Title to Assets; Condition of Equipment. Except as would not reasonably be expected to result in a Company Material Adverse Effect, the Company owns, and has good, valid and marketable title to, all tangible assets purported to be owned by it, including, free and clear of any Encumbrances, except for (i) any Encumbrance for current taxes not yet due and payable and (ii) Encumbrances that have arisen in the ordinary course of business and that do not (in any case or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of the Company.
Title to Assets; Condition of Equipment. Schedule 2.8 --------------------------------------- ------------ contains the address of all real properties owned or used by each Target Company and the buildings and structures located thereon ("Business Premises"). Except as set forth on Schedule 2.8, each Target Company has ------------ good and marketable title to all assets and properties used in its business, subject to assets held under lease arrangements disclosed on Schedule 2.10. With the exception of (a) the Liens disclosed on ------------- Schedule 2.8, (b) liens arising by operation of law for taxes accrued but ------------ not yet payable, and (c) such imperfections of title, if any, as do not materially detract from the value or interfere with such Target Company's present use of such assets nor impair the marketability of title of any of the assets or properties of such Target Company, none of the assets of such Target Company is subject to any lease, lien, security interest, mortgage, charge, easement or encumbrance, right of first refusal, option or other restriction of any nature whatsoever, nor subject to any pending or, to the Shareholders' knowledge, threatened condemnation proceedings. To the best knowledge of Shareholders, none of the Business Premises or the operation or maintenance thereof as now operated and maintained, contravenes any applicable zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law. Unless otherwise set forth on Schedule 2.8, the Business Premises are in good ------------ operating condition and repair, ordinary wear and tear excepted.
Title to Assets; Condition of Equipment. Except as set forth on Schedule 2.12 of the Company Disclosure Schedules and except as would not reasonably be expected to result in a Company Material Adverse Effect, Company owns, and has good, valid and marketable title to, all tangible assets purported to be owned by it, including, free and clear of any Encumbrances, except for (i) any lien for current taxes not yet due and payable and (ii) liens that have arisen in the ordinary course of business and that do not (in any case or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of Company.
Title to Assets; Condition of Equipment. (a) The Acquired Companies own, and have good, valid and marketable title to, all tangible assets purported to be owned by them, including: (x) all assets reflected on the Balance Sheet (except for inventory sold or otherwise disposed of in the ordinary course of business since the date of the Balance Sheet); and (y) all other assets reflected in the books and records of the Acquired Companies as being owned by the Acquired Companies. All of said assets are owned by the Acquired Companies free and clear of any Encumbrances, except for (i) any lien for current taxes not yet due and payable, (ii) minor liens that have arisen in the ordinary course of business and that do not (in any case or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of any Acquired Company, and (iii) liens described in Part 2.13 of the Company Disclosure Schedule. The Acquired Companies are the lessees of, and hold valid leasehold interests in, all assets purported to have been leased by them, including: (A) all assets reflected as leased on the Balance Sheet; and (B) all other assets reflected in the books and records of the Acquired Companies as being leased to the Acquired Companies, and the Acquired Companies enjoy undisturbed possession of such leased assets.
Title to Assets; Condition of Equipment. (a) Except as set forth in Schedule 3.7, the Seller does not own any real property, leasehold in real property or other interest of any kind with respect to real property.
Title to Assets; Condition of Equipment. (a) Company owns, and has good, valid and marketable title to, all tangible assets purported to be owned by it, including: (x) all assets reflected on the Company Balance Sheet (except for inventory sold or otherwise disposed of in the ordinary course of business since the date of the Company Balance Sheet); and (y) all other assets reflected in the books and records of Company as being owned by Company. All of said assets are owned by Company free and clear of any Encumbrances, except for (i) any lien for current taxes not yet due and payable, (ii) minor liens that have arisen in the ordinary course of business and that do not (in any case or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of Company, and (iii) liens described in Part 2.13(a) of the Company Disclosure Schedule. Company is the lessee of, and holds valid leasehold interests in, all assets purported to have been leased by it, including: (A) all assets reflected as leased on the Company Balance Sheet; and (B) all other assets reflected in the books and records of Company as being leased to Company, and Company enjoy undisturbed possession of such leased assets.
Title to Assets; Condition of Equipment. (a) Parent owns, and has good, valid and marketable title to, all tangible assets purported to be owned by it, including: (x) all assets reflected on the Parent Financials (except for inventory sold or otherwise disposed of in the ordinary course of business since the date of the Parent Financials); and (y) all other assets reflected in the books and records of Parent as being owned by Parent. All of said assets are owned by Parent free and clear of any Encumbrances, except for (i) any lien for current taxes not yet due and payable, (ii) minor liens that have arisen in the ordinary course of business and that do not (in any case or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of Parent, and (iii) liens described in Part 3.13(a) of the Parent Disclosure Schedule. Parent is the lessee of, and holds valid leasehold interests in, all assets purported to have been leased by it, including: (A) all assets reflected as leased on the Parent Financials; and (B) all other assets reflected in the books and records of Parent as being leased to Parent, and Parent enjoy undisturbed possession of such leased assets.
