GOOD TITLE TO AND CONDITION OF ASSETS Sample Clauses

GOOD TITLE TO AND CONDITION OF ASSETS. (a) Except as set forth on SCHEDULE 3.15(A), the Company has good and marketable title to all of its Assets (as hereinafter defined), free and clear of any Liens or restrictions on use. For purposes of this Agreement, the term "Assets" means all of the properties and assets of the Company, other than the Leased Premises, whether personal or mixed, tangible or intangible, wherever located.

GOOD TITLE TO AND CONDITION OF ASSETS. (a) Except as set forth in Schedule 3.15(a), the Company and its subsidiaries have good and marketable title to all of their Assets (as hereinafter defined), free and clear of any Liens or restrictions on use. For purposes of this Agreement, the term "Assets" means all of the properties and assets of the Company and its subsidiaries, other than the Owned Properties and the Leased Premises, whether personal or mixed, tangible or intangible, wherever located.

GOOD TITLE TO AND CONDITION OF ASSETS. (a) Each of the Companies has good and marketable title to all of its owned Assets, free and clear of any Liens, other than Liens in the ordinary course of business and such Liens as are described on Schedule 3.16 (a) For purposes of this Agreement, the term "Assets" means all of the properties and assets of any nature owned or used by the Companies.

GOOD TITLE TO AND CONDITION OF ASSETS. 4.15.1. Schedule 4.15(a) contains a list of all Costed Inventory as of August 31, 1998 ("August Costed Inventory"), and the respective count and unit cost of each item, in each case, as reflected on the books and records of Solair. Except as set forth on Schedule 4.15, Solair has good and marketable title to all of its Inventory and other Assets (as hereinafter defined), free and clear of any Liens other than Permitted Liens. For purposes of this Agreement, the term "Assets" means all of the properties and assets of Solair (other than the Leased Premises) whether personal or mixed, tangible or intangible, wherever located. Except as set forth in Schedule 4.15, Solair does not own any aircraft (other than aircraft which have been parted out) or aircraft engines. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, AT CLOSING, KELLXXXXX XXXLL BE DEEMED TO ACKNOWLEDGE THAT NEITHER SOLAIR NOR THE SHAREHOLDER HAVE MADE NOR SHALL BE DEEMED TO HAVE MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY, FITNESS FOR PARTICULAR USE OR PURPOSE, DESIGN CONDITION OR TRACEABILITY OF, OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP IN, THE INVENTORY (WHICH ARE BEING ACQUIRED ON AN "AS IS" "WHERE IS" BASIS), AND SOLAIR AND THE SHAREHOLDER DISCLAIM AND KELLXXXXX XXXEBY WAIVES ALL SUCH WARRANTIES, ARISING BY LAW OR OTHERWISE, AS TO THE PHYSICAL CONDITION OF THE INVENTORY, INCLUDING BUT NOT LIMITED TO, ANY AND ALL DEFECTS, WHETHER OBVIOUS, LATENT OR UNDISCOVERABLE. 4.15.2. Schedule 4.15(b) lists the vehicles owned, leased or used by Solair, setting forth the make, model, vehicle identification number, and year of manufacture, and for each vehicle, whether it is owned or leased, and if owned, the name of any lienholder and the amount of the lien, and if leased, the name of the lessor.

GOOD TITLE TO AND CONDITION OF ASSETS. NEC has good and marketable title to all of its assets, free and clear of any Liens or restrictions on use.

GOOD TITLE TO AND CONDITION OF ASSETS. (a) The Companies have good title to, or a valid and binding leasehold interest in, the assets of the Companies, and Sellers and the Asset Transferor Entities have good title to, or a valid and binding leasehold interest in, the Assets (other than Real Property and Intellectual Property which are addressed in Sections 4.7 and 4.10, respectively), in each case free and clear of all Encumbrances, except (i) as set forth in Section 4.8(a) of the Disclosure Schedule, or (ii)

GOOD TITLE TO AND CONDITION OF ASSETS. (a) Each of Acquiror and it subsidiaries has good and marketable title to all of its material properties and assets, other than real property leased by Acquiror or such subsidiaries, whether personal or mixed, tangible or intangible, and wherever located. (b) The Acquiror Fixed Assets (as such term is hereinafter defined) currently in use or necessary for the business and operations of Acquiror and each of its subsidiaries are in good operating condition, normal wear and tear excepted. For purposes hereof, the term “Acquiror Fixed Assets” means all vehicles, machinery, equipment, tools, supplies, leasehold improvements, furniture and fixtures used, leased or owned by Acquiror or its subsidiaries.

GOOD TITLE TO AND CONDITION OF ASSETS. (a) Each of the Company and it subsidiaries has good and marketable title to all of its material Assets (as such term is hereinafter defined), free and clear of any Liens other than Permitted Liens. For purposes of this Agreement, the term “Assets” means all of the properties and assets of the Company and its subsidiaries which are reflected on the Current Balance Sheet or acquired after the date of the Current Balance Sheet (except assets or properties sold or otherwise disposed of in the ordinary course of business since such date), other than the Leased Premises, whether personal or mixed, tangible or intangible, and wherever located.

GOOD TITLE TO AND CONDITION OF ASSETS. (a) Except as set forth on Schedule 3.13(d) the Company is the true and lawful owner of the Purchased Assets free and clear of all Liens. (b) The Fixed Assets currently in use or necessary for the conduct of the business and operations of the Company are in adequate operating condition, normal wear and tear excepted, and have been maintained substantially in accordance with the Company's standard maintenance practices. (c) The Purchased Assets constitute all the properties, assets and rights forming a part of, used, held or intended to be used in, and all such properties, assets and rights as are necessary in the conduct of the Business of the Company. (d) The Company has the complete and unrestricted power and unqualified right to sell, assign, transfer, convey and deliver the Purchased Assets to ViaSource without penalty or other adverse consequences free and clear of all liens except those set forth on Schedule 3.13(d).

GOOD TITLE TO AND CONDITION OF ASSETS. Suplementos Solgar has good title to, or a valid and binding leasehold interest in, the assets of Suplementos Solgar, and Seller and the Asset Transferor Entities, collectively, have good and valid title to, or a valid and binding leasehold interest in, the Assets (other than Intellectual Property which is addressed in Section 4.9), in each case free and clear of all Encumbrances, except (i) as set forth on Schedule 4.7(a) and (ii) Permitted Encumbrances. Except as set forth on Schedule 4.7, the Assets, the assets of Suplementos Solgar and the rights granted to Buyer pursuant to this Agreement and the Operative Agreements, and the closing deliveries hereunder and thereunder, constitute, and on the Closing Date will constitute, substantially all of the assets, properties and rights used in or necessary to the conduct of the Business as currently conducted. Except as set forth on Schedule 4.7, there are no facilities or services which are used in connection with the Assets or the assets of Suplementos Solgar and material to the Business and which are shared with or used in any business or other operations of the Relevant Parties or their Affiliates. Except as set forth on Schedule 4.7 and for the provision of shared facilities and services described on Schedule 4.7, the Business is not conducted by any Affiliate of Seller other than the Relevant Parties.