Title to and Adequacy of Assets. VFL has good and marketable title to, a valid leasehold interest in or a valid license or other right to use, the material properties and assets, other than Intellectual Property, included in the Transferred Assets, free and clear of all Liens other than Permitted Liens.
Title to and Adequacy of Assets. Except as disclosed on SCHEDULE 3.5E hereto, the Company has good, complete and marketable title to all of the assets used in the operation of the Business, free and clear of all mortgages, security interests, liens, options, pledges, equities, claims, charges, restrictions, conditions, conditional sale contracts and any other encumbrances or adverse interests of any kind or nature whatsoever (collectively "Liens and Encumbrances"). Except as set forth on SCHEDULE 3.5E, all of the assets are in the exclusive possession and control of the Company and the Company has the unencumbered right to use all of the assets without interference from and free of the rights and claims of others. The assets constitute all the assets, properties, rights, privileges and interests that are necessary for the Buyer to operate the Business substantially in the same manner as it has been operated by the Company for the 12 months ended December 31, 1999.
Title to and Adequacy of Assets. Except for the Excluded Assets, services to be provided pursuant to the Transition Services Agreements and services to be provided by the Buyers and their Affiliates, the Acquired Assets constitute all of the assets, properties and rights, and upon Closing and sale of all such Acquired Assets to Buyers, Buyers will have all assets, properties and rights, in each case, necessary and sufficient to conduct the operations of the Business in the Ordinary Course of Business. Except as set forth on Section 3.15 of the Seller Disclosure Schedule, the Sellers own (and shall convey to Buyers at the Closing) good and marketable title, free and clear of all Liens, to all of the Acquired Assets. Each Seller’s machinery, equipment and other tangible personal or movable property and assets which are part of the Acquired Assets are in good operating condition and repair, except for ordinary wear and tear, and are useable in the Ordinary Course of Business of such Seller.
Title to and Adequacy of Assets. The Company has good and marketable title to its assets, intangible and tangible, free and clear of restrictions or conditions on transfer or assignment, and free and clear of all Encumbrances accruing, arising out of, or relating to the ownership and/or operation of the Company. All of the assets of the Company that are needed for the conduct of its business or operations, as presently conducted, are in the exclusive possession and control of the Company and the Company has the unencumbered right to use such assets without interference from others. The assets of the Company constitute all the assets, properties, rights, privileges, and interests necessary for the operation of the Company's business substantially in the same manner as such business has been conducted by the Company during the past twelve (12) months.
Title to and Adequacy of Assets. Except as disclosed on Schedule 2.13 hereto, the Company has good and marketable title to its assets, intangible and tangible, including, without limitation, the Fixed Assets and Proprietary Rights, free and clear of restrictions or conditions on transfer or assignment, and free and clear of all mortgages, liens, security interests, encumbrances, pledges, leases, equities, claims, charges, conditions, and conditional sale contracts. Except as set forth on Schedule 2.13, all of the assets of the Company, are in the exclusive possession and control of the Company and the Company has the unencumbered right to use such assets without interference from others.
Title to and Adequacy of Assets. The Company has good and marketable title to its assets, intangible and tangible, including, without limitation, the Fixed Assets, free and clear of restrictions or conditions on transfer or assignment, and free and clear of all Encumbrances. Except as set forth on Schedule 5.13, all of the assets of the Company are in the exclusive possession and control of the Company and the Company has the unencumbered right to use such assets without interference from others. Any exceptions to the representations and warranties contained in this Section 5.13 shall be disclosed on Schedule 5.13 hereto.
Title to and Adequacy of Assets. Except as disclosed on Schedule -------- 3.21 of the Disclosure Schedules, the Company has good and marketable title to ---- its assets, including the Tangible Assets and Intellectual Property Rights, free and clear of restrictions or conditions on transfer or assignment, and free and clear of all mortgages, liens, security interests, encumbrances, pledges, options, leases, equities, claims, charges, conditions, and conditional sale contracts, except Permitted Liens. Except as set forth on Schedule 3.21, the ------------- assets of the Company constitute all the assets, properties, rights, privileges and interests that are necessary for the operation of its business substantially in the same manner as such business is now, and since January 1, 1996 has been, conducted and such assets are in the exclusive possession and control of the Company, each of which has the unencumbered right to use and dispose of such assets without interference from third parties, except where all such failures, taken as a whole, would not have a Material Adverse Effect on the Company.
Title to and Adequacy of Assets. (a) Except as disclosed on SCHEDULE 5.11 hereto, the Company has good and marketable title to its material assets, free and clear of restrictions or conditions on transfer or assignment, and free and clear of all mortgages, liens, security interests, encumbrances, pledges, claims, charges, and conditional sale contracts (collectively, "liens and encumbrances"), except for liens for taxes not yet due and other liens and encumbrances that do not materially detract from the value of or interfere in any material way with the present use of the assets affected thereby or which have not had and are not expected to have a Material Adverse Effect on the Company.
Title to and Adequacy of Assets. (a) Sellers have good, valid and marketable title to, or in the case of leased properties and assets, valid leasehold interests in, all of the properties and assets material to the Business (whether tangible or intangible, real, personal or mixed), owned or leased by Sellers and used or held for use in the Business and constituting Purchased Assets, free and clear of any and all Encumbrances.
Title to and Adequacy of Assets. Except as may be set forth ------------------------------- in the exhibits, SELLER has good and marketable title to all the Assets, whether tangible or intangible. Except as provided in EXHIBITS E, I and L, the Assets ---------- - - are free and clear of restrictions on or conditions to transfer or assignment and free and clear of mortgages, liens, pledges, charges, encumbrances, claims, easements, rights of way, covenants, conditions or restrictions. The Assets constitute, in the aggregate, all of the property necessary for the conduct of the Health Care Business in the manner in which and to the extent to which it is currently being conducted (except for the Shared Assets).
