Title to and Sufficiency and Condition of Assets. (a) Each Loan Party and each of its Subsidiaries has good and marketable title to all assets used in the operations of the business of each Loan Party (excluding all Proprietary Assets), free and clear of all Liens other than Permitted Liens, (b) such assets constitute all of the assets, rights and properties that are used in the operation of the business of each Loan Party or any of its Subsidiaries as it is now conducted or that are used or held by each Loan Party or any of its Subsidiaries for use in the operation of such Loan Party’s business and (c) all such assets are in good operating condition and repair (reasonable wear and tear excepted) and are suitable for their intended use.
Title to and Sufficiency and Condition of Assets. Except as would not result in a Material Adverse Effect, (a) the Company and each of its Subsidiaries has good and marketable title to all of the assets (excluding all Proprietary Assets), free and clear of all Liens other than Permitted Liens, (b) the assets constitute all of the assets, rights and properties that are used in the operation of the business of the Company or any of its Subsidiaries as it is now conducted or that are used or held by the Company or any of its Subsidiaries for use in the operation of the Company’s business and (c) all such assets are in good operating condition and repair (reasonable wear and tear excepted) and are suitable for their intended use.
Title to and Sufficiency and Condition of Assets has good, clear, andmarketable title to, or (with respect to the Exchanged Assets) free and clear of any lien, mortgage, pledge, encumbrance, charge, security interest, covenant, or other restriction of any kind or nature except for the Assumed Liabilities. The transfer of the Exchanged Assets hereunder will convey to CDIF good, valid and defensible title to the Exchanged Assets, free and clear of any lien, mortgage, pledge, encumbrance, charge, security interest, covenant, or other restriction of any kind or nature. The Exchanged Assets are in good operating condition and repair, ordinary wear and tear accepted, are usable in the ordinary course of the Business and conform in all respects to all applicable statutes, ordinances and regulations relating to their construction, use and operation.
Title to and Sufficiency and Condition of Assets. (a) Except as disclosed in Schedule 4.1.10 and except for the Real Property (which is addressed in Section 4.1.15), the Sellers have title to all their respective Assets free and clear of any and all Liens other than Permitted Liens.
(b) The Assets comprise all material assets necessary for Buyer to conduct the Business after the Closing as now being conducted by the Sellers, and the Material Contracts and Real Estate Leases constitute all of the material contracts and agreements used in the Business as now being conducted by the Sellers.
(c) All material machinery and equipment included in the Assets and identified as “in service” in Sellers’ books and records are, to the Actual Knowledge of the Sellers, in good condition and repair in all material respects, normal wear and tear excepted and subject to the need for continued maintenance.
Title to and Sufficiency and Condition of Assets. Seller has good and marketable title to, or a valid leasehold interest in, all of the Acquired Assets, free and clear of any Lien or restriction on transfer (other than Permitted Encumbrances in the case of Real Property). Other than those assets expressly excluded from the definition of “Acquired Assets”, the Acquired Assets (i) constitute all of the assets, tangible and intangible, of any nature whatsoever, necessary to operate the Target Business in the manner presently operated by Seller, (ii) include all of the operating assets of Seller primarily used in the Target Business and (iii) are sufficient for the continued conduct of the Target Business by Buyer after the Closing in substantially the same manner as conducted by Seller prior to the Closing. Each Acquired Asset that is a tangible asset having a net book value in excess of $30,000 (x) is in good working order (ordinary wear and tear excepted), (y) has been maintained in all material respects in accordance with the past practice of Seller and generally accepted industry practice and (z) is suitable for the purposes for which it presently is used in connection with the Target Business.
Title to and Sufficiency and Condition of Assets. Except as described in Schedule 3.12 and except for Permitted Liens, the Company and the Subsidiaries have good and marketable title in all personal property owned by them, in each case free and clear of all Liens. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases and no landlord for any such real property or facility has notified the Company or any such Subsidiary that any of them are in default under any such lease. The personal property owned by the Company and the Subsidiaries, together with the Leases, constitute all of the tangible assets, rights and properties that are used in the operation of the business of the Company or any of its Subsidiaries as it is now conducted or that are used or held by the Company or any of its Subsidiaries for use in the operation of the Company's business. All assets of the Company and the Subsidiaries are in good operating condition and repair (reasonable wear and tear excepted) and are suitable for their intended use.
Title to and Sufficiency and Condition of Assets. (a) The Company has good and valid title to, or in the case of leased property, a valid and effective leasehold interest in, all office space, computers, equipment and other tangible assets which are used in or necessary for, or held for use in, the conduct of its business as presently conducted. No Seller Party has Knowledge of any dispute or claim made by any other Person concerning such right, title and interest in such assets. Except as set forth on Section 6.7(a) of the Disclosure Schedule, the assets and properties owned or leased by the Company constitute all the assets (i) used in its business and (ii) necessary and sufficient to operate its business as presently conducted.
(b) Each tangible asset owned, leased or otherwise used by, or held for use by, the Company for the conduct of its business is in all material respects in good operating condition and repair (subject to normal wear and tear), is suitable for the purposes for which it presently is used, and, except as to leased assets, is free and clear of any Security Interests.
(c) The Company has the legal right to provide Business Services to its Clients without being subject to any charge by, or claim of right of, any other Person, including, where applicable, the right to communicate as an insurance agent, broker, program or third-party administrator or general agent and to receive payments for its transactions relating to such Clients.
(d) The Company does not own or lease any motor vehicles.
Title to and Sufficiency and Condition of Assets. (a) The Seller owns, leases or has the legal right to use the Acquired Assets. Except for Leased Real Property, the Leased Personal Property or as set forth on Schedule 3.9, the Seller has good and marketable title to, and actual and exclusive possession of, all of the properties and assets included in the Acquired Assets. The Seller has valid and subsisting leasehold interests in the Leased Real Property and the Leased Personal Property, free and clear of all Encumbrances other than Permitted Encumbrances.
(b) The Acquired Assets constitute all the properties, assets and rights which are necessary to enable the Buyer to conduct the Business at the Facilities after the Closing in substantially the same manner as it was conducted by the Seller in the Ordinary Course, without material disruption. The Acquired Assets include all the material assets, properties and rights included as assets on the Reference Balance Sheet or otherwise used or held for use by the Seller or any of its Affiliates in the conduct of the Business, except for Inventory sold, consumed or otherwise disposed of in the Ordinary Course since September 30, 2002. The Tangible Personal Property is in such physical condition and state of repair as to enable the Buyer to conduct the operations of the Business in the Ordinary Course without material disruption. All material Tangible Personal Property is included in the list set forth on Schedule 2.1(a)(i) and is in the same physical condition and state of repair as on the date of the Reference Balance Sheet, ordinary wear and tear excepted.
(c) Immediately following the Closing, the Buyer will (i) own, free and clear of all Encumbrances (other than Permitted Encumbrances and Encumbrances imposed at the direction of the Buyer), all Acquired Assets (other than the Leased Real Property, the Leased Personal Property and the Titan Monterrey Mill), (ii) hold, under valid and subsisting leases, all the right, title and interest of the Seller in, to and under the Leased Real Property and the Leased Personal Property, and (iii) hold, under a valid and subsisting lease, the right, title and interest in, to and under the Titan Monterrey Mill set forth in the Monterrey Facility Lease.
Title to and Sufficiency and Condition of Assets. (a) Except as set forth in Section 4.4(a) of the Seller Disclosure Schedule, and except as would not, individually or in the aggregate, reasonably be expected to be material, and other than the Permitted Encumbrances, the Seller Companies have good, valid and marketable title to each of the Purchased Assets, including the Tangible Personal Property, a complete and correct list (other than immaterial exceptions) of which, as of the date hereof is set forth on Section 4.4(a) of the Seller Disclosure Schedule (the “Scheduled Purchased Assets”).
(b) Section 4.4(b) of the Seller Disclosure Schedule sets forth a complete and correct list of the Scheduled Purchased Assets other than the Unutilized Equipment.
(c) Except for the Unutilized Equipment, a complete and correct list (other than immaterial exceptions) of which, as of the date hereof is set forth in Section 4.4(c) of the Seller Disclosure Schedule, all of the Purchased Assets are in good operating condition and repair, subject to normal wear and maintenance, and are usable in the ordinary course of business consistent with the Seller Companies’ past practices.
(d) The cost of carrying out all maintenance and repair operations necessary to bring the Unutilized Equipment into good operating condition and repair and usable in the ordinary course of business consistent with the Seller Companies’ past practices, will not exceed $4,750,000 in the aggregate.
(e) The Purchased Assets, taken together with the services, assets and rights to be provided hereunder or under the Transaction Documents, the Excluded Assets and the Excluded Business, constitute, all of the properties, rights, tangible and intangible assets necessary to operate the Business.
Title to and Sufficiency and Condition of Assets. The Company or the applicable Subsidiary owns good, valid and marketable title to all of the Assets, free and clear of all Liens other than Permitted Liens. The Assets and Contracts include all tangible and intangible assets, contracts and rights necessary or desirable for the operation of the Business immediately after the Effective Time in accordance with the Company’s past practices. The tangible Assets are in operating condition and repair, subject only to ordinary wear and tear, are substantially fit for use in accordance with the Company’s past practices and are adequate for the uses for which they are currently used or held.
