Title and Condition of Properties. (a) The Seller owns no real estate.
Title and Condition of Properties. The Company and its --------------------------------- subsidiaries own good and marketable title, free and clear of all Liens, to all of the personal property and assets shown on the Company Balance Sheet or acquired after January 31, 1998, except for (A) assets which have been disposed of to nonaffiliated third parties since January 31, 1998 in the ordinary course of business, (B) Liens reflected in the Company Balance Sheet, (C) Liens or imperfections of title which are not, individually or in the aggregate, material in character, amount or extent and which do not materially detract from the value or materially interfere with the present or presently contemplated use of the assets subject thereto or affected thereby, and (D) Liens for current Taxes not yet due and payable. All of the machinery, equipment and other tangible personal property and assets owned or used by the Company or its Subsidiaries are in good condition and repair, except for ordinary wear and tear not caused by neglect, and are usable in the ordinary course of business, except for any matter otherwise covered by this sentence which does not have, individually or in the aggregate, a Company Material Adverse Effect.
Title and Condition of Properties. Except as set forth in the HCIA Disclosure Schedule, HCIA and its subsidiaries own good and marketable title, free and clear of all Liens, to all of their real and personal property and assets shown on the December 31, 1998 audited consolidated financial statements of HCIA and its consolidated subsidiaries, except for (i) assets which have been disposed of to nonaffiliated third parties since December 31, 1998 in the ordinary course of business, (ii) Liens reflected in such financial statements or in the notes thereto, (iii) Liens or imperfections of title which are not, individually or in the aggregate, material in character, amount or extent and which do not materially detract from the value or materially interfere with the present or presently contemplated use of the assets subject thereto or affected thereby, and (iv) Liens for current taxes not yet due and payable. All of the machinery, equipment and other tangible personal property and assets owned or used by HCIA and its subsidiaries are in good condition and repair, except for ordinary wear and tear not caused by neglect, and are useable in the ordinary course of business. The personal property and assets of HCIA and its subsidiaries which are shown in the December 31, 1998 audited consolidated financial statements of HCIA and its consolidated subsidiaries or which were acquired after December 31, 1998, and the Intellectual Property owned or used by HCIA and its subsidiaries collectively include all assets necessary to provide, produce, sell and license the services and products currently provided, produced, sold and licensed by HCIA and its subsidiaries and to conduct the business of HCIA and its subsidiaries as presently conducted or as currently contemplated to be conducted.
Title and Condition of Properties. The Acquired Company does not own --------------------------------- any real property, except as disclosed on SCHEDULE 4(K). Except as disclosed on SCHEDULE 4(K), the Acquired Company has good and marketable title to all properties and assets, real and personal, tangible and intangible, reflected in the Financials and all properties acquired subsequent to December 31, 1997, which have not been disposed of in the ordinary course of business since December 31, 1997, which property is subject to no mortgage, lien, deed of trust, claim, security interest, liability, conditional sales agreement, easement, right-of-way or any other encumbrance except as disclosed on SCHEDULE 4(K). SCHEDULE 4(K) contains an accurate list of all leases and other agreements under which the Acquired Company is lessee of any personal property. Each of the real property and personal property leases and agreements is in full force and effect and constitutes the legal, valid and binding obligation of the parties thereto. All personal property, machinery and equipment which are material to the business, operations or condition (financial or otherwise) of the Acquired Company is in operating condition and, subject to routine maintenance and ordinary wear and tear, has been maintained in accordance with reasonable industry standards and is suitable for the purpose for which it is used. Except as disclosed in SCHEDULE 4(K), neither the Sellers nor the Acquired Company is aware of or has received notice of, the violation of any applicable zoning regulation, ordinance or other law, order, regulation or requirement in force on the date hereof relating to the Acquired Company's business or its owned or leased real or personal properties, with which it has not complied. At Closing, the Sellers shall provide, at their expense, a standard owner's title insurance policy in the amount of the Purchase Price allocated to the real property and improvements, which Buyer shall acquire from Sellers, insuring title vested in the Buyer or its nominees, subject only to nondelinquent real property taxes and those exceptions set forth on the preliminary title report which according to Buyer are acceptable and do not render title unmarketable or uninsurable. Before Closing, the Buyer may engage consultants or engineers of the Buyer's choosing to conduct site studies of the real property as the Buyer deems necessary. The Buyer or its agents shall have the right to enter the real property at reasonable times befo...
Title and Condition of Properties. The Company and its Subsidiaries own good title, free and clear of all Liens, to all of the personal property and assets shown on the Company Balance Sheet, except for assets which have been disposed of to nonaffiliated third parties since the date of the Company Balance Sheet, in the ordinary course of business. All of the machinery, equipment and other tangible personal property and assets owned or used by the Company or its Subsidiaries are in good condition and repair, except for ordinary wear and tear not caused by neglect and are usable in the ordinary course of business, except for any matter otherwise covered by this sentence which would not have, individually or in the aggregate, a Company Material Adverse Effect. All assets which are material to the Company's business on a consolidated basis and held under leases or subleases by the Company or any of its Subsidiaries are held under valid contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), and each such contract is in full force and effect.
Title and Condition of Properties. The Company owns good and marketable title, free and clear of all Liens, to all of the personal property and assets shown on the Balance Sheet or acquired after September 30, 1998, except for (a) assets which have been disposed of to nonaffiliated third parties since September 30, 1998 in the ordinary course of business, (b) Liens reflected in the Balance Sheet, (c) Liens or imperfections of title which are not, individually or in the aggregate, material in character, amount or extent and which do not materially detract from the value or materially interfere with the present or presently contemplated use of the assets subject thereto or affected thereby, and (d) Liens for current Taxes not yet due and payable. All of the machinery, equipment and other tangible personal property and assets owned or used by the Company are in good condition and repair, except for ordinary wear and tear not caused by neglect, and are usable in the ordinary course of business, except for any matter otherwise covered by this sentence which does not have, individually or in the aggregate, a Material Adverse Effect. The personal property and assets reflected on the Balance Sheet or acquired after September 30, 1998, the rights under the Company Agreements and the Intellectual Property owned or used by the Company under valid licenses, collectively include all assets necessary to provide, produce, sell and license the services and products currently provided, produced, sold and licensed by the Company and to conduct the business of the Company as presently conducted or as currently contemplated to be conducted.
Title and Condition of Properties. The Company and each of its Subsidiaries has good and marketable fee title to, or a valid leasehold interest in, all its respective properties and assets, free and clear of all Liens, except for (i) Liens disclosed in the Company Disclosure Memorandum or in the Filed Company SEC Reports, (ii) Liens or imperfections of title which are not, individually or in the aggregate, material in character, amount or extent and which do not materially detract from the value or materially interfere with the present or presently contemplated use of the assets subject thereto or affected thereby and (iii) Liens for current Taxes not yet due and payable. All of the improvements on real property and fixtures, machinery, equipment and other tangible personal property and assets owned or used by the Company are in good condition and repair, except for ordinary wear and tear not caused by neglect, and are usable in the ordinary course of business, except for any matter otherwise covered by this sentence which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. Each of the Company and its Subsidiaries has complied in all respects with the terms of all leases to which it is a party and under which it is in occupancy, and all such leases are in full force and effect, except for such noncompliance or failure to be in full force and effect that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on the Company.
Title and Condition of Properties. The Company and its Subsidiaries have good and marketable title, free and clear of all Encumbrances, to all of the personal property and assets shown on the Company Balance Sheet or acquired after December 31, 1998, except for (A) assets which have been disposed of to nonaffiliated third parties since December 31, 1998, in the ordinary course of business, (B) Encumbrances reflected in the Company Balance Sheet, (C) Encumbrances or imperfections of title which are not, individually or in the aggregate, material in character, amount or extent and which do not materially detract from the value or materially interfere with the present or presently contemplated use of the assets subject thereto or affected thereby, and
Title and Condition of Properties. The Corporation does not own any --------------------------------- real property, except as disclosed on SCHEDULE 4(k). Except as disclosed on SCHEDULE 4(k), the Corporation has good and marketable title to all properties and assets, real and personal, tangible and intangible, reflected in the Financials and all properties acquired subsequent to March 31, 1997, which have not been disposed of in the ordinary course of business since March 31, 1997, which property is subject to no mortgage, lien, deed of trust, claim, security interest, liability, conditional sales agreement, easement, right-of-way or any other encumbrance. SCHEDULE 4(k) contains an accurate list of all leases and other agreements under which the Corporation is lessee of any personal property. Each of the real property and personal property leases and agreements is in full force and effect and constitutes the legal, valid and binding obligation of the parties thereto. All personal property, machinery and equipment which are material to the business, operations or condition (financial or otherwise) of the Corporation is in operating condition and, subject to routine maintenance and ordinary wear and tear, have been maintained in accordance with reasonable industry standards and is suitable for the purpose for which it is used. Except as disclosed in SCHEDULE 4(k), neither the Sellers nor the Corporation is aware of or have received notice of, the violation of any applicable zoning regulation, ordinance or other law, order, regulation or requirement in force on the date hereof relating to the Corporation's business or its owned or leased real or personal properties, with which the Corporation has not complied.
Title and Condition of Properties. (a) Each of Seller and Joint Venture has good and marketable title to, or valid leasehold interests in, all the properties and assets used by it or located on its premises that are material to the conduct of the Business with respect to the Subject Business Assets, or which are shown on the Financial Statements except for such as are licensed, as are no longer useful in the conduct of its business or as have been disposed of in the ordinary course of business and except for defects in title, easements, restrictive covenants and similar impediments that, in the aggregate, would not have a Material Adverse Effect on the ability of Seller or the Joint Venture to conduct its Business as currently conducted and, as to the real property owned by Seller, would not have a material effect on the value of such property. All such assets and properties, other than assets and properties in which Seller or Joint Venture have leasehold interests, are (or will be as of Closing) free and clear of all Encumbrances except for (i) liens for taxes not yet due or being contested in good faith by appropriate procedures, (ii) mechanics, carriers, workmen's, repairmen's or other like liens arising or incurred in the ordinary course of business for amounts that are not delinquent and which are not, individually or in the aggregate, material to Seller's Business, (iii) liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business, and (iv) the Permitted Encumbrances.
