Sufficiency of and Title to Assets. GTFM and each of the GTFM Subsidiaries owns or licenses, and upon the consummation of the Merger, the Surviving Company and its Subsidiaries will own or license, all right, title and interest in and to all of the properties, assets, Contracts and rights of any kind, whether tangible or intangible, real or personal (including, without limitation, the Concession), necessary to enable GTFM (prior to the Closing) and the Surviving Company (after the Closing) to conduct the GTFM Business as presently conducted (the "GTFM Assets"), free and clear of any Encumbrances other than Permitted Encumbrances, except as set forth in Section 5.19 of the Seller Disclosure Schedule.
Sufficiency of and Title to Assets. The assets owned, leased, or licensed by the Company and its Subsidiaries as of the date hereof (and for the avoidance of doubt, immediately following the consummation of the Transactions) constitute all material assets used in connection with the business of the Company and its Subsidiaries, and such assets constitute all the assets necessary for the Company and its Subsidiaries to continue to conduct its business in the same manner as they are presently being conducted or proposed to be conducted. Except as set forth in Schedule 2.23 and for physical damage for which adequate accruals are reflected in the Interim Financial Statements, the Rolling Stock, taken as a whole, (i) is in the Company’s possession and control, (ii) is in good operating condition and repair (subject to normal wear, repairs, and maintenance), (iii) is usable in the ordinary course of business, (iv) is properly and currently licensed and registered and is otherwise in conformance with applicable Legal Requirements, Permits, warranties and maintenance schedules relating to its construction, manufacture, modification, use and operation, (v) is in good operating condition as compared to tractors and trailers of its age and type and (vi) has been maintained and serviced in a manner materially consistent with manufacturers’ recommendations and requirements, United States Department of Transportation (“USDOT”) standards and the standards of any other Governmental Authority applicable to the Rolling Stock. Schedule 2.23-1 sets forth the Rolling Stock owned or leased by the Company or any of its Subsidiaries as of the date of the Latest Balance Sheet (and indicates whether such Rolling Stock is either owned or leased), and, except for acquisitions and dispositions in the ordinary course of business since such date, such Rolling Stock is owned or leased by the Company or the applicable Subsidiary of the Company as of the Closing Date. The assets of the Company and its Subsidiaries are not subject to any Lien, except for Liens disclosed on Schedule 2.23 and Liens not securing any Indebtedness that are immaterial individually and in the aggregate.
Sufficiency of and Title to Assets. The assets owned, leased or licensed by the Companies constitute all material assets used in connection with the businesses of the Companies, and such assets constitute all the assets sufficient for the Companies to continue to conduct their businesses in the same manner as they are presently being conducted. The owned assets of the Companies are not subject to any Liens except Permitted Liens.
Sufficiency of and Title to Assets. Upon the consummation of the transactions contemplated by this Agreement, the Sellers will have assigned, transferred and conveyed to the Buyer all of the Purchased Property free and clear of any Encumbrances, except for Permitted Encumbrances, which Purchased Property (a) constitutes all of the properties and assets now held or employed by the Sellers or any of their Affiliates that are attributable to the Businesses, (b) constitutes and on the Closing Date will constitute, all of the property and assets that are necessary to permit the operation of the Businesses as historically and currently conducted, (c) is suitable for the purposes for which it is currently used, and (d) is to be conveyed hereunder in good operating condition and repair, subject to reasonable use, wear and tear. No assets used in the Businesses are owned by any party other than one of the Sellers except for property that is the subject of the Contracts.
Sufficiency of and Title to Assets. The assets owned, leased, or licensed by the Company and its Subsidiaries constitute all material assets used in connection with the business of the Company and its Subsidiaries, and such assets constitute all the assets necessary for the Company and its Subsidiaries to continue to conduct its business in the same manner as it is presently being conducted. The owned assets of the Company and its Subsidiaries are not subject to any Lien, except for Liens disclosed on Schedule 3.20 and Liens that are immaterial individually and in the aggregate.
Sufficiency of and Title to Assets. The Company owns, and upon the consummation of the transactions contemplated by this Agreement Parent or the Company will own, all right, title and interest in and to, or have a valid leasehold in, all of its tangible properties and assets, whether real, personal or mixed, necessary to enable the Company (prior to the Closing) and Parent and the Company (after the Closing) to conduct the Company Business (the “Company Assets”), free and clear of any Encumbrances. Except for those licenses, consents and payments set forth on Section 4.20 of the Company Disclosure Schedule, no licenses or consents from, or payments to, any Person are or will be necessary for Parent to use any of the Company Assets in substantially the manner in which the Company and its Affiliates have used the Company Assets. No restrictions will exist on Parent’s right to sell, resell, license or sublicense any of the Company Assets or engage in the Company Business, nor will any such restrictions be placed on Parent as a consequence of the Transaction or any of the other transactions contemplated by this Agreement or any of the Ancillary Agreements. The Company has sole right, title and interest in and to all of the assets on the Audited Company Financial Statements and the Interim Period Unaudited Company Balance Sheet, free and clear of any Encumbrances. Excluding the Company’s Intellectual Property Rights, Section 4.20 of the Company Disclosure Schedule sets forth all Contracts, Company Assets or any other assets used in the Company Business that are owned by any Person other than the Company (“Omitted Assets”).
Sufficiency of and Title to Assets. (a) The Company has good title to or, in the case of the Leased Real Property or leased personal property, valid leasehold interests in, its properties and assets, free and clear of all Liens except Permitted Liens.
(b) The assets and properties of the Company immediately following the Closing will constitute all of the assets (whether real, personal or mixed and whether tangible or intangible) necessary and sufficient to permit the Company to conduct its business in accordance with the past practices of the Company and as presently planned to be conducted.
(c) Except for the Business, the Company is not engaged in any business or other commercial activity.
(d) There are no assets, properties or rights (whether real, personal or mixed and whether tangible or intangible) that are owned or used by the Company that are not related to or utilized in its Business.
Sufficiency of and Title to Assets. (a) The properties and assets of the Company comprise in all material respects, all of the assets and properties of the Company that are used in the conduct of its business as conducted on the date hereof, are sufficient for the continued conduct of such business after the Closing in substantially the same manner as conducted prior to the Closing, and constitute the properties and assets that are required to conduct its business as currently conducted by the Company.
(b) The Company has valid title to, or a valid leasehold interest in (or other right to use), all real property and personal property and other assets, tangible or intangible, used in or reasonably necessary for the conduct of its business in the ordinary course consistent with past practice or shown to be owned by the Company on the Latest Balance Sheet, free and clear of all Liens, except for assets disposed of in the ordinary course of business since the date of the Latest Balance Sheet. The representations in this Section 5.11(b) shall not apply to the Company’s Intellectual Property, for which representations are included in Section 5.20 of this Agreement.
(c) Section 5.11(c) of the Disclosure Schedule lists (i) the street address of each parcel of real property owned, leased or otherwise controlled by the Company; (ii) if such property is leased or subleased by the Company (the “Leased Real Property”), the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such real property. With respect to Leased Real Property, the Company has delivered or made available to Buyer true, complete and correct copies of any leases affecting the real property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any Leased Real Property. The use and operation of the real property in the conduct of the Company’s business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or
Sufficiency of and Title to Assets. Except as would not have a Material Adverse Effect, the Acquired Assets constitute and on the Closing Date will constitute all of the assets or property held on the date hereof and used or formerly used in the Business except the Excluded Assets and for items of Inventory and Supplies removed, sold, leased or otherwise disposed in accordance with Section 1.6. LTV Companies have good title to, or right by license, lease or other agreement to use, the Acquired Assets. Subject to the entry of the Sale Order, at the Closing, LTV Companies will have the right to transfer the Acquired Assets to Buyer free and clear of all Liens, other than Liens included in the Assumed Liabilities and Permitted Liens.
Sufficiency of and Title to Assets. Exceptions
