Tangible Personal Assets. (a) The Company has good title to, or a valid interest in, all of its tangible personal assets, free and clear of all Liens, other than (i) Permitted Liens or (ii) Liens that, individually or in the aggregate, do not materially interfere with the ability of the Company thereof to conduct its business as currently conducted and do not adversely affect the value of, or the ability to sell, such personal properties and assets.
Tangible Personal Assets. The Company and its Subsidiaries, in the aggregate, have good and valid title to, or a valid interest in, all of their respective material tangible personal assets, free and clear of all Liens, other than Company Permitted Liens.
Tangible Personal Assets. Parent and its Subsidiaries, in the aggregate, have good and valid title to, or a valid interest in, all of their respective material tangible personal assets, free and clear of all Liens, other than Parent Permitted Liens.
Tangible Personal Assets. (a) Except as set forth in Section 4.9 of the Disclosure Schedule, the Companies have good title to, or a valid interest in, all of their tangible personal assets, free and clear of all Liens, except for Permitted Liens.
Tangible Personal Assets. (a) The Company has good title to, or a valid interest in, all of its tangible personal assets, free and clear of all Liens, other than (i) Permitted Liens or (ii) Liens that, individually or in the aggregate, do not materially interfere with the ability of the Company thereof to conduct its business as currently conducted and do not adversely affect the value of, or the ability to sell, such personal properties and assets. Certain assets described in the Section 4.9 of the Disclosure Schedule although used in the business of the Company are excluded from this transaction and shall remain the separate property of the Sellers, provided that any and all associated debt relating to such excluded assets shall be assumed by the Sellers. The exclusion of such assets from the business does not adversely affect the operations of the Company.
Tangible Personal Assets. The Oceanbulk Companies, in the aggregate, have good and valid title to, or a valid interest in, all of their respective tangible personal assets, free and clear of all Liens, other than (i) Permitted Liens or (ii) Liens that individually or in the aggregate, do not materially interfere with the ability of any Oceanbulk Company to conduct its business as currently conducted.
Tangible Personal Assets. (a) The Companies have good title to, or a valid interest in, all of their tangible personal assets, free and clear of all Liens, other than (i) Liens for current real or personal property Taxes that are not yet due and payable or that may hereafter be paid without material penalty or that are being contested in good faith, (ii) statutory Liens of landlords and workers,’ carriers’ and mechanics’ or other like Liens incurred in the ordinary course of business or that are being contested in good faith, (iii) Liens and encroachments which do not materially interfere with the present or proposed use of the properties or assets they affect, (iv) Liens that will be released prior to or as of the Closing, (v) Liens arising under this Agreement, (vi) Liens created by or through the Buyer, and (vii) Liens set forth in Section 4.9 of the Disclosure Schedule, or (viii) Liens that, individually or in the aggregate, do not materially interfere with the ability of the Companies to conduct their business as currently conducted and do not adversely affect the value of, or the ability to sell, such personal properties and assets (the “Permitted Liens”).
Tangible Personal Assets. Other than the Excluded Assets, except as set forth on Section 3.8 of the Disclosure Schedule, pursuant to the Separation Agreement, the Excluded Assets Assignment Agreement or the Restructuring Transactions, or the vehicles to be acquired by Buyer or its Affiliates as contemplated by Section 1.2(b)(xv), the Company Group has good and marketable title to, a valid leasehold interest in or a valid license to use, all the tangible personal property used by it, located on its premises, or shown on the Latest Balance Sheet or acquired thereafter (the “Tangible Assets”), free and clear of all Liens other than Permitted Liens. Except as set forth on Section 3.8 of the Disclosure Schedule, the Tangible Assets are fit in all material respects for use in the Ordinary Course of Business. Except as set forth on Section 3.8 of the Disclosure Schedule, other than the Holdback Contract and the vehicles to be acquired by Buyer or its Affiliates as contemplated by Section 1.2(b)(xv), the Tangible Assets constitute all the material tangible personal properties and assets necessary for the current operation of the Business, after giving effect to the transactions contemplated by the Separation Agreement, the Excluded Assets Assignment Agreement and the Restructuring Transactions.
Tangible Personal Assets. On November 2, 1997, the Partnership and the Subsidiaries had and, except with respect to tangible personal assets disposed of or acquired in the ordinary course of business and consistent with past practice since such date, the Partnership and the Subsidiaries now have, good and valid title to, or holds by valid and existing lease or license, all the tangible personal assets reflected as assets of the Partnership and the Subsidiaries on the Interim Balance Sheet or which would have been reflected on the Interim Balance Sheet if acquired prior to such date, free and clear of all Encumbrances of any nature except for: (i) Encumbrances which secure indebtedness or obligations which are properly reflected on the Interim Balance Sheet; (ii) liens for Taxes not yet payable or being contested in good faith; (iii) liens arising as a matter of law in the ordinary course of business, provided that the obligations secured by such liens are not delinquent or are being contested in good faith; and (iv) such disposal of assets or imperfections of title and Encumbrances which, individually or in the aggregate, would not have a Material Adverse Effect. Giving effect to the contributions of assets anticipated under Section 5.18 and 5.19, the Partnership and the Subsidiaries own, or have valid leasehold interests in, all material tangible assets necessary to conduct the Business as conducted on the date of this Agreement.
Tangible Personal Assets. The GOGL Companies, in the aggregate, have good and valid title to, or a valid interest in, all of their respective tangible personal assets, free and clear of all Liens, other than (i) Permitted Liens or (ii) Liens that individually or in the aggregate, do not materially interfere with the ability of any GOGL Company to conduct its business as currently conducted.
