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;
(b) Seller has the unrestricted power and right to sell, assign and deliver the Purchased Assets and no restrictions will exist on Purchaser’s right to resell, license or sublicense any of the Purchased Assets or Assumed Liabilities or engage in the Business. Notwithstanding anything the contrary in this Section 4.15(b), the Purchased Assets that are Contracts are subject to the terms and conditions of each such Contract as set forth therein.
(c) The Purchased Assets include all the assets used in or necessary to permit Purchaser to conduct the Business after the Closing in the manner as it is being conducted on the date of this Agreement in compliance with all Legal Requirements and to perform all Assumed Liabilities. Except for Real Property which is leased pursuant to a Real Property Lease set forth on Schedule 1.1(f), there are no assets or rights owned, held, leased or licensed by the Members or any other Seller Affiliate that are used in, or necessary to permit Purchaser to conduct, the Business after the Closing in the manner as it is being conducted on the date of this Agreement.
(d) Except as disclosed in Section 4.15(d) of the Business Disclosure Schedule, all Purchased Assets are (i) in good operating condition and repair, ordinary wear and tear excepted; and (ii) suitable and adequate for continued use in the manner in which they are presently being used.
Title; Sufficiency; Condition of Assets. (a) Seller has good and valid title to all of the Purchased Assets free and clear of any Encumbrances. Seller 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 and all Encumbrances. The Purchased Assets are not subject to any preemptive right, right of first refusal or other right or restriction. Upon Closing, Buyer will receive good and valid title to all of the Purchased Assets free and clear of any Encumbrances.
(b) The sale, transfer and assignment of the Purchased Assets as contemplated by this Agreement will give Buyer possession of, and the right to use, all the assets required for conducting the Business as presently conducted. Upon Closing, Buyer will be entitled to the continued possession and use of all Purchased Assets. Except for the Purchased Assets, there are no other assets properties or rights, including intellectual property rights, that are required by Parent or Seller, or that will be required by Buyer after the Closing, to conduct the Business in a manner substantially consistent in all material respects with the manner in which Parent and Seller currently conduct the Business.
(c) The Purchased Assets: (i) are in good operating condition and repair, ordinary wear and tear excepted; (ii) are suitable and adequate for continued use in the ordinary course of business; and (iii) conform to all Legal Requirements.
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) 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.
(b) The Purchased Assets include all the material assets necessary to permit Purchaser to conduct the Business after the Closing in a manner substantially equivalent to the manner as it is being conducted on the date of this Agreement in compliance with all Legal Requirements and to perform all Assumed Liabilities, assuming Purchaser acquires or otherwise possesses the Excluded Assets necessary to the conduct of the Business; provided that the foregoing is not intended to be and shall not be construed as any form of covenant, representation or warranty as to infringement of any third party’s Intellectual Property Rights by the Business or the Transferred Assets or the sufficiency of the Seller Intellectual Property, which matters are addressed solely by Section 4.16.
(c) All tangible Purchased Assets are (i) in good operating condition and repair, ordinary wear and tear excepted; and (ii) adequate for continued use in the manner in which they are presently 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, Inventory and Corporate Packaging. The Purchased Assets, Inventory and Corporate Packaging 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 4.12 which are being removed and released concurrently with the Closing on the date hereof. Upon Closing, Purchaser will acquire exclusive, good and marketable title or license to (as the case may be) the Purchased Assets, Inventory and Corporate Packaging and no restrictions will exist on Purchaser’s right to resell, license or sublicense any of the Purchased Assets or Inventory or engage in the Business.
(b) The Purchased Assets include all the assets necessary to permit Purchaser to conduct the Business after the Closing in a manner substantially equivalent to the manner as it is being conducted on the date of this Agreement in compliance with all Legal Requirements.
(c) All Purchased Assets are (i) in good operating condition and repair, ordinary wear and tear excepted; (ii) suitable and adequate for continued use in the manner in which they are presently being used; (iii) adequate to meet all present and reasonably anticipated future requirements of the Business; and (iv) free of defects (latent and patent).
Title; Sufficiency; Condition of Assets. (a) Seller has good and valid title to and has the right to sell, assign and deliver the Shares to Buyer, free and clear of all Encumbrances of any kind or nature.
(b) The assets of the Company at Closing include all the material assets necessary to permit Buyer to conduct the Company after the Closing in a manner substantially equivalent to the manner as it is being conducted on the date of this Agreement in compliance with all Legal Requirements and Company Contracts; provided that the foregoing is not intended to be and shall not be construed as any form of covenant, representation or warranty as to infringement of any third party’s Intellectual Property Rights by the Company or the sufficiency of the Company Intellectual Property, which matters are addressed solely by Section 2.18.
(c) All tangible assets of the Company are (i) in good operating condition and repair, ordinary wear and tear excepted; and (ii) adequate for continued use in the manner in which they are presently being used.
Title; Sufficiency; Condition of Assets. Target has good and marketable title to, is the exclusive legal and equitable owner of, and has the 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"). The Target Assets are free and clear of all Encumbrances of any kind or nature, except: (i) restrictions imposed in any Governmental Approval; (ii) Taxes not yet due and payable; (iii) materialmen's liens in the Ordinary Course of Business; and (iv) Encumbrances disclosed on Schedule 4.13 that will be removed and released at or prior to the Closing Date.
Title; Sufficiency; Condition of Assets. (a) Except as set forth in the Company Disclosure Schedule, the Company has good and valid title to and is the exclusive legal and equitable owner of, or has a valid license interest in (as the case may be), all of the assets of the Company. The Company assets are free and clear of all Encumbrances of any kind or nature, except for Permitted Encumbrances.
(b) All tangible assets of the Company are (i) in good operating condition and repair, ordinary wear and tear excepted; (ii) suitable and adequate for continued use in the manner in which they are presently being used; and (iii) to the knowledge of the Company free of defects (latent and patent).
Title; Sufficiency; Condition of Assets. Seller 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 Seller 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 Seller Business are held by any member of Seller or any Affiliate of any such member.
