Title to Properties; Condition of Personal Properties. The Company and each of its Subsidiaries has (i) good and marketable title to all of the assets and properties owned by it, including without limitation all assets and properties reflected in the Company SEC Documents (in each case excluding any assets and properties sold or otherwise disposed of to persons other than non-Subsidiary Affiliates in the ordinary course of business since December 31, 2002) free and clear of all Liens, (ii) valid title to the lessee interest in all assets and properties leased by them as lessee, free and clear of all Liens, and (iii) full right to hold and use all of its assets and properties used in or necessary to its businesses and operations, in each case all free and clear of all Liens, and in each case subject to applicable laws and the terms of any lease under which the Company and each of its Subsidiaries leases such assets or properties as lessee. All such assets and properties are in good condition and repair, reasonable wear and tear excepted, and collectively are adequate and sufficient to carry on the businesses of the Company and each of its Subsidiaries as presently conducted and as proposed to be conducted.
Title to Properties; Condition of Personal Properties. Winsonic and each of its Subsidiaries has (i) good and marketable title to all of the assets and properties owned by it, including without limitation all assets and properties reflected in the Financial Statements free and clear of all Liens, (ii) valid title to the lessee interest in all assets and properties leased by them as lessee, free and clear of all Liens, and (iii) full right to hold and use all of its assets and properties used in or necessary to its businesses and operations, in each case all free and clear of all Liens, and in each case subject to applicable laws and the terms of any lease under which Winsonic and each of its Subsidiaries leases such assets or properties as lessee. All such assets and properties are in good condition and repair, reasonable wear and tear excepted, and collectively are adequate and sufficient to carry on the businesses of Winsonic and each of its Subsidiaries as presently conducted and as proposed to be conducted.
Title to Properties; Condition of Personal Properties. The ----------------------------------------------------- Company has (i) good and marketable title to all of the assets and properties owned by it, including without limitation all assets and properties reflected in the Most Recent Balance Sheet, free and clear of all Liens, (ii) valid title to the lessee interest in all assets and properties leased by them as lessee, free and clear of all liens, charges and other encumbrances, and (iii) full right to hold and use all of the assets and properties used in or necessary to their respective businesses and operations, in each case all free and clear of all liens, charges and other encumbrances, and in each case subject to applicable laws and the terms of any lease under which the Company leases such assets or properties as lessee. All such assets and properties are in good condition and repair, reasonable wear and tear excepted, and are adequate and sufficient to carry on the businesses of the Company as presently conducted and as currently proposed to be conducted.
Title to Properties; Condition of Personal Properties. The Company has (i) good and marketable title to all of the assets and properties owned by it, including without limitation all assets and properties reflected in the Most Recent Balance Sheet (in each case excluding any assets and properties sold or otherwise disposed of to persons other than Affiliates in the ordinary course of business since the date of such balance sheet), free and clear of all Liens, (ii) valid title to the lessee interest in all assets and properties leased by them as lessee, free and clear of all Liens, and (iii) full right to hold and use all of its assets and properties used in or necessary to its businesses and operations, in each case all free and clear of all Liens, and in each case subject to applicable laws and the terms of any lease under which the Company leases such assets or properties as lessee; except where the failure to have the title or right set forth in clauses (i) through (iii) would not have a Material Adverse Effect. All such assets and properties are in good condition and repair, reasonable wear and tear excepted, and are adequate and sufficient to carry on the businesses of the Company as presently conducted and as proposed to be conducted.
Title to Properties; Condition of Personal Properties. The Company has (i) good and marketable title to all of the assets and properties owned by it, including all assets and properties reflected in the Most Recent Balance Sheet (in each case excluding any assets and properties sold or otherwise disposed of to persons other than Affiliates in the ordinary course of business since the date of such balance sheet), (ii) good and marketable title to the lessee interest in all assets and properties leased by it as lessee, and (iii) full right to hold and use all of the respective assets and properties used in or necessary to its businesses and operations, in each case all free and clear of all Liens. All such tangible assets and properties are in good condition and repair, reasonable wear and tear excepted, and together with such intangible assets, are adequate and sufficient to carry on its business as presently conducted and as proposed to be conducted in the near term.
Title to Properties; Condition of Personal Properties. AI has (i) good and marketable title to all of the assets and properties owned by it, including without limitation all assets and properties reflected in the Financial Statements free and clear of all liens, (ii) valid title to the lessee interest in all assets and properties leased by them as lessee, free and clear of all liens, and (iii) full right to hold and use all of its assets and properties used in or necessary to its businesses and operations, in each case all free and clear of all liens, and in each case subject to applicable laws and the terms of any lease under which AI leases such assets or properties as lessee. All such assets and properties are in good condition and repair, reasonable wear and tear excepted, and collectively are adequate and sufficient to carry on the businesses of AI as presently conducted and as proposed to be conducted.
Title to Properties; Condition of Personal Properties. Tytess has (i) good and marketable title to all of the assets and properties owned by it, including without limitation all assets and properties reflected in the Financial Statements free and clear of all liens, (ii) valid title to the lessee interest in all assets and properties leased by them as lessee, free and clear of all liens, and (iii) full right to hold and use all of its assets and properties used in or necessary to its businesses and operations, in each case all free and clear of all liens, and in each case subject to applicable laws and the terms of any lease under which Tytess leases such assets or properties as lessee. All such assets and properties are in good condition and repair, reasonable wear and tear excepted, and collectively are adequate and sufficient to carry on the businesses of Tytess as presently conducted and as proposed to be conducted.
Title to Properties; Condition of Personal Properties. The Company has (i) good and marketable title to all of the assets and properties owned by it, including all assets and properties reflected in the Most Recent Balance Sheet (in each case excluding any assets and properties sold or otherwise disposed of to persons other than Affiliates in the ordinary course of business since the date of such balance sheet), (ii) good and marketable title to the lessee interest in all assets and properties leased by it as lessee, and (iii) full right to hold and use all of the respective assets and properties used in or necessary to its businesses and operations as presently conducted, in each case all free and clear of all Liens, except Permitted Liens. All such assets and properties are in good condition and repair, reasonable wear and tear excepted, and are adequate and sufficient in all material respects to carry on the Company's business as presently conducted and as proposed to be conducted in the near term.
Title to Properties; Condition of Personal Properties. (a) The Company has (i) good and marketable title to all of the assets and properties owned by it, including without limitation all assets and properties reflected in the Balance Sheet, free and clear of all Liens, except for Liens arising under that certain Horizon Loan Agreement and Liens which may have arisen in the ordinary course of business, (ii) valid title to the lessee interest in all assets and properties leased by them as lessee, free and clear of all Liens (except for Liens in favor of the lessors arising thereunder), and (iii) full right to hold and use all of its assets and properties used in or necessary to its businesses and operations, in each case all free and clear of all Liens, except for Liens arising under the Loan Agreement, and Liens for Taxes not yet due and payable, and in each case subject to applicable laws and the terms of any lease under which the Company leases such assets or properties as lessee. All such assets and properties are in good condition and repair, reasonable wear and tear excepted, and are adequate and sufficient to carry on the businesses of the Company as presently conducted and as proposed to be conducted.
Title to Properties; Condition of Personal Properties. The Seller has (i) good and marketable title, free and clear of all Liens other than Permitted Liens and Liens, if any, which will be fully discharged prior to Closing, to, and has full right to sell, convey, transfer, assign and deliver, all of the Acquired Assets (excluding any assets and properties sold or otherwise disposed of in the ordinary course of business since the date of such balance sheet) and will have good and marketable title, free and clear of all Liens, to, and, subject to Section 4.11, will have full right to sell, convey, transfer, assign and deliver, all of the Acquired Assets free and clear of all Liens as of the Closing Date, and (ii) full right to hold and use the Acquired Assets. Upon the Closing, the Buyer will receive good and marketable title to the Acquired Assets, free and clear of all Liens other than Permitted Liens. All of the Acquired Assets are in good condition and repair, reasonable wear and tear excepted, and are sufficiently operable to carry on the Division's businesses as presently conducted. All of the Division's data records and research materials are and at the Closing will be maintained in such detail and condition and at such levels of quality as are customary for a business of the type of the Seller's.
