Title to Assets; Condition of Property. The Seller has good and valid title to the Assets owned by it (in the case of owned real property and the improvements thereon, good and marketable title in fee simple) including, without limitation, the properties and assets reflected in the Financial Statements (except for assets leased under leases set forth in Exhibit B, inventory and other assets sold or retired and accounts receivable collected upon, since March 31, 1997 in the ordinary course of business consistent with past practices), free and clear of all liens, charges, encumbrances, security interests or claims whatsoever, except as set forth in Exhibit B. The Seller has the right, power and authority to sell and transfer the Assets owned by it to the Purchaser (or its designee), and upon such transfer the Purchaser (or its designee) will acquire good and marketable title to the Assets, free and clear of all liens, charges, encumbrances, security interests or claims whatsoever, except as set forth in Exhibit B. The properties and assets of the Seller include all properties and assets used in the operations of the Business as currently conducted. All such properties and assets of the Seller are in good condition and repair, consistent with their respective ages, and have been maintained and serviced in accordance with the normal practices of the Seller. None of such properties or assets is subject to any liens, charges, encumbrances or security interests, except as set forth in Exhibit B. None of such properties or assets (including the Assets) (or uses to which they are put) fails to conform with any applicable agreement, law, ordinance or regulation in a manner which could reasonably be expected to have a Material Adverse Effect or is likely to be material to the operation of the Business.
Title to Assets; Condition of Property. The Company has good and valid title to the assets owned by the Company, including, without limitation, the properties and assets reflected in the Interim Balance Sheet (except for assets leased under leases set forth in the Company Disclosure Schedule, inventory and other assets sold or retired and accounts receivable collected upon, since August 26, 2000, in the ordinary course of business consistent with past practices). The Company leases, licenses or owns all properties and assets used or necessary for use in the operations of its business as currently conducted other than inventory and supplies which need to be purchased and replenished in the ordinary course of business; except for motor vehicles, inventory held by certain of the Company's suppliers and personal items assigned to individual employees, such as mobile phones, pagers and laptop computers, all of such assets are located on Company Premises. All such properties and assets are in all material respects in good condition and repair, ordinary wear and tear excepted, consistent with their respective ages, and have been maintained and serviced in accordance with the normal practices of the Company and as necessary in the normal course of business. None of the assets of the Company are subject to any liens, charges, encumbrances or security interests except as set forth in the agreements listed in the Company Disclosure Schedule and for liens for taxes not yet due and payable or which are being contested in good faith; and liens of mechanics, materialmen, warehouseman, carriers, landlords and other like liens securing obligations incurred in the ordinary course of business that are not yet due and payable or which are being contested in good faith. None of the assets of the Company (or uses to which they are put) fails to conform with any applicable agreement, law, ordinance or regulation in a manner which is likely to be materially adverse to the operations of the business of the Company. The Company Disclosure Schedule sets forth a complete and accurate Depreciation Lapse Schedule as of November 25, 2000, with respect to the Company's personal property. All leases of personal property used by the Company and set forth on the Company Disclosure Schedule are in full force and effect and all rent and other charges thereunder have been paid by the Company.
Title to Assets; Condition of Property. The Assets include all of the properties and assets reasonably required for the operation of the Business as currently conducted. The Company has good and valid title to the Assets, free and clear of all liens, charges, encumbrances, security interests or claims whatsoever. The Company has the right, power and authority to sell and transfer the Assets to the Purchaser, and upon transfer of the Assets to the Purchaser hereunder, the Purchaser will acquire good and marketable title to the Assets, free and clear of all liens, charges, encumbrances, security interests or claims whatsoever. The Company leases or owns all properties and assets used in the operations of the Business as currently conducted by the Company. To the best knowledge of the Company, the Assets are in good condition and repair, consistent with their respective ages, and have been maintained and serviced in accordance with the normal practices of the Business and as necessary in the normal course of business. None of the Assets (or uses to which they are put) fails to conform with any applicable agreement, law, ordinance or regulation in a manner which is likely to be material to the operation of the Business.
Title to Assets; Condition of Property. The Company has good and valid title to all its owned properties and assets, real, personal and mixed, tangible and intangible used in the operations of the Business as currently conducted, except where the failure to have good and valid title would not have a Material Adverse Effect. Except as set forth in Exhibit B, the Company leases or owns all properties and assets used in the operations of the Business as currently conducted. All such properties and assets are in good condition and repair, consistent with their respective ages and subject to ordinary wear and tear, and have been maintained and serviced in accordance with the normal practices of the Company and as necessary in the normal course of business. None of the assets or properties of the Company is subject to any liens, charges, encumbrances or security interests, except as set forth in Exhibit B. None of the assets or properties of the Company (or uses to which they are put) fails to conform with any applicable agreement, law, ordinance or regulation in a manner which could have a Material Adverse Effect. The Purchaser understands that the items listed in Exhibit B under the heading "Personal Property of the Shareholder" are the personal property of the Shareholder and are not part of the Company.
Title to Assets; Condition of Property. The Company has good and valid title to all of the Assets, including without limitation, the Assets reflected on the Current Balance Sheet (except for Assets sold, used or consumed and Receivables collected or written off since the Current Balance Sheet Date, in any case in the ordinary course of business consistent with past practices), free and clear of all Liens, except for Permitted Liens. The Assets, the Excluded Assets and the property leased by the Company constitute all of the assets used in the operations of, and necessary to operate, the Business as presently conducted. Assuming Norton and the Purchaser comply with Section 7.14, except as set forth in Schedule 3.11 hereto, the Company has the right, power and authority to sell and transfer all of the Assets to the Purchaser, and upon such sale and transfer the Purchaser will acquire good and valid title to the Assets, free and clear of all Liens, except for Permitted Liens.
Title to Assets; Condition of Property. (a) The Company has good, valid and marketable title to all of its properties and assets, real, personal and mixed, tangible and intangible, including, without limitation, the properties and assets reflected in the Balance Sheet (except for assets leased under leases set forth in Schedules 3.09 or 3.13 of the Company Disclosure Schedule, and except for accounts receivable collected upon and Inventory disposed of since the Balance Sheet Date in the ordinary course of business consistent with past practices), free and clear of all Liens except for the Liens listed on Schedule 3.10 of the Company Disclosure Schedule securing certain equipment
Title to Assets; Condition of Property. (a) Except as reflected in Section 4.9(a) of the Disclosure Schedule, the Seller has good and marketable title to all of the Purchased Assets, free and clear of any and all Encumbrances. Except as set forth in Section 4.9(a) of the Disclosure Schedule, the Purchased Assets constitute all of the material assets employed in the conduct of the SFS Business and all of the assets necessary to permit the Buyer to conduct the SFS Business consistent with prior practices and as heretofore conducted by the Seller, from and after the Closing.
(b) All of the properties and assets used in the conduct of the SFS Business are in good operating condition and repair in accordance with industry practice (subject only to ordinary wear and tear arising out of the use for which such properties and assets were designed) and sufficient for the conduct of the normal operations of the SFS Business as presently conducted.
Title to Assets; Condition of Property. (a) The Company has good, valid and marketable title to all of its properties and assets, real, personal and mixed, tangible and intangible, including the properties and assets reflected in the Interim Balance Sheet (except for assets leased under leases identified on Schedule 3.13 of the Disclosure Schedule, and except for accounts receivable collected upon and Inventory disposed of since the Interim Balance Sheet Date in the Ordinary Course of Business), free and clear of all Liens except for the Liens listed on Schedule 3.12 of the Disclosure Schedule securing certain equipment used by the Company and described thereon (the "Permitted Equipment Liens") and Permitted Encumbrances.
(b) All of the equipment and other tangible assets used in the operation of the Business are in good operating condition and repair, normal wear and tear excepted, are suitable for the purposes for which they presently are being used and constitute all of the equipment and other tangible assets necessary to operate the Business as presently conducted. Except with respect to assets leased pursuant to valid leases identified on Schedule 3.13 of the Disclosure Schedule, the Company owns all the properties and assets necessary to the conduct of the Business, which properties and assets are located at or on the Real Property.
Title to Assets; Condition of Property. (a) The Parent has good, valid and marketable title to all of its properties and assets, real, personal and mixed, tangible and intangible, including, without limitation, the properties and assets reflected in the Balance Sheet (except for assets leased under leases set forth in SCHEDULE 4.25(a) of the Parent Disclosure Schedule, and except for accounts receivable collected upon and inventory disposed of since the Balance Sheet Date in the ordinary course of business consistent with past practices), free and clear of all liens except for the liens listed on SCHEDULE 4.25(b) of the Parent Disclosure Schedule securing certain equipment used by the Parent and described thereon (the "Permitted Equipment Liens") and permitted encumbrances (collectively, "Permitted Liens").
(b) The assets and properties (including, without limitation, all equipment and the improvements, fixtures and appurtenances on or to the Premises) owned or leased by the Parent pursuant to written leases set forth in SCHEDULE 4.25(a) of the Parent Disclosure Schedule are in good operating condition and repair, normal wear and tear excepted, and have been maintained and serviced in accordance with the prudent conduct of business, are suitable for the purposes for which they presently are being used and constitute all of the assets and properties used in the operations of, and necessary to operate, the business as presently conducted. The Parent and the Group Members presently do not conduct any business. None of the assets or properties owned or leased by the Parent (or uses to which they are put) fails to conform in any material respect with any applicable agreement, law, ordinance or regulation. Except with respect to assets leased pursuant to valid leases set forth in SCHEDULE 4.25(a) of the Parent Disclosure Schedule, the Parent owns all of the properties and assets located at or on the Premises and owns all of the properties and assets necessary for the conduct of the business.
Title to Assets; Condition of Property. The Company has good and valid title to the Assets, including, without limitation, the properties and assets reflected in the 1997 Balance Sheet (except for assets leased under leases set forth in Exhibit B, assets sold or retired and accounts receivable collected upon, since the date of the 1997 Balance Sheet in the ordinary course of business consistent with past practices). The Company has the right, power and authority to sell and transfer the Assets to the Purchaser (or the Designee) and upon such transfer, the Purchaser (or the Designee), will acquire good and marketable title to the Assets, free and clear of all liens, charges, encumbrances, security interests or claims whatsoever. The Assets include all properties and assets used in the operations of the Business as currently conducted. All such properties and assets are in good condition and repair, consistent with their respective ages, and have been maintained and serviced in accordance with the normal practices of the Company and as necessary in the normal course of business. None of the Assets is subject to any liens, charges, encumbrances or security interests, except as set forth in Exhibit B. None of the Assets (or uses to which they are put) fails to conform with any applicable agreement, law, ordinance or regulation in a manner which could reasonably be expected to have a Material Adverse Effect. The books and records of the Company accurately reflect the materials of customers and clients held on the premises of the Company.
