Title to Property; Encumbrances; Sufficiency of Assets Sample Clauses

Title to Property; Encumbrances; Sufficiency of Assets. The Company has good and valid title to all of the tangible property and assets owned by it and reflected on the Latest Balance Sheet included in the Financial Statements as of the Balance Sheet Date or acquired after the Balance Sheet Date (except property and assets sold or otherwise disposed of since the Balance Sheet Date in the ordinary course of business consistent with past practice), or, with respect to leased properties and assets, a valid leasehold interest in such property and assets, in each case, free and clear of all Liens, except (a) Permitted Liens, (b) such imperfections of title and non-monetary Liens as do not and will not materially detract from or interfere with the use of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties, (c) the rights of landlords or lessors under such leasehold interests and (d) as set forth in Schedule 3.08(d) of the Disclosure Schedule. The properties and assets of the Company are, as of the date hereof, and as of the Closing Date will be, adequate for the Company or the Surviving Corporation, as applicable, to conduct its business as currently conducted and as currently proposed to be conducted by the Company.