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”).
(b) All tangible assets owned or leased by the Company or its Subsidiaries have been maintained in all material respects in accordance with generally accepted industry practice, are in all material respects in good operating condition and repair, ordinary wear and tear excepted, and are adequate for the uses to which they are being put.
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.
(b) Except as otherwise expressly represented in this Asset Purchase Agreement, Sellers make no representations as to the condition and repair of the Purchased Assets and Purchased Assets are being sold to the Purchaser strictly on an “As Is, Where Is” basis. Purchaser acknowledges that it has had full and ample opportunity to inspect the Purchased Assets and to determine the suitability thereof for the Purchaser’s purposes..
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.
(b) Except as set forth on Section 3.8(b) of the Seller Disclosure Schedules, as of the Closing, the Purchased Assets and the assets held by the Purchased Companies and their Subsidiaries, (a) taking into account the Transaction Documents and all of the assets, services, products, real property, Intellectual Property and Know-How to be provided, acquired, leased or licensed under the Transaction Documents and (b) assuming all Approvals and Business Permits have been obtained or transferred, are sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted by Sellers, the Purchased Companies and the Subsidiaries of the Purchased Companies as of the date hereof and as of the Closing Date and constitute all of the rights, property and assets necessary to conduct the Business in the manner currently conducted by Sellers, the Purchased Companies and the Subsidiaries of the Purchased Companies.
(c) The buildings, plants, structures, furniture, fixtures, Information Technology, machinery, equipment, vehicles and other items of tangible personal property included in the Purchased Assets or which are assets of any Purchased Company or any Subsidiary of any Purchased Company are in good operating condition and repair consistent with industry standards, ordinary wear and tear excepted, and none of such buildings, plants, structures, furniture, fixtures, Information Technology, machinery, equipment, vehicles or other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost, except, in each case, as would not reasonably be expected to be, individually or in the aggregate, material to the Business.
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. Owner owns, directly or indirectly, one hundred percent (100%) of the equity interests of Sellers. Each Seller owns, 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 owned, leased or licensed by Sellers are all the assets necessary for the operation of the Business. 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. (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.
(b) The Company and its subsidiaries have good and valid title to, or rights by lease, license or other agreement to use, all assets and properties (in each case, tangible and intangible) necessary to permit the Company and its subsidiaries to conduct their business as currently conducted. The assets and properties (in each case, tangible and intangible) owned or used by the Company are in satisfactory condition and repair for their continued use as they have been used and adequate in all material respects for their current use.
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.
(b) All tangible assets owned or leased by the Target Company or its Subsidiaries have been maintained in accordance with generally accepted industry practice in all material respects, are in good operating condition and repair in all material respects, ordinary wear and tear excepted, and are adequate for the purposes for which they are currently used.
Title, Sufficiency and Condition of Assets. The Seller Companies have good and valid title to, or a valid leasehold interest in, all material tangible and intangible assets used, held for use or intended for use in the conduct of the Business, free and clear of all Encumbrances, except (i) such Encumbrances as are set forth in Schedule 4.12 (all of which shall be discharged prior to or at the Closing), (ii) mechanics’, carriers’, workmen’s, repairmen’s or other like liens or retention of title provisions arising or incurred in the Ordinary Course of Business and Encumbrances arising under (and only with respect to the equipment leased under) equipment leases with third parties entered into in the Ordinary Course of Business, (iii) Encumbrances for Taxes not yet due or which are being contested in good faith and (iv) other imperfections of title or encumbrances that do not, individually or in the aggregate, materially impair the continued use and operation of the assets to which they relate in the conduct of the Business as presently conducted (the Encumbrances described in clauses (i), (ii), (iii) and (iv) are hereinafter referred to collectively as “Permitted Encumbrances”). Except for services and assets to be provided through the Transition Services Agreement and except as set forth on Schedule 4.12, the assets of the Seller Companies that the Purchaser Companies will acquire as a result of their acquisition of the Purchased Assets on the Closing Date represent all the assets necessary to conduct the Business in substantially the same manner as presently conducted and represent all the assets used, held for use or intended for use primarily in the conduct of the Business. All Equipment used regularly in the conduct of the Business is in adequate operating condition, normal wear and tear excepted, for the purpose for which it is currently being used by the Business.
Title, Sufficiency and Condition of Assets. 4.12.1 The Company has good, valid and insurable title to, or a valid leasehold interest in, all tangible and intangible assets of the Company, including all assets reflected on the Balance Sheet, free and clear of all Liens, except (a) such Liens as are set forth in Schedule 4.12.1 or such Title Defects as are set forth in Schedule 4.12.1, (b) mechanics', carriers', workmen's, repairmen's or other like liens arising or incurred in the Ordinary Course of Business, Liens arising under (and only with respect to the equipment leased under) equipment leases with third parties entered into in the Ordinary Course of Business, and (c) Liens for Taxes that are described in Schedule 4.10 (the items described in Subsections (a) and (b) of this Section 4.12.1 are hereinafter referred to collectively as "Permitted Encumbrances"). No improvements located on the Owned Property violate any Lien or Title Defect. No Lien or Title Defect prohibits the use and occupation of the Owned Properties as currently used or occupied.
4.12.2 The assets of the Company that the Purchaser will acquire as a result of the Purchaser's acquisition of the Shares on the Closing Date represent all of the assets necessary to conduct the business of the Company as presently conducted and represent all of the assets used or intended for use in the conduct of the business of the Company as presently conducted.
4.12.3 The material machinery and equipment used regularly in the conduct of the business of the Company are in satisfactory operating condition and repair, normal wear and tear excepted.
