Ownership and Condition of the Assets. The Company is the sole and exclusive legal and equitable owner of and has good and marketable title to the Assets listed on Schedule 2.9 to this Agreement and such Assets are free and clear of all Encumbrances except as indicated on Schedule 2.7. No Person or Government Entity has an option to purchase, right of first refusal or other similar right with respect to all or any part of the Assets. All of the personal property of the Company used in the operation of its business is in good working order and repair, ordinary wear and tear excepted, and is suitable and adequate for the uses for which it is intended or is being used.
Ownership and Condition of the Assets. Schedule 2.4(a) attached hereto sets forth a true, correct and complete list of all liens, mortgages, security interests, restrictions, pledges, charges and encumbrances (collectively, “Encumbrances”) affecting the Assets (including the assets and properties of BioSepra, S.A.) or the Business. The Seller or BioSepra, S.A. is, and at the Closing will be, the true and lawful owner of or will have valid and subsisting leasehold interests in or valid licenses to use, all of the Assets and all other assets used or held for use in connection with or necessary to the Business, and upon payment therefore by Buyer, subject to the Related Agreements, Buyer will have good and marketable title thereto, or valid and subsisting leasehold interests in or valid licenses to use such assets free and clear of all Encumbrances of any kind, except for those created by Buyer and except as set forth on Schedule 2.4(b) attached hereto (the “Permitted Encumbrances”). The Assets and the assets of BioSepra, S.A., taken as a whole, constitute all the properties and assets relating to or used or held for use solely in connection with the Business during the past 12 months (except inventory sold, cash used in the Business, accounts receivable collected, prepaid expenses realized, contracts fully performed, properties or assets replaced by equivalent or superior properties or assets, in each case in the ordinary course of the Business, and Excluded Assets). Schedule 2.4(c) attached hereto sets forth a true, correct and complete list of all material assets used in the Business which are also used in Seller’s (or its Affiliates’) other businesses (indicating whether they are owned by Seller or BioSepra, S.
A.) Except for the Excluded Assets and as contemplated in the Related Agreements, there are no assets or properties used solely in the conduct of the Business and owned by any person or entity other than BioSepra, S.A. that will not be transferred, leased or licensed to the Buyer (or its Affiliate) under valid, current leases or licenses effective as of the Closing. The Assets and all assets of BioSepra, S.A. are in good operating condition and are adequate for the purposes for which they are currently used or held for use. To the knowledge of the Seller, except as contemplated herein and in the Related Agreements, there are no facts or conditions affecting the Assets or the assets and properties of BioSepra, S.A. which could, individually or in the aggregate, reasonably be expected to ...
Ownership and Condition of the Assets. Except as set forth on Schedule 2.8, the Company is the sole and exclusive legal and equitable owner of and has good and marketable title to the Assets it purports to own and such Assets are free and clear of all Encumbrances other than Permitted Encumbrances. No person or Governmental Entity has an option to purchase, right of first refusal or other similar right with respect to all or any part of such Assets other than in the Ordinary Course of Business. All of the personal property of the Company is in good working order and repair, ordinary wear and tear excepted, and is suitable and adequate for the uses for which it is intended or is being used except for instances which could not reasonably be expected to have a Company Material Adverse Effect. Except as set forth on Schedule 2.8, the minerals of tantalum, tin, gold and tungsten are not necessary to the functionality or production of any of the Assets, including any product of the Company. The personal property currently owned or leased by the Company, together with all other properties and Assets of the Company, are sufficient for the continued conduct of the Company’s business after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and Assets necessary to conduct the business of the Company as currently conducted. This Section 2.8 shall not apply to Intellectual Property matters, which are addressed in Section 2.15.
Ownership and Condition of the Assets. (a) The Company (together with the Subsidiaries) is the sole and exclusive legal and equitable owner of and has good and marketable title to the Assets and, except as set forth in Schedule 3.9(a), such Assets are free and clear of all Encumbrances. No person or Government Entity has an option to purchase, right of first refusal or other similar right with respect to all or any part of the Assets. All of the personal property of the Company and the Subsidiaries is in good working order and repair, ordinary wear and tear excepted, and is suitable and adequate for the uses for which it is intended or is being used. All inventory of the Company and the Subsidiaries consists of items which are good and merchantable and of a quality and quantity presently usable and salable in the ordinary course of business.
(b) Schedule 3.9(b) lists all hardware, computer software, know-how (and the manner in which such know-how is memorialized) and other technology (collectively, the "Company Technology") which the Company or a Subsidiary owns or licenses and the nature of the Company's or the Subsidiary's rights in each item of Company Technology. Except as expressly described on Schedule 3.9(b), the Company Technology is presently capable of enabling the Company and the Subsidiaries to conduct the business operations reflected in the Company's revenue and EBITDA projections dated April 16, 1998, a copy of which has been provided to Acquiror (the "Business Plan"), without modification or further design or development of the Company Technology or acquisition of any additional products, services or technology. Schedule 3.9(b) also describes the technology design and development that is currently ongoing or planned for 1998. Except as described on such schedule, the Company Technology operates in accordance with the product literature and Business Plan provided to Acquiror, and the Company is not aware of any significant limitations or operational deficiencies to which the Company Technology is subject.
Ownership and Condition of the Assets. (a) UCI is the sole and exclusive legal and equitable owner of and has good and marketable title to the Assets and, except as set forth in Schedule 3.9(a), such Assets are free and clear of all Encumbrances. No person or Government Entity has an option to purchase, right of first refusal or other similar right with respect to all or any part of the Assets. All of the personal property of UCI is in good working order and repair, ordinary wear and tear excepted, and is suitable and adequate for the uses for which it is intended or is being used.
(b) UCI represents and warrants that it owns no hardware, computer software, and other technology (collectively, the "Company Technology").
Ownership and Condition of the Assets. The Company or one of its Subsidiaries is the sole and exclusive legal and equitable owner of and has good and valid title to the Assets it purports to own and such Assets are free and clear of all Encumbrances other than Permitted Encumbrances. No person or Governmental Entity has an option to purchase, right of first refusal or other similar right with respect to all or any part of such Assets other than in the Ordinary Course of Business. All of the personal property of the Company and its Subsidiaries is in good working order and repair, ordinary wear and tear excepted, and is suitable and adequate for the uses for which it is intended or is being used except for instances that would not reasonably be expected to have a Company Material Adverse Effect.
Ownership and Condition of the Assets. The Company or a Subsidiary is the sole and exclusive legal and equitable owner of and has good and marketable title to the Assets it purports to own and such Assets are free and clear of all Encumbrances other than Permitted Encumbrances. No person or Government Entity has an option to purchase, right of first refusal or other similar right with respect to all or any part of such Assets other than in the ordinary course of business. All of the personal property of the Company and each of its Subsidiaries is in good working order and repair, ordinary wear and tear excepted, and is suitable and adequate for the uses for which it is intended or is being used.
Ownership and Condition of the Assets. CIENA or a Subsidiary is the sole and exclusive legal and equitable owner of and has good and marketable title to the Assets it purports to own and such Assets are free and clear of all Encumbrances other than Permitted Encumbrances. No person or Government Entity has an option to purchase, right of first refusal or other similar right with respect to all or any part of such Assets other than in the ordinary course of business. All of the personal property of CIENA and each of its Subsidiaries is in good working order and repair, ordinary wear and tear excepted, and is suitable and adequate for the uses for which it is intended or is being used, except to an extent that would not have a CIENA Material Adverse Effect.
Ownership and Condition of the Assets. The Company or a Subsidiary is the sole and exclusive legal and equitable owner of and has good and marketable title to the Assets reflected in the Audited Balance Sheets and in the Unaudited Balance Sheets, and all material Assets purchased by the Company or by any Subsidiary since October 31, 1999 (except for Assets reflected in such Audited Balance Sheets and Unaudited Balance Sheets or acquired since October 31, 1999 which have been sold or otherwise disposed of in the Ordinary Course of Business) and, except as set forth in Schedule 3.9, such Assets are free and clear of all Encumbrances. No Person or Government Entity has an option to purchase, right of first refusal or other similar right with respect to all or any part of the Assets. All of the personal property of the Company and the Subsidiaries is in good working order and repair, ordinary wear and tear excepted, and is suitable and adequate for the uses for which it is intended or is being used.
Ownership and Condition of the Assets. The Company is the sole and exclusive legal and equitable owner of and has good and marketable title to the Assets, set forth on the Unaudited Balance Sheet and, except as set forth in Schedule 2.9, such Assets are free and clear of all Encumbrances. No Person or Government Entity has an option to purchase, right of first refusal or other similar right with respect to all or any part of the Assets. All of the personal property of the Company is in good working order and repair, ordinary wear and tear excepted, and is suitable and adequate for the uses for which it is intended or is being used. The Assets of the Company include all assets necessary to conduct the business of the Company as it has been conducted, as it is currently being conducted and as it plans to be conducted (including particularly its planned joint venture with Telia) which were in the possession of the Company or its Affiliates on or before August 1, 1999 and which have been identified to the Acquiror in the schedules supplied to Acquiror.
