Assets Other than Real Property Interests. The Company and the Company Subsidiaries have good and valid title to all of their respective properties and assets, in each case free and clear of all Liens, except (i) mechanics', carriers', workmen's, repairmen's or other like Liens arising or incurred in the ordinary course of business relating to obligations that are not delinquent or that are being contested by the Company or a Company Subsidiary and for which the Company or a Company Subsidiary has established adequate reserves, (ii) Liens for Taxes that are not due and payable or that may thereafter be paid without interest or penalty, (iii) Liens that secure debt obligations that are reflected as liabilities on the balance sheet of the Company and its consolidated subsidiaries as of December 31, 2003 contained in the Filed Company SEC Documents and the existence of which is referred to in the notes to such balance sheet, (iv) Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business and (v) other imperfections of title or encumbrances, if any, that, individually or in the aggregate, do not materially impair, and would not reasonably be expected materially to impair, the continued use and operation of the assets to which they relate in the conduct of the business of the Company and the Company Subsidiaries as presently conducted. This Section 3.14 does not relate to real property or interests in real property, such items being the subject of Section 3.15, or to Intellectual Property, such items being the subject of Section 3.19.
Assets Other than Real Property Interests. (a) The Company and/or one or more of the Company Subsidiaries has, or as of the Closing Date will have, good and valid title to all material Assets reflected on the Balance Sheet or thereafter acquired, except those sold or otherwise disposed of since the date of the Balance Sheet in the ordinary course of business consistent with past practice and not in violation of this Agreement, in each case free and clear of all Liens, except (i) such as are set forth in Section 4.09(a) of the Seller Disclosure Schedule; (ii) mechanics’, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business and liens for Taxes which are not due and payable or which may thereafter be paid without penalty or interest or are being contested in good faith by appropriate proceedings; (iii) mortgages and Liens which secure debt that is reflected as a liability on the Balance Sheet and the existence of which is indicated in the notes thereto and which will be released at or prior to the Closing; and (iv) other imperfections of title or encumbrances, if any, which do not, individually or in the aggregate, materially impair the continued use and operation of the Assets to which they relate in the Business (the mortgages and Liens described in clauses (i), (ii), (iii) and (iv) above are hereinafter referred to collectively as “Permitted Liens”).
Assets Other than Real Property Interests. Ashland has, or as of the Closing Date will have, and at the Closing Ashland will transfer (subject to the consummation of the Closing on the Closing Date in accordance with the terms of Article I of the Master Agreement) to HoldCo, good and valid title to all Transferred Assets in each case free and clear of all Liens (other than any Lien pursuant to the HoldCo Borrowing arrangements or arising from actions or inactions of any of the Marathon Parties or their affiliates (and not of any of the Ashland Parties or their affiliates)), except Permitted Liens. This Section 3.02 does not relate to real property or interests in real property, such items being the subject of Section 3.03.
Assets Other than Real Property Interests. (a) Each of the Companies has good and valid title to all assets (other than real property interests) reflected on their respective Balance Sheets or acquired after the date thereof, except those sold or otherwise disposed of since the date of their respective Balance Sheets in bona fide arm's length transactions made in the ordinary course of business consistent with past practice and not in violation of this Agreement in each case free and clear of all liens, charges or encumbrances of any kind except those subject to the rights of suppliers under retention of title clauses or similar provisions and except (A) such as are set forth in Schedule 2.11, (B) mechanics', carriers', workmen's, repairmen's or other like liens arising or incurred in the ordinary course of business, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business and liens for Taxes that are not due and payable or that may thereafter be paid without penalty and (C) other imperfections of title or encumbrances, if any, that do not, individually or in the aggregate, materially impair the continued use and operation of the assets to which they relate in the businesses of the Companies and their respective Subsidiaries as presently conducted (the liens and imperfections of title described in clauses (B) and (C) above are hereinafter referred to collectively as "Permitted Liens").
Assets Other than Real Property Interests. Except as has not had, or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each Company Subsidiary has good and valid title to or a valid leasehold interest in or valid license to all the material assets reflected on the most recent financial statements included in the Company SEC Documents or that are otherwise material to the conduct of the business, other than assets disposed of in the Ordinary Course of Business, in each case free and clear of all Liens other than Permitted Liens. The foregoing representations or warranties shall not apply to real property and interests in real property, which are instead the subject of Section 3.09 exclusively.
Assets Other than Real Property Interests. (a) Buyer and its Subsidiaries have good and valid title to all assets reflected on the December 31, 1996 balance sheet of Buyer and its consolidated Subsidiaries included in the Buyer Financial Statements (the "December 31 Buyer Balance Sheet") or thereafter acquired, except those sold or ------------------------------- otherwise disposed of in the ordinary course of business consistent with past practice and not in violation of this Agreement, in each case free and clear of all Liens of any kind except (i) such as are set forth on Schedule 6.10, (ii) mechanics', carriers', workmen's, repairmen's or other like Liens arising or incurred in the ordinary course of business consistent with past practice, (iii) Liens which secure debt that is reflected as a liability on the balance sheets as of June 30, 1997 included in the Buyer Interim Financial Statements and other debt incurred under existing credit facilities of Buyer or its Subsidiaries and (iv) other imperfections of title or encumbrances, if any, which do not, individually or in the aggregate, materially impair the continued use and operation of the assets to which they relate, as presently conducted (Liens, encumbrances and imperfections of title described in clauses (i), (ii), (iii) and (iv) above are hereinafter referred to collectively as "Buyer Permitted --------------- Liens"). Schedule 6.10 sets forth a list of all material personal property owned ----- by Buyer and its Subsidiaries and used or held for use in connection with their respective businesses.
Assets Other than Real Property Interests. (a) NMD has good and valid title to all Assets (other than real property, which is the subject of Section 4.11), free and clear of all Liens except (i) such as are set forth in Schedule 4.10, (ii) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other like Liens arising or incurred in the ordinary course of business relating to amounts not yet due and payable or being contested in good faith by appropriate procedures as to which adequate reserves, if any, have been established, Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business and Liens for Taxes that are not due and payable or that may thereafter be paid without penalty, (iii) other imperfections of title or encumbrances, if any, that would not, individually or in the aggregate, materially interfere, or reasonably be expected to materially interfere, with the ordinary operation of the Assets and (iv) Liens created by the Partnership or its successors and assigns (the Liens described in clauses (i), (ii), (iii), and (iv) above are referred to herein collectively as “Permitted Liens”).
Assets Other than Real Property Interests. The Target Companies and Target Subsidiaries have good and valid title to all material assets owned by them, in each case free and clear of all pledges, claims, charges, mortgages, liens, security interests or encumbrances of any kind except (i) mechanics', carriers', workmen's, repairmen's or other like liens arising or incurred in the ordinary course of business, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business if the underlying obligations are not overdue for a period of more than 90 days, and liens for Taxes which are not yet due and payable, (ii) mortgages, liens, security interests and encumbrances which secure debt that is reflected as a liability on the Balance Sheet and the existence of which is indicated in the notes thereto and (iii) other imperfections of title or encumbrances, if any, which do not, individually or in the aggregate, materially impair the continued use and operation or the marketability of the assets to which they relate in the Businesses as presently conducted (the mortgages, liens, security interests, encumbrances and imperfections of title described in clauses (i), (ii) and (iii) above are hereinafter referred to collectively as "Permitted Liens"). All the material tangible personal property of the Target Companies and Target Subsidiaries has been maintained in all material respects in accordance with the past practice of the Target Companies and the Target Subsidiaries and generally accepted industry practice. Each item of material tangible personal property of the Target Companies and the Target Subsidiaries is in all material respects in good working order and is adequate and sufficient for the Target Company's or Target Subsidiary's intended purposes, ordinary wear and tear excepted.
Assets Other than Real Property Interests. (a) Triton has good and marketable title to all material assets reflected on the Triton Balance Sheet or thereafter acquired, except those sold or otherwise disposed of since June 30, 2001, in the Ordinary Course of Business and not in violation of this Agreement, and such assets will be, as of the Closing, free and clear of all Liens except (i) such as set forth on Schedule 3.14, (ii) mechanics', carriers', workmen's, repairmen's or other like Liens arising or incurred in the Ordinary Course of Business, Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the Ordinary Course of Business, and Liens for Taxes that are not due and payable or that may thereafter be paid without penalty, (iii) Liens that secure debt that is reflected as a liability on the Triton Balance Sheet and the existence of which is indicated in the notes thereto, and (iv) other imperfections of title or encumbrances, if any, that, individually or in the aggregate, would not reasonable be expected to have a Triton Material Adverse Effect (the Liens described in clauses (i) through (iv) above are hereinafter referred to collectively as "Triton Permitted Liens").
Assets Other than Real Property Interests. The Company or a Company Subsidiary has good and valid title to all the assets reflected on the Interim Balance Sheet or thereafter acquired, other than assets disposed of in the Ordinary Course of Business since the date of the Interim Balance Sheet and not in violation hereof, in each case free and clear of all Liens other than Permitted Liens. Schedule 3.07 sets forth a brief description of each item of equipment or other personal property of the Company and the Company Subsidiaries with an original cost in excess of $500,000, indicating, in each case, the purchase price thereof, the year of purchase and the accumulated book depreciation through the date of the Interim Balance Sheet. Each item set forth or required to be set forth in Schedule 3.07 is adequate for the uses to which it is being put, is in good working order (ordinary wear and tear excepted), is free from any material defect and has been maintained in all material respects in accordance with the past practice of the Company and the Company Subsidiaries and generally accepted industry practice, and no repairs, replacements or regularly scheduled maintenance relating to any such item has been deferred. All leased equipment and other personal property of the Company and the Company Subsidiaries is in all material respects in the condition required of such property by the terms of the lease applicable thereto. The buildings, plants and structures of the Company and the Company Subsidiaries are structurally sound, are in good condition and repair, and are adequate for the uses to which they are being put, and none of such buildings, plants or structures Table of Contents are in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The assets of the Company and the Company Subsidiaries are sufficient for the continued conduct of the business of the Company and the Company Subsidiaries in substantially the same manner as conducted before the date hereof.
