The Assets Generally Sample Clauses

The Assets Generally. (i) Except as set forth on Section 3.1(k) of the Disclosure Schedules, each of the Purchased Corporations owns good, clear and marketable title to, or holds pursuant to valid and enforceable leases, all of the Purchased Assets, free and clear of all Liens, except for Permitted Liens. No other Person owns any material assets used by the Purchased Corporations except for those assets set forth on Section 3.1(k) of the Disclosure Schedules. (ii) Except as set forth on Section 3.1(k) of the Disclosure Schedules, all the Purchased Assets are in good and serviceable condition (subject to normal wear and tear and immaterial damage or impairments of value) and are generally suitable for the uses for which they are intended. (iii) Except (a) as set forth on Section 3.1(k) of the Disclosure Schedules, (b) for (i) the assets set out in Section 1.1(d)(b)(A) of the Disclosure Schedules; and (ii) the assets set out in Section 1.1(d)(b)(B) of the Disclosure Schedules, (c) for the employment of the Transferred Employees, and (d) for the provision of any services being provided under the Transition Services Agreement, the Purchased Assets constitute all of the material properties and material assets (tangible and intangible) necessary to operate the moisture barrier technology business of the Seller Parent and its Affiliates substantially in the same manner as it was conducted by Seller Parent and its Affiliates prior to Closing.

The Assets Generally. Each of Seaway, Stablex and Gulfstream own the assets that are material to the Business and are reflected as being owned by each of them in their respective books and records, free and clear of all Liens, except for Permitted Liens. No other Person owns any assets that are material to the Business except for (i) the Leased Properties or the Property, (ii) the personal property leased by Seaway, Stablex and Gulfstream and listed in Section 3.1(o) of the Disclosure Letter and (iii) Intellectual Property and computer software and programs licensed to Seaway, Stablex and Gulfstream, all of which are listed in Section 3.1(s) of the Disclosure Letter. The tangible personal property and/or immoveable property owned or used by the Corporation in the operation of the Business is in good operating condition and repair, ordinary wear and tear excepted. All of the assets of the Corporation that are reflected on the Financial Statements, or which under GAAP are not required to be reflected thereon, include all of the assets that are necessary for use in and operation of the Business in a manner substantially equivalent to the manner in which the Business has been conducted and is currently conducted, and that are necessary for the Purchaser to conduct the Business in compliance with all Applicable Laws.

The Assets Generally. The Corporation and/or its subsidiaries have good and marketable title to, or have a valid leasehold interest in, the assets that are material to the Retail Business and that are reflected as being assets of the ▇▇▇▇▇ ▇▇▇▇▇▇▇ Group in the consolidated balance sheet of the ▇▇▇▇▇ ▇▇▇▇▇▇▇ Group as at October 31, 2012, other than any assets sold or otherwise disposed of or realized in the ordinary course of business of the Retail Business since October 31, 2012, free and clear of all Liens other than Permitted Liens. No Person has any contractual right or privilege for the purchase or other acquisition from the Corporation or any of its subsidiaries of any assets that are material to the Retail Business.