Properties and Assets. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) the Company or the Company Subsidiaries, as the case may be, have valid and subsisting ownership interests in all of the material tangible personal property reflected in the May 31, 2012 audited consolidated balance sheet included in the Company SEC Reports prior to the date hereof as being owned by the Company or any Company Subsidiaries or acquired after the date thereof (except tangible personal properties sold or otherwise disposed of since the date thereof in the ordinary course of business), free and clear of all Liens, other than Permitted Liens and (ii) the tangible personal property owned by the Company or the Company Subsidiaries is in satisfactory operating condition and repair for its continued use as it has been used in all material respects, subject to reasonable wear and tear.
Appears in 5 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Reckitt Benckiser Group PLC), Agreement and Plan of Merger (Schiff Nutrition International, Inc.)
Properties and Assets. Except as would not, individually or in the aggregate, reasonably be expected to not have a Company Material Adverse Effect, (i) the Company or one of the Company Subsidiaries, as the case may be, have Subsidiaries has valid and subsisting ownership interests in all of the material tangible personal property necessary to conduct the Business as now conducted and all of the tangible personal property reflected in the May 31, 2012 audited consolidated latest balance sheet included in the Company SEC Reports prior to the date hereof as being owned by the Company or any one of the Company Subsidiaries or acquired after the date thereof (except tangible personal properties sold or otherwise disposed of since the date thereof in the ordinary course of businessbusiness consistent with past practice), free and clear of all Liens, other than Permitted Liens and (ii) the tangible personal property owned by the Company or and the Company Subsidiaries is in satisfactory good operating condition and repair for its continued use as it has been used in all material respectsthe ordinary course of business, subject to reasonable wear and tear.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Ch2m Hill Companies LTD), Agreement and Plan of Merger (Jacobs Engineering Group Inc /De/)
Properties and Assets. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) the Company or the Company Subsidiaries, as the case may be, Subsidiaries have valid and subsisting ownership interests in and good title to all of the material tangible personal property reflected in the May 31, 2012 audited consolidated latest balance sheet included in the Company SEC Reports prior to the date hereof as being owned by the Company or any Company Subsidiaries or acquired after the date thereof (except tangible personal properties sold or otherwise disposed of since the date thereof in the ordinary course of business), free and clear of all Liens, other than Permitted Liens and (ii) the tangible personal property owned by the Company or the Company Subsidiaries is in satisfactory operating condition and repair for its continued use as it has been used in all material respects, subject to reasonable wear and tear.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (MAP Pharmaceuticals, Inc.), Agreement and Plan of Merger (Allergan Inc)
