Title and Sufficiency of Assets. (a) Except as set forth on Schedule 3.1.8, Alliance has, and will transfer to Federated, good and valid title to all of the Acquired Assets, free and clear of all Liens, other than Permitted Liens. The Acquired Assets constitute all of the assets, tangible and intangible, of any nature whatsoever used by Alliance to conduct the Business as currently conducted (except for the Retained Assets and Shared Use Assets); and
Title and Sufficiency of Assets. (a) The Company and each Company Subsidiary, and to the Knowledge of the Company each Company JV, have good and valid title to all of their personal properties and assets reflected on the Company’s audited balance sheet (including in any related notes thereto) as of December 31, 2004 included in the Yankee Financial Statements (the “Company 2004 Balance Sheet”) or acquired after December 31, 2004 (other than assets disposed of since December 31, 2004 in the ordinary course of business consistent with past practice or, following the date hereof, as permitted pursuant to Section 5.1), in each case free and clear of all Liens, except for (a) Liens that secure Indebtedness that is properly reflected in the Company 2004 Balance Sheet; (b) Liens for Taxes not yet due or being contested in good faith (provided adequate reserves (in the good faith judgment of management) have been set aside for payment thereof); and (c) Liens arising in the ordinary course of business consistent with past practice and securing Indebtedness not yet due and payable.
Title and Sufficiency of Assets. (a) Parent and each Parent Subsidiary have good and valid title to all of their personal properties and assets reflected on Parent’s audited balance sheet (including in any related notes thereto) as of March 31, 2005, included in the Parent Financial Statements (the “Parent 2004 Balance Sheet”) or acquired after March 31, 2005 (other than assets disposed of since March 31, 2005 in the ordinary course of business consistent with past practice or, following the date hereof, as permitted pursuant to Section 5.2), in each case free and clear of all Liens, except for (a) Liens that secure Indebtedness that is properly reflected in the Parent 2004 Balance Sheet; (b) Liens for Taxes not yet due or being contested in good faith (provided adequate reserves (in the good faith judgment of management) have been set aside for payment thereof); and (c) Liens arising in the ordinary course of business and securing Indebtedness not yet due and payable.
Title and Sufficiency of Assets. (a) Except for (i) the assets, properties and services to be provided under the Transition Services Agreement and the Services Agreements, (ii) the assets, properties and services provided under the Shared Services agreements and the Master Services Agreements, and (iii) the Additional Assets, the MDL Group Companies own, lease or have the legal right to use all of the properties and assets, used or held for use in or relating to the conduct of the Business as currently conducted (all such properties and assets being the “Assets”). Except for the assets, properties and services referred to in clauses (i) and (ii) above, the Assets and the Additional Assets are sufficient to conduct the Business as currently conducted (or currently proposed to be conducted within the next 12 months pursuant to a written plan of an MDL Group Company in existence as of the date hereof). Except as set forth on Schedule 2.14(a), the MDL Group Companies, and Sellers with respect to the Additional Assets collectively, have good and valid title to the Assets other than the Intellectual Property, free and clear of all mortgages, liens, assessments, claims, pledges, security interests, deeds of trust, claims, leases, sub-leases, charges, options, rights of first refusal, easements, rights of way, servitudes, restrictions (whether voting, transfer or otherwise) or other encumbrances (collectively, “Encumbrances”), except for (i) liens for Taxes and other governmental charges that are not yet due and payable or which are being contested in good faith by appropriate proceedings (and for which there are adequate accruals or reserves on the Financial Statements), (ii) mechanics’, workmen’s, repairmen’s, warehousemen’s, carriers’ or other similar liens arising in the ordinary course of business or being contested in good faith, (iii) the rights, if any, of third-party suppliers or other vendors having possession of any such Assets, or (iv) Encumbrances which would not, individually or in the aggregate, reasonably be expected to materially impair the current use or the value of the Assets or the Additional Assets subject to such Encumbrances (the encumbrances described in clauses (i) through (iv) being referred to collectively as, the “Permitted Encumbrances”).
Title and Sufficiency of Assets. (a) Seller owns, leases, licenses or has the right to use the Purchased Assets free and clear of all Encumbrances other than the Permitted Encumbrances, and upon the consummation of the Transactions, Purchaser shall acquire good and marketable title to, and all right, title and interest of Seller in and to, the Purchased Assets, free and clear of all Encumbrances other than the Permitted Encumbrances.
Title and Sufficiency of Assets. The Company owns good and marketable title, or has a valid and enforceable lease or license, free and clear of all Liens, to all real property and all personal and intangible personal property and assets used by the Company or located on its premises or shown on the Latest Balance Sheet, except for Liens for current Taxes not yet due and payable.
Title and Sufficiency of Assets. Except as set forth on Schedule 3.09, the Company has good, valid and marketable title to all of the assets reflected on the 2014 Balance Sheet as being owned by it (except to the extent that such assets have been disposed of after the date of such balance sheet in the ordinary course of business consistent with past practices), free and clear of all Encumbrances. The assets, properties and rights owned, leased or licensed by the Company and the Contracts to which the Company is a party relating to its business, constitute all of the assets, properties, rights and Contracts required to conduct its business as presently conducted.
Title and Sufficiency of Assets. (a) Except as set forth on Section 4.6(a) of the Disclosure Schedule, Seller has good and valid title to or valid leasehold interests in, or other rights to use, all of the Purchased Assets (other than the Real Property) in each case, free and clear of all Encumbrances other than Permitted Encumbrances. Except as set forth on Section 4.6(a) of the Disclosure Schedule, the Purchased Assets include all assets, properties, rights, interests, claims and business necessary, in all material respects, for the conduct, use and operation of the Business as presently conducted by Seller.
Title and Sufficiency of Assets. Seller holds title to the Purchased Assets free and clear of all liens, encumbrances, licenses or leases, except for the liens and security interests (the "Fleet Liens") disclosed in Exhibit . The Purchased Assets are sufficient for Buyer to market, sell, service and support the FastCall Products as marketed and sold at the Closing, except to the extent, if any, the Syntellect License is required or necessary to make this representation true and correct.
Title and Sufficiency of Assets. The Company has good and marketable title to the Assets, free and clear of all Encumbrances except for immaterial Encumbrances which would not have a Material Adverse Effect.
