ASSETS; ENCUMBRANCES. (a) The Companies and the Subsidiaries have good title to, or in the case of leased or licensed property and assets have valid leasehold interests or licenses in, or otherwise legally possess, hold, or have a legal right to use, all property and assets (whether real, personal, tangible or intangible) reflected on the 1999 US GAAP Group Financial Statements and all property and assets acquired after December 31, 1999 or otherwise in use by the Companies and Subsidiaries, except, in each case, for (i) properties and assets disposed of since December 31, 1999 in the ordinary course of business consistent with past practices and (ii) any assets (other than those owned by VEBA Electronics LLC and sold to Arrow pursuant to Section 1.1 (b) of this Agreement) which are owned by any member of the E.ON Group. Each Division owns, leases, licences or otherwise legally possesses, holds or has a legal right to use, all fixed or current assets necessary for the conduct of its business as carried on at the date hereof, save to the extent that any other Division owns, leases, licences or otherwise legally possesses, holds or has a legal right to use, any such assets and provided that this representation shall not extend to the adequacy of the level of the current assets or working capital.
ASSETS; ENCUMBRANCES. (a) The Companies are the legal or beneficial owners, or, in the case of leased or licensed property and assets, have valid leasehold interests or licenses in, all properties and material assets (whether real, personal, tangible or intangible) (Anlage- und Umlaufvermögen) reflected in the Reference Date Financial Statements or June 30, 2004 Financial Statements, except for properties and assets disposed of since the respective balance sheet date in the ordinary course of business or in accordance with Section 7.1.
ASSETS; ENCUMBRANCES. The Acquired Companies have good title to all assets, rights, interests and other properties, real, personal and mixed, tangible and intangible, owned by it (collectively, the "Assets") and all Assets owned by the Acquired Businesses as of October 31, 2002 are reflected on the Balance Sheet. SCHEDULE 2.9 ("Assets; Encumbrances") contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by the Companies. The Assets include all properties and assets (real, personal and mixed, tangible and intangible) owned by the Companies. Except as provided in SCHEDULE 2.9, all Assets are free and clear of all Encumbrances other than Permitted Encumbrances (as hereinafter defined), except liens for current taxes not yet due.
ASSETS; ENCUMBRANCES. Chantal does not own any real property. Chantal has good and valid title to all of its assets. Chantal's assets comprise all of the business, properties, assets (however, employees, to the extent that they could be considered assets, are not included as assets in this Section) and goodwill employed by Chantal and its affiliates in connection with its business. All assets are owned by Chantal free and clear of all title defects or objections, liens, claims, charges, rights of others, security interests or other encumbrances of any nature whatsoever, including without limitation, any leases, escrows, options, security or other deposits, rights of redemption, chattel mortgages, conditional sales contracts, liens, collateral security arrangements and other title or interest retention arrangements, except for liens for current taxes not yet due.
ASSETS; ENCUMBRANCES. Syscan has good and valid title to all of its assets. Syscan's assets comprise all of the business, properties, assets (however, employees, to the extent that they could be considered assets, are not included as assets in this Section) and goodwill employed by Syscan and its affiliates in connection with its business. All assets (excluding assets that are described in this Section 3.14 as leased assets or assets owned by third parties) are owned by Syscan free and clear of all title defects or objections, liens, claims, charges, rights of others, security interests or other encumbrances of any nature whatsoever, including without limitation, any leases, escrows, options, security or other deposits, rights of redemption, chattel mortgages, conditional sales contracts, liens, collateral security arrangements and other title or interest retention arrangements, except for liens for current taxes not yet due.
ASSETS; ENCUMBRANCES. The Company and Company Subsidiaries own all the assets and properties reflected as owned by the Company and the Company Subsidiaries on the Interim Balance Sheet as of October 31, 1998, (and any subsequent balance sheet delivered pursuant to Section 6.12) and hold valid and subsisting leasehold interests or licenses in all properties or assets of which either the Company or a Company Subsidiary is lessee or licensee, as the case may be. All material tangible assets are in good operating condition, ordinary wear and tear excepted. Except as disclosed on Company Disclosure Schedule 3.11, all material assets and properties directly or indirectly owned or leased by the Company and the Company Subsidiaries are free and clear of material encumbrances other than (a) liens for current taxes not yet due, (b) minor imperfections of title, if any, none of which materially impairs the present use of the property subject thereto or impairs the current operations of the Company or the Company Subsidiaries, (c) zoning laws and other use restrictions that do not materially impair the current use of the property subject thereto and (d) mechanic's, courier's, worker's, repairer's, materialman's, warehouseman's and other similar liens arising or incurred in the ordinary course of business, none of which would, individually or in the aggregate, materially adversely affect the value of, or materially adversely interfere with the use of, the property subject thereto. Neither the Company nor any Company Subsidiary owns any real property other than fixtures, leasehold improvements and property owned pursuant to the Joint Operating Agreement.
ASSETS; ENCUMBRANCES. 6 2.10 Condition and Sufficiency of Assets...............................7 2.11
ASSETS; ENCUMBRANCES. (a) The Companies have good title to, or in the case of leased or licensed property and assets have valid and unrestricted leasehold interests or licenses in, all property and assets (whether real, personal, tangible or intangible) reflected in the 2001 Financial Statements and in the Closing Date Financial Statements, except for assets disposed of since December 31, 2001 in the ordinary course of business consistent with past practices, in which case they have been replaced or replenished to the extent required by sound business principles and except as set forth in Section 5.5 (a) of the Disclosure Letter.
ASSETS; ENCUMBRANCES. The Acquired Companies have good and marketable title to all assets, rights, interests and other properties, real, personal and mixed, tangible and intangible, owned by it (collectively, the "Assets") and all Assets are reflected in the Balance Sheet. SCHEDULE 2.9 ("Assets; Encumbrances") contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by the Companies. The Assets include all properties and assets (real, personal and mixed, tangible and intangible) owned by the Companies. Except as provided in SCHEDULE 2.9, all Assets are free and clear of all Encumbrances other than Permitted Encumbrances (as hereinafter defined), except liens for current taxes not yet due.
ASSETS; ENCUMBRANCES. Except as set forth on SCHEDULE 2.16(A), Virilitec has good and valid title to all of its assets. Virilitec's assets comprise all of the business, properties, assets (however, employees, to the extent that they could be considered assets, are not included as assets in this Section) and goodwill employed by Virilitec and its affiliates in connection with its business. Except as set forth on Schedule 2.16(B), all assets are owned by Virilitec free and clear of all title defects or objections, liens, claims, charges, rights of others, security interests or other encumbrances of any nature whatsoever, including without limitation, any leases, escrows, options, security or other deposits, rights of redemption, chattel mortgages, conditional sales contracts, liens, collateral security arrangements and other title or interest retention arrangements, except for liens for current taxes not yet due.
