Assets; Properties. (a) Except as set forth on Schedule 4.08(a), the Company and the Sold Subsidiaries own good title to, or hold pursuant to valid and enforceable leases, and as of Closing, Newco, the Company and the Sold Subsidiaries will own good title to, or hold pursuant to valid and enforceable leases, all of the material personal property used in or necessary for the operation of the Businesses as currently conducted, free and clear of all Liens, except for Permitted Liens, and except for inventory and obsolete personal property disposed of by the Company, Newco and the Sold Subsidiaries in the ordinary course of business consistent with past practices since the date of the Latest Balance Sheet (and with respect to which any necessary replacement personal property has been obtained). All such material personal property, taken as a whole, has been maintained in accordance with industry practices, is in good operating condition (subject to normal wear and tear given the use and age of such property) and is usable in the ordinary course of business consistent with the past practices of the Company, Newco and the Sold Subsidiaries.
Assets; Properties. Except as disclosed herein or as would individually or in the aggregate not have a Material Adverse Effect, the Sellers represent as follows:
Assets; Properties. The Borrower has entered into a deferred terms agreement with Rolls Royce Power Ventures for the acquisition of power generation equipment as part of the Power Contract. The agreement is an instalment sale agreement and the Borrower only obtains title to the power generation equipment on payment of the final payment. The Borrower will, however, capitalise the instalment sale agreement in its books and account for future payments as debt.
Assets; Properties. (a) The Company owns good and valid title to, or holds pursuant to valid and enforceable leases, all of the personal property used in or necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted, including all personal property shown to be owned or leased by it on the Latest Balance Sheet, free and clear of all Liens, except for Permitted Liens, or acquired after the date thereof (except for assets disposed of by the Company in the ordinary course of business since the Balance Sheet Date). All such personal property is in good condition and repair (ordinary wear and tear expected) in all material respects, is fit for use in the ordinary course of business and is sufficient for the conduct of the business of the Company and its Subsidiaries in the manner in which such business is currently being conducted.
Assets; Properties. (a) Except as set forth on Schedule 4.15(a), the Company and each Company Subsidiary owns good title to, or holds pursuant to valid and enforceable leases (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies), all of the assets shown to be owned or leased by it on the Latest Balance Sheet, free and clear of all Liens, except for Permitted Liens, and except for assets disposed of by the Company in the ordinary course of business consistent with past practices since the date of the Latest Balance Sheet. All such personal property is in good condition and repair (ordinary wear and tear excepted) in all material respects and fit for use in the ordinary course of business. The Company and each Company Subsidiary owns or has the right to use all of the material assets that are necessary for the conduct of the business of the Company and the Company Subsidiaries as currently conducted.
Assets; Properties. (a) Other than the material tangible assets and material services (i) used or provided by the Seller’s internal business support and general and administrative functions, such as, but not limited to, legal, sales, finance, human resources, information technology, manufacturing, process engineering and back end operations, (ii) used or provided by the Seller under the Transition Services Agreement, or (iii) included in the Excluded Assets, the Transferred Assets, when taken together with the Purchaser’s rights under the other Ancillary Agreements, constitute all of the material tangible assets and material services of the Seller and its Affiliates primarily used in, primarily related to or necessary to conduct the Business as currently conducted.
Assets; Properties. (a) Except as set forth on Schedule 4.18, the Company owns good title to, or holds pursuant to valid and enforceable leases, all of the personal property shown to be owned or leased by it on the Latest Balance Sheet, free and clear of all Liens, except for Permitted Liens, and except for assets disposed of by the Company in the ordinary course of business consistent with past practices since the date of the Latest Balance Sheet. All such personal property is in good condition and repair (ordinary wear and tear excepted) in all material respects and fit for use in the ordinary course of business.
Assets; Properties. (a) The Company or a Company Subsidiary has good, valid and marketable title to all of the movable and personal property shown on or reflected in the Interim Balance Sheet and thereafter acquired, free and clear of all Encumbrances, except for Permitted Encumbrances and except for movable and personal property disposed of in the ordinary course of business consistent with past practice since the date of the Interim Balance Sheet. The Company or a Company Subsidiary owns, leases or has the legal right to use all the material properties and assets, including the Leases, the Company Permits, the Material Contracts and the Licenses, used or currently intended to be used by the Company or a Company Subsidiary in the conduct of their business, and such properties, assets and rights constitute all the properties, assets and rights as are necessary to conduct the business of the Company and the Company Subsidiaries as conducted or currently intended to be conducted. The properties and assets of the Company and the Company Subsidiaries have been maintained in accordance with good business practice, except where the failure to do so would not have a Company Material Adverse Effect.
Assets; Properties. (a) Except as set forth on Schedule 4.18(a), the Company owns good and valid title to, or holds pursuant to valid and enforceable leases, all of the personal property used in or necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted, including all personal property shown to be owned or leased by it on the Latest Balance Sheet, free and clear of all Liens, except for Permitted Liens, or acquired after the date thereof (except for assets disposed of by the Company in the ordinary course of business since the Balance Sheet Date). All such personal property is in good condition and repair (ordinary wear and tear expected) in all material respects, is fit for use in the ordinary course of business and is sufficient for the conduct of the business of the Company and its Subsidiaries in the manner in which such business is currently being conducted.
Assets; Properties. The Sole Stockholder owns no assets other than its interest in Centennial Bank and proceeds thereof and neither conducts nor has conducted any business or operations other than with respect to its ownership interest in Centennial Bank. Sole Stockholder does not own and has never owned any real property and is not a party to any lease of real property.
