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.
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Samples: Membership Interest Purchase Agreement (Nobilis Health Corp.), Membership Interest Purchase Agreement (Nobilis Health Corp.), Membership Interest Purchase Agreement (Nobilis Health Corp.)