Sufficiency of and Title to Assets. GTFM and each of the GTFM Subsidiaries owns or licenses, and upon the consummation of the Merger, the Surviving Company and its Subsidiaries will own or license, all right, title and interest in and to all of the properties, assets, Contracts and rights of any kind, whether tangible or intangible, real or personal (including, without limitation, the Concession), necessary to enable GTFM (prior to the Closing) and the Surviving Company (after the Closing) to conduct the GTFM Business as presently conducted (the "GTFM Assets"), free and clear of any Encumbrances other than Permitted Encumbrances, except as set forth in Section 5.19 of the Seller Disclosure Schedule.
Sufficiency of and Title to Assets. The assets owned, leased or licensed by the Company constitute all material assets used in connection with the business of the Company, and such assets constitute all the assets necessary for the Company to continue to conduct its business in the same manner as it is presently being conducted. The owned assets of the Company are not subject to any Lien, except for Liens disclosed on Schedule 3.20 and Liens that are immaterial individually and in the aggregate.
Sufficiency of and Title to Assets. Upon the consummation of the transactions contemplated by this Agreement, the Sellers will have assigned, transferred and conveyed to the Buyer all of the Purchased Property free and clear of any Encumbrances, except for Permitted Encumbrances, which Purchased Property (a) constitutes all of the properties and assets now held or employed by the Sellers or any of their Affiliates that are attributable to the Businesses, (b) constitutes and on the Closing Date will constitute, all of the property and assets that are necessary to permit the operation of the Businesses as historically and currently conducted, (c) is suitable for the purposes for which it is currently used, and (d) is to be conveyed hereunder in good operating condition and repair, subject to reasonable use, wear and tear. No assets used in the Businesses are owned by any party other than one of the Sellers except for property that is the subject of the Contracts.
Sufficiency of and Title to Assets. Except as set forth on Schedule 4.18 of the Company Disclosure Schedule, the Company owns, and upon the consummation of the Transactions, Parent or the Surviving Corporation will own, all right, title and interest in and to all of the properties, assets and rights of any kind, whether tangible or intangible, real or personal (including, without limitation, the Intellectual Property Rights that are presently owned by the Company), used by the Company to conduct the Company Business (the "Company Assets"), free and clear of any Encumbrances, other than Permitted Encumbrances. The Company Assets are sufficient for the continued conduct of the Company Business after the Closing in substantially the same manner as currently conducted. All of the tangible personal property owned or leased by the Company is in good operating condition and repair, subject only to ordinary wear and tear. Except for those licenses, consents and payments set forth on Schedule 4.18 of the Company Disclosure Schedule, no licenses or consents from, or payments to, any Person are or will be necessary for Parent to use any of the Company Assets in substantially the manner in which the Company and its Affiliates have used the Company Assets. No restrictions will exist on Parent's right to sell, resell, license or sublicense any of the Company Assets or engage in the Company Business, nor will any such restrictions be placed on Parent as a consequence of the Merger or any of the other Transactions, except such restrictions that result from Parent's existing restrictions that result from contracts or agreements of Parent or its Subsidiaries. Except as set forth on Schedule 4.18 of the Company Disclosure Schedule, the Company has sole right, title and interest in and to all of the assets on the Interim Period Company Balance Sheet, free and clear of any Encumbrances, other than Permitted Encumbrances.
Sufficiency of and Title to Assets. (a) The properties and assets of the Company comprise in all material respects, all of the assets and properties of the Company that are used in the conduct of its business as conducted on the date hereof, are sufficient for the continued conduct of such business after the Closing in substantially the same manner as conducted prior to the Closing, and constitute the properties and assets that are required to conduct its business as currently conducted by the Company.
Sufficiency of and Title to Assets. (a) HNS or one or more of its Subsidiaries has good and valid title in and to, or a valid leasehold interest in, or a valid license for, each of the Contributed Assets free and clear of any and all Encumbrances, except for Permitted Encumbrances and such other Encumbrances which will be released on or prior to Closing. Subject to the receipt of any Consents of the third parties listed on Section 4.4 of the Disclosure Schedule, HNS and its Subsidiaries, as applicable, has the right and power to contribute, convey, assign, transfer and deliver to Newco good and valid title in and to, or a valid leasehold interest in, or a valid license for, all of the Contributed Assets, free and clear of any and all Encumbrances, except for Permitted Encumbrances, and except as would not reasonably be expected to have a Material Adverse Effect on the Business.
Sufficiency of and Title to Assets. The Company owns, and upon the consummation of the transactions contemplated by this Agreement Parent or the Company will own, all right, title and interest in and to, or have a valid leasehold in, all of its tangible properties and assets, whether real, personal or mixed, necessary to enable the Company (prior to the Closing) and Parent and the Company (after the Closing) to conduct the Company Business (the “Company Assets”), free and clear of any Encumbrances. Except for those licenses, consents and payments set forth on Section 4.20 of the Company Disclosure Schedule, no licenses or consents from, or payments to, any Person are or will be necessary for Parent to use any of the Company Assets in substantially the manner in which the Company and its Affiliates have used the Company Assets. No restrictions will exist on Parent’s right to sell, resell, license or sublicense any of the Company Assets or engage in the Company Business, nor will any such restrictions be placed on Parent as a consequence of the Transaction or any of the other transactions contemplated by this Agreement or any of the Ancillary Agreements. The Company has sole right, title and interest in and to all of the assets on the Audited Company Financial Statements and the Interim Period Unaudited Company Balance Sheet, free and clear of any Encumbrances. Excluding the Company’s Intellectual Property Rights, Section 4.20 of the Company Disclosure Schedule sets forth all Contracts, Company Assets or any other assets used in the Company Business that are owned by any Person other than the Company (“Omitted Assets”).
Sufficiency of and Title to Assets. Exceptions
Sufficiency of and Title to Assets. The Company owns all right, title and interest in and to or has sufficient rights to all of the properties, assets and rights of any kind, whether tangible or intangible, real or personal (including, without limitation, the Company Intellectual Property), necessary to enable the Company (prior to the Closing) and the Surviving Company (immediately after the Closing) to conduct the Business as currently conducted (the "Company Assets"), free and clear of any Encumbrances, other than Permitted Encumbrances. The Company has sole right, title and interest in and to or has sufficient rights to all of its assets, free and clear of any Encumbrances, other than Permitted Encumbrances.
Sufficiency of and Title to Assets. Except as would not have a Material Adverse Effect, the Acquired Assets constitute and on the Closing Date will constitute all of the assets or property held on the date hereof and used or formerly used in the Business except the Excluded Assets and for items of Inventory and Supplies removed, sold, leased or otherwise disposed in accordance with Section 1.6. LTV Companies have good title to, or right by license, lease or other agreement to use, the Acquired Assets. Subject to the entry of the Sale Order, at the Closing, LTV Companies will have the right to transfer the Acquired Assets to Buyer free and clear of all Liens, other than Liens included in the Assumed Liabilities and Permitted Liens.
