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.
(b) All tangible assets owned or leased by an Enhanced Entity 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.
(c) Except as set forth on Schedule 3.12(c), the Enhanced Entities exclusively own, free and clear of any and all Encumbrances, or otherwise have an exclusive, irrevocable and legally enforceable right, on a royalty-free basis, to perpetually use all performance records of the Enhanced Entities, the GP Entities and each Enhanced Advisory Client, including all data and other information underlying and supporting such records (collectively, “Performance Records”). This Section 3.12 does not relate to real property or interests in real property, such items being the subject of Section 3.13, or to Intellectual Property, such items being the subject of Section 3.14.
Title to, Sufficiency and Condition of Assets. (a) The Group Companies have good and valid title to or a valid leasehold 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 Balance Sheet in the ordinary course of business consistent with past practice. The assets owned or leased by the Group Companies constitute all of the material assets necessary for the Group Companies to carry on their respective businesses as currently conducted. None of the material assets owned or leased by the Group Companies is subject to any Encumbrance, other than (i) liens for Taxes not yet due and payable or being contested in good faith by appropriate proceedings and, in each case, for which adequate reserves have been established in accordance with GAAP, (ii) landlords’, mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ liens arising in the ordinary course of business of the Group Companies consistent with past practice, (iii) zoning restrictions, 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 Group Companies as currently conducted, (iv) liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, (v) mortgages and security interests securing Indebtedness which will be released at the Closing, and (vi) liens relating to the transferability of securities under applicable securities Laws (collectively, “Permitted Encumbrances”). The Group Companies exclusively own or otherwise have an exclusive, irrevocable and legally enforceable right, on a royalty-free basis, to perpetually use all performance records of the Clients or composites of performance records of multiple Clients, including all data and other information underlying and supporting such records.
(b) Other than the Directly Held Entities, except as set forth in Schedule 3.12(b) of the Disclosure Letter, as of the date hereof, none of the Sellers own (other than indirectly through a Group Company) any Person that is used or engaged in, or is currently contemplated to be used or engaged in, the business and operations of the Group Companies, or tha...
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 has 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 consistent with past practice. The assets owned or leased by the Company constitute all of the assets necessary for the Company to carry on its businesses as currently conducted. None of the assets owned or leased by the Company are subject to any Encumbrance, other than: (i) liens for Taxes not yet past due 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 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 or would result in any material liability to the Company (collectively, “Permitted Encumbrances”).
(b) All tangible assets owned or leased by the Company have been maintained in all material respects in accordance with generally accepted industry practice and are in all material respects in good operating condition and repair, ordinary wear and tear excepted.
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 Financial Statements or acquired in the ordinary course of business since December 31, 2012, except those sold or otherwise disposed of for fair value since December 31, 2012, 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 in all material respects. None of the assets used by the Company or its Subsidiaries to carry on their respective business as currently conducted are owned or leased by Seller. 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 that are not material, and (iv) Encumbrances set forth on Section 3.14(a) of the Seller Disclosure Schedules (collectively, “Permitted Encumbrances”).
(b) All tangible assets owned or leased by the Company or 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. 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. Except as set forth in Section 3.12(a) of the Disclosure Schedules, none of the assets owned or leased by the Company or any of its Subsidiaries is subject to any Encumbrance, other than Permitted Encumbrances.
(b) All tangible assets owned or leased by the Company or 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 Company Balance Sheet and Subsidiary Balance Sheet or acquired in the ordinary course of business since the date of the Company Balance Sheet, except those sold or otherwise disposed of for fair value since the date of the Company Balance Sheet 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, 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, “Company Permitted Encumbrances”).
(b) All tangible assets owned or leased by the Company or its Subsidiaries have been maintained in accordance with generally accepted industry practice, are in good operating condition and repair, ordinary wear and tear excepted, and are adequate for the uses to which they are being put. This Section 3.16 does not relate to real property or interests in real property, such items being the subject of Section 3.17, or to Intellectual Property, such items being the subject of Section 3.18.
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.
(b) Except as set forth on Southcross Disclosure Schedule 3.19(b), all tangible assets owned or leased by the Southcross Companies 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. 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) The Company has good and valid title to or a valid leasehold interest in all of its material tangible 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 since the date of the Balance Sheet in the ordinary course of business consistent with past practice. The tangible assets owned or leased by the Company constitute all of the tangible assets necessary for the Company to carry on its business as currently conducted and as currently proposed to be conducted. None of the tangible 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, (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, and (iv) Encumbrances listed on Schedule 3.13(b) of the Disclosure Schedule (collectively, “Permitted Encumbrances”).
(b) All tangible assets owned or leased by the Company 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. This Section 3.13 does not relate to real property or interests in real property, such items being the subject of Section 3.14, or to Intellectual Property, such items being the subject of Section 3.15.
