Title to, Sufficiency and Condition of Assets. (a) Except for matters as have had or would reasonably be expected to have a Company Material Adverse Effect, the Company and its Subsidiaries have good and valid title to or a valid leasehold interest in all of their assets, including all of the assets reflected on the financial statements of the Company or acquired in the ordinary course of business since March 31, 2013, except those sold or otherwise disposed of for fair value since March 31, 2013 in the ordinary course of business consistent with past practice. The assets owned or leased by the Company and its Subsidiaries constitute all of the assets necessary for the Company and its Subsidiaries to carry on their respective businesses as currently conducted other than the lack of any assets that has not had or would not reasonably be expected to have a Company Material Adverse Effect. None of the assets owned or leased by the Company or any of its Subsidiaries is subject to any Encumbrance, other than (i) liens for Taxes not yet past due or delinquent or the validity of which are being contested in good faith by appropriate proceedings and, in either case, for which adequate reserves have been established in accordance with GAAP, (ii) mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice relating to obligations as to which there is no default on the part of the Company or any of its Subsidiaries, (iii) Encumbrances set forth on Section 3.14(a) of the Company Disclosure Schedules, and (iv) Encumbrances that would not reasonably be expected to have a Company Material Adverse Effect (collectively, “Permitted Encumbrances”).
Title to, Sufficiency and Condition of Assets. (a) The Company and its Subsidiaries have good and valid title to or a valid leasehold interest in all of their assets, including their business (fonds de commerce) and all of the assets reflected on the Balance Sheets or acquired in the ordinary course of business since the date of the Balance Sheet, except those sold or otherwise disposed of for fair value since the respective dates of the Balance Sheets in the ordinary course of business consistent with past practice. The assets owned or leased by the Company and its Subsidiaries constitute all of the assets necessary for the Company and its Subsidiaries to carry on their respective businesses as currently conducted. None of the assets owned or leased by the Company or any of its Subsidiaries is subject to any Encumbrance, other than (i) liens for current Taxes and assessments not yet past due, (ii) mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice and (iii) any such matters of record, Encumbrances and other imperfections of title that do not, individually or in the aggregate, materially impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (collectively, “Permitted Encumbrances”).
Title to, Sufficiency and Condition of Assets. (a) The Enhanced Entities have good and valid title to or a valid leasehold or licensed interest in all of their material assets, including all of the assets reflected on the Balance Sheet or acquired in the ordinary course of business since the date of the Balance Sheet, except those sold or otherwise disposed of for fair value since the date of the applicable Balance Sheet in the ordinary course of business consistent with past practice. The assets owned or leased by an Enhanced Entities constitute in all material respects all of the assets necessary for the Enhanced Entities to carry on their respective businesses as currently conducted. None of the assets owned or leased by an Enhanced Entity is subject to any Encumbrance, other than Permitted Encumbrances.
Title to, Sufficiency and Condition of Assets. (a) The Company has good and valid title to or a valid leasehold interest in all of its assets, including all assets reflected on the Balance Sheet or acquired in the ordinary course of business since the date of the Balance Sheet, except those sold or otherwise disposed of for fair value since the date of the Balance Sheet in the ordinary course of business consistent with past practice. The assets owned or leased by, or licensed to, the Company constitute all of the assets necessary for the Company to carry on its business as currently conducted. Except as set forth on Section 3.20 of the Disclosure Letter, none of the assets owned or leased by the Company is subject to any Encumbrance, other than (i) liens for current taxes and assessments not yet past due, (ii) mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ liens arising in the ordinary course of business of the Company consistent with past practice and (iii) any such matters of record, Encumbrances and other imperfections of title that do not, individually or in the aggregate, materially impair the continued ownership, use and operation of the assets to which they relate in the business of the Company as currently conducted (collectively, “Permitted Encumbrances”).
Title to, Sufficiency and Condition of Assets. The Company and its Subsidiaries have good and valid title to or a valid leasehold interest in all of their assets used exclusively in the Network Business, including all of the assets reflected on the Balance Sheet or acquired in the ordinary course of business since the Balance Sheet Date, except (a) those sold or otherwise disposed of for fair value since the Balance Sheet Date in the ordinary course of business consistent with past practice, and (b) those identified in Section 4.17 of the Disclosure Schedule (collectively, the “Assets”). Immediately following the Closing, the Company and its Subsidiaries will possess all assets, properties and rights currently used in the conduct or operation of the Network Business and to fulfill all of Buyer’s obligations under the Syndication Advertising Operation Term Sheet, taking into account the rights afforded Buyer pursuant to the license agreements contemplated hereunder, the Licensed Assets Agreement and the Transition Services Agreement. None of the Assets owned or leased by the Company or any of its Subsidiaries is subject to any Encumbrance, other than Permitted Encumbrances. All tangible Assets owned or leased by the Company or any of its Subsidiaries have been maintained in all material respects in accordance with generally accepted industry practice, are in all material respects in good operating condition and repair, ordinary wear and tear excepted, and are adequate for the uses to which they are being put.
Title to, Sufficiency and Condition of Assets. (a) The Company and its Subsidiaries have good and valid title to or a valid leasehold interest in all of their assets, including all of the assets reflected on the Balance Sheet or acquired in the ordinary course of business since the date of the Balance Sheet, except those sold or otherwise disposed of for fair value since the date of the Balance Sheet in the ordinary course of business consistent with past practice and as would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole. The assets owned or leased by the Company and its Subsidiaries constitute all of the assets necessary for the Company and its Subsidiaries to carry on their respective businesses as currently conducted. None of the assets owned or leased by the Company or any of its Subsidiaries is subject to any Encumbrance, other than (i) liens for Taxes not yet due and payable and for which adequate reserves have been established in accordance with GAAP, (ii) mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice and (iii) any such matters of record, Encumbrances and other imperfections of title that do not, individually or in the aggregate, materially impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (collectively, “Permitted Encumbrances”).
Title to, Sufficiency and Condition of Assets. (a) The Southcross Companies have good and valid title to or a valid leasehold interest in all of their assets, including all of the assets reflected on the Balance Sheet or acquired in the Ordinary Course of Business since the Balance Sheet Date, except those sold or otherwise disposed of for fair value since the Balance Sheet Date in the Ordinary Course of Business. The assets owned or leased by the Southcross Companies constitute all of the assets necessary for the Southcross Companies to carry on their respective Businesses in all material respects as currently conducted. Except as set forth on Southcross Disclosure Schedule 3.19(a), none of the assets owned or leased by the Southcross Companies is subject to any Lien, other than the Permitted Liens.
Title to, Sufficiency and Condition of Assets. The Company or one of its Subsidiaries has good and valid title to or a valid leasehold interest in all of its material tangible assets, including all of the material tangible assets reflected on the Last Balance Sheet or acquired in the Ordinary Course of Business since the date of the Last Balance Sheet, except those sold or otherwise disposed of for fair value since the date of the Last Balance Sheet in the Ordinary Course of Business. The tangible assets owned or leased by the Company and the Company Subsidiaries constitute all of the tangible assets necessary for the Company and the Company Subsidiaries to carry on their respective businesses as currently conducted in all material respects. None of the assets owned or leased by the Company or any of its Subsidiaries is subject to any Encumbrance, other than Permitted Encumbrances.
Title to, Sufficiency and Condition of Assets. (a) Seller and its Subsidiaries, in the aggregate, have good title to, or valid leasehold or license interests in, all of the Purchased Assets material to the operation of the Business as currently conducted, free and clear of all Liens except for Permitted Liens. Each Purchased Subsidiary has good title to, or valid leasehold or license interests in, all assets and properties of such Purchased Subsidiary material to the operation of the Business as currently conducted, in each case free and clear of all Liens except for Permitted Liens.
Title to, Sufficiency and Condition of Assets. Except as set forth on Section 3.8 of the Xxxxxx’x Disclosure Letter, the Xxxxxx’x Companies have good and marketable title to, or a valid leasehold interest in, all material property or assets used by any of them, located on any of their premises, purported to be owned by any of them, or shown on the Xxxxxx’x Interim Balance Sheet or acquired by any Xxxxxx’x Company after the Interim Balance Sheet Date (the “Xxxxxx’x Material Assets”), free and clear of any Encumbrances except Permitted Encumbrances, except for properties and assets disposed of in the ordinary course of business consistent with past practices since the Interim Balance Sheet Date. The Xxxxxx’x Material Assets include all tangible and intangible property and assets necessary for the continued conduct of the Xxxxxx’x Companies’ businesses after the Closing in the same manner as conducted prior to the Closing. The buildings, plants, structures, Tangible Personal Property and other tangible assets that are owned or leased by any Xxxxxx’x Company are structurally sound, free from material defects, in good operating condition and repair and adequate for the uses to which they are being put. Except as set forth on Section 3.8 of the Xxxxxx’x Disclosure Letter, none of such buildings, plants, structures, Tangible Personal Property or other tangible assets is in need of maintenance or repairs, except for ordinary, routine maintenance and repairs that are not material in nature or cost to such building, plant, structure, Tangible Personal Property or other tangible asset.
