Purchased Assets; Business. (a) Except as set forth in Section 2.9(a) of the Seller Disclosure Schedule, Seller has good, marketable and valid title to or, in the case of leases and licenses, valid and subsisting leasehold interests or licenses in, all of the Purchased Assets (except for such Purchased Assets disposed of as permitted by Section 4.1), in each case free and clear of all Encumbrances, except for Permitted Encumbrances and as set forth in the Financial Statements. Except as set forth in Section 2.9 of the Seller Disclosure Schedule, none of the Purchased Assets are subject to any covenant or restriction prohibiting or limiting their transfer under this Agreement. Except as set forth in Section 2.9 of the Seller Disclosure Schedule, Seller does not own or lease any real property used in or otherwise related to the Business.
Purchased Assets; Business. The Purchased Assets constitute all of the assets of Shareholder and Sellers used by Shareholder and Sellers in the conduct of the Business at the Acquired Sites and certain of such assets used at the Other Sites (subject to Section 8.02), but excluding the Excluded Intangibles. True and complete copies of the Assigned Agreements have been furnished to Buyer.
Purchased Assets; Business. (a) To Borrower’s knowledge and except as set forth in Section 3.8 of the Borrower Disclosure Schedule, Borrower has good, marketable and valid title to or, in the case of leases and licenses, valid and subsisting leasehold interests or licenses in, all of the Purchased Assets (except for such Purchased Assets disposed of as permitted by Section 6.1), in each case free and clear of all Encumbrances, except as set forth on Section 3.8 of the Borrower Disclosure Schedule. To Borrower’s knowledge and except as set forth in Section 3.8 of the Borrower Disclosure Schedule, none of the Purchased Assets are subject to any covenant or restriction prohibiting or limiting their transfer under this Agreement. Except as set forth in Section 3.8 of the Borrower Disclosure Schedule, Borrower does not own or lease any real property.
Purchased Assets; Business. (i) Exhibit 5.01(d)(i) is a substantially accurate and complete list of the Assigned Agreements, setting forth the name and date of, and parties to, each such agreement, and indicating whether any consent is required for the assignment of such agreement by Seller to Buyer, as contemplated by this Agreement. All material Assigned Agreements (in terms of both revenues and liabilities) are included in Exhibit 5.01(d)(i). True and complete copies of the Assigned Agreements have been furnished or made available to Buyer. The Seller has no material oral business agreements. Except as set forth on Exhibit 5.01(d)(i), Seller is not in default (and no event or circumstance exists which, with notice or lapse of time or both, would constitute a default by Seller) in any material respect under any of the Assigned Agreements and, to the Knowledge of Seller, no other party to the Assigned Agreements is in default under such agreements. Each Assigned Agreement is in full force and effect. Except for Employment Contracts and any consents, waivers, or approvals required by the terms of the Assigned Agreements, Seller has the right to assign the Assigned Agreements, and Seller has not otherwise assigned, pledged or encumbered its interest in the Assigned Agreements except as set forth in Exhibit 5.01(d)(i). Many Assigned Agreements contain maintenance or warranty obligations on the part of Seller that under the terms of the Assigned Agreement are limited to the revenues received by Seller under such Assigned Agreement. In general, the Assigned Agreements exclude liability for consequential damages.
Purchased Assets; Business. (a) Except as set forth in Section 3.9 of the Obligor Disclosure Schedule, Borrowers have good, marketable and valid title to or, in the case of leases and licenses, valid and subsisting leasehold interests or licenses in, all of the Purchased Assets (except for such Purchased Assets disposed of as permitted by Section 6.1), in each case free and clear of all Encumbrances, except as set forth in the Financial Statements. Except as set forth in Section 3.9 of the Obligor Disclosure Schedule, none of the Purchased Assets are subject to any covenant or restriction prohibiting or limiting their transfer under this Agreement. Except as set forth in Section 3.9 of the Obligor Disclosure Schedule, Borrowers do not own or lease any real property.
Purchased Assets; Business. (a) Except as set forth in Section 2.10 of the Seller Disclosure Schedule, Seller has good and valid title to or, in the case of leases and licenses, valid and subsisting leasehold interests or licenses in, all of the tangible Purchased Assets (except for such Purchased Assets disposed of as permitted by Section 4.1), in each case free and clear of all Encumbrances, except for Permitted Encumbrances or as set forth in the Financial Statements. Seller does not own or lease any real property.
