Assets; Sufficiency of Assets. (a) Except as set forth in Schedule 3.17, at the Closing, the Companies will have good title to all of the Assets (other than the Contract rights), except for defects in title which would not reasonably be expected to interfere with the use and enjoyment of the Assets other than in respects that are immaterial to such Assets, taken as a whole, and, with respect to Contract rights, will be a party to Contracts conferring, or otherwise enjoy the right to, the benefits of all Contracts to which the Companies are a party.
Assets; Sufficiency of Assets. (a) Except as set forth on Section 3.18(a) of the Seller Disclosure Schedule, Seller, the Transferors and the Foreign Sellers have good and marketable title to, or a valid leasehold interest in or a valid right to use, in all material respects, all of the Acquired Assets, the Transferred Assets, and the rights otherwise conferred to CodeGear pursuant to the Transaction Documents, in each case free and clear of all material Encumbrances. This Agreement and the Transaction Documents and each of the instruments of conveyance contemplated hereby and thereby will effectively vest in Buyer good, valid and marketable title to, and ownership of, in all material respects, the Acquired Assets, the Transferred Assets, and the rights otherwise conferred to CodeGear pursuant to the Transaction Documents, free and clear of all Encumbrances. The Acquired Assets and Transferred Assets are in good condition and repair and are useable in the ordinary and usual course of business consistent with past custom and practice and do not require any repair or replacement except for maintenance in the ordinary and usual course of business consistent with past custom and practice or any other repair or replacement which would be immaterial to the operation of the Business.
Assets; Sufficiency of Assets. The Company has good and valid title to, or a valid leasehold interest in, all of the tangible properties and assets, including all tangible assets reflected in the Base Balance Sheet or acquired after the date of the Base Balance Sheet (except for such assets which have been sold or otherwise disposed of since the date of the Base Balance Sheet in the ordinary course of business consistent with past practice) (collectively, the “Assets”), free and clear of Encumbrances other than as set forth in Section 3.12 of the Company Disclosure Schedule. Other than as set forth in Section 3.12 of the Company Disclosure Schedule, the Assets comprise all of the material tangible properties and assets used in or necessary to the conduct of the Business and constitute sufficient assets required to operate the Business. The foregoing does not, and is not intended to apply to, or constitute a representation or warranty with respect to, Intellectual Property matters.
Assets; Sufficiency of Assets. (a) The Companies, Sellers or their Affiliates (and at the Closing, the Companies will) own good, valid and marketable title to, or hold a good and valid leasehold interest in, all of the personal property of the Business that do not constitute Excluded Assets, including all such assets reflected on the Financial Report (other than Inventory sold in the ordinary course of business and for obsolete assets disposed of in the ordinary course of business), free and clear of all Liens, except for Permitted Liens. The tangible assets of the Business are in good operating condition and adequate for the uses to which they are being put in all material respects, and none of such property is in need of maintenance or repairs, except for ordinary routine maintenance and repairs that are not material in nature or cost or as may otherwise be addressed in the plans underlying the Capex Budget.
Assets; Sufficiency of Assets. (a) Other than (i) with respect to real property matters (which are exclusively addressed in Section 3.15), (ii) as set forth on Schedule 3.7(a) of the Seller Disclosure Schedule, and (iii) record notices filed by lessors of operating equipment leased by the Acquired Companies, each Acquired Company has good, and valid title to, or a valid leasehold interest in, all of its Assets, free and clear of any Encumbrance. Other than as set forth on Schedule 3.7(a) of the Seller Disclosure Schedule, the tangible Assets of the Acquired Companies are free from defects in all material respects, have been maintained in accordance with normal practice of the Business and are in good operating condition and repair (subject to normal wear and tear and repairs and maintenance in process or otherwise due to be made in the Ordinary Course).
