Title; Sufficiency; Condition of Assets. (a) Subject to the following sentence, Seller has good and valid title to and has the right to sell, assign and deliver the Purchased Assets to Purchaser. Except for the Leased Real Property, the Purchased Assets are free and clear of all Encumbrances of any kind or nature, except Permitted Encumbrances.
Title; Sufficiency; Condition of Assets. (a) Except otherwise noted in Schedule 4.9, Seller has good and valid title, and has full right and power to sell, convey, assign, transfer and deliver to Buyer good and valid title, to all of the Purchased Assets free and clear of any Encumbrances. The Purchased Assets are not subject to any preemptive right, right of first refusal or other right or restriction.
Title; Sufficiency; Condition of Assets. (a) Seller has good and marketable title to (or in the case of any leased or licensed Purchased Asset, has a valid leasehold interest in or valid rights to use), is the exclusive legal and equitable owner of (or in the case of any leased or licensed Purchased Asset, is the valid licensee or valid lessee of) the Purchased Assets. The Purchased Assets are free and clear of all Encumbrances of any kind or nature, except (i) Encumbrances disclosed on Section 4.15 of the Business Disclosure Schedule which will be removed and released at or prior to the Closing; and (ii) Permitted Exceptions. Upon Closing, Purchaser will acquire exclusive, good and marketable title to (or in the case of any leased or licensed Purchased Asset, will acquire a valid leasehold interest in or valid rights to use) the Purchased Assets;
Title; Sufficiency; Condition of Assets iGambit or its Subsidiaries has good and marketable title to or, in the case of leased property and assets, has valid and enforceable leasehold interests in, all of the Assets and properties reasonably necessary for the conduct of the iGambit Business as presently conducted, in each case free and clear of all Encumbrances other than Permitted Encumbrances. No Assets, licenses or other rights that are used in the iGambit Business are held by any stockholder of iGambit or any Affiliate of any such stockholder. The Assets and leasehold improvements of iGambit and its Subsidiaries are in good operating condition, reasonable wear and tear excepted, and are adequate for the purposes for which they are being used.
Title; Sufficiency; Condition of Assets. Clinigence or its Subsidiaries has good and marketable title to or, in the case of leased property and assets, has valid and enforceable leasehold interests in, all of the Assets and properties reasonably necessary for the conduct of the Clinigence Business as presently conducted, in each case free and clear of all Encumbrances other than Permitted Encumbrances. No Assets, licenses or other rights that are used in the Clinigence Business are held by any Clinigence Stockholder or any Affiliate of any such stockholder. The Assets and leasehold improvements of Clinigence and its Subsidiaries are in good operating condition, reasonable wear and tear excepted, and are adequate for the purposes for which they are being used.
Title; Sufficiency; Condition of Assets. (a) Seller has good and marketable title to, is the exclusive legal and equitable owner of, and has the unrestricted power and right to sell, assign and deliver the Purchased Assets. The Purchased Assets are free and clear of all Encumbrances of any kind or nature, except (a) restrictions imposed in any Governmental Approval; and (b) Encumbrances disclosed on Schedule 4.15 which will be removed and released at or prior to Closing. Upon Closing, Purchaser Sub will acquire exclusive, good and marketable title or license to or a valid leasehold interest in (as the case may be) the Purchased Assets and no restrictions will exist on Purchaser Sub’s right to resell, license or sublicense any of the Purchased Assets or Assumed Liabilities or engage in the Business.
Title; Sufficiency; Condition of Assets. (a) Target has good and marketable title to, is the exclusive legal and equitable owner of, and has the unrestricted power and right to sell, assign and deliver all of its personal property, interests in personal property and assets reflected in the Financial Statements or acquired after the Interim Balance Sheet Date (collectively, the “Target Assets”). All of the Target Assets with a book value of $10,000 or more are listed on Schedule 4.15. The Target Assets are free and clear of all Encumbrances of any kind or nature, except: (a) restrictions imposed in any Governmental Approval; and (b) Encumbrances disclosed on Schedule 4.15 that will be removed and released at or prior to the Closing Date. At the Effective Time, Acquisition Sub will acquire exclusive, good and marketable title or license to or a valid leasehold interest in (as the case may be) the Target Assets and no restrictions will exist on Acquisition Sub’s right to resell, license or sublicense any of the Target Assets or engage in the Business.
Title; Sufficiency; Condition of Assets. (a) The Acquired Companies own, free of Encumbrances other than Permitted Encumbrances, all of the personal property assets necessary to conduct their businesses in compliance with all Legal Requirements.
Title; Sufficiency; Condition of Assets. Parent or its Subsidiaries has good and marketable title to or, in the case of leased property and assets, has valid and enforceable leasehold interests in, all of the Assets and properties reasonably necessary for the conduct of the Parent Business as presently conducted, in each case free and clear of all Encumbrances other than Permitted Encumbrances. No Assets, licenses or other rights that are used in the Parent Business are held by any stockholder of Parent or any Affiliate of any such stockholder.
Title; Sufficiency; Condition of Assets. AHP or its Subsidiaries has good and marketable title to or, in the case of leased property and assets, has valid and enforceable leasehold interests in, all of the Assets and properties reasonably necessary for the conduct of the AHP Business as presently conducted, in each case free and clear of all Encumbrances other than Permitted Encumbrances. No Assets, licenses or other rights that are used in the AHP Business are held by any AHP Stockholder or any Affiliate of any such stockholder.
