Title to Assets; Property. Each of Parent and the Parent Subsidiaries owns, and has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all tangible properties or assets and equipment used or held for use in its business or operations or purported to be owned or leased by it, including: (i) all assets reflected on the Parent Interim Financial Statements; and (ii) all other assets reflected in the books and records of Parent and the Parent Subsidiaries as being owned by Parent and the Parent Subsidiaries, except as would not reasonably be expected to result in a Parent Material Adverse Effect. Except as set forth in Section 4.10 of the Parent Disclosure Letter, all of said assets are owned by Parent and the Parent Subsidiaries free and clear of any Liens, except for Permitted Liens. No member of the Parent Group owns or leases any real property.
Title to Assets; Property. (a) At the Closing, each of Seller and Seller Inc. shall have good and sufficient title to, or valid and subsisting leasehold interests in, all of its Assets, except such assets as have been disposed of in the ordinary course of the business consistent with past practice, free and clear of any Liens, except for (i) such minor imperfections of title, or insignificant Liens, as do not, individually or in the aggregate, have a Material Adverse Effect, or materially interfere with the present uses of such Assets, (ii) such Liens arising by operation of law which do not, individually or in the aggregate, have a Material Adverse Effect, and (iii) the Liens listed on Schedule 3.11(a). Assets of Seller shall include sufficient cash, cash equivalents, accounts receivable and prepaid expenses (x) to satisfy the AEW Working Capital Requirement and (y) to satisfy Seller's share of the funding of the Restructuring Reserve. At the Closing, the Principals shall collectively have good and sufficient title to the AEW II Stock and the Hotel Stock and Seller GP shall have good and sufficient title to the GP Interest, in each case free and clear of any Liens. Without regard to any representation as to the title or transferability of the following assets, the Assets of Seller, Seller Inc.'s Investment Contracts, the AEW II Stock, the Hotel Stock and the GP Interest are all the assets necessary to conduct Seller's business, except as contemplated by Section 6.10(g).
Title to Assets; Property. (a) At the Closing, each of Xxxxxx and each Xxxxxx Subsidiary shall have good and sufficient title to, or valid and subsisting leasehold interests in, all of its Assets, except such assets as have been disposed of in the ordinary course of the business consistent with past practice, free and clear of any Liens, except for (i) such minor imperfections of title, or insignificant Liens, as do not, individually or in the aggregate, have a Material Adverse Effect, or materially interfere with the present uses of such Assets, (ii) such Liens arising by operation of law which do not, individually or in the aggregate, have a Material Adverse Effect, and (iii) the Liens listed on Schedule 4A.9(a). Assets of Xxxxxx and the Xxxxxx Subsidiaries reflected on the Xxxxxx Pro Forma Balance Sheet shall include sufficient cash, cash equivalents, accounts receivable and prepaid expenses (x) to satisfy the Xxxxxx Working Capital Requirement, (y) to pay the Buyer Restructuring Costs in excess of Buyer's Pre-Closing Restructuring Costs and (z) to satisfy Buyer's share of the funding of the Restructuring Reserve. Without regard to any representation as to the title or transferability of the following assets, the Assets of Xxxxxx and the Xxxxxx Subsidiaries reflected on the Closing Balance Sheet are all the assets necessary to conduct Xxxxxx'x and the Xxxxxx Subsidiary's business, except as contemplated by Section 6.13.
Title to Assets; Property. (a) Company owns, and has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all tangible properties or assets and equipment used or held for use in its business or operations or purported to be owned or leased by it, including: (i) all assets reflected on the Company Financial Statements for the year ended December 31, 2016; and (ii) all other assets reflected in the books and records of Company as being owned by Company, except as would not reasonably be expected to result in a Company Material Adverse Effect. All of said assets are owned by Company free and clear of any Liens, except for Permitted Liens.
Title to Assets; Property. (a) Each of Angionetics and Cardium has good and valid title to, or a valid leasehold interest in, all and tangible personal property and other assets reflected in the EXECUTION VERSION Financial Statements or acquired after the date of the Interim Balance Sheet, other than properties and assets sold or otherwise disposed of in the ordinary course. All such properties and assets (including leasehold interests) are free and clear of Liens except for the following: (i) Liens for Taxes not yet due and payable or being contested in good faith by appropriate procedures; (ii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business; (iii) Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business; or other imperfections of title or Liens, if any, that have not had, and would not reasonably be expected to have a material adverse effect on the financial position, or the conduct or operation of the Business as currently conducted.
Title to Assets; Property. (a) Each of Company and the Company Subsidiaries owns, and has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all tangible properties or assets and equipment used or held for use in its business or operations or purported to be owned or leased by it, including: (i) all assets reflected on the Interim Financial Statements; and (ii) all other assets reflected in the books and records of Company and the Company Subsidiaries as being owned by Company and the Company Subsidiaries, except as would not reasonably be expected to result in a Company Material Adverse Effect. All of said assets are owned by Company and the Company Subsidiaries free and clear of any Liens, except for Permitted Liens.
Title to Assets; Property. (a) Except as set forth in Section 2.12(a) of the Company Disclosure Schedule and except with respect to Company Intellectual Property (as to which certain representations and warranties are made pursuant to Section 2.13), the Company or a Company Subsidiary has good and marketable title to, or a good and valid leasehold interest in, or a valid right to, all personal property and other assets reflected in the Financial Statements or acquired after the date of the most recent balance sheet included in the Financial Statements, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the date of the most recent balance sheet included in the Financial Statements. All such properties and assets (including, to the Company’s Knowledge, such properties and assets held under leasehold interests) are free and clear of all Liens (other than Permitted Liens). All such tangible personal property, whether owned or leased, is in the possession and control of the Company or a Company Subsidiary.
Title to Assets; Property. (a) The Company does not have any Owned Real Property. The Company has good and valid title to, or a valid leasehold interest in, all Leased Real Property, tangible personal property and other assets held by the Company as of the Closing Date. The Leased Real Property identified in Section 3.10(b) of the Disclosure Schedules comprises all of the real property used or intended to be used in, or otherwise related to, the Company. All such properties and assets (including leasehold interests) are free and clear of Encumbrances.
Title to Assets; Property. Company owns, and has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all tangible properties or assets and equipment used or held for use in its business or operations or purported to be owned or leased by it, including: (i) all assets reflected on the Interim Financial Statements; and (ii) all other assets reflected in the books and records of Company as being owned by Company, except as would not reasonably be expected to result in a Company Material Adverse Effect. All of said assets are owned by Company free and clear of any Liens, except for Permitted Liens. Company does not own or lease any real property.
Title to Assets; Property. Parent owns, and has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all tangible properties or assets and equipment used or held for use in its business or operations or purported to be owned or leased by it, including: (i) all assets reflected on the Parent Financial Statements; and (ii) all other assets reflected in the books and records of Parent as being owned by Parent, except as would not reasonably be expected to result in a Parent Material Adverse Effect. All of said assets are owned by Parent free and clear of any Liens, except for Permitted Liens.
