Assets of Company. The Company has good, marketable, and indefeasible title to all its assets. The Company's tangible personal property is in good working order and condition, ordinary wear and tear excepted, and is suitable for use in the business of the Company.
Assets of Company. Upon the consummation of the Closing, the assets and properties owned and validly licensed by the Company and its Subsidiaries will comprise all the assets and properties that are used by the Company in the operation of its business.
Assets of Company. The sole assets of the Company are the Collateral Accounts and 100% of the beneficial interest (each, a “Beneficial Interest”) in each trust (each, a “Trust”) established pursuant to each Trust Agreement dated as of 25 May 2007 between Metropolitan Life Insurance Company ("MetLife") and Xxxxx Fargo Delaware Trust Company, not in its individual capacity, but solely as Owner Trustee (“Owner Trustee”) relating to the applicable Aircraft (defined below), each as transferred to the Company pursuant to the applicable Assignment and Assumption Agreement, each dated 31 December 2018 (each as amended from time to time and as fully and accurately described in Schedule E with respect to the applicable Aircraft, a “Trust Agreement” and together, the "Trust Agreements"). Seller has heretofore delivered to Purchaser a complete copy of each Trust Agreement, as currently in effect and each such Trust Agreement constitutes the entire agreement between the Seller and the Owner Trustee with respect to the applicable Beneficial Interest immediately prior to the Closing Date and there have been no other amendments, modifications or assignments entered into with respect to such Trust Agreement that will continue after the Closing Date that have not been disclosed. The Company owns full legal and beneficial title to each Beneficial Interest free and clear of all Liens other than Liens created pursuant to the Existing BISA and each Trust owns good and marketable legal title to the applicable Aircraft, respectively, free and clear of all Liens other than (i) Permitted Liens (excluding Lessor Liens) under (and as defined in) each applicable Lease and (ii) the Existing Security Agreement.
Assets of Company. WLF has acquired, or prior to the Closing ------------------ Date will have acquired, all of the tangible and intangible property and assets necessary to conduct its business as now conducted and as proposed to be conducted (the "WLF Assets"). WLF owns all of its property and assets free and clear of all mortgages, liens, loans, and encumbrances, except such encumbrances and liens which arise in the ordinary course of business and do not materially impair WLF's ownership or use of such property or assets. With respect to the property and assets it leases, WLF is in compliance with such leases and, to the best of its knowledge, holds a valid leasehold interest free of any liens, claims, or encumbrances.
Assets of Company. Except as set forth on SCHEDULE 2.1.18, ------------------- Automax has acquired, or prior to the Closing Date will have acquired, all of the tangible and intangible property and assets necessary to conduct its business as now conducted and as proposed to be conducted (the "Automax Assets"). Except as set forth on SCHEDULE 2.1.18, Automax owns all of its property and assets free and clear of all mortgages, liens, loans, and encumbrances, except such encumbrances and liens which arise in the ordinary course of business and do not materially impair Automax's ownership or use of such property or assets. With respect to the property and assets it leases, Automax is in compliance with such leases and, to the best of its knowledge, holds a valid leasehold interest free of any liens, claims, or encumbrances.
Assets of Company. Xelex has acquired, or prior to the ------------------- Closing Date will have acquired, all of the tangible and intangible property and assets necessary to conduct its business as now conducted and as proposed to be conducted (the "Xelex Assets"). Xelex owns all of its property and assets free and clear of all mortgages, liens, loans, and encumbrances, except such encumbrances and liens which arise in the ordinary course of business and do not materially impair Xelex's ownership or use of such property or assets. With respect to the property and assets it leases, Xelex is in compliance with such leases and, to the best of its knowledge, holds a valid leasehold interest free of any liens, claims, or encumbrances.
Assets of Company. The Company shall not sell, lease, transfer or otherwise dispose of (including, without limitation, through licensing or partnering arrangements) any material assets of the Company, other than in the ordinary course of business.
Assets of Company. Since April 21, 2011, pursuant to the Conservation Order, Conservator has been in control of all the assets of Company including its books, records and property, both real and personal, including but not limited to, the Corporate Assets, wherever situated. Company has good and marketable title to all of the Corporate Assets, free and clear of any Lien, encumbrance, restriction, claim, charge, or defect of title, except, for the avoidance of doubt, the Liens of the issuers of the Certificates of Authority relating to the Pledged Surplus. As of the Closing Date, the Corporate Shell shall have no assets or property, real or personal, except the Pledged Surplus.
Assets of Company. The assets of the Company shall consist solely of the Company Property.
Assets of Company. Company has good and valid title to all of the assets used in the Business, free and clear of all Encumbrances, and no other party has any rights or claims to possession of any of the assets of the Business. None of the assets are subject to any option, contract, arrangement or understanding that would restrict Sellers' or Company's ability to complete the Transactions as contemplated herein. Millennium Financial Services, Inc. has transferred to Company all the assets that it had owned prior to the date of this Agreement utilized by Company in the operation of the Business as of the date hereof. All of the assets used by Company in its Business are owned by Company, other than assets subject to leases, licenses or similar arrangements included in the list of Contracts in Section 3.9 of the Disclosure Schedule. The assets of the Business (whether owned, leased or licensed) constitute all the material assets necessary to operate the Business immediately following the Closing substantially as currently conducted by Company as of the date hereof. Except as contemplated in Section 2.4.5 of this Agreement, all retainers and similar deposit payments made by customers of Company, are held by Company, and shall be retained by Company, as of the Closing Date, in accordance with their terms. Company has never engaged in any business other than the Business.
