Title to Assets; Related Matters. The Assets constitute all of the assets necessary and sufficient to conduct the operations of the Business in accordance with Parent’s and each Sellers’ past practices and as presently planned to be conducted by the Purchaser, except as specifically set forth in the definition of Excluded Assets. Except as set forth in Schedule 4.5, the Sellers have (and will convey to the Purchaser at the Closing) good and marketable title to the Assets, free and clear of all Liens other than Permitted Encumbrances. All plants, buildings, structures, equipment and other items of tangible personal property and assets included in the Assets: (a) are in good operating condition and in a state of good maintenance and repair, ordinary wear and tear excepted, consistent with standards generally followed in the industry; (b) are usable in the regular and ordinary course of business; and (c) conform in all material respects to all applicable laws, ordinances, codes, rules and regulations applicable thereto, and the Parent and Sellers have no Knowledge of any material defects or problems with any of the Assets. The Sellers own, lease or license all of the Assets and neither Parent nor any Seller or Affiliate of Parent other than the Sellers has any rights with respect to the Assets. No Person other than either Seller owns any equipment or other tangible personal property or assets either which are necessary to the operation of, or have been used or held for use in the operation of, the Business, except for the leased items that are subject to personal property leases. Since December 31, 2007 (the “Unaudited Balance Sheet Date”), neither Seller has sold, transferred or disposed of any assets. Schedule 4.5 sets forth a true, correct and complete list and general description of each material item of tangible personal property used or held for use in connection with the Business by the Sellers, the Parent or any Affiliate of Parent. There are no developments affecting any of the Assets pending or threatened, which might materially detract from the value, materially interfere with any present or intended use or materially adversely affect the marketability of such Assets.
Title to Assets; Related Matters. To the Company's Knowledge, except for Permitted Exceptions or as disclosed in Section 3.6 of the Disclosure Schedule (i) Gannett has good, valid and marketable title (as measured in the context of their current uses) to, or, in the case of leased or subleased assets, valid and subsisting leasehold interests (as measured in the context of their current uses) in, or otherwise has the right to use, all of the Assets, free and clear of all Encumbrances (except for any assets sold or otherwise disposed of, or with respect to which the lease, sublease or other right to use such Asset has expired or has been terminated, in each case after the date hereof solely to the extent permitted under Section 5.1(a) hereof), (ii) each lease or sublease pursuant to which any Leased Property is leased by Gannett is, to the Company's Knowledge, legal, valid and binding on Gannett and the Company (as the case may be) and, to the Company's Knowledge, the other parties thereto and grants the leasehold interest it purports to grant, including, without limitation, any rights to nondisturbance and peaceful and quiet enjoyment that may be contained therein and, to the Company's Knowledge, Gannett and each other party thereto is in compliance in all material respects with the provisions of such leases and subleases, (iii) to the Company's Knowledge, the Assets, together with the Excluded Assets, constitute all the assets and rights of Gannett and its Affiliates used in or necessary for the operation of the Business as currently conducted, (iv) to the Company's Knowledge, except for Equipment scheduled to be replaced by Gannett's capital expenditure budget, the Real Property, Leased Property and Equipment is, in all material respects, in good operating condition and repair (ordinary wear and tear excepted) taking into account the age thereof, (v) to the Company's Knowledge, there are no contractual or legal restrictions to which Gannett or the Company is a party or by which the Real Property is otherwise bound that preclude or restrict in any material respect Gannett's ability to use the Real Property for the purposes for which it is currently being used and (vi) no portion of the Real Property or Leased Property is the subject of, or affected by, any condemnation, eminent domain or inverse condemnation proceeding currently instituted or, to the Company's Knowledge, threatened. On the Closing Date, the Company shall sell, convey, assign, transfer and deliver to Purchaser all of the Co...
Title to Assets; Related Matters. (a) Each Company has good and marketable title to, or a valid leasehold interest in, all of their respective tangible personal property and assets related to the Acquired Business, free and clear of all Liens other than Permitted Liens.
Title to Assets; Related Matters. (i) The Company has good, valid and marketable title (as measured in the context of their current uses) to, or, in the case of leased or subleased assets or other possessory interests, valid and subsisting leasehold or other possessory interests (as measured in the context of their current uses) in all of the assets of the Company in order to conduct its business, free and clear of all Encumbrances, (ii) the assets of the Company constitute all the assets and rights necessary for the operation of the business of the Company as currently conducted, (iii) the Equipment is in good operating condition and repair and maintained in accordance with industry practices taking into account the age thereof, (iv) there are no assets, properties or rights necessary to conduct the business of the Company as the same was conducted immediately prior to the date hereof that are owned by any Person other than the Company which assets, properties or rights are not to be leased or licensed to Buyer under valid, current lease or license arrangements and (v) there are no contractual or legal restrictions to which the Company is a party or by which the Equipment is otherwise bound that preclude or restrict the Seller’s ability to use the Equipment for the purposes for which it is currently being used. The Company enjoys peaceful and undisturbed possession of all Equipment. The Equipment and other tangible assets owned or used by the Company have no known material defects. None of the assets of the Company is subject to any commitment or other arrangement for its sale or use by any Sellers, their Affiliates or third parties. The assets reflected on the December 31, 2005 Balance Sheet or acquired thereafter are valued on the books of the Company at or below the actual cost less an adequate and proper depreciation charge. The Company has not depreciated any of its assets on an accelerated basis (or in any other manner) inconsistent with applicable requirements of the Code.
Title to Assets; Related Matters. (a) Except for Intellectual Property (which is addressed in Section 4.19), certain information technology assets and the Sellers’ rights to operate the JWWTP, the Assets, together with the rights of the Purchaser under the Assumed Contracts and the Commercial Agreements, constitute all of the assets necessary and sufficient to conduct the operations of the Business in all material respects as currently conducted by the Sellers. The Sellers have (and, except as provided in Section 6.7, shall convey to the Purchaser at the Closing) good title to the Assets (other than the Real Property and the Easements, which are addressed in Section 4.4(a)), free and clear of all Liens, other than Permitted Liens.
Title to Assets; Related Matters. (a) Except as set forth on Schedule 4.7, and subject to Section 4.7(c), the Company has good and marketable title to all of its property and assets, free and clear of all Liens except Permitted Liens. The property and assets of the Company constitute all of the assets necessary and sufficient to conduct the operations of the Business in accordance with the Company’s past practices.
Title to Assets; Related Matters. The Acquired Entities have good and valid title to, or a valid leasehold interest in, all of their respective tangible personal property and assets, free and clear of all Liens other than Permitted Liens, and all equipment and other items of tangible personal property and assets of the Acquired Entities are in good operating condition and capable of being used for their intended purposes (ordinary wear and tear excepted) and are usable in the Ordinary Course of Business. The tangible personal property and assets owned or held by the Acquired Entities or used by the Acquired Entities under valid and enforceable Contracts are all of the assets that are necessary for the conduct of the Acquired Business as currently conducted.
Title to Assets; Related Matters. (a) The Assets do not include, and neither Company owns, any real property.
Title to Assets; Related Matters. Each of the Company and -------------------------------- its Subsidiaries has good and valid title to all assets, rights, interests and other properties, real, personal and mixed, tangible and intangible, owned by it (collectively, the "Assets"), free and clear of all Liens, except those Liens ------ which, individually or in the aggregate, would not have a Material Adverse Effect on the Company. The Assets include all properties and assets (real, personal and mixed, tangible and intangible) owned by the Company and its Subsidiaries and used in the conduct of their respective businesses. The tangible assets included within the Assets are in the possession or control of the Company and its Subsidiaries and no other person or entity has a right to possession or claims possession of all or a material part of such Assets.
Title to Assets; Related Matters. (a) Except as set forth on Schedule 4.7(a), the Company and its Subsidiaries have good and valid title, a valid leasehold interest in, or a valid license for, all of the property and assets owned, leased, licensed, operated or used by the Company and its Subsidiaries, free and clear of all Liens, except Permitted Liens.
