Ownership of Purchased Assets. Westlake owns and possesses and has good and marketable title to all of the Purchased Assets, free and clear of all mortgages, pledges, liens, security interests, conditional sale agreements, defects, charges, encumbrances and rights of third parties, and no conditions exist which could give rise to any such mortgage, pledge, lien, security interest, defect, charge, encumbrance on, or right of any such third party to, the Purchased Assets. Schedule 4.5 contains an accurate and complete description of the Purchased Assets, which include, but are not limited to, supplies, inventory, uncollected accounts receivable and equipment owned by Westlake, and which are all of the assets which are in any way necessary to the continued operation of the Center as it is now being conducted. All of the Purchased Assets are in good working condition and repair, normal wear and tear excepted, and are adequate for the uses for which they are intended. Schedule 4.5 also sets forth the current book value of all equipment included in the Purchased Assets. Prior to Closing, Westlake has distributed to its partners an aggregate undivided 57% interest in the Purchased Assets, including a 11 1/4% undivided interest to Seller.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Amsurg Corp), Asset Purchase Agreement (Amsurg Corp)
Ownership of Purchased Assets. Westlake owns and possesses and has good and marketable title to all of the Purchased Assets, free and clear of all mortgages, pledges, liens, security interests, conditional sale agreements, defects, charges, encumbrances and rights of third parties, and no conditions exist which could give rise to any such mortgage, pledge, lien, security interest, defect, charge, encumbrance on, or right of any such third party to, the Purchased Assets. Schedule 4.5 contains an accurate and complete description of the Purchased Assets, which include, but are not limited to, supplies, inventory, uncollected accounts receivable and equipment owned by Westlake, and which are all of the assets which are in any way necessary to the continued operation of the Center as it is now being conducted. All of the Purchased Assets are in good working condition and repair, normal wear and tear excepted, and are adequate for the uses for which they are intended. Schedule 4.5 also sets forth the current book value of all equipment included in the Purchased Assets. Prior to Closing, Westlake has distributed to its partners an aggregate undivided 57% interest in the Purchased Assets, including a 11 1/43% undivided interest to Seller.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Amsurg Corp), Asset Purchase Agreement (Amsurg Corp)
Ownership of Purchased Assets. Westlake owns and possesses and has good and marketable title to all of the Purchased Assets, free and clear of all mortgages, pledges, liens, security interests, conditional sale agreements, defects, charges, encumbrances and rights of third parties, and no conditions exist which could give rise to any such mortgage, pledge, lien, security interest, defect, charge, encumbrance on, or right of any such third party to, the Purchased Assets. Schedule 4.5 contains an accurate and complete description of the Purchased Assets, which include, but are not limited to, supplies, inventory, uncollected accounts receivable and equipment owned by Westlake, and which are all of the assets which are in any way necessary to the continued operation of the Center as it is now being conducted. All of the Purchased Assets are in good working condition and repair, normal wear and tear excepted, and are adequate for the uses for which they are intended. Schedule 4.5 also sets forth the current book value of all equipment included in the Purchased Assets. Prior to Closing, Westlake has distributed to its partners an aggregate undivided 57% interest in the Purchased Assets, including a 11 1/48 1/2% undivided interest to Seller.
Appears in 1 contract