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.
(b) The Assets (together with the Excluded Assets) constitute all the assets used in or necessary to operate, and are adequate for the purposes of operating, the Healthcare Businesses in the manner in which they have been operated before the Effective Time. There are no facts or conditions affecting the Assets that could, individually or in the aggregate, interfere in any material respect with the use, occupancy or operation of the Assets as currently used, occupied or operated, or their adequacy for such use. Following the consummation of the Transactions, no Seller or any of its Affiliates will retain any asset necessary to operate the Healthcare Businesses in the manner in which it has been operated before the Effective Time. The Assets will enable Buyer to operate the Healthcare Businesses after the Effective Time in substantially the same manner as operated by Sellers before the Effective Time. All tangible Asset...
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. At Closing and to Sellers’ Knowledge, Sellers will have (and shall convey to the Purchaser at the time of the transfer of the Purchased Assets to the Purchaser) good and marketable title in and to each of the material Purchased Assets (other than the Assumed Real Property Leases and Assumed Personal Property Leases) free and clear of all Encumbrances except Permitted Encumbrances and except as set forth in Section 4.11 of the Seller Disclosure Schedule. At Closing and to Sellers’ Knowledge, each International Subsidiary will have good and marketable title in and to each of its material assets (other than leases) free and clear of all material Encumbrances except Permitted Encumbrances. At Closing and to Sellers’ Knowledge, Sellers will have (and shall convey to the Purchaser at the time of the transfer of the Purchased Assets to the Purchaser) valid leasehold interests in the material Assumed Personal Property Leases and the Assumed Real Property Leases, free and clear of all Encumbrances except Permitted Encumbrances and except as set forth in Section 4.11 of the Seller Disclosure Schedule. At Closing and to Sellers’ Knowledge, each International Subsidiary will have valid leasehold interests in its material leased personal and real property, free and clear of all material Encumbrances except Permitted Encumbrances. The Purchased Assets (together with the assets of the International Subsidiaries that will continue to be owned by them after giving effect to the Closing) constitute substantially all of the properties, assets and rights used by Sellers or necessary for the Purchaser to conduct and operate the Business as currently conducted and operated by Sellers.
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, or otherwise have the right to use pursuant to a valid and enforceable Contract, all assets, real, personal or mixed, whether tangible or intangible (including all Intellectual Property and Information Technology Systems), used or held for use in, or otherwise relating to, the Business or located at the Facilities, all of which shall be a part of the Purchased Assets, except for the Excluded Assets. Except for the Alliance Health Lease, Alliance Health does not own or hold title to, or have any leasehold interest in, or otherwise have the right to use pursuant to a valid and enforceable Contract, any assets, real, personal or mixed, whether tangible or intangible, (i) used or held for use in, or otherwise relating to, the Business, or (ii) located at the Facilities. Except as set forth on Schedule 4.4(a), such assets are free and clear of all Encumbrances (other than Permitted Encumbrances). 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 (A) items leased by or licensed to a Seller or improvements to items leased by or licensed to a Seller pursuant to a Contract (1) identified on Schedule 4.17(a), (2) with respect to Intellectual Property or Information Technology Systems, entered into in the ordinary course of business in which the license to such Intellectual Property or Information Technology Systems is both non-exclusive and incidental to the purpose of the Contract taken as a whole, and (3) for licenses of widely available commercial off-the-shelf software with total annual license, maintenance, support and other fees not in excess of $50,000 in the aggregate per vendor, (B) furniture and equipment owned or leased by Physicians leasing space in the Real Property pursuant to a lease agreement identified on Schedule 4.17(a), and (C) 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, ...
Title to Assets; Sufficiency and Condition of Assets. Company has good and valid title to, or a valid leasehold interest in, the properties and all of its Assets, including without limitation those which are either shown either on the “Most Recent Financial Statements” (as defined below) or are listed on the Disclosure Schedule, free and clear of all Liens. The Assets owned and leased by the Company constitute all the assets used in connection with the Business. Such Assets constitute all the assets necessary for the Company to continue to conduct its Business following the Closing as it is being conducted. All inventory Assets are merchantable and fit for the purpose for which they were procured. All equipment and all other tangible personal property Assets (other than inventory) are free from material defects (latent or patent) and are in good operating condition and repair.
Title to Assets; Sufficiency and Condition of Assets. (a) The Company has good and marketable title to, or in the case of leased assets, valid leasehold interests in, all of the tangible assets owned by it and reflected in the Financial Information (the “Assets”), free and clear of any Encumbrances (other than Permitted Encumbrances) except for inventory sold in the ordinary course of business since the date of the Financial Information. The Assets are sufficient for carrying on the Business in its ordinary course.
(b) The Assets are located at the Leased Real Property and are in the possession or control of the Company and no other Person has a right to possession or claims possession of all or any part of the Assets, except for the rights of lessors of leased equipment under their respective Contracts. Section 3.16(b) of the Disclosure Schedule sets forth a list of all of the tangible personal property included in the Assets with a current depreciated book value of greater than $10,000. Each such item of tangible personal property included in the Assets is in good operating condition and repair, ordinary wear and tear excepted, and is not in need of maintenance or repairs except for maintenance or repairs which are routine, ordinary and are not material in costs or nature. The Assets constitute all of the tangible and intangible assets that are required to conduct the Business in a manner, and at levels of activity and productivity, consistent with the manner and levels at which such Business is currently conducted by the Company.
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.
(b) Except as would not reasonably be expected to result in a material uninsured (or insured solely through self-insurance) cost or other Liability to any Company Entity, the Company Entities’ material tangible assets or properties (including any material buildings, structures, fixtures, building systems, equipment and improvements included in or located at the Real Property) are in good operating condition (normal wear and tear excepted), are not in need of material maintenance or repairs, and are fit, in all material respects, for use in the Ordinary Course. Other than in the Ordinary Course, no material personal property of any Company Entity is in the possession of others. The assets, properties and rights owned, leased or licensed by the Company Entities are all of the assets, properties and rights required for the operation of the Business in the Ordinary Course, in all material respects.
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. Sellers own and hold, or will own and hold at Closing, good and marketable title to, have valid and subsisting leasehold interests in, or otherwise have the right to use, pursuant to a license or similar contractual arrangement, all of the Purchased Assets, free and clear of all Encumbrances other than (i) as set forth on Schedule 4.3(a), (ii) the Permitted Encumbrances and (iii) Encumbrances to be released on or prior to Closing. At the Closing, Sellers will convey to Buyer, and Buyer will acquire, good and marketable title to, or valid and subsisting leasehold interests in or rights to use, the Purchased Assets, free and clear of all Encumbrances, other than as set forth on Schedule 4.3(a) and the Permitted Encumbrances.
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.
(b) Except for the Excluded Assets or as otherwise indicated on Schedule 4.4(b), the Purchased Assets include all assets, rights and licenses necessary to enable Purchaser to continue to conduct the Business after Closing as it is currently conducted. Except for the Excluded Assets or as otherwise indicated on Schedule 4.4(b), all of the tangible assets used or held for use in the Business are located at the SCC Real Property. All of the tangible assets located at the SCC Real Property are being transferred to Purchaser as part of the Purchased Assets, except for Excluded Assets or as otherwise indicated on Schedule 4.4(b).
(c) The tangible property included in the Purchased Assets that is currently used or necessary for use in the Business (including such existing property that may be necessary for the performance of work under Government Contract Bids) is free from defects, has been maintained in accordance with normal industry practice, is in good operating condition (subject to normal wear and tear), and is suitable for the purposes for which it is presently used or held for use.
(d) All Accounts Receivable included in the Purchased Assets (i) arose from valid, bona fide sales of goods or deliveries of services in the ordinary course of business, (ii) are identified on Schedule 2.1(d), and (iii) except as set forth on Schedule 2.1(d), to Seller’s Knowledge and subject to requirements of Governmental Authorities, constitute collectable and valid claims in the full amount thereof against the underlying obligors and are not subject to any valid defenses or offset.
(e) Except as set forth on Schedule 4.4(e), from January 1, 2012 to the Closi...
