Title to Personal Property; Related Matters. Except as set forth on Schedule 2.7, the Prospect Medical Parties own, have a valid leasehold interest in, or a valid license to use, all of the material tangible personal properties, assets and equipment owned or used by any of the Prospect Medical Parties in connection with the ownership and operation of the Facilities (the "Personal Property").
Title to Personal Property; Related Matters. The Company and each of its Subsidiaries has good and marketable title to, or a valid and binding leasehold or license interest in all fixed assets (including all equipment and other items of tangible personal property) of the Company and each of its Subsidiaries, other than assets the original cost of which was less than $5,000 for such individual asset (the “Company Personal Property”). Schedule 4.7 sets forth a true, correct and complete list and general description of the Company Personal Property, which Schedule 4.7 attached hereto as of the date of this Agreement speaks as of July 31, 2009 and which Schedule 4.7 shall be updated as of the Closing Date to speak as of August 31, 2009. Except as set forth in Schedule 4.7, all of the Company Personal Property is free and clear of all Liens except Permitted Exceptions. All Company Personal Property and assets of the Company and each of its Subsidiaries are in good operating condition in all material respects and in a state of good maintenance and repair in all material respects, ordinary wear and tear excepted, are usable in the regular and ordinary course of business and conform in all material respects to all Applicable Laws, and neither the Company nor any of its Subsidiaries has any Knowledge of any material defects or problems with respect to any individual item of equipment, tangible property or assets. Except as set forth on Schedule 4.7, no Person other than the Company and its Subsidiaries owns any equipment or other tangible personal property or assets situated on the premises of the Company Real Properties or used in the Company’s or any of its Subsidiaries’ businesses, except for the leased items that are subject to the personal property leases listed on Schedule 4.13, except Permitted Exceptions. The Company and each of its Subsidiaries has all assets, properties, or contracts or rights necessary to conduct its business as presently conducted in all material respects. Since December 31, 2008, none of the Company or any of its Subsidiaries has sold, transferred or disposed of any tangible personal property or assets with a fair market value in excess of $3,000,000 in the aggregate, except inventory and mats included in deferred construction costs in the ordinary course of business.
Title to Personal Property; Related Matters. (a) Schedule 2.7(a) sets forth in reasonable detail a list, as of December 31, 2011 of all material tangible personal properties, assets and equipment owned or used by Xxxxxx Health and the EHI Subsidiaries (the “Personal Property”), in each case, having an initial cost basis per item in excess of $50,000.
(b) Except as set forth on Schedule 2.7(b)(i), Xxxxxx Health and the EHI Subsidiaries have good and marketable title to, a valid leasehold interest in, or a valid license to use, all of the Personal Property, free and clear of all Encumbrances except Permitted Encumbrances. The Personal Property, taken as a whole, is in good operating condition and repair, and is capable of being used for its intended purposes, ordinary wear and tear excepted, and, as of Closing, will be located (i) on the Real Property, (ii) at the Xxxxxx Health principal office, or (iii) at the locations identified on Schedule 2.7(b)(ii).
(c) Schedule 2.7(c) sets forth an accurate and complete list of all leases of Personal Property requiring annual payments by Xxxxxx Health or any of the EHI Subsidiaries in excess of $250,000, if any, used in the operation of the business of Xxxxxx Health and the EHI Subsidiaries (the “Personal Property Leases”). The Xxxxxx Health Parties have delivered to the MPT Parties complete, correct and current copies of all of the Personal Property Leases.
(d) Except as set forth on Schedule 2.7(d), since January 1, 2011, neither Xxxxxx Health nor any of the EHI Subsidiaries has sold, transferred, assigned or disposed of any of the Personal Property or Personal Property Leases other than (i) in the Ordinary Course of Business or (ii) in respect of obsolete or unsalable items.
Title to Personal Property; Related Matters. Seller owns or has a valid leasehold interest in all of the Personal Property, free and clear of all Encumbrances, except Permitted Encumbrances. The Personal Property (a) is in normal operating condition and capable of being used for their intended purposes, ordinary wear and tear excepted and (b) are usable in the ordinary course of business, except in each of cases (a) and (b) as would not reasonably be expected to result in a Material Adverse Effect.
Title to Personal Property; Related Matters. Except as set ------------------------------------------- forth on Schedule 4.7, the Company or a Company Subsidiary, as applicable, has ------------ good and marketable title to, or a valid and binding leasehold or license interest in, all of the Company's or such Company Subsidiary's tangible personal property and assets, free and clear of all Liens. All of the Company's and Company Subsidiary's equipment and other items of the Company's and Company Subsidiary's tangible personal property and assets are in reasonably good operating condition and in a state of reasonably good maintenance and repair, ordinary wear and tear excepted, are usable in the regular and ordinary course of business, and, to the Knowledge of the Company, are free of material defects or problems. Except for any tangible personal property or assets for which the Company or a Company Subsidiary has a valid and binding leasehold or license interest, no Person other than the Company or a Company Subsidiary owns any equipment or other material tangible personal property or assets situated on the Company's or any Company Subsidiary's premises that are necessary for operating the Business. Since June 30, 2005, neither the Company nor any Company Subsidiary has sold, transferred, or disposed of any assets or tangible personal property having a book value of more than $25,000, other than sales of inventory in the ordinary course of business. Schedule 4.7 sets forth a correct and complete list and reasonable description ------------- of each item of the Company's and Company Subsidiary's personal property having a book value of more than $50,000.
Title to Personal Property; Related Matters. Except for Priming Liens and Permitted Encumbrances, and except as set forth on Schedule 7.6, Prospect Medical, PHP Holdings, and their respective Designated Subsidiaries own, have a valid leasehold interest in, or a valid license to use, all of the material tangible personal properties, assets and equipment owned or used by any of Prospect Medical, PHP Holdings, or their respective Designated Subsidiaries and necessary in connection with the ownership and operation of the Facilities and the Managed Care Business, as applicable.
Title to Personal Property; Related Matters. The Company has good and marketable title to, or a valid and binding leasehold or license interest in, all of the tangible personal property and assets of the Company, free and clear of all Liens. All equipment and other items of tangible personal property and assets of the Company are in good operating condition and in a state of good maintenance and repair, ordinary wear and tear excepted, are usable in the regular and ordinary course of business and conform to all Laws applicable thereto, and, to the Knowledge of the Company and the Sellers, there are no material defects or problems with any of such equipment, tangible property or assets. No Person other than the Company owns any equipment or other tangible personal property or assets situated on the premises of the Company (other than leased property) that are necessary to the operation of the Business. Since March 31, 2001, the Company has not sold, transferred or disposed of any tangible personal property or assets, other than sales of inventory in the ordinary course of business. Schedule 4.7 sets forth a true, correct and complete list and general description of each item of personal property of the Company having a book value of more than $10,000.
Title to Personal Property; Related Matters. Except as set forth in Schedule 3.7, each of the Companies has or will have good and marketable title to, or a valid and binding leasehold or license interest in, all of the tangible personal property and assets primarily used in the operations of such Company, free and clear of all Liens. All such equipment and other items of tangible personal property and assets of each of the Companies are in good operating condition and in a state of good maintenance and repair, ordinary wear and tear excepted, are usable in the regular and ordinary course of business and conform to all applicable laws, ordinances, codes, rules and regulations applicable thereto, and, to the Knowledge of the Shareholders, there are no defects or problems with any of such equipment, tangible property or assets. No Person other than each of the Companies owns any equipment or other tangible personal property or assets situated on the premises of such Company or used to conduct the business of such Company, except for the leased items that are subject to the personal property
Title to Personal Property; Related Matters. Except as set forth in Schedule 2.7, the Company has good title to, or a valid and binding leasehold or license interest in, all of the tangible personal property and assets of the Company, free and clear of all Liens (other than (a) liens for taxes not yet due and payable and (b) statutory liens of landlords and liens of carriers, warehousemen, mechanics, materialmen and repairmen incurred in the ordinary course of business consistent with past practice and not yet delinquent). All equipment and other items of tangible personal property and assets of the Company are in good operating condition and in a state of good maintenance and repair, ordinary wear and tear excepted, are usable in the regular and ordinary course of business and conform to all applicable laws, ordinances, codes, rules and regulations applicable thereto, and the Seller Parties have no Knowledge of any material defects or problems with any of such equipment, tangible property or assets. No Person other than the Company owns any equipment or other tangible personal property or assets situated on the premises of the Company, except for the leased items that are subject to personal property leases. The assets, properties and rights of the Company constitute all of the assets, properties and rights used in, or necessary and sufficient to conduct, the operations of the Business in accordance with the Company’s past practices. Not in limitation of the foregoing, none of the Seller Parties, including, without limitation, TriSource Solutions, Inc. (now known as Project Quad Distribution, Inc.) (“Company Parent”), own any assets, properties or rights used in, or necessary to conduct, the operations of the Business in accordance with the Company’s past practices. Schedule 2.7 sets forth a true, correct and complete list and general description of each item of personal property of the Company having an original cost of more than $25,000.
Title to Personal Property; Related Matters. Except as set forth in Schedule 2.7(a), the Company has good title to, or a valid and binding leasehold or license interest in, all of the tangible personal property and assets of the Company, free and clear of all Liens except for Permitted Liens. Except as set forth on Schedule 2.7(a), all equipment and other items of tangible personal property owned, leased or licensed by the Company and used by Company in the Business (a) are in good operating condition (ordinary wear and tear excepted and other than items currently under repair), (b) are usable in the regular and ordinary course of business of the Company and (c) conform to all material laws, ordinances, codes, rules and regulations applicable thereto except where the failure to so conform would not have a material and adverse impact. To the Knowledge of the Seller Parties, no material defects exist with respect to any such equipment or tangible personal property. No Person other than the Company owns any equipment or other tangible personal property situated on the premises of the Company and used by the Company in the Business, except as listed on Schedule 2.7(a) or for leased items that are subject to personal property leases. The assets, properties and rights of the Company constitute all of the assets, properties and rights used in, or necessary and sufficient to conduct, the operations of the Business in accordance with the Company’s past practices. Not in limitation of the foregoing, none of the Seller Parties own any assets, properties or rights used in, or necessary to conduct, the operations of the Business in accordance with the Company’s past practices. Schedule 2.7(b) sets forth a true, correct and complete list and general description of each item of personal property of the Company having an original cost of more than $25,000.
