Title, Sufficiency and Condition of Assets. Except as disclosed on Schedule 4.7, Seller owns all right, title and interest in and to all material Assets owned, leased, licensed, used or held for use by Seller in connection with the Business (other than any Intellectual Property or any Licensed Intellectual Property, both of which are addressed in Section 4.10, and any Excluded Assets), free and clear of all Encumbrances, except Permitted Encumbrances and Outstanding Encumbrances. Upon delivery of the Purchased Assets to Buyer and payment to Seller of the Closing Payment Amount, Buyer will acquire good and valid title to such Purchased Assets (other than any Intellectual Property or any Licensed Intellectual Property, both of which are addressed in Section 4.10) free and clear of all Encumbrances, except Permitted Encumbrances and Outstanding Encumbrances and Encumbrances created by Buyer. Except as disclosed on Schedule 4.7, the Purchased Assets, together with the Assets used to provide services under the Transaction Documents, and the rights granted to Buyer under this Agreement and the other Transaction Documents, constitute all material Assets (other than any Intellectual Property or any Licensed Intellectual Property, both of which are addressed in Section 4.10, and any Excluded Assets) necessary to conduct the Business substantially as conducted by Seller as of the date of this Agreement. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, all Tangible Personal Property included in the Purchased Assets, taken as a whole, is in reasonable operating condition and repair (after allowing for ordinary wear and tear).
Title, Sufficiency and Condition of Assets. (a) On or before Closing, Sellers will have good and marketable title to each asset constituting the Purchased Assets, free and clear of any security interest, mortgage, pledge, lien, charge, encumbrance, right of way, easement or adverse claim of any kind or nature except for Liens (i) that will be terminated by Sellers prior to the Closing, and (ii) rights of way, easements and other restrictions of record affecting the Acquired Real Property that are reflected on the Exception Documents (as defined in Section 6.3(c) (collectively, “Liens”). To the extent that Sellers do not presently have good, valid and marketable to any asset constituting the Purchased Assets, Sellers shall diligently take such actions as may be necessary and/or advisable to acquire such title prior to the Closing Date. On the Closing Date, Sellers will transfer to Purchaser good, valid and marketable title to each asset constituting the Purchased Assets, free and clear of all Liens.
Title, Sufficiency and Condition of Assets. (a) The Company and its Subsidiaries have good and valid title to or a valid leasehold interest in all of their assets, including all of the assets reflected on the Company Balance Sheet or acquired in the ordinary course of business since the date of the Company Balance Sheet, except those sold or otherwise disposed of for fair value since the date of the Company Balance Sheet in the ordinary course of business consistent with past practice. The assets owned or leased by the Company or any of its Subsidiaries constitute all of the assets necessary for the Company and its Subsidiaries to carry on their respective businesses as currently conducted. None of the assets owned or leased by the Company or any of its Subsidiaries is subject to any Encumbrance, other than (i) liens for Taxes and assessments not yet due and payable, (ii) liens for Taxes that the Company or any of its Subsidiaries is contesting in good faith through appropriate proceedings, (iii) mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice and not incurred in connection with the borrowing of money, and (iv) any such matters of record and other Encumbrances that do not, individually or in the aggregate, materially impair the ownership, or use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted, or the transfer of such assets (collectively, “Company Permitted Encumbrances”).
Title, Sufficiency and Condition of Assets. (a) The Transferred Companies have good and valid title to, a valid right to use, or a valid leasehold interest in all of their tangible assets, including all of the assets reflected on the Balance Sheet or acquired since the date of the Balance Sheet (except those sold or otherwise disposed of since the date of the Balance Sheet in the ordinary course of business consistent with past practice, and except for any deficiencies in title that do not, individually or in the aggregate, materially impair the continued ownership, use and operation of the assets to which they relate in the business of the Transferred Companies as currently conducted). The tangible assets owned, leased or licensed by the Transferred Companies constitute all of the tangible assets necessary for the Transferred Companies to carry on their respective businesses as currently conducted and as conducted during the twelve (12) month period prior to the date hereof. None of the tangible assets owned, leased or licensed by any of the Transferred Companies is subject to any Encumbrance, other than (i) liens for current Taxes and assessments not yet past due or the validity of which are being contested in good faith pursuant to appropriate proceedings with the relevant Governmental Authority responsible for Taxes, (ii) landlords’, mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ liens arising in the ordinary course of business of the Company or such Subsidiary of the Company, (iii) pledges and deposits required pursuant to any workers compensation, unemployment insurance or other similar Law, (iv) liens that will be released and discharged at or prior to the Closing and (v) any such matters of record, Encumbrances and other 21 imperfections of title that do not, individually or in the aggregate, materially impair the continued ownership, use and operation of the asset to which they relate in the business of the Transferred Companies as currently conducted (collectively, “Permitted Encumbrances”). (b) This Section does not relate to real property or interests in real property, which is the subject of Section 3.13, or to Intellectual Property, which is the subject of Section 3.14. Section 3.13
Title, Sufficiency and Condition of Assets. (a) The Company and its subsidiaries, in each case, have good and valid title to their owned assets and properties (in each case, tangible and intangible) or, in the case of assets and properties which they lease, license or have other rights in, valid leasehold, license or other interests in such, assets and properties, in each case, free and clear of all Liens, except for Permitted Liens.
Title, Sufficiency and Condition of Assets. Owner owns, directly or indirectly, one hundred percent (100%) of the equity interests of Sellers. Sellers own, and at Closing shall transfer to Buyer, good and valid title to all of the Purchased Assets, free and clear of all encumbrances other than Permitted Encumbrances. Except as set forth in Schedule 2.4, none of the Purchased Assets is leased or licensed from or to any third party. The Purchased Assets, whether tangible or intangible, are all the assets necessary for the operation of the Business in the manner presently operated by Seller. All of the Purchased Assets are in good condition and repair, ordinary wear and tear excepted, and are usable in the ordinary course of business. For the purposes of this Agreement, “Permitted Encumbrances” means:
Title, Sufficiency and Condition of Assets. Owner owns, directly or indirectly, one hundred percent (100%) of the equity interests of Sellers. Sellers own, and at Closing shall transfer to Buyer, good and valid title to all of the Purchased Assets, free and clear of all encumbrances other than Permitted Encumbrances. Except as set forth in Schedule 2.4, none of the Purchased Assets is leased or licensed from or to any third party. The Purchased Assets, whether tangible or intangible, are all the assets necessary for the operation of the Business in the manner presently operated by Seller. All of the Purchased Assets are in good condition and repair, ordinary wear and tear excepted, and are usable in the ordinary course of business. For the purposes of this Agreement, “Permitted Encumbrances” means:those items set forth on Schedule 2.4 identified as Permitted Encumbrances;
Title, Sufficiency and Condition of Assets. (a) The Group Companies have good and valid title to, or a valid leasehold interest in, all of its assets, including all assets reflected on the balance sheet or acquired since the balance sheet reference date in the ordinary course of business. The assets owned or leased by the Group Companies constitute all of the assets that are required for the Group Companies to conduct their respective business as currently conducted. None of the assets owned or leased by the Target Company or any of its Subsidiaries are subject to any Encumbrance.
Title, Sufficiency and Condition of Assets. (a) Sellers and their Affiliates own all rights, title and interests in and to the Purchased Assets free and clear of all Liens, other than Permitted Liens. The Purchased Companies and their Subsidiaries own all right, title and interest in and to their assets, free and clear of all Liens, other than Permitted Liens. As of the execution of the conveyance documents from Sellers and their Affiliates to Buyer or any of its Affiliates for any Purchased Asset, Buyer or its applicable Affiliate shall own all the rights, title and interest in and to the Purchased Assets free and clear of all Liens, other than Permitted Liens.
Title, Sufficiency and Condition of Assets. All of the Inso Subs' assets are free and clear of all Liens other than Permitted Liens. The assets owned by the Inso Subs on the Closing Date comprise all of the material assets, properties and rights of every type and description, real, personal and mixed, tangible and intangible, necessary to, or used by the Inso Subs in, the operation of IED's business as currently conducted. The buildings and improvements constituting a part of the Real Property are, subject to normal wear and tear, clean and in good operating condition and in a state of good maintenance and repair and conform in all material respects to all applicable regulations relating to their use and operation. All of the equipment used by the Inso Subs in IED's business, whether owned or leased, is in good condition and in a state of good maintenance and repair and is suitable for its intended purpose and conforms in all material respects to all applicable regulations relating to its use and operation.
