Assets Other Than Real Property. The Borrower, GCC, Global and its subsidiaries have good title to all tangible assets owned by them, free and clear of all Liens that individually or in the aggregate would not have a Material Adverse Effect on the Borrower, GCC, Global or its subsidiaries. The Borrower, GCC, Global and its subsidiaries own, or lease all the intangible personal property currently used in the conduct of its business as presently conducted. All the intangible personal property owned by the Borrower, GCC, Global or its subsidiaries is in all material respects in good operating condition and repair, ordinary wear and tear excepted, and all personal property leased by the Borrower or the Guarantors is in all material respects in the condition required of such property by the terms of the lease applicable thereto.
Assets Other Than Real Property. Except as set forth in Schedule 3.16, each of the Company and its Subsidiaries has good and valid title to, or a valid leasehold interest in, as applicable, all of its properties and assets reflected in the Audited Financials or acquired after the date thereof, free and clear of all Liens except (i) Permitted Liens, (ii) statutory liens for the payment of current taxes that are not yet delinquent and which do not affect the properties or assets of the Company or any of its Subsidiaries in any material respect and (iii) such as have been disposed of in the ordinary course of business . All tangible personal property owned by the Company and its Subsidiaries has been maintained in good operating condition and repair, except (x) for ordinary wear and tear, and (y) where such failure would not have a Material Adverse Effect. All assets leased by the Company or any of its Subsidiaries are in the condition required by the terms of the lease applicable thereto during the term of such lease and upon the expiration thereof. Such assets, together with the assets listed on Schedule 3.17 and Schedule 3.18, constitute all of the material properties, interests, assets and rights held for use or used in connection with the business and operations of the Company and its Subsidiaries and constitute all those necessary to continue to operate the business of the Company and its Subsidiaries consistent with current and historical practice and as presently contemplated to be conducted. Except as indicated in the preceding sentence, this Section 3.16 does not relate to the real property or Intellectual Property of the Company or its Subsidiaries; such items are covered under Section 3.17 and Section 3.18, respectively.
Assets Other Than Real Property. Parent has good title to all material assets reflected on Parent Balance Sheet or thereafter acquired, except those sold or otherwise disposed of since the date of Parent Balance Sheet in the ordinary course of business consistent with past practice, free and clear of all mortgages, liens, security interests or other encumbrances of any nature whatsoever except Permitted Liens. This SECTION 4.14 does not relate to real property or interests in real property, which are the subject of SECTION 4.15, or to intellectual property, which is the subject of SECTION 4.12.
Assets Other Than Real Property. (a) In addition to the items listed on Part 2 of Schedule 3.12, the Company and the Company Subsidiaries have sole and exclusive ownership of, and good and valid title to, all other assets (movable property) reflected on the Company Balance Sheet or thereafter acquired, except those sold or otherwise disposed of for fair value since the date of the Company Balance Sheet in the ordinary course of business consistent with past practice and not in violation of this Agreement, in each case free and clear of all Liens except for (i) Liens that do not, individually or in the aggregate, materially impair in any manner the continued use and operation of the assets or properties to which they relate in the business of the Company and the Company Subsidiaries ("Permitted Liens") and (ii) the Liens described in Schedule 3.13(a); and these assets (movable property) are the only assets (movable property) that are materially necessary in the operation of the businesses conducted by the Company and each of the Company Subsidiaries.
(b) All of the movable property of the Company and the Company Subsidiaries (i) is located within the Russian Federation, (ii) has been maintained in accordance with the past practice of the Company and the Company Subsidiaries and generally accepted industry practice, and (iii) is in good operating condition and repair, ordinary wear and tear excepted. All leased movable property of the Company and each Company Subsidiary is in the condition required of such property by the terms of the lease currently applicable thereto.
(c) Except as described in Schedule 3.13(c), there are no developments affecting any movable property or assets of the Company or the Company Subsidiaries pending or threatened which may detract from the value, interfere with any present or intended use, or adversely affect the marketability of any such movable property or assets.
Assets Other Than Real Property. Sellers have good and marketable title to the Assets free and clear of all mortgages, liens, security interests, imperfections of title or other encumbrances (collectively, "Liens"), except for (a) Liens that are listed or described on Schedule 4.1.8, (b) mechanics', carriers', workmen's, repairmen's or other like Liens arising or incurred in the ordinary course of business and (c) Liens for real estate taxes, assessments and other similar governmental charges which are not currently due and payable or which may thereafter be paid without penalty or which are being contested in good faith. The Liens referred to in clauses (b) and (c) of the exception in the immediately preceding sentence are hereinafter referred to as "Permitted Liens". Except as set forth on Schedule 4.1.8, all Tangible Personal Property is in good operating condition, having been maintained in accordance with the practices followed by comparable businesses, and is reasonably adequate for the operation of the Business as presently conducted, normal wear and tear excepted.
Assets Other Than Real Property. Except as set forth in Section 3.9 of the Disclosure Schedule, (a) each of IMS and IMA owns outright and has good and marketable title to all of the tangible Purchased Assets free and clear of all Liens; (b) other than the Excluded Assets and together with the assets contributed by IMA to the Company pursuant to the Contribution Agreement, the Company's rights under the IMA License Agreements, the Finished Product Purchase Agreement, the Distribution Arrangements and the IMA Transition Services Agreement, the Purchased Assets constitute all of the assets, properties, permits, rights, agreements and other Contract rights and interests that are necessary to enable the Company after the Closing to operate the CD Business in a manner consistent with the manner in which the CD Business is currently being operated; (c) the Sale will vest good and marketable title in and to the tangible Purchased Assets in PGIO free and clear of all Liens except for Permitted Liens; and (d) the consummation of the transactions contemplated by the PGIO Contribution Agreement will vest good and marketable title in and to the tangible Purchased Assets in the Company free and clear of all Liens except for Permitted Liens. To the Knowledge of IMS or IMA, the tangible Contributed Assets are in good operating condition and repair and none of such tangible assets that are material to the conduct of the CD Business is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost.
Assets Other Than Real Property. Company has good title to all material assets reflected on the Company Balance Sheet or thereafter acquired, except those sold or otherwise disposed of since the date of the Company Balance Sheet in the ordinary course of business consistent with past practice, free and clear of all mortgages, liens, security interests or other encumbrances of any nature whatsoever except Permitted Liens. For purposes of this Agreement, "Permitted Liens" shall mean (i) mechanics', carriers', workmen's, warehousemen's, repairmen's or other like liens arising in the ordinary course of business, (ii) liens arising under original purchase price conditional sale contracts and equipment leases with third parties entered into in the ordinary course, (iii) liens for Taxes and other governmental obligations and (iv) other imperfections of title, restrictions or encumbrances, if any, which liens, imperfections of title, restrictions or other encumbrances do not materially impair the continued use in the business of the respective owner thereof, and operation of the specific assets to which they relate. This
Assets Other Than Real Property. (a) Section 2.11(a) to the Disclosure Schedule sets forth a list of the tangible assets of the Company as of November 30, 2010 with an individual net book value in excess of $25,000. The Company is the true and lawful owner and has good and valid title to all assets (tangible or intangible) reflected on the Most Recent Balance Sheet or thereafter acquired, except those sold or otherwise disposed of for fair value in the Ordinary Course of Business since the Most Recent Balance Sheet Date and not in violation of this Agreement, in each case free and clear of all Liens (other than Permitted Liens).
(b) The Company owns or leases all assets sufficient for the conduct of its businesses as presently conducted. The material tangible assets of the Company are located at the offices of the Company at 00-X Xxxxx Xxxx, Xxxxxx, XX 00000. The tangible assets of the Company listed on Section 2.11(a) to the Disclosure Schedule are free from material defects, have been maintained in accordance with the past practice of the Company and generally accepted industry practice, are in good working order and are suitable for the purposes for which they are presently used, ordinary wear and tear excepted. All material leased personal property of the Company is in good working order, ordinary wear and tear excepted, and is in the condition required of such property by the terms of the lease applicable thereto during the term of the lease and upon the expiration thereof.
(c) This Section 2.11 does not relate to real property or interests in real property, such items being the subject of Section 2.12, or to Intellectual Property or interests in Intellectual Property, such items being the subject of Section 2.14.
Assets Other Than Real Property. (a) Section 3.12(a) of the Disclosure Schedule sets forth a list of each tangible personal property asset owned or leased by the Company that is material to the Company’s business, specifying for each asset whether such asset is owned or leased. The Company is the true and lawful owner or lessee of and has good and valid title to, or a valid leasehold interest in, all personal property (tangible or intangible) reflected on the Most Recent Balance Sheet or thereafter acquired, except inventory that has been sold or otherwise disposed of in the Ordinary Course of Business since the Most Recent Balance Sheet Date and not in violation of this Agreement, in each case, free and clear of all Liens (other than Permitted Liens).
(b) Except as set forth in Section 3.12(b) of the Disclosure Schedule, all material tangible personal property of the Company is located at the offices of the Company at 00000 Xxxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000. Except as set forth in Section 3.12(b) of the Disclosure Schedule, all material personal property of the Company is free from material defects and is in good working order, ordinary wear and tear excepted. All material tangible leased personal property of the Company is in good working order, ordinary wear and tear excepted.
Assets Other Than Real Property. The Borrower and each of its subsidiaries has good title xxx all tangibles assets owned by them reflected in the Borrower SEC Reports and financial information, free and clear of all Liens that individually or in the aggregate would not have a Material Adverse Effect on the Borrower or its subsidiaries. The Borrower and each of its subsidiaries owns, or leases all tangible personal property currently used in the conduct of its business as presently conducted. All the intangible personal property owned by the Borrower and each of its subsidiaries is in all material respects in good operating condition and repair, ordinary wear and tear excepted, and all personal property leased by the Borrower and each of its subsidiaries is in all material respects in the condition required of such property by the terms of the lease applicable thereto.
