Title to Assets; Indebtedness. As of the Effective Time, the Company shall (i) except for sales of assets held as inventory, if any, in the ordinary course of business prior to the Effective Time and except as otherwise specifically described in the Disclosure Schedules to this Agreement, have good and valid title to all of its assets free and clear of all Encumbrances of any nature whatsoever, except for current year ad valorem taxes and liens which arise by operation of law, and (ii) have no direct or indirect indebtedness except for indebtedness disclosed in the Company Financial Statements, the Disclosure Schedules hereto or for normal and recurring accrued obligations of the Company arising in connection with its business operations in the ordinary course of business and which arise from the purchase of merchandise, supplies, inventory and services used in connection with the provision of services.
Appears in 14 contracts
Samples: Agreement and Plan of Reorganization and Merger (American Physician Partners Inc), Agreement and Plan of Reorganization and Merger (American Physician Partners Inc), Agreement and Plan of Reorganization and Merger (American Physician Partners Inc)
Title to Assets; Indebtedness. As of the Effective Time, the Company shall (i) except for sales of assets held as inventory, if any, in the ordinary course of business prior to the Effective Time and except as otherwise specifically described in the Disclosure Schedules to this Agreement, have good and valid title to all of its assets free and clear of all Encumbrances of any nature whatsoever, except for current year ad valorem taxes and liens which arise by operation of law, and (ii) have no direct or 35 indirect indebtedness except for indebtedness disclosed in the Company Financial Statements, the Disclosure Schedules hereto or for normal and recurring accrued obligations of the Company arising in connection with its business operations in the ordinary course of business and which arise from the purchase of merchandise, supplies, inventory and services used in connection with the provision of services.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization and Merger (American Physician Partners Inc)
Title to Assets; Indebtedness. As of the Effective Time, the Company shall (i) except for sales of assets held as inventory, if any, in the ordinary course of business prior to the Effective Time and except as otherwise specifically described in the Disclosure Schedules to this Agreement, have good and valid title to all of its assets free and clear of all Encumbrances of any nature whatsoever, except for current year ad valorem taxes and liens which arise by operation of law, and (ii) have no direct or indirect 28 35 indebtedness except for indebtedness disclosed in the Company Financial Statements, the Disclosure Schedules hereto or for normal and recurring accrued obligations of the Company arising in connection with its business operations in the ordinary course of business and which arise from the purchase of merchandise, supplies, inventory and services used in connection with the provision of services.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization and Merger (American Physician Partners Inc)
