Condition of and Title to Assets. The Borrower and each of its -------------------------------- Subsidiaries has good title to its 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 is subject to any Liens except for Permitted Liens. All of 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) 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.
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. 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. The Borrower is the legal and beneficial owner of the Collateral free and clear of any Encumbrance, except for the Encumbrances created under the Pledge Agreement. All of 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. 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 Company and the Company Subsidiaries have good and marketable title to all their respective properties and assets, real and personal, free and clear of all Liens, except (a) Liens for Taxes not yet due and payable; or(b) immaterial liens incurred in the ordinary course of business, and except for such matters which, singly or in the aggregate, could not reasonably be expected to cause a Company Material Adverse Effect. All tangible personal property of the Company and the Company Subsidiaries is, taken as a whole, in good operating condition and repair, ordinary wear and tear excepted. All leases under which the Company or any Company Subsidiary leases (i) any personal property (requiring lease payments of Twenty-Five Thousand ($25,000) per year or more) or (ii) real property (copies of which have been made available to Parent) (leases covered by (i) and (ii) are collectively referred to herein as “Company Leases”) are valid and in full force and effect in accordance with their respective terms, and there is not, under any of such leases, any existing default or event on the part of the Company or any Company Subsidiary which, with notice or lapse of time or both, would become a default other than defaults under such leases which in the aggregate will not give rise to a right to terminate, amend or accelerate such lease. No consent is required from any party under any Company Lease in connection with the completion of the Merger and other transactions contemplated by this Agreement, and, to the Company’s knowledge, no party to any Company Lease intends to cancel, terminate, or refuse to renew the same or to exercise any option or other right thereunder. The Company Disclosure Letter sets forth a complete and accurate list of all real property owned or leased by the Company or any Company Subsidiary (the “Real Estate”) and a complete and accurate list of each lease of real property by the Company or any Company Subsidiary. The building, plants, structures, and equipment of the Company and the Company Subsidiaries are sufficient for the continued conduct of the businesses of the Company and the Company Subsidiaries after the Closing in substantially the same manner as conducted prior to the Closing. To the knowledge of the Company, all buildings, structures and other improvements on the Real Estate are in material compliance with, all applicable Laws, covenants, restrictions and conditions. To the Company’s knowledge, there are no zoning, building code, ...
Condition of and Title to Assets. (a) Each Seller has sole and exclusive, good and valid title to, or in the case of property held under a lease or other Contract, an enforceable leasehold interest in, or license or right to use, all of its properties, rights, and assets, whether real or personal and whether tangible or intangible, to be conveyed by it and included in the Purchased Assets. Except as set forth on Schedule 2.05 or as covered by the TSA, the Purchased Assets and Lease Agreements comprise all of the material assets, properties, and rights that are necessary to conduct the Business in the same manner as presently conducted in all material respects. All of the Purchased Assets owned by Sellers are owned free and clear of all Liens other than Permitted Liens and Liens relating to indebtedness that has been paid off, released and discharged in full as of the Effective Time.
