Title and Condition of Tangible Assets. 2.09-1 GDSC owns all of its tangible personal property except leased property free and clear of all mortgages, pledges, security interests, claims, charges or other encumbrances or restrictions of any kind, except
(a) liens related to obligations disclosed in the GDSC Financial Statements or
(b) liens for taxes not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on the GDSC Current Balance Sheet).
2.09-2 GDSC has good and absolute title to its tangible personal property except leased property.
2.09-3 All of GDSC's tangible personal property has been maintained and operated in accordance with manufacturer's specifications and prudent industry practices, is in a good state of maintenance and repair, ordinary wear and tear excepted, and is adequate for the conduct of GDSC's business.
2.09-4 To the knowledge of GDSC, there are no developments affecting any of its real property or tangible personal property pending or threatened which might materially detract from the value of such property or assets, materially interfere with any present or intended use of any such property or assets or materially adversely affect the marketability of such properties or assets.
Title and Condition of Tangible Assets. 3.18-1 TG3 owns all of the Tangible Personal Property except the leased property free and clear of all mortgages, pledges, security interests, claims, charges or other encumbrances or restrictions of any kind, except
(a) liens disclosed on the Current Balance Sheet,
(b) security interests or liens securing payment of Assumed Liabilities or
(c) liens for taxes not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on the Current Balance Sheet).
3.18-2 TG3 has good and absolute title to the Tangible Personal Property except the leased property. No Partner, Professional Corporation or shareholder thereof, nor any other person or entity has any interest in any property, real or personal, tangible or intangible, used in or pertaining to the Dental Practice, other than indirectly as a partner of TG3. The immediately preceding sentence shall not apply to patient charts, files and patient records and contracts for the provision of dentistry services that may be owned or held by the Professional Corporation.
3.18-3 All Tangible Personal Property has been maintained and operated in accordance with manufacturer's specifications and prudent industry practices, is in a good state of maintenance and repair, ordinary wear and tear excepted, and is adequate for the conduct of TG3's business.
3.18-4 There are no developments affecting any of the Real Property or Tangible Personal Property pending or, to the knowledge of TG3, threatened which might materially detract from the value of such property or assets, materially interfere with any present or intended use of any such property or assets or materially adversely affect the marketability of such properties or assets.
3.18-5 At the Closing, GD Sub will acquire good title to all the Assets, free and clear of all mortgages, pledges, security interests, claims, charges or other encumbrances or restrictions of any kind, except for security interests or liens securing payment of Assumed Liabilities.
Title and Condition of Tangible Assets. Set forth in Section 3.8 of the Disclosure Schedule is a true and correct list of all of the material tangible assets which are owned by Seller or the Company and used in the Business. Except as set forth in Section 3.8 of the Disclosure Schedule, Seller or the Company has good and valid title to, or a valid leasehold interest in, all of the tangible assets used in the conduct of the Business, in each case free and clear of all Liens other than Permitted Liens. Except as set forth in Section 3.8 of the Disclosure Schedule, upon completion of the transactions contemplated by the Contribution Agreement and the related transfer agreements, the tangible rights, assets and properties of the Company will include all of the material tangible rights, assets and properties necessary to conduct the Business as currently conducted. The tangible assets which are owned by Seller or the Company and used in the Business, taken as a whole, are in good operating condition and repair, normal wear and tear excepted.
Title and Condition of Tangible Assets. 3.18-1 DMO owns all of the Tangible Personal Property except the leased property free and clear of all mortgages, pledges, security interests, claims, charges or other encumbrances or restrictions of any kind, except
(a) liens disclosed on the Current Balance Sheet,
(b) security interests or liens securing payment of Assumed Liabilities, or
(c) liens for taxes not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on the Current Balance Sheet).
3.18-2 DMO has good and absolute title to the Tangible Personal Property except the leased property.
3.18-3 All Tangible Personal Property has been maintained and operated in accordance with manufacturer's specifications and prudent industry practices, is in a good state of maintenance and repair, ordinary wear and tear excepted, and is adequate for the conduct of DMO's business.
3.18-4 There are no developments affecting any of the Real Property or Tangible Personal Property pending or, to the actual knowledge of DMO, threatened which might materially detract from the value of such property or assets, materially interfere with any present or intended use of any such property or assets or materially adversely affect the marketability of such properties or assets.
3.18-5 At the Closing, GD Sub will acquire good title to all the Assets, free and clear of all mortgages, pledges, security interests, claims, charges or other encumbrances or restrictions of any kind, except for security interests or liens securing payment of Assumed Liabilities.
Title and Condition of Tangible Assets. 3.18-1 MDCO owns all of the Tangible Personal Property except the leased property free and clear of all mortgages, pledges, security interests, claims, charges or other encumbrances or restrictions of any kind, except
(a) liens disclosed on the Current Balance Sheet or
(b) liens for taxes not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on the Current Balance Sheet).
3.18-2 MDCO has good and absolute title to the Tangible Personal Property except the leased property.
3.18-3 All Tangible Personal Property has been maintained and operated in accordance with manufacturer's specifications and prudent industry practices, is in a good state of maintenance and repair, ordinary wear and tear excepted, and is adequate for the conduct of MDCO's business.
3.18-4 There are no developments affecting any of the Real Property or Tangible Personal Property pending or, to the actual knowledge of MDCO, threatened which might materially detract from the value of such property or assets, materially interfere with any present or intended use of any such property or assets or materially adversely affect the marketability of such properties or assets.
Title and Condition of Tangible Assets. 3.15-1 GMS owns all of its tangible personal property except leased property free and clear of all mortgages, pledges, security interests, claims, charges or other encumbrances or restrictions of any kind, except for liens disclosed on the GMS Current Balance Sheet or liens for taxes not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on the GMS Current Balance Sheet).
3.15-2 All tangible personal property has been maintained and operated in accordance with manufacturer's specifications and prudent industry practices, is in a good state of maintenance and repair, ordinary wear and tear excepted, and is adequate for the conduct of GMS's business.
3.15-3 There are no developments affecting any of the GMS Real Property or GMS's tangible personal property pending or, to its knowledge, threatened which might detract from the value of such property or assets, interfere with any present or intended use of any such property or assets or adversely affect the marketability of such properties or assets in a manner that GMS could reasonably foresee would have a Material Adverse Effect.
Title and Condition of Tangible Assets. 4.20-1 Seller has good title, or the right to use, all of the Tangible Personal Property free and clear of all mortgages, pledges, security interests, claims, charges or other encumbrances or restrictions of any kind, except
(a) liens disclosed on the Current Balance Sheet,
(b) security interests or liens securing payment of Assumed Liabilities,
(c) liens for taxes not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on the Current Balance Sheet) or
(d) the leases of leased property.
4.20-2 All Tangible Personal Property is in a good state of maintenance and repair, ordinary wear and tear excepted, and is adequate for the conduct of the Dental Practice.
4.20-3 To the knowledge of Seller, there are no developments affecting any of the Real Property or Tangible Personal Property pending or threatened which might materially detract from the value of such property or assets, materially interfere with any present or intended use of any such property or assets or materially adversely affect the marketability of such properties or assets.
4.20-4 At the Closing, GDSC will acquire good title to all the Assets, free and clear of all mortgages, pledges, security interests, claims, charges or other encumbrances or restrictions of any kind, except for security interests or liens securing payment of Assumed Liabilities.
Title and Condition of Tangible Assets. Each member of the Company Group has in all material respects good and valid title to, or a valid leasehold or licensed interest in, all of the tangible assets used in the conduct of the business of the applicable member of the Company Group, free and clear of all Liens other than Permitted Liens. The buildings, machinery, equipment and other material tangible assets that the Company Group owns or leases are in good operating condition and repair (subject to normal wear and tear), have been maintained in the ordinary course and are not dangerous or in need of renewal or replacement, except for renewal or replacement in the ordinary course. The assets of the Company and its Subsidiaries are sufficient in the aggregate to conduct the business of the Company and its Subsidiaries in the ordinary course, taken as a whole in all material respects as it is being conducted on the date hereof.
Title and Condition of Tangible Assets. Except as set forth on Schedule 3.17, the Companies have or will have at Closing good and marketable title to, or a valid leasehold interest in, all of the material assets and properties (other than real property) used by them, located on their premises or shown on the Latest Balance Sheet or acquired thereafter, free and clear of all Liens other than those imposed by Buyer, except for (a) Liens disclosed on the Latest Balance Sheet or (b) Liens for taxes not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on the face of the Latest Balance Sheet). The Companies’ assets and properties (other than real property ), and to the knowledge of MNST and the Company, the Company Office Locations, which are material to the Business are in good operating condition and are fit for use in the ordinary course of business. Except as described on Schedule 3.17, the Company and each Company Sub owns, or has a valid leasehold interest in, all material properties (other than real property) and assets (including, without limitation, the assets to be transferred to the Company and the Company Subs pursuant to Section 8.14 following the Closing Date) necessary for the conduct of the Business as presently conducted and will enable the Companies to operate the Business immediately after the Closing Date in the same manner as operated prior to and as of the Closing Date.
Title and Condition of Tangible Assets. 5.20-1 Except as provided in Schedule 5.12, DDS has good title, or the right to use, all of the Tangible Personal Property free and clear of all mortgages, pledges, security interests, claims, charges or other encumbrances or restrictions of any kind, except
(a) liens disclosed on the Current Balance Sheet,
(b) liens for taxes not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on the Current Balance Sheet), or
(c) the leases of leased property.
5.20-2 All Tangible Personal Property is in a good state of maintenance and repair, ordinary wear and tear excepted, and is adequate for the conduct of DDS's business.
5.20-3 To the knowledge of DDS or Shareholders, there are no developments affecting any of the Real Property or Tangible Personal Property pending or threatened which might materially detract from the value of such property or assets, materially interfere with any present or intended use of any such property or assets or materially adversely affect the marketability of such properties or assets.
