Ownership; Sufficiency. (a) Except as otherwise described in the disclosure Schedule with a reference to this Section, Seller is the owner, beneficially and of record, of all of the Assets, free and clear of all liens, encumbrances, security agreements, equities, options, claims, charges and restrictions, and Seller will transfer the Assets to Purchaser at the Closing, free and clear of all liens, encumbrances, security agreements, equities, options, claims, charges and restrictions. (b) Except for insubstantial assets which can be replaced for not more than an aggregate of $1,000, the Assets include absolutely all fixed, non-fixed, tangible and intangible assets which were used by Seller in connection with the Business on the date hereof. All such assets are accepted as is , dependent upon inspection of Purchaser prior to Closing. (c) There are no defects in any fixed assets or other conditions relating thereto which, in the aggregate, materially adversely affect the operation or value of such fixed assets.
Appears in 3 contracts
Samples: Purchase and Sale Agreement (New York Health Care Inc), Purchase and Sale Agreement (New York Health Care Inc), Purchase and Sale Agreement (New York Health Care Inc)
Ownership; Sufficiency. (a) Except as otherwise described in the disclosure Schedule with a reference to this Section, Seller is the owner, beneficially and of record, of all of the Assets, free and clear of all liens, encumbrances, security agreements, equities, options, claims, charges and restrictions, and Seller will transfer the Assets to Purchaser at the Closing, free and clear of all liens, encumbrances, security agreements, equities, options, claims, charges and restrictions.
(b) Except for insubstantial assets which that can be replaced for not more than an aggregate of $1,000, the Assets include absolutely all fixed, non-fixed, tangible and intangible assets which that were used by Seller in connection with the Business on the date hereof. All such assets are accepted as is , dependent upon inspection of Purchaser prior to Closing.
(c) There are no defects in any fixed assets or other conditions relating thereto which, in the aggregate, materially adversely affect the operation or value of such fixed assets.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (New York Health Care Inc), Purchase and Sale Agreement (New York Health Care Inc)