Assets of the Company. Any indemnification under this Article VIII shall be satisfied solely out of the assets of the Company. No debt shall be incurred by the Company or the Member in order to provide a source of funds for any indemnity, and the Member shall not have any liability (or any liability to make any additional Capital Contribution) on account thereof.
Assets of the Company. The Company owns, or has valid leasehold interests in, or licenses to, all of the assets required or necessary to operate the Business of the Company as it is now being conducted. Except for liens reflected on the May 31, 2008 balance sheet, or on Schedule 3.5 hereof, the Company’s assets are free and clear of all liens.
Assets of the Company. The Company shall contribute, transfer or assign all of its material, tangible assets, other than its right, title and interest in the Note Collateral, to NLC or any other Subsidiary as soon as reasonably practicable after the Company has the legal right to contribute, transfer or assign such material, tangible assets, whether such assets are owned on the date hereof or subsequently become owned by the Company; provided, however, that nothing contained in this Section 4.22 shall require the Company to contribute, transfer or assign its right, title and interest in cash and/or cash equivalents to NLC or any other Subsidiary.
Assets of the Company. (a) Except as set forth on Schedule 4.4(a), the Company has good title to, or the right to use pursuant to valid leases or licenses, all assets necessary or appropriate for the continued operation of the Company’s business, free and clear of all liens, charges, encumbrances, or other claims (other than Permitted Liens).
Assets of the Company. The Company has perfect title to all of the tangible or intangible property listed in the Financial Statements, including such assets that were acquired subsequent to the last balance sheet corresponding to the normal course of business. None of the assets of the Company are subject to encumbrances, pledges or claims of any type whatsoever. The assets currently used by the Company in its operations are in good condition and have been maintained and cared for according to their intended use. Appendix 4.7 herein lists the assets owned by the Company.
Assets of the Company. (a) The Assets of the Company and other assets reflected in the Books and Records of the Company constitute all of the assets and rights which are used or useful in the Business as currently conducted and presently proposed to be conducted;
Assets of the Company. Except as set forth in Section 3.14 of the Disclosure Schedule, the Company has good and marketable title or a valid right to use all of the real properties, personal assets, Intellectual Property, and other properties owned, licensed or leased or otherwise used by the Company or any of its Subsidiaries (“Assets”) that are necessary for the conduct of the business of the Company or any of its Subsidiaries as currently conducted and as currently proposed to be conducted, free and clear of all Liens, except such imperfections of title and encumbrances, if any, which are not material in character, amount or extent, and which do not materially detract from the value, or materially interfere with the present use of the property subject thereto or affected thereby. There are no actual, pending or, to the Company’s Knowledge, threatened claims against the Assets that could give rise to a Lien, or acts or incidents which could give rise to any such claims, relating to or arising out of the Assets or the operation of the business of the Company or any of its Subsidiaries. The Company and its Subsidiaries have the right to transfer all of their right, title and interest in the licenses included in the Assets without any consent, and the transfer contemplated hereby will not affect their validity or enforceability. The Company and its Subsidiaries own or lease all buildings, machinery, equipment, and other tangible Assets necessary for the conduct of their business as presently conducted and as presently proposed to be conducted. Each such tangible Asset is free from defects (patent and latent), has been maintained in accordance with normal industry practice, is in good operating condition and repair (subject to normal wear and tear), and is suitable for the purposes for which it presently is used and presently is proposed to be used.
Assets of the Company. The Company does not hold or own any assets other than the Receivables and the other Company Assets. The Company has good and valid title to the Receivables and all other Company Assets, in each case free and clear of all mortgages, liens, security interests, charges, easements, leases, subleases, covenants, rights of way, options, claims, restrictions or encumbrances of any kind (collectively, “Liens”). None of the Mortgage Contracts or Non-Mortgage Contracts that constitute or evidence the Receivables has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person (other than the Administrative Agent).
Assets of the Company. (a) Except as set forth on Schedule 6.11, the assets, properties and rights of the Company and its Subsidiaries to be indirectly acquired by the Buyer as a result of its acquisition of the Shares pursuant to this Agreement constitute all of the material assets, properties and rights which are used in the conduct of their businesses as currently conducted. Except as set forth on Schedule 6.11, such material assets, properties and rights are in the aggregate sufficient for the continued conduct of the businesses of the Company and its Subsidiaries as currently conducted.