Assets of the Corporation. The Corporation has good title to all of its assets (the "Assets"). Except as otherwise disclosed in the Corporation's Financial Statements or the related notes accompanying them or in the Exhibits to this Agreement or the Disclosure Memorandum, all of the Assets are owned free and clear of any adverse claims, security interests, or other encumbrances or restrictions, except liens for current taxes not yet due and payable, landlords' liens as provided for in the relevant leases or by applicable law, or liens or similar security interests granted as part of personal property financing agreements made in the ordinary course of business and which in the aggregate are not material. The Assets constitute all of the assets necessary for the operation of the Schools as currently conducted.
Assets of the Corporation. Other than the Corporation's Assets and as disclosed in the Corporation's Financial Statements, the Corporation has no property, assets or undertakings of any nature or kind whatsoever.
Assets of the Corporation. While the Escrow Funds are being held following closing of the Offering to enable the Corporation to: (i) satisfy permitted redemptions made by holders of Class A Restricted Voting Shares in connection with the closing of a Qualifying Transaction or an extension to the Permitted Timeline; (ii) fund a Qualifying Transaction (including the payment of 50.0% of the Deferred Underwriting Commissions to the Underwriter upon completion of a Qualifying Transaction, and the payment of the Discretionary Deferred Portion to person(s) of the Corporation’s choosing that assist the Corporation in the consummation of the Qualifying Transaction) with the net proceeds following payment of any such redemptions and certain other amounts; (iii) pay actual and expected expenses related to the redemption of Class A Restricted Voting Shares; (iv) pay taxes on interest and/or other amounts earned on the Escrow Funds (and any taxes, including under Part VI.1 of the Tax Act, arising in connection with the redemption of the Class A Restricted Voting Shares, if applicable); and/or (v) make payments to holders of Class A Restricted Voting Shares upon the Corporation’s No Qualifying Transaction Winding-Up or Automatic Redemption, each on an automatic redemption date specified by the Corporation pursuant to Section 4(g) herein, such Escrow Funds and all amounts earned thereon are, subject to such obligations and applicable law, are assets of the Corporation.
Assets of the Corporation. While the Escrow Funds are being held following closing of the Offering to enable the Corporation to: (i) satisfy permitted redemptions made by holders of Class A Restricted Voting Units in connection with the closing of a Qualifying Transaction or an extension to the Permitted Timeline; (ii) fund a Qualifying Transaction with the net proceeds following payment of any such redemptions and the Deferred Underwriting Commission to the Underwriters upon completion of a Qualifying Transaction; (iii) pay taxes on interest and/or other amounts earned on the Escrow Funds (and any taxes, including under Part VI.1 of the Tax Act, arising in connection with the redemption of the Class A Restricted Voting Units, if applicable) and certain permitted expenses; and/or (iv) make payments to holders of Class A Restricted Voting Units upon the Corporation’s No Qualifying Transaction Winding-Up or Automatic Redemption, each on an automatic redemption date specified by the Corporation pursuant to Section 4(g) herein, such Escrow Funds and all amounts earned thereon, are subject to such obligations and applicable law, are assets of the Corporation.
Assets of the Corporation. Seller hereby represents and warrants that the Corporation owns the following, all of which shall hereinafter be collectively referred to as the "Assets":
Assets of the Corporation. The Corporation has good and marketable title to all of the properties and assets used in its business (including leasehold interests as to such assets that are leased), subject to no mortgage, pledge, lien, security interest, encumbrance or other charge, other than (i) the interests of equipment lessors with respect to leased equipment and (ii) liens for taxes not yet due. The assets owned or leased by the Corporation constitute all of the assets currently in existence which are being used in connection with the Corporation's business. The Corporation has, and will transfer to Data, good title to all of the Corporation's computer software and patents, as provided in Section 6(j), and no such computer software or patent conflicts with or infringes on, and no third party has asserted to the Corporation or any Seller that such computer software or patent conflicts with or infringes upon, any proprietary rights owned or used by any third party.
Assets of the Corporation. Schedule 4.1(14) hereto contains descriptions of i) all vending machine equipment, including serial numbers; and ii) all items of tangible personal property of every kind or description owned or leased by the Corporation having a current net book value in excess of $5,000.
Assets of the Corporation. The Corporation has good and marketable ------------------------- title to all of the Assets (including leasehold interests as to such Assets that are leased), subject to no Encumbrance or other charge, other than (i) the interests of equipment lessors with respect to leased equipment, (ii) liens in favor of Lenders with respect to the Assumed Loans, (iii) liens for taxes not yet due, and (iv) liens created pursuant to the contracts listed on SCHEDULE 1.1(d). The assets owned or --------------- leased by the Corporation constitute all of the assets currently in existence which are being used in connection with the business of the Clinics.
