Condition of and Title to Assets. The Borrower and each of its -------------------------------- Subsidiaries have good title to their properties and assets except for Permitted Liens and defects in title which, taken as a whole, are not material. None of the assets of the Borrower or any Subsidiary of the Borrower are subject to any Liens except for Permitted Liens. Substantially all of the material assets and properties of the Borrower and its Subsidiaries that are necessary for the operation of their respective businesses are in good working condition, ordinary wear and tear excepted, and are able to serve the functions for which they are currently being used.
Condition of and Title to Assets. The Borrower has good, sufficient and legal title to its properties and assets, except for defects in title which, taken as a whole, are not material to the Borrower. As of the date hereof, none of the assets of the Borrower is subject to any Liens, except for Permitted Liens and Permitted Encumbrances in existence on the Closing Date. All of the assets and properties of the Borrower that are necessary for the operation of its business are in good working condition, ordinary wear and tear excepted, and are able to serve the functions for which they are currently being used.
Condition of and Title to Assets. The Borrower and each of its Subsidiaries has good title to its properties and assets except for Permitted Encumbrances and defects in title which, taken as a whole, are not material. None of the assets of the Borrower or any Subsidiary of the Borrower is subject to any Encumbrances except for Permitted Encumbrances. All material assets and properties of the Borrower and its Subsidiaries that are necessary for the operation of their respective businesses are in good working condition in accordance with industry standards, ordinary wear and tear excepted, and are able to serve the functions for which they are currently being used.
Condition of and Title to Assets. (a) Section 3.22(a) of the Seller Disclosure Letter contains a listing (as of May 1, 2007) of the tangible assets owned by the Companies or their respective Subsidiaries having a book value in excess of $25,000 (excluding real property, buildings, fixtures and inventories). Such assets are located on the Real Property, are not in the possession of any party other than a Company or its Subsidiaries, and are owned by one of the Companies or their respective Subsidiaries free and clear of all Liens. Such assets are in the aggregate in sufficiently good operating condition (except for ordinary wear and tear) to allow the Companies and their Subsidiaries to operate their business as currently conducted, except where the failure to be in such condition or repair would not be reasonably likely to have a Material Adverse Effect on the applicable Resort.
(b) The accounts receivable of the Companies reflected on the Base Balance Sheet (as well as those arising thereafter and prior to the Closing Date) are (or will be) valid and genuine, arising from bona fide transactions in the ordinary course of the Companies’ (and their respective Subsidiaries’) business.
(c) The inventory held by the Companies and their Subsidiaries is of customary quality, is merchantable and fit for the purpose for which it was procured, is owned by the Companies and their Subsidiaries, will be (as of the Closing Date) free and clear of all Liens, and is accurately reflected in the Interim Financial Statements.
(d) Section 3.22(d) of the Seller Disclosure Letter contains a complete and accurate listing of the bank accounts and investment assets of the Companies and their Subsidiaries.
(e) Section 3.22(e) of the Seller Disclosure Letter contains a complete and accurate listing of each vendor with whom, during the current fiscal year, the Companies and their Subsidiaries expended more than $50,000, excluding retail inventory, capital leases and insurance.
(f) Except as set forth in Section 3.22(f) of the Seller Disclosure Letter, neither Company nor any of its Subsidiaries has made or is subject to any commitment to grant to any Governmental Agency in the future any easement or other right in respect of any of the Real Property.
(g) Except as set forth in Section 3.22(g) of the Seller Disclosure Letter, neither ASC nor any of its Affiliates has issued any guarantee with respect to the indebtedness of any Company or its Subsidiaries.
(h) Section 3.22(h) of the Seller Disclosure Letter contains (i...
Condition of and Title to Assets. (a) The Seller has legal ownership of, and good and marketable title to, the Assets free and clear of all Encumbrances except for Permitted Liens. At the Closing, Seller will transfer to the Purchaser and Purchaser will be vested with good and valid title to the Assets free and clear of any and all Encumbrances other than Permitted Liens. No other Person owns any property and assets which are being used in the Acquired Business except for the premises subject to the Immovable Property Leases and the movable property leased by the Seller pursuant to any Contracts.
(b) The buildings, plants, structures, vehicles, equipment and other tangible movable property of the Seller which are Assets are, except for the elevator located in the head office of the Seller (the cost of repair of which shall be estimated for the purpose of recording the appropriate liability on the Closing Balance Sheet) structurally sound, in good operating condition and repair having regard to their use and age and are adequate and suitable for the uses to which they are being put. None of such buildings, plants, structures, vehicles, equipment or other property are in need of maintenance or repairs except for ordinary routine maintenance and repairs that are not material in nature or cost.
(c) Except as set forth in Schedule 3.11, no asset owed by an Affiliate of the Seller or by a shareholder of the Seller or by any Person not at Arm's Length with such shareholder or the Seller is essential for the conduct of the Acquired Business or the use or operation of any of the Assets and would if owned by the Seller be considered to form part of the Assets.
Condition of and Title to Assets. Except (a) as set forth on Section 3.23 of the Seller Disclosure Schedule, or (b) as would not, individually or in the aggregate, reasonably be expected to materially impair the ownership or operation of the Purchased Assets or the Business as currently owned or operated by Seller, the Purchased Assets to be conveyed to Purchaser at the Closing (i) are in reasonably good working order and condition, ordinary wear and tear (including, but not limited to, any older equipment retained as a “back-up”) excepted; (ii) have been maintained in accordance with Good Industry Practice and all warranties and insurance policies applicable to the Business; and (iii) constitute all of the property and assets used or held for use for the ownership or operation of the Purchased Assets and Business and necessary to own and operate the Purchased Assets and Business as currently owned and operated by Seller or its applicable Affiliates, free and clear of all Liens, other than Permitted Liens.
Condition of and Title to Assets. The Borrower has good title to its -------------------------------- properties and assets except for defects in title which, taken as a whole, are not material. As of the date hereof, none of the assets of the Borrower are subject to any Liens except for Permitted Liens in existence on the Closing Date. All of the assets and properties of the Borrower that are necessary for the operation of its business are in good working condition, ordinary wear and tear excepted, and are able to serve the functions for which they are currently being used.
Condition of and Title to Assets. Each Borrower has good, marketable and legal title to its properties and assets, except for defects in title which, taken as a whole, are not material to the Borrower. As of the date hereof, none of the properties or assets of the Borrowers is subject to any Liens, except for Permitted Liens and Permitted Encumbrances in existence on the Closing Date. All of the assets and properties of each Borrowers that are necessary for the operation of its business are in good working condition, ordinary wear and tear excepted, and are able to serve the functions for which they are currently being used. Each Borrower as lessee of any real or other property has the right under valid leases to occupy, use, possess and control all such property as now occupied, used, possessed or controlled by such Borrower.
Condition of and Title to Assets. The Borrower and its Subsidiaries have good title to their respective properties and assets except for defects in title which, taken as a whole, are not material to the Borrower or such Subsidiary. As of the date hereof, none of the assets of the Borrower or any Subsidiary is subject to any Encumbrances except for Permitted Encumbrances in existence on the Closing Date. Except for financing statements evidencing Permitted Encumbrances, no currently effective financing statement under the Uniform Commercial Code is in effect in any jurisdiction and no other filing which names the Borrower or any of its Subsidiaries as debtor or which covers or purports to cover any of the assets of the Borrower or any of its Subsidiaries is currently effective and on file in any state or other jurisdiction, and neither the Borrower nor any of its Subsidiaries has signed any such financing statement or filing or any security agreement authorizing any secured party thereunder to file any such financing statement or filing. All of the assets and properties of the Borrower and its Subsidiaries that are necessary for the operation of their respective businesses are in good working condition and are able to serve the functions for which they are currently being used, except for ordinary wear and tear, and except as would not have a Material Adverse Effect.
Condition of and Title to Assets. AACC has good and indefeasible title to all of its assets that are used or needed in the Business, free and clear of all Liens other than (a) the Retained Rights; and (b) all rights, if any, of the Stockholder Entities, and other third Persons, in and to any Intellectual Property owned or utilized by AACC, whether such Intellectual Property is owned by AACC pursuant to the terms of the Intellectual Property Agreement, or otherwise. All the assets of AACC are in good, serviceable condition and fit for the particular purposes for which they are used in the Business, subject only to normal maintenance requirements and normal wear and tear reasonably expected in the ordinary course of business. All items of inventory of AACC are merchantable or (in the case of raw materials, supplies and work in process) suitable and useable for the production or completion of merchantable products, for sale in the ordinary course of business.
