Title, Condition and Sufficiency of Assets. (a) The Business has, and following the Restructuring an Acquired Company will have, good and valid title to, or a valid leasehold interest in, all personal property and other tangible assets primarily used in the conduct of the Business, except (i) as would not reasonably be expected to be material to the Acquired Companies, taken as a whole, or the Business or (ii) to the extent such asset relates to Overhead and Shared Services. Without limiting the foregoing, an Acquired Company has good and valid title to, or a valid leasehold interest in, all personal property and other tangible assets reflected in the Audited Balance Sheet or acquired by an Acquired Company after the Audited Balance Sheet Date (that if acquired prior to the Audited Balance Sheet Date, would have been reflected in the Audited Balance Sheet), free and clear of all Encumbrances other than Permitted Encumbrances, except for (x) properties and assets sold or otherwise disposed of in the ordinary course of business since the Audited Balance Sheet Date and (y) as would not reasonably be expected to be material to the Acquired Companies or the Business.
(b) The buildings, structures, equipment, vehicles and other items of tangible personal property of the Business are in all material respects in satisfactory operating condition for the uses to which they are being put, subject to ordinary wear and tear and maintenance requirements.
(c) Taken together with the rights of Buyer and the Acquired Companies pursuant to the Ancillary Agreements and assuming the retention of Business Employees and Transferred Employees following the Closing, the properties, assets and rights of the Acquired Companies include all properties, assets and rights, (i) primarily used or held for use by Seller and its Affiliates in connection with the conduct of the Business and (ii) necessary and sufficient for the continued conduct of the Business after the Closing in the same manner in all material respects as conducted prior to the Closing, in each case except for Shared Contracts, Seller Benefit Plans and Overhead and Shared Services.
(d) None of the representations and warranties contained in this Section 3.9 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13).
Title, Condition and Sufficiency of Assets. (a) The Company has good and valid title to, or a valid leasehold interest in, all property and other assets used by it in the operation of its Business, reflected in the Financial Statements or acquired after the Interim Balance Sheet Date, other than properties and assets sold, consumed or otherwise disposed of in the Ordinary Course of Business since the Interim Balance Sheet Date, free and clear of all Encumbrances, except for Permitted Encumbrances. None of the Shareholder owns or uses, or has any rights to own or use, any real or personal property, tangible or intangible, or any other assets, used in the operation of the Business.
(b) The buildings, plants, structures, fixtures, machinery, equipment, vehicles and other items of tangible personal property of the Company are structurally sound, are in good condition and repair (except for ordinary wear and tear and routine maintenance in the Ordinary Course of Business), are adequate for the purposes for which they are presently used in the conduct of the Business, and comply with all applicable Laws. The buildings, plants, structures, fixtures, machinery, equipment, vehicles and other items of tangible personal property of the Company currently owned or leased by the Company constitute all of the assets, properties and rights necessary for the operation of the Business by the Company as the Business is currently conducted. Except as otherwise set forth on Schedule 3.8(b), no Person other than the Company owns any assets, properties and rights used in the Business, other than assets owned by third parties and used in the Business pursuant to a Material Contract identified on Schedule 3.12(a).
Title, Condition and Sufficiency of Assets. (a) The Seller Entities are the sole and exclusive owners of, and have good and valid title to, all Purchased Assets (other than with respect to Intellectual Property Rights (which is addressed in Section 4.6)), free and clear of all Encumbrances, except for Permitted Encumbrances.
(b) Each piece of machinery and equipment included in the Purchased Assets has no material defects, is in good operating condition and repair (taking into account ordinary wear and tear), is adequate and suitable in all material respects for its use in connection with the operation of the Product Lines.
(c) The Purchased Assets used in the operation of the Xxxxxx Product Line and the Purchased Assets used in the operation of the Corfu Product Line, in each case, together with (i) the administrative, back-office and professional services from accounting, audit, compliance, customs, legal, treasury, finance, tax, human resources, payroll, benefits, information technology, maintenance, insurance, logistics, marketing, sales, supply chain, customer service/allocation or other administrative groups, in each case that are currently provided by the Seller Entities, any of their Affiliates or any third party to the Product Lines as well as to the Seller Entities or one or more of their Affiliates generally, (ii) the services from any employees of the Seller Entities or their Affiliates, (iii) any Contracts as to which a Consent is required in connection with the consummation of the Transactions but not obtained (provided that, for the avoidance of doubt, this clause (iii) shall not affect each party’s rights and obligations pursuant to Section 1.4 and Section 6.5), (iv) the services to be provided by the Seller Entities and their Affiliates to Purchaser and its Affiliates pursuant to this Agreement, the Transition Services Agreement, the Contract Manufacturing Agreement and the other agreements contemplated hereby, and (v) any real property used in the operation of the Product Lines, constitute all of the assets that are necessary and sufficient to operate the respective Product Lines immediately following the Closing in all material respects as operated on the date hereof by the respective Seller Entities and their respective Affiliates. In the event of any inaccuracy in this Section 4.14(c) due to a good faith omission by Seller of an asset, such inaccuracy shall be deemed cured if Seller promptly causes such asset (or the benefits and burdens of such asset) to be transferred to Purch...
Title, Condition and Sufficiency of Assets. (a) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole:
(i) the Company and its Subsidiaries have good and valid title to, or a valid leasehold interest in, all Company Real Property and personal property and other assets reflected in the Audited Balance Sheet or acquired after the Audited Balance Sheet Date, free and clear of all Liens other than Permitted Liens, except for properties and assets sold or otherwise disposed of in the ordinary course of business since the Audited Balance Sheet Date; and
(ii) the Company Real Property and the tangible personal property of the Company or its Subsidiaries are in good operating condition (and, with respect to Company Real Property, structurally sound), subject to normal wear and tear, and are adequate for the uses to which they are being put.
(b) The properties, assets and rights of the Company and its Subsidiaries include all properties, assets and rights necessary and sufficient for the continued conduct of the business of the Company and its Subsidiaries immediately following the Closing in substantially the same manner in all material respects as conducted as of the date hereof.
Title, Condition and Sufficiency of Assets. (a) Each of the Company and Subsidiary has good and valid title to, or a valid leasehold interest in, all property and other assets used by it in the operation of its Business, reflected in the Financial Statements or acquired after the Interim Balance Sheet Date, other than properties and assets sold, consumed or otherwise disposed of in the Ordinary Course of Business since the Interim Balance Sheet Date, free and clear of all Encumbrances, except for Permitted Encumbrances. Neither Seller owns or uses, or has any rights to own or use, any real or personal property, tangible or intangible, or any other assets, used in the operation of the Business.
(b) The owned tangible personal property of the Company and Subsidiary and to the Knowledge of Sellers, the buildings, plants, structures, fixtures, machinery, equipment and vehicles used by the Company and Subsidiary are structurally sound, are in good condition and repair (except for ordinary wear and tear and routine maintenance in the Ordinary Course of Business), are adequate for the purposes for which they are presently used in the conduct of the Business, and comply with all applicable Laws. The buildings, plants, structures, fixtures, machinery, equipment, vehicles and other items of tangible personal property of the Company and Subsidiary currently owned or leased by the Company and Subsidiary constitute all of the assets, properties and rights necessary for the operation of the Business by the Company and Subsidiary as the Business is currently conducted. No Person other than the Company and Subsidiary owns any assets, properties and rights used in the Business, other than assets owned by third parties and used in the Business pursuant to a Material Contract identified on Schedule 3.12(a).
Title, Condition and Sufficiency of Assets. (a) The Company has good and valid title to, or a valid leasehold interest in, all property and other assets used by it in the operation of the Company’s business, reflected in the Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold, consumed or otherwise disposed of in the ordinary course of business since the Balance Sheet Date, free and clear of all Encumbrances. Seller does not own or use, or have any rights to own or use, any real or personal property, tangible or intangible, or any other assets, used in the operation of the Company’s business.
(b) The fixtures, machinery, equipment, vehicles and other items of tangible personal property of the Company are in good condition and repair (except for ordinary wear and tear and routine maintenance in the ordinary course of business), are adequate for the purposes for which they are presently used in the conduct of the Company’s business, and comply with all applicable Laws. The fixtures, machinery, equipment, vehicles and other items of tangible personal property of the Company currently owned or leased by the Company constitute all of the assets, properties and rights necessary for the operation of the Company’s business as such business is currently conducted.
Title, Condition and Sufficiency of Assets. All of the tangible personal property used or held for use by the Companies is owned, leased or validly held pursuant to a Contract by the Companies, free and clear of all Liens (other than Permitted Liens), and is in the possession and control of the Companies. All such tangible personal property is in good operating condition and repair (subject to normal wear and tear given the use and age of such Assets) and conforms to Applicable Laws and Permits relating to their construction, use and operation. The assets and properties owned, leased or validly held by the Companies pursuant to a Contract constitute in all material respects all of the assets and properties used in the operation of the Business as currently conducted. The assets and properties owned, leased or validly held by the Companies pursuant to a Contract are sufficient in all material respects for the continued conduct of the Business immediately after the Closing in substantially the same manner as conducted immediately prior to the Closing.
Title, Condition and Sufficiency of Assets. (a) Except as set forth on Schedule 3.24(a) or as would not reasonably be expected to adversely affect the Group Companies in any material respect, the Company or one of its Subsidiaries owns good title to, or holds pursuant to valid and enforceable leases, all of the items of tangible, personal property shown to be owned or leased by it on the Latest Balance Sheet, free and clear of all Encumbrances, except for Permitted Liens, except for items that have been sold or disposed of subsequent to the date hereof in the Ordinary Course of Business consistent with past practices.
(b) The buildings, plants, structures, and equipment owned or leased by the Group Companies are in all material respects in good operating condition and repair, and adequate for the uses to which they are being put, and, except as described on Schedule 3.24(b), to the Knowledge of the Company, none of such buildings, plants, structures, or equipment is in need of maintenance or repairs other than ordinary, routine maintenance conducted in the Ordinary Course of Business that is not material in nature or cost, individually or in the aggregate.
(c) Except as reflected in the Company Financial Statements or as set forth in Schedule 3.24(c), the assets and properties of the Group Companies constitute in all respects all of the assets and properties reasonably necessary to operate the business as conducted by the Group Companies on the date hereof, other than assets that, individually or in the aggregate, are not material to the business.
Title, Condition and Sufficiency of Assets. Ninthone has good, valid and marketable title to all of the properties and assets which it purports to own or lease, as the case may be, including without limitation the vessel Pyxis Lamda, free and clear of all Liens other than those related to the Pyxis Lamda Loan Agreement. Ninthone’s material assets are in good working condition, ordinary wear and tear excepted and, collectively, together with properties leased to Ninthone, are sufficient to permit the continued operation of Ninthone’s business in the same manner as currently conducted. There is no agreement, option or other right outstanding in favor of any person for the purchase from Ninthone of any of Ninthone’s assets.
Title, Condition and Sufficiency of Assets. All assets included in the Accounts or acquired by the Company since the Last Accounting Date (other than trading stock subsequently disposed of in the ordinary and usual course of business) and all material assets used by the Company or which are in the reputed ownership of the Company are:
