Status of Assets. Except as Disclosed in the Company SEC Filings, each Group Member owns or has the right to use all Assets currently used by it in the conduct of its business as currently conducted. All material Assets of each Group Member have been properly maintained and are in good working condition, and are in all respects in a condition that is adequate for their intended uses, subject to continued repair and replacement in accordance with past practice. The Company has sufficient assets and resources to support its normal business operations as currently contemplated as at Completion, except as otherwise caused by economic turmoil and / or force majeure events or other significant change in normal business operations beyond the control of the Company.
Status of Assets. The Assets sold hereunder constitute all of the assets of the Business and include all property, rights, and intangibles necessary for UCI of SC and/or Doctor's Care to operate after Closing a business similar to the Business as presently conducted. All material inventory systems, machinery, equipment, and other tangible property which are portions of the Assets are generally sound, in good repair, may be safely operated within all applicable standards or regulations in their present conditions, and are in merchantable condition. All material contracts, commitments, and similar rights which are portions of the Assets are valid, binding, enforceable, and without known default in violation of law. The information related to accounts receivable provided to UCI of SC is materially accurate and reflect valid, binding, and enforceable rights of the Business which shall be lawfully transferred to UCI of SC hereunder.
Status of Assets. None of the assets or properties held by members of the Seller Group is subject to any lien arising in connection with any failure or alleged failure to pay any Tax.
Status of Assets. Except for the first opportunity in the Leases with Joe's, no person or entity has a pre-emptive right or option to acquire the Assets, and no portion of the Assets has been assigned.
Status of Assets. (a) The instruments of transfer required hereby to be executed and delivered by Seller to Purchaser will, when so executed and delivered, effectively vest in Purchaser good and marketable title to the Purchased Assets and all rights of Seller to enforce the agreements to which Purchaser is attaining title hereunder.
Status of Assets. Each Group Member owns or has the right to use all Assets required for the conduct of its business as currently conducted and contemplated to be conducted. The Assets of each Group Member have been properly maintained and are in good working condition.
Status of Assets. Except as Disclosed, the Company and each Subsidiary owns or has the right to use the tangible Assets required for the conduct of its business as presently conducted. The Company has made available to the Purchasers true and complete copies of the leases relating to all material Assets. Except as Disclosed, the Company and each relevant Subsidiary is in material compliance with all such leases. Except as Disclosed, all leases of real property have been registered with the relevant Governmental Authority in accordance with Requirements of Law. The material Assets of the Company and each Subsidiary are in working condition for the purpose for which they are being used, ordinary course wear and tear excepted.
Status of Assets. Except for trading stock disposed of in the ordinary course of business or assets acquired subject to retention or reservation of title by the supplier or manufacturer in the ordinary course of business, all the assets included in the Consolidated Accounts and all assets which have been acquired by the Company since the Balance Sheet Date are:
Status of Assets. (a) Except as set forth on Schedule 2.4, hereto, Seller has and is conveying to Purchaser under this Agreement, good and marketable title to, each of the Purchased Assets, free and clear of all liens, security interests, pledges, mortgages, charges, adverse claims, preferential arrangements or rights, and encumbrances (each a “Lien”). Seller owns and has all right, power and authority to sell, convey, assign, transfer and deliver the Purchased Assets to Purchaser in accordance with the terms of this Agreement. All of the Purchased Assets are adequate and fit to be used for the purposes for which they are currently used.
Status of Assets. The Company and each Subsidiary owns or has the right to use all Assets required for the conduct of its Business in compliance with all requirements of law.
