Ownership of Business Assets. Each Loan Party has absolute and unencumbered title to (or valid leasehold interest in) assets owned by it, free and clear of all encumbrances, liens, security interests and the rights of any other parties whatsoever except for Permitted Liens.
Ownership of Business Assets. All business and clinical forms, marketing materials, and telephone numbers used by the practices are and shall remain the exclusive property of SHOOPAK. At such time as this Agreement is terminated in accordance with the provisions hereof, DENTIST shall have no right, title or interest in and to any of the aforesaid properties or assets.
Ownership of Business Assets. 6.1 The Selling Entities and the Transferred Companies are the sole legal and beneficial owners or holders of the Business Assets that are capable of being so owned or held, free from all Encumbrances (other than Permitted Encumbrances).
6.2 Each of the Business Assets capable of possession is in the possession of a Selling Entity or a Transferred Company and, in the case of those that are Transferred Assets, suitable for transferring.
Ownership of Business Assets. Seller has title to each of the Business Assets, including, without limitation, all leasehold estates and all other material tangible and intangible assets, free and clear of Encumbrances (as defined below) except for Encumbrances (a) that are reflected in Seller’s financial statements, (b) that constitute statutory liens arising in the ordinary course of business, (c) that constitute the Assumed Obligations, (d) that will be paid in full at Closing out of Seller’s proceeds from the consummation of the transactions contemplated hereby, (e) that are to be pro-rated upon Closing
Ownership of Business Assets. Regardless of the legal structure of the Acquisition, it is important that, upon consummation of the Acquisition, title to all assets used in the operation of the Business (including but not limited to intellectual property) be vested in Buyer or its subsidiary. This may require execution by Seller’s principal equity owners, or others, of appropriate instruments of conveyance in connection with the Closing.
Ownership of Business Assets. (excluding the Properties)
4.1 Each of the material assets (other than Properties) included in the Company Accounts or acquired by the Company since the Accounts Date (other than current assets sold, realised or applied in the normal course of trading) is owned both legally and beneficially by the Company and each of those assets capable of possession is in the possession of the Company (save where in the possession of a third party in the normal course of business) and situated in the United Kingdom.
4.2 No option, right to acquire, mortgage, charge, pledge, lien (other than a lien arising by operation of law in the ordinary course of trading) or other form of Security Interest or Encumbrance or equity on, over or affecting the whole or any part of the undertaking or assets of the Company is outstanding and there is no agreement or commitment to give or create any and, so far as the Seller is aware, no claim has been made by any person to be entitled to any.
4.3 So far as the Seller is aware, there are no agreements or arrangements restricting the freedom of the Company to use or dispose of any of the Business Assets as it thinks fit.
4.4 The Business Assets sold or licenced to the Company under the Business Purchase Agreement, taken together with any asset leased, licenced or otherwise available to the Company under the Services Agreement, are sufficient to enable the Company to carry on the Business after Completion in substantially the same manner as it was carried on immediately prior to Completion.
Ownership of Business Assets. None of the Sellers or any of their Affiliates has an interest or expects to maintain an interest in any assets or property of the Company, including, without limitation, any Own Property or Leased Property, Intellectual and Industrial Property of the Company, that is used or that is necessary to carry out the Company’s Business in the manner in which it is currently carried out.
Ownership of Business Assets. 3.1 Each of the Business Assets is owned both legally and beneficially by the Seller and each of the Business Assets capable of possession is in the possession of the Seller and situated in the United Kingdom.
3.2 No option, right to acquire, mortgage, charge, pledge, lien (other than a lien arising by operation of law in the ordinary course of business) or other right exercisable by third parties or other form of security or encumbrance or equity on, over or affecting the whole or any part of the Business Assets is outstanding and there is no agreement or commitment to give or create any and no claim has been made by any person to be entitled to any.
3.3 All consents, approvals, authorisations and waivers of third parties which are required for the transfer of the Business Assets to the Purchaser including, without limitation, Third Party Consents have been obtained in writing.
Ownership of Business Assets. All of the Business Assets are owned by the Selling Companies, and Selling Companies have good and valid title to such Business Assets free and clear of all Encumbrances other than Permitted Encumbrances. Such Business Assets shall be transferred to Buyer (or a Designated Buyer Subsidiary) as of the Closing free and clear of all Encumbrances other than Permitted Encumbrances. Except as set forth in Section 3.1(d) of the Parent Disclosure Schedule, the Company has good and valid title to all of the assets it uses or holds for use in the conduct of the Business, free and clear of all Encumbrances other than Permitted Encumbrances. All of the material tangible personal property, other than inventory, owned or used by the Company or included in the Business Assets (i) are in all material respects adequate and suitable for their present uses, (ii) are in good working order, operating condition and state of repair (ordinary wear and tear excepted), and (iii) have been maintained in all material respects in accordance with normal industry practice.
Ownership of Business Assets. Seller has title to each of the Business Assets, including, without limitation, all leasehold estates and all other material tangible and intangible assets, free and clear of Encumbrances (as defined below) except for Encumbrances (a) that are reflected in Seller’s financial statements, (b) that constitute statutory liens arising in the ordinary course of business, (c) that constitute the Assumed Obligations, (d) that will be paid in full at Closing out of Seller’s proceeds from the consummation of the transactions contemplated hereby, (e) that are to be pro-rated upon Closing hereunder (e.g. real estate taxes and assessments), and/or (f) that have been consented to in writing by Buyer (collectively, the “Permitted Liens”). For purposes of this Agreement, the term “Encumbrance” shall mean all charges, claims, mortgages, liens, options, pledges, security interests, rights of first refusal, adverse claims and restrictions of any kind, including, without limitation, all restrictions on transfer or other assignment, as security or otherwise, of or relating to use, quiet enjoyment, voting, transfer, receipt of income or exercise of any other attribute of ownership, on the Business Assets. At the Closing, the Seller shall cause the Business and the Business Assets to be released from the Encumbrances other than the Assumed Obligations and current real estate taxes, either by paying the Encumbrances in full or by causing the Business and the Business Assets to be released from any liability therefore. Notwithstanding the foregoing, Seller may contest the validity of any such Encumbrance, in which event (A) Seller shall post a statutory bond, cause the Title Company to insure over, or otherwise cause the lien of any such Encumbrance to be released as of the Closing, or (B) Seller shall deposit with the Deposit Holder, from Seller’s proceeds, an amount equal to 110% of the contested Encumbrance (each a “Contested Encumbrance Deposit”) at Closing from the Purchase Price, and the Contested Encumbrance Deposit shall continue to be held by Deposit Holder until any dispute with respect to such Encumbrance has been resolved or the lien on the Business Assets applicable to such Encumbrance has been fully released. Upon consummation of the transactions contemplated hereby, Buyer shall receive the Business Assets free and clear of any Encumbrances except for the Assumed Obligations and current real estate taxes. The Business Assets constitute all of the assets, property and...
