Tangible Property and Assets. Except as disclosed in Schedule 3.17 hereto, Xxxxx has good and marketable title to, or has valid leasehold interests in or valid rights under contract to use, all tangible property and assets used in and, individually or in the aggregate, material to the conduct of the businesses of Xxxxx xxxx and clear of all Liens other than (i) any statutory Lien arising in the ordinary course of business by operation of law with respect to a liability that is not yet due or delinquent and (ii) any minor imperfection of title or similar Lien which individually or in the aggregate with other such Liens does not materially impair the value of the property or asset subject to such Lien or the use of such property or asset in the conduct of the business of Xxxxx. All such property and assets are, in all material respects, in good working order and condition, ordinary wear and tear excepted, and adequate and suitable for the purposes for which they are presently being used.
Tangible Property and Assets. Except as disclosed in the Parent SEC Documents filed prior to the date of this Agreement, Parent and its Subsidiaries have good and marketable title to, or have valid leasehold interests in or valid rights under contract to use, all tangible property and assets used in and, individually or in the aggregate, material to the conduct of the businesses of Parent and its Subsidiaries taken as a whole, free and clear of all Liens other than (i) any statutory Lien arising in the ordinary course of business by operation of law with respect to a liability that is not yet due or delinquent and (ii) any minor imperfection of title or similar Lien which individually or in the aggregate with all other such Liens does not materially impair the value of the property or asset subject to such Lien or the use of such property or asset in the conduct of the business of Parent or any such Subsidiary. All such property and assets are, in all material respects, in good working order and condition, ordinary wear and tear excepted, and adequate and suitable for the purposes for which they are presently being used.
Tangible Property and Assets. Enterprise or an Enterprise Subsidiary has fee title to the Enterprise Owned Property and, to Enterprise’s Knowledge, valid leasehold interests in or otherwise legally enforceable rights to use all of the Enterprise Leased Property. Except as has not had, and would not reasonably be expected to have, a Material Adverse Effect on Enterprise, all buildings, structures, fixtures, building systems and equipment, and all components thereof included in the Enterprise Owned Property and, to Enterprise’s Knowledge, the Enterprise Leased Property, are sufficient for the operation of the business of Enterprise and Enterprise Subsidiaries as currently conducted.
Tangible Property and Assets. 3.9.1. The Company does not own any real estate property.
Section 3.9.1 to the Schedule of Exceptions includes an accurate and complete list of all tangible property and assets owned or leased by the Company (the “Tangible Property”), specifically stating, for each such item of tangible property, whether it is owned or leased by the Company. No item of such Tangible Property is shared by the Company with any other party, and, the Company does not depend for its business upon any assets, facilities or services owned or supplied by any affiliate of the Company.
3.9.2. Except as set forth in Section 3.9.2 of the Schedule of Exceptions.
(a) The Company has good and marketable title to, or a valid leasehold interest in all items of the Tangible Property, free and clear of any limitation whatsoever, including, without limitation, free and clear of any Security Interests, loans, options and third party rights, claims, restrictions or interests of any kind, contractual or otherwise, restrictions on transfer, preemptive or similar rights (collectively, “Limitations”).
(b) With respect to all items of Tangible Property leased by the Company, the Company is in compliance with all terms and conditions applicable to such leases.
(c) The Company has the right to use all Tangible Property to the full extent without any Limitation whatsoever.
Tangible Property and Assets. Other than as contemplated in Section 2 hereof, the Company has no facilities or assets.
Tangible Property and Assets. Parent or a Parent Subsidiary has fee title to the Parent Owned Property and, to Parent’s Knowledge, valid leasehold interests in or otherwise legally enforceable rights to use all of the Parent Leased Property. Except as has not had, and would not reasonably be expected to have, a Material Adverse Effect on Parent, all buildings, structures, fixtures, building systems and equipment, and all components thereof included in the Parent Owned Property and, to Parent’s Knowledge, the Parent Leased Property, are sufficient for the operation of the business of Parent and Parent Subsidiaries as currently conducted.
Tangible Property and Assets. (a) PHC and the Subsidiaries have good and marketable title to, or have valid fee simple title or leasehold interests in, as applicable, or valid rights under contract to use, all tangible property and assets owned and/or used in and, individually or in the aggregate, material to the conduct of its or their businesses including all tangible property and assets reflected on the latest audited balance sheet included in the PHC Financial Statements, other than property or assets disposed of since such date or held subject to a lease or other contract permitted to expire in accordance with its terms since such date, in either case in the ordinary course of business (the "Tangible Property and Assets").
(b) PHC's title to the Tangible Property and Assets described in clause (a) is free and clear of all Liens other than (i) any statutory Lien arising in the ordinary course of business by operation of law with respect to a liability that is not yet due or delinquent and (ii) any imperfection of title or similar Lien which individually or in the aggregate with other such Liens does not materially impair the value of the property or asset subject to such Lien or the use of such property or asset in the conduct of the business of PHC and the Subsidiaries taken as a whole and (iii) any Lien which shall be satisfied and released of record as of the Closing Date. All such property and assets are, in all material respects, in good working order and condition, ordinary wear and tear excepted, and, to the knowledge of PHC, adequate and suitable for the purposes for which they are presently being used.
(c) On the date hereof and on the Closing Date, the inventory and consumable supplies located at and used in connection with the operation of the Leased PHC Facilities are and shall be in a good and useable condition and sufficient in quantity and quality to operate such Leased PHC Facilities in a manner consistent with the past practices of PHC.
(d) Neither PHC nor any of the Subsidiaries has received notice of any pending or threatened condemnation or taking by power of eminent domain or otherwise of any of the Tangible Assets or Property or, with respect to PHC's corporate office, any notice of any tax or special lien or assessment which would not be paid in full by the Closing Date.
(e) Except as set forth in the PHC Disclosure Documents, neither PHC nor any of the Subsidiaries has notice that any of the Tangible Assets or Property is not in compliance with applicable bu...
Tangible Property and Assets. Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement, the Company and its Subsidiaries have good and marketable title to, or have valid leasehold interests in or valid rights under contract to use, all tangible property and assets used in and, individually or in the aggregate, material to the conduct of the businesses of the Company and its Subsidiaries taken as a whole (including all tangible property and assets reflected on the latest audited balance sheet included in such Company SEC Reports or acquired since such date, other than property or assets disposed of since such date or held subject to a lease or other contract permitted to expire in accordance with its terms since such date, in either case in the ordinary course of business), free and clear of all Liens other than (i) any statutory Lien arising in the ordinary course of business by operation of law with respect to a liability that is not yet due or delinquent and (ii) any minor imperfection of title or similar Lien which individually or in the aggregate with other such Liens does not materially impair the value of the property or asset subject to such Lien or the use of such property or asset in the conduct of the business of the Company or any such Subsidiary. All such property and assets are, in all material respects, in good working order and condition, ordinary wear and tear excepted, and adequate and suitable for the purposes for which they are presently being used.
Tangible Property and Assets. XXXXXX DEL SUR has good and marketable title to, or has valid leasehold interests in or valid rights under contract to use, all tangible property and assets used in and, individually or in the aggregate, material to the conduct of the businesses of XXXXXX DEL SUR taken as a whole, free and clear of all Liens other than (i) any statutory Lien arising in the ordinary course of business by operation of law with respect to a liability that is not yet due or delinquent and (ii) any minor imperfection of title or similar Lien which individually or in the aggregate with other such Liens does not materially impair the value of the property or asset subject to such Lien or the use of such property or asset in the conduct of the business of XXXXXX DEL SUR. All such property and assets are, in all respects material to XXXXXX DEL SUR taken as a whole, in good working order and condition, ordinary wear and tear excepted, and adequate and suitable for the purpose for which they are presently being used.
Tangible Property and Assets. The Company and its Subsidiaries have good and marketable title to, or have valid leasehold interests in or valid rights under contract to use, all tangible property and assets used in and, individually or in the aggregate, material to the conduct of the businesses of the Company and its Subsidiaries taken as a whole, free and clear of all Liens other than: (i) any statutory Lien arising in the ordinary course of business by operation of law with respect to a liability that is not yet due or delinquent and (ii) any minor imperfection of title or similar Lien which individually or in the aggregate with other such Liens does not impair the value of the property or asset subject to such Lien or the use of such property or asset in the conduct of the business of the Company or any such Subsidiary. All such property and assets having a fair market value of Ten Thousand Dollars ($10,000) or more as of the date hereof are in good working order and condition, ordinary wear and tear excepted, and adequate and suitable for the purposes for which they are presently being used. To the Company's knowledge, all such property and assets having a fair market value of less than Ten Thousand Dollars ($10,000) as of the date hereof are in good working order and condition, ordinary wear and tear excepted, and adequate and suitable for the purposes for which they are presently being used. Neither the Company nor any Company Subsidiary owns any real property. Upon the consummation of the Merger, the Surviving Corporation will own or have the use of all assets which are necessary and appropriate to operate the businesses of the Company and the Company Subsidiaries as currently conducted or as currently contemplated to be conducted.
