Assets of the Company. Any indemnification under this Article VIII shall be satisfied solely out of the assets of the Company. No debt shall be incurred by the Company or the Member in order to provide a source of funds for any indemnity, and the Member shall not have any liability (or any liability to make any additional Capital Contribution) on account thereof.
Assets of the Company. Any indemnification under this Section 4.8 shall be satisfied solely out of the assets of the Company, and no Member shall be subject to personal liability or required to fund or cause to be funded any obligation by reason of these indemnification provisions.
Assets of the Company. The Company owns, or has valid leasehold interests in, or licenses to, all of the assets required or necessary to operate the Business of the Company as it is now being conducted. Except for liens reflected on the May 31, 2008 balance sheet, or on Schedule 3.5 hereof, the Company’s assets are free and clear of all liens.
Assets of the Company. The Company shall contribute, transfer or assign all of its material, tangible assets, other than its right, title and interest in the Note Collateral, to NLC or any other Subsidiary as soon as reasonably practicable after the Company has the legal right to contribute, transfer or assign such material, tangible assets, whether such assets are owned on the date hereof or subsequently become owned by the Company; provided, however, that nothing contained in this Section 4.22 shall require the Company to contribute, transfer or assign its right, title and interest in cash and/or cash equivalents to NLC or any other Subsidiary.
Assets of the Company. (a) Except as set forth on Schedule 4.4(a), the Company has good title to, or the right to use pursuant to valid leases or licenses, all assets necessary or appropriate for the continued operation of the Company’s business, free and clear of all liens, charges, encumbrances, or other claims (other than Permitted Liens).
(b) The assets owned, leased, or licensed by the Company constitute all assets used or held for use by the Company, and such assets are adequate in all material respects to carry on the operations of the Company as such operations are presently conducted. Except as described on Schedule 4.4(b), all properties and assets of the Company are in good operating condition and repair, free from any defects (except such minor defects as do not interfere with the use thereof in the conduct of normal operations), ordinary wear and tear excepted, and are available for immediate use in the conduct of the operations of the Company.
Assets of the Company. The Company has perfect title to all of the tangible or intangible property listed in the Financial Statements, including such assets that were acquired subsequent to the last balance sheet corresponding to the normal course of business. None of the assets of the Company are subject to encumbrances, pledges or claims of any type whatsoever. The assets currently used by the Company in its operations are in good condition and have been maintained and cared for according to their intended use. Appendix 4.7 herein lists the assets owned by the Company.
Assets of the Company. (a) The Assets of the Company and other assets reflected in the Books and Records of the Company constitute all of the assets and rights which are used or useful in the Business as currently conducted and presently proposed to be conducted;
(b) The Company has good and marketable title to, or a valid leasehold interest in or other rights to use (which other rights to use are described on the attached Schedule 4.7), all properties and assets used by it in the Business of the Company, located on its premises, shown on the Latest Company Balance Sheet or acquired by the Company since the date of the Latest Company Balance Sheet, in the each case free and clear of all Liens, other than Permitted Liens, and other than (i) properties and assets disposed of in the ordinary course of business and consistent with the Company's past practice by the Company since the date of the Latest Company Balance Sheet (which disposals do not exceed $25,000 in the aggregate) and (ii) Liens disclosed on the Latest Company Balance Sheet (including any notes thereto); and
(c) The Company's equipment and other tangible assets, and the equipment and tangible assets of each Subsidiary of the Company, are in good operating condition (subject to normal wear and tear) and fit for use in the ordinary course of business of the Company and its Subsidiaries and consistent with its past practice.
Assets of the Company. The Company does not hold or own any assets other than the Receivables and the other Company Assets. The Company has good and valid title to the Receivables and all other Company Assets, in each case free and clear of all mortgages, liens, security interests, charges, easements, leases, subleases, covenants, rights of way, options, claims, restrictions or encumbrances of any kind (collectively, “Liens”). None of the Mortgage Contracts or Non-Mortgage Contracts that constitute or evidence the Receivables has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person (other than the Administrative Agent).
Assets of the Company. (a) Except as set forth on Schedule 3.13 and the Excluded Assets, the Company owns or leases all of the assets, properties and other rights reasonably required for the conduct of the Business as currently conducted. The Company has no Liabilities other than those relating to the Business as currently conducted.
(b) There are no material assets, properties, rights or interests of any kind or nature (other than the Excluded Assets and the assets set forth on Schedule 3.13) that the Company has been using, holding or operating in its Business prior to the Closing that will not be used, held or owned by the Company immediately following the Closing.
(c) Except as set forth on Schedule 3.13, the Company and the Seller hold, and as of the Closing, the Buyer or the Company will hold good and marketable title to or valid leases, licenses or rights to use the assets, properties and rights of the Business (other than the Excluded Assets), free and clear of any Liens, except for Permitted Liens and Liens granted by the Buyer to third parties on the Closing Date.
(d) The assets, properties, rights and interests of the Company and the rights, licenses and services to be made available by the Seller and its Affiliates pursuant to the Transition Services Agreement, comprise all of the assets, properties, rights, interests and services that are reasonably required for the conduct of the Business by the Buyer and its Affiliates after the Closing as now being conducted by the Seller.
(e) Since January 1, 2010, there has not been any material interruption in the operations of the Business due to inadequate maintenance of or damage to any asset.
(f) The Equipment and Machinery is in good operating condition and repair (normal wear and tear excepted).
Assets of the Company. (a) To the knowledge of the Transferors/the Existing Shareholders as prudent shareholders of the Company, assets of the Company are free from occupation of any governmental authorities or any plan for occupying or collecting all or part of such assets. Construction and position of any assets of the Company and the ownership or use of such assets have not violated any laws and regulations or other requirements with legal effect where such violations may cause Material Adverse Effect to the Company. To the knowledge of the Transferors/the Existing Shareholders as prudent shareholders of the Company, such assets owned or used by the Company have been properly maintained and can be used for the purpose for which such assets were designed, obtained and used, and are in good conditions as of this Agreement.
