Title to Assets; Sufficiency and Condition of Assets. Other than as set out in Schedule 3.1(g), the Corporation is the sole legal and beneficial and (where its interests are registrable) the sole registered owner of all of its assets and interests in its assets, with good and valid title, free and clear of all Encumbrances. There has been no assignment, subletting or granting of any licence (of occupation or otherwise) of or in respect of any of the Corporation’s assets or any granting of any Contract or right capable of becoming an agreement or option for the purchase of any of such assets other than pursuant to the provisions of, or as disclosed in, this Agreement. The assets of the Corporation (i) constitute all of the assets, of any nature whatsoever, necessary to operate the Business as a whole in the manner presently conducted by the Corporation; (ii) are in compliance with all applicable Laws, and (iii) are sufficient for the continued conduct of the Business as a whole after the Closing Date in substantially the same manner as conducted prior to the Closing Date. Schedule 3.1(g) sets out a complete list and description of all of the Fixed Assets of the Corporation and each Subsidiary, all of which assets are in good condition, repair and (where applicable) proper working order, having regard to their respective use and age, normal wear and tear excepted, and such assets have been properly and regularly maintained.
Title to Assets; Sufficiency and Condition of Assets. (a) Sellers own and hold good and marketable title to, or have valid and subsisting leasehold interests in, all assets, real, personal or mixed, whether tangible or intangible (including all Intellectual Property), used or held for use in, or otherwise relating to, the Healthcare Businesses or located at the Facilities, free and clear of all Encumbrances other than the Permitted Encumbrances, all of which shall be a part of the Assets, except for the Excluded Assets. No third party owns or holds in its name any assets, real, personal or mixed, whether tangible or intangible (including all Intellectual Property), used or held for use in, or otherwise relating to, the Healthcare Businesses or located at the Facilities, except for (i) the Leased Real Property set forth on Schedule 1.4(b), (ii) furniture and equipment owned or leased by the applicable counterparties to the Lessor Leases set forth on Schedule 1.4(e), (iii) the Capital Leases and Personal Property Leases set forth on Schedule 1.4(f)(i) and Schedule 1.4(f)(ii), respectively, or (iv) Excluded Assets. At the Closing, Sellers will convey to Buyer, and Buyer will acquire, good and marketable title to, or valid and subsisting leasehold interests in, the Assets, free and clear of all Encumbrances, other than Permitted Encumbrances. There are no outstanding rights (including any right of first refusal or right of first offer), options or Contracts giving any third party any current or future right to require any Seller to sell or transfer to a third party any interest in any of the Assets.
Title to Assets; Sufficiency and Condition of Assets. (a) Except as set forth on Schedule 7.11, Seller has good and valid title to, or a valid and binding leasehold interest or license in, all of its assets, including the Purchased Assets, free and clear of all Encumbrances, other than Permitted Encumbrances. Other than the consents listed on Schedule 7.03(b), none of the Purchased Assets are subject to any restrictions with respect to the transferability thereof and Seller has complete and nonrestricted power and right to sell, assign, convey and deliver the Purchased Assets to Buyer as contemplated hereby. At Closing, Buyer will receive good and valid title, or a valid and binding leasehold interest, in all of the Purchased Assets, free and clear of all Encumbrances, other than Permitted Encumbrances.
Title to Assets; Sufficiency and Condition of Assets. (a) Sellers own and hold good and marketable title to, or have valid and subsisting leasehold interests in, all assets, real, personal or mixed, whether tangible or intangible (including all Intellectual Property), used or held for use in, or otherwise relating to, the Business or located at the Facilities, free and clear of all Encumbrances other than as set forth on Schedule 4.4(a) and the Permitted Encumbrances, all of which shall be a part of the Purchased Assets, except for the Excluded Assets. No Person other than Sellers owns or holds in its name any assets, real, personal or mixed, whether tangible or intangible (including all Intellectual Property), used or held for use in, or otherwise relating to, the Business or located at the Facilities, except for (i) items leased by a Seller or improvements to items leased by a Seller pursuant to a lease agreement identified on Schedule 4.19(a), (ii) furniture and equipment owned or leased by Physicians leasing space in the Real Property pursuant to a lease agreement identified on Schedule 4.19(a), and (iii) personal property of Seller Employees, patients or visitors. At the Closing, Sellers will convey to Buyer, and Buyer will acquire, good and marketable title to, or valid and subsisting leasehold interests in, the Purchased Assets, free and clear of all Encumbrances, other than Permitted Encumbrances. There are no outstanding rights (including any right of first refusal or right of first offer), options, or Contracts giving any Person any current or future right to require any Seller to sell or transfer to such Person or to any third party any interest in any of the Purchased Assets.
Title to Assets; Sufficiency and Condition of Assets. The Group Companies own good and valid title to, or a valid leasehold interest in, free and clear of all Liens, except for Permitted Liens, all of the personal property and assets of the Group Companies. The assets of the Group Companies constitute all of the assets necessary and sufficient for the conduct of the business of the Group Companies as currently conducted or proposed to be conducted. The machinery, equipment, personal properties, vehicles and other tangible assets of the Group Companies are operated in conformity with all applicable Laws, are structurally sound (in the case of the buildings and improvements), are in good condition and repair, except for reasonable wear and tear not caused by neglect, and are usable in the ordinary course of business.
Title to Assets; Sufficiency and Condition of Assets. Ceres does not own or lease any tangible properties or assets. Ceres’ non-tangible assets (which are capable of operating) are in such operating condition that the Company and/or Ceres after the Closing Date will be able to operate in substantially the same manner as Ceres has been using such assets immediately prior to the Closing Date. Ceres owns good and valid title to, or a valid leasehold interest in, free and clear of all Liens, all of Ceres’ non-tangible properties and assets. No assets of Ceres have ever been transferred to any Person outside of the Ordinary Course.
Title to Assets; Sufficiency and Condition of Assets. (a) Except as set forth in Section 3.9(a) of the Disclosure Schedules, the Acquired Companies have good and valid title to, or a valid leasehold interest in all of the property and assets (whether movable, immovable, real, personal or mixed and whether tangible or intangible) used by each of them in connection with the Business or reflected in the Books or Records as being owned by the Acquired Companies (excluding Inventory sold or otherwise disposed of since the Interim Financial Statements in the Ordinary Course), free and clear of all Liens other than Permitted Liens.
Title to Assets; Sufficiency and Condition of Assets. (a) Seller has sole legal and beneficial title to, and is the lawful owner of, or in the case of Purchased Assets disclosed to Purchaser as being leasehold or licensed interests, has a valid leasehold interest in or a valid right to use, each of the Purchased Assets free and clear of any Lien except for Permitted Liens, liens in favor of Silicon Valley Bank, and the lien imposed by that certain Lease by and between the Seller and Carilion Medical Center, dated December 30, 2005, as amended, and (b) Seller shall convey to Purchaser sole legal and beneficial title to such Purchased Assets at the Closing, free and clear of any Lien except for Permitted Liens. The parties understand and agree that this Section 4.4(a) shall not expand any of Seller’s representations related to Intellectual Property set forth in Section 4.6.
Title to Assets; Sufficiency and Condition of Assets. (a) Except as set forth on Schedule 7.11, Sellers have good and valid title to, or a valid and binding leasehold interest or license in, all of the Owned Assets and all of the Leased Assets or Licensed Assets, respectively, including the Owned Assets, the Leased Assets and the Licensed Assets, are free and clear of all Encumbrances other than Permitted Encumbrances. Other than the consents listed on Schedule 7.03(b), none of the Owned Assets, Leased Assets or Licensed Assets are subject to any restrictions with respect to the transferability thereof and Sellers have complete and nonrestricted power and right to sell, assign, convey and deliver the Owned Assets, the Leased Assets and the Licensed Assets to Buyers as contemplated hereby. At the applicable Closing, the applicable Buyer will receive good and valid title, or valid and binding leasehold interests, in all the applicable Owned Assets and Leased Assets, respectively, including the applicable Owned Assets, the Leased Assets and the Licensed Assets, will be free and clear of all Encumbrances other than Permitted Encumbrances.
Title to Assets; Sufficiency and Condition of Assets. (a) Except as set forth on Schedule 3.5, each Company Entity has (in the case of owned personal property) good and valid title to, or (in the case of leased personal property) a valid and enforceable leasehold interest in their respective material tangible assets owned by them, free and clear of all Liens, other than Permitted Liens, excluding inventory sold or disposed of in the Ordinary Course since the Balance Sheet Date.
