Status of Assets. Except as Disclosed in the Company SEC Filings, each Group Member owns or has the right to use all Assets currently used by it in the conduct of its business as currently conducted. All material Assets of each Group Member have been properly maintained and are in good working condition, and are in all respects in a condition that is adequate for their intended uses, subject to continued repair and replacement in accordance with past practice. The Company has sufficient assets and resources to support its normal business operations as currently contemplated as at Completion, except as otherwise caused by economic turmoil and / or force majeure events or other significant change in normal business operations beyond the control of the Company.
Status of Assets. The Assets sold hereunder constitute all of the assets of the Business and include all property, rights, and intangibles necessary for UCI of SC and/or Doctor's Care to operate after Closing a business similar to the Business as presently conducted. All material inventory systems, machinery, equipment, and other tangible property which are portions of the Assets are generally sound, in good repair, may be safely operated within all applicable standards or regulations in their present conditions, and are in merchantable condition. All material contracts, commitments, and similar rights which are portions of the Assets are valid, binding, enforceable, and without known default in violation of law. The information related to accounts receivable provided to UCI of SC is materially accurate and reflect valid, binding, and enforceable rights of the Business which shall be lawfully transferred to UCI of SC hereunder.
Status of Assets. Except as Disclosed, the Company and each Subsidiary owns or has the right to use the tangible Assets required for the conduct of its business as presently conducted. The Company has made available to the Purchasers true and complete copies of the leases relating to all material Assets. Except as Disclosed, the Company and each relevant Subsidiary is in material compliance with all such leases. Except as Disclosed, all leases of real property have been registered with the relevant Governmental Authority in accordance with Requirements of Law. The material Assets of the Company and each Subsidiary are in working condition for the purpose for which they are being used, ordinary course wear and tear excepted.
Status of Assets. None of the assets or properties held by members of the Seller Group is subject to any lien arising in connection with any failure or alleged failure to pay any Tax.
Status of Assets. Except for the first opportunity in the Leases with Joe's, no person or entity has a pre-emptive right or option to acquire the Assets, and no portion of the Assets has been assigned.
Status of Assets. (a) The instruments of transfer required hereby to be executed and delivered by Seller to Purchaser will, when so executed and delivered, effectively vest in Purchaser good and marketable title to the Purchased Assets and all rights of Seller to enforce the agreements to which Purchaser is attaining title hereunder.
Status of Assets. Each Group Member owns or has the right to use all Assets required for the conduct of its business as currently conducted and contemplated to be conducted. The Assets of each Group Member have been properly maintained and are in good working condition.
Status of Assets. The Assets sold hereunder constitute all of the assets of the Business (except the Excluded Assets) and include all property, rights, and intangibles necessary for Buyer to operate after Closing a business substantially similar to the Business as heretofore conducted. The operation of the Business is not dependent on services, rights, or assets which are shared with or provided by affiliates of the Seller Parties. All buildings, improvements (including tank fields), systems, machinery, equipment, vehicles and other tangible property which are portions of the Assets are accurately described in the Schedules attached hereto, and are generally sound, in good repair, may be safely operated within all applicable standards or regulations in their present conditions, and are in merchantable condition, except as set forth on Schedule 6.14. Seller Parties have not received any uncured citation, variance, or other notice to the effect that their facilities do not comply with applicable OSHA, ADA, or other governmental laws or regulations. To the best of Seller Parties’ knowledge, there are no material capital expenditures which Seller Parties now anticipate would be required to be made in connection with the Business as now conducted, or the Assets as presently used in the Business, in order to comply with any existing laws, regulations or other governmental requirements applicable to the Business as it is presently conducted, including ADA and requirements relating to occupational health and safety and protection of the environment.
Status of Assets. Except as described on Schedule 3(m) or in the ------------------ SEC Documents filed prior to or for the quarter ended September 30, 2004, the Company has good and marketable title to each of the assets that is material to its business, free and clear of all liens, claims, restrictions and other encumbrances.
Status of Assets. (a) Except as set forth on Schedule 2.4, hereto, Seller has and is conveying to Purchaser under this Agreement, good and marketable title to, each of the Purchased Assets, free and clear of all liens, security interests, pledges, mortgages, charges, adverse claims, preferential arrangements or rights, and encumbrances (each a “Lien”). Seller owns and has all right, power and authority to sell, convey, assign, transfer and deliver the Purchased Assets to Purchaser in accordance with the terms of this Agreement. All of the Purchased Assets are adequate and fit to be used for the purposes for which they are currently used.
