Title to and Condition of the Assets of the Company. ---------------------------------------------------
(a) The Company has good and marketable title to all assets owned by them free and clear of all mortgages, liens, charges, encumbrances, easements, security interests, or title imperfections, except to the extent specifically set forth in reasonable detail on Schedule 5.12 hereto. The assets reflected in the financial statements of the Company dated January 31, 1996 referred to in Section 5.8 hereof constitute all of the tangible assets and properties that the Company owns, uses, or holds in connection with its business, and the conduct of such business as a going concern, except for additions or dispositions in the ordinary course of business. The facilities, machinery, furniture, office, and other equipment of the Company that are used in its business are in good operating condition and repair, subject only to the ordinary wear and tear of that business, and neither the Company nor any property or asset owned or leased by it is in violation of any applicable ordinance, regulation, or building, zoning, environmental or other law in respect thereof, the violation of which will have a material adverse effect on the financial condition, the conduct of the business or the ownership or use of any of the properties or assets of the Company.
(b) Except as set forth herein, the Company owns no real estate. Schedule 5.12(b) hereto sets forth all personal property (with monthly lease payments in excess of One Hundred Dollars ($100.00)) and real estate leased or owned by the Company and specifies in the case of real estate the location of each property, the use of the facility thereon, the name of the owner or the names of the lessor and the lessee, the approximate square footage of improvements. The Company has delivered to the Buyer copies of each lease by which the Company acquired its interest in the personal property described in Schedule 5.12(b). The Company has not received any written notice from any governmental agency, board, bureau, body, department, or authority of any United States or foreign jurisdiction, which materially restricts the use of any of the real estate described in Schedule 5.12(b) hereto. Except as set forth in Schedule 5.12(b) hereto, there is no easement, right-of-way agreement, license, sublease, occupancy agreement, or like instrument with respect to any of the real estate described in Schedule 5.12(b) hereto which would have a material adverse effect on...
Title to and Condition of the Assets of the Company. ---------------------------------------------------
(a) The Company has good title to all assets owned by it, free and clear of all Liens. The assets reflected in the Interim Financials (and on any balance sheet of the Company furnished by the Company or the Seller delivered prior to the Closing, for periods subsequent to August 31, 1998, including, without limitation, the Closing Balance Sheet), constitute all of the tangible assets and properties that the Company owns, uses, or holds in connection with its respective business, and the conduct of such business as a going concern and, except for additions or dispositions in the ordinary course of business, include all tangible properties and assets used in such business as being conducted. The facilities, machinery, furniture, office, and other equipment of the Company that are used in its respective business are in good operating condition and repair, subject only to the ordinary wear and tear of that business, and are sufficient to operate the business of the Company. Neither the Company nor any property or asset owned or leased by it is in violation of any applicable ordinance, regulation, or building, zoning, environmental or other law in respect thereof, the violation of which will have a material adverse effect on the financial condition, the conduct of the business or the ownership or use of any of the properties or assets of the Company.
(b) The Company does not own any real estate. SCHEDULE 4.12 hereto sets forth all personal property having a book value of (Yen) 200,000 or more and real estate leased to the Company and specifies, in the case of real estate, the location of each property, the use of the facility thereon, the name of the owner or the name of the lessor and the approximate square meters (tsubo) of floor area. Each lease of the Company from the Seller or any affiliate of the Seller which is a sublease is permitted by the head lease. The Company has delivered to the Buyer a copy of each lease by which the Company acquired its interest in the personal property described in SCHEDULE 4.12 hereto, all of which documents are true and complete copies thereof as in effect on the date hereof. The Company has not received any written notice from any governmental agency, board, bureau, body, department, or authority of any Japanese or foreign jurisdiction, which materially restricts the use of any of the real estate described in SCHEDULE 4.12 hereto. The execution ...
Title to and Condition of Purchased Assets; Sufficiency of Assets. Seller has good and valid title to, or a valid leasehold interest in, all of the Purchased Assets, free and clear of any Encumbrances. Title to all of the Purchased Assets is freely transferable from Seller to Buyer free and clear of all Encumbrances without obtaining the consent or approval of any Person. The Purchased Assets constitute, in all material respects, all intangible assets, intangible properties, rights and Intellectual Property Rights that are used in the Business as of the Closing Date. Except as set forth in Schedule 3.8 of the Seller Disclosure Letter, (a) none of the Purchased Assets is licensed or leased from any third party and no royalties, license fees or similar payments are due or payable (or may become due or payable) to any third party under any Contract affecting the Purchased Assets and (b) none of the Purchased Assets is licensed to any third party except as indicated in the list of Material Contracts.
Title to and Condition. OF ASSETS AND PROPERTY. HomeLoan has good and marketable title to any and all assets reflected in the HomeLoan Financial Statements and currently owned and used in the operation of its businesses, and such assets are free and clear of all liens, claims, charges, security interests, options, or other title defects or encumbrances, except as set forth in the HomeLoan Disclosure Schedule. The HomeLoan Disclosure Schedule further sets forth a description of all real property currently leased or otherwise occupied or used but not owned by HomeLoan, true, correct and complete copies of which leases and other agreements, including all amendments and modifications thereto, have previously been delivered to Loraca. Each of the leases is a valid and binding obligation of the parties thereto and neither HomeLoan nor the lessor thereunder is in default under, and no condition exists that with notice or lapse of time or both would constitute a default under, any such lease. HomeLoan enjoys peaceful and undisturbed possession of its interests under all such leases. Except as set forth in the HomeLoan Disclosure Schedule, HomeLoan does not own any real property or any interest therein. The buildings, structures, improvements, assets and operations of HomeLoan are in a good state of maintenance and repair, ordinary wear and tear excepted, conform with all applicable restrictive covenants, deeds, leases, and restrictions and all applicable federal, state and local laws, ordinances, rules and regulations, including, but not limited to, those relating to zoning and working conditions and are considered by HomeLoan to be adequate for the current business of HomeLoan and its Subsidiaries.
Title to and Condition of the Purchased Assets Except as otherwise provided in this Agreement, the Purchased Assets are being sold by the Seller and purchased by the Buyer on an "as is, where is" basis; the Buyer has conducted such inspections of the Purchased Assets and such investigations of the Seller's right, title and interest in and to the Purchased Assets as it has deemed appropriate and has relied entirely on its own inspection, investigation and analysis and has satisfied itself considering those matters. The Buyer agrees that the Seller (including the Seller's directors, officers, employees, Affiliates, agents, advisors and representatives) shall have no liability or responsibility based on or in respect of any information or documents obtained by or provided or made available to the Buyer or at its request. No representation, warranty or condition, either express or implied, has been or will be given by the Seller as to the title, description, condition, cost, size, quantity, quality, fitness for purpose, merchantability, valuation, revenues, expenses, assignability or otherwise of or concerning the Purchased Assets or the right of the Seller to sell or assign the same, or as to the accuracy or completeness of any of the information or documents obtained by or provided or made available to the Buyer (including its directors, officers, employees, Affiliates, agents, advisors and representatives) save and except for the express representations and warranties given in Section 5.01 hereof. Without limiting the foregoing, any and all conditions, warranties or representations expressed or implied pursuant to the Sale of Goods Act (Ontario) do not apply hereto and have been waived by the Buyer solely in respect of the Seller. The descriptions of the Purchased Assets contained herein are for the purposes of identification only and no representation, warranty or condition has been or will be given by the Seller concerning the accuracy of these descriptions and the Buyer acknowledges that it does not rely on the same.
Title to and Condition of the Subject Assets. ---------------------------------------------
(a) Seller owns the exclusive and entire right, title and interest in and to, and has good and marketable title in and to, all of the assets, tangible and intangible, included among the Subject Assets to be conveyed hereunder, free and clear of all liens, mortgages, security interests, claims, charges, conditions, equitable interests, pledges, licenses, options, rights of first refusal, defects of title or restrictions of any kind whatsoever, including any restriction on use, voting, transfer or other disposition, receipt of income or exercise of any other attribute of ownership (collectively, "Encumbrances"), except (i) the Encumbrances set ------------ forth on Schedule 4.2(a) and (ii) minor Encumbrances which do not affect --------------- the marketability, present use or value of the Subject Asset affected thereby (it being understood that any Encumbrance securing any obligation to pay money shall be deemed to affect marketability) (collectively, the "Permitted Encumbrances"). ----------------------
(b) The Subject Assets consist of all of the assets used by Seller in connection with the Business except for the Excluded Assets. The Subject Assets and the Excluded Assets are sufficient, in the reasonable judgment of Seller, for the operation of the Business in the ordinary course and the Subject Assets are suitable for the respective purposes for which they are being used.
(c) All Receivables, other than the Excluded Receivables, as reflected on the Interim Balance Sheet represent, and all Receivables, other than the Excluded Receivables, as reflected on the Closing Date Balance Sheet will represent, valid claims against the obligors thereof which arose in the ordinary course of business.
(d) All of the tangible personal property included in the Subject Assets: (i) has been maintained in accordance with sound maintenance practices; and (ii) is in good operating condition and repair, ordinary wear and tear excepted, and, in the case of such property leased by Seller, is in the condition required for such property by the terms of the lease applicable thereto during the term of the lease and upon the expiration thereof. Schedule 1.1
Title to and Condition. OF ASSETS - As of the date hereof, Receptagen has no tangible assets of any kind.
Title to and Condition. OF ASSETS, PROPERTIES, ETC. Except as described on SCHEDULE 5.15,
(a) the Company has good title to all of its tangible and intangible properties and assets (including those reflected on the Balance Sheet (except to the extent the same have since been sold or otherwise disposed of in the ordinary course of business consistent with past practice) and including, all of the Acquired Assets), free and clear of any and all Liens and, upon Closing, such title will be transferred to Nobel;
(b) all of the Acquired Assets are in the possession or under the control of the Company and are located at the Acquired Center and, to the Company's knowledge, are in good condition and repair, ordinary wear and tear excepted and are of a condition, nature and quantity sufficient for the conduct of the Business as conducted during the past two years; and
(c) to the Company's knowledge, there is no material structural, mechanical or other significant defect or deficiency in the Acquired Center, the Acquired Assets or the real property at which the Acquired Center is located.
Title to and Condition of the Assets of the Company. ---------------------------------------------------
(a) The Company and all subsidiaries have good and marketable title to all assets owned by them free and clear of all mortgages, liens, charges, encumbrances, easements, security interests, or title imperfections, except to the extent specifically set forth in reasonable detail on Schedule 5.12 hereto. The assets reflected in the financial statements of the Company for its fiscal year ended December 31, 1995 referred to in Section 5.8 hereof constitute all of the tangible assets and properties that the Company and its subsidiaries own, use, or hold in connection with their business, and the conduct of such business as a going concern, except for additions or dispositions in the ordinary course of business. The facilities, machinery, furniture, office, and other equipment of the Company and all subsidiaries that are used in its business are in good operating condition and repair, subject only to the ordinary wear and tear of that business, and neither the Company nor any property or asset owned or leased by it is in violation of any applicable ordinance, regulation, or building, zoning, environmental or other law in respect thereof, the violation of which will have a material adverse effect on the financial condition, the conduct of the business or the ownership or use of any of the properties or assets of the Company or its subsidiaries.
(b) The Company and the subsidiaries own no real estate. Schedule 5.12(b) hereto sets forth all personal property (with monthly lease payments in excess of One Hundred Dollars ($100.00)) and real estate leased to the
Title to and Condition of Purchased Assets 9 Section 4.05. Contracts 10 Section 4.06. Customers 10 Section 4.07. Legal Proceedings 10 Section 4.08. Compliance with Law 10 Section 4.09. Privacy and Data Security 11 Section 4.10. No Other Representations or Warranties 11
