Personal Property; Sufficiency of Assets. Schedule 2.9(b) sets forth a complete and correct description of all tangible personal property owned by the Company or a Company Subsidiary, or used by the Company or a Company Subsidiary and having book value reflected in the Company Financial Statements. The Company or a Company Subsidiary, as applicable, has good, valid and insurable title to, or a valid leasehold interest in, all tangible and intangible assets used, intended or required for use by the Company or a Company Subsidiary, as applicable, in the conduct of their businesses, free and clear of any Encumbrances, except for Permitted Encumbrances, and all such tangible personal property is in good working condition and repair, normal wear and tear excepted.
Personal Property; Sufficiency of Assets. (a) Other than with respect to Intellectual Property, which is addressed in Section 3.25, the Acquired Companies own and have good and marketable title to, or, in the case of leased assets, a valid and marketable leasehold interest in, or, in the case of licensed assets, a valid license to, any and all material equipment, facilities and other tangible and intangible assets and rights used by or held for use by or in connection with the Business as currently conducted (the “Acquired Assets”), free and clear of any Liens, other than Permitted Liens.
Personal Property; Sufficiency of Assets. (a) Each Group 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 used by such Group Company (the “Personal Property”), free and clear of all Encumbrances other than Permitted Encumbrances. The Personal Property, together with all other properties and assets of the Group Companies, are sufficient for the continued conduct of the Group Companies’ business after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the Group Companies’ business in such manner.
Personal Property; Sufficiency of Assets. (a) 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 used by the Company (the “Personal Property”), free and clear of all Encumbrances other than Permitted Encumbrances. The Personal Property, together with all other properties and assets of the Company, are sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the Business in such manner.
Personal Property; Sufficiency of Assets. (c) The Seller and the Asset Selling Affiliates, as applicable, have good and marketable title to, or in the case of leased assets, valid leasehold interests in, or otherwise has the right to use pursuant to a valid lease, license or similar contractual arrangement, all of the tangible personal property included in the Purchased Assets, and the Acquired Companies, as applicable, have full, good and marketable title to, or in the case of leased assets, valid leasehold interests in, all of their tangible personal property, in each case, free and clear of all Encumbrances except as set forth in Section 3.7(a) of the Seller Disclosure Schedule. (d) Together with the rights of the Purchaser and its Affiliates under the Ancillary Agreements entered into pursuant to this Agreement, the Purchased Assets and the assets, rights and interests held by the Acquired Companies constitute sufficient assets, rights and interests necessary for, or reasonably required to be held for use in, the conduct of the applicable Portion of the Business as currently conducted. As of the Phase I Closing Date, the Acquired Companies will not hold any material assets, rights or interests, or any material Liabilities, that are not related to, used or held for use in the Phase I Business. (e) Except as otherwise listed on Section 3.7(c) of the Seller Disclosure Schedule, the plants, buildings, structures, material equipment and other material tangible personal property included in the Acquired Companies and the Purchased Assets are in good repair, working order and operating condition, 34 subject only to ordinary wear and tear and continuing maintenance requirements, and are adequate and suitable for the purposes for which they are presently being used or held for use. Section 3.8
Personal Property; Sufficiency of Assets. (a) Each Seller (with respect to the Purchased Assets), Purchased Entity and Subsidiary of a Purchased Entity owns and has good title to, holds pursuant to valid and enforceable leases or otherwise has the legal right to use, all material Tangible Personal Property related to the Business and reflected on the Balance Sheet (except for such personal property sold or disposed of subsequent to the date thereof in the ordinary course of business or in accordance with Section 5.2 hereof), free and clear of all Encumbrances other than Permitted Encumbrances.
Personal Property; Sufficiency of Assets. The Company has good title to or other right to use, free of Encumbrances, except Permitted Encumbrances, all of its tangible personal property set forth on Section 3.18 of the Disclosure Schedule. All such personal property is in ordinary operating condition and repair as required for use in the Business. Except as set forth on Section 3.18 of the Disclosure Schedule, the assets, properties and rights of the Company reflected on the Balance Sheet comprise all assets, properties and rights necessary and sufficient for the conduct of the Business, including, without limitation, the minimum satisfactory amount of equipment, machinery, and other fixed assets which are reasonably necessary to operate and maintain in good working condition the playing fields and other facilities infrastructure used in operating the Business consistent with past practice.
Personal Property; Sufficiency of Assets. (a) Except as may be reflected in the Financial Statements, the Company and its Subsidiaries have good and valid title, free and clear of Liens (except for Permitted Exceptions other than Permitted Exceptions of the type described in clause (xi)(B) of the definition of Permitted Exceptions), to all the tangible personal property of the Company and its Subsidiaries, except to the extent the failure to so have good and valid title, free and clear of such Liens with respect thereto would not reasonably be expected to result in the Company and its Subsidiaries, taken as a whole, not being permitted to continue to conduct its business as conducted on the date hereof in all material respects.
Personal Property; Sufficiency of Assets. (a) Except as set forth on Schedule 4.11(a), the Acquired Group has good and marketable title to, a valid leasehold interest in, or a valid license to use, all assets of the Acquired Group (i) reflected on the Latest Balance Sheet as owned or used by the Acquired Group, and (ii) acquired after the date of the Latest Balance Sheet Date which, together, are all of the assets owned or used by the Acquired Group, free and clear of any Liens, other than Permitted Liens.
Personal Property; Sufficiency of Assets. (c) The Seller and the Asset Selling Affiliates, as applicable, have good and marketable title to, or in the case of leased assets, valid leasehold interests in, or otherwise has the right to use pursuant to a valid lease, license or similar contractual arrangement, all of the tangible personal property included in the Purchased Assets, and the Acquired Companies, as applicable, have full, good and marketable title to, or in the case of leased assets, valid leasehold interests in, all of their tangible personal property, in each case, free and clear of all Encumbrances except as set forth in Section 3.7(a) of the Seller Disclosure Schedule.
