Property; Sufficiency of Assets. Except in each case as would not reasonably be expected to have a Material Adverse Effect, the Company and its subsidiaries (i) have good and valid title to all property material to the business of the Company and reflected in the latest audited financial statements included in the SEC Documents as being owned by the Company and its subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of in the ordinary course of business since the date thereof), and (ii) are collectively the lessee of all property material to the business of the Company and reflected as leased in the latest audited financial statements included in the SEC Documents (or on the books and records of the Company as of the date thereof) or acquired after the date thereof (except for leases that have expired by their terms) and are in peaceful and undisturbed possession of the properties purported to be leased thereunder, and each such lease is valid and in full force and effect without default thereunder by the lessee or the lessor. Such owned and leased property that is tangible personal property is in good working order, reasonable wear and tear excepted, and is suitable for the use for which it is intended, except that, which individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Onex Corp), Agreement and Plan of Merger (Nebco Evans Holding Co), Agreement and Plan of Merger (Ameriserve Food Distribution Inc /De/)
