Common use of Tangible Property and Assets Clause in Contracts

Tangible Property and Assets. The Company and its Subsidiaries have good and marketable title to, or have valid leasehold interests in or valid rights under contract to use, all tangible property and assets used in and, individually or in the aggregate, material to the conduct of the businesses of the Company and its Subsidiaries taken as a whole, free and clear of all Liens other than: (i) any statutory Lien arising in the ordinary course of business by operation of law with respect to a liability that is not yet due or delinquent and (ii) any minor imperfection of title or similar Lien which individually or in the aggregate with other such Liens does not impair the value of the property or asset subject to such Lien or the use of such property or asset in the conduct of the business of the Company or any such Subsidiary. All such property and assets having a fair market value of Ten Thousand Dollars ($10,000) or more as of the date hereof are in good working order and condition, ordinary wear and tear excepted, and adequate and suitable for the purposes for which they are presently being used. To the Company's knowledge, all such property and assets having a fair market value of less than Ten Thousand Dollars ($10,000) as of the date hereof are in good working order and condition, ordinary wear and tear excepted, and adequate and suitable for the purposes for which they are presently being used. Neither the Company nor any Company Subsidiary owns any real property. Upon the consummation of the Merger, the Surviving Corporation will own or have the use of all assets which are necessary and appropriate to operate the businesses of the Company and the Company Subsidiaries as currently conducted or as currently contemplated to be conducted.

Tangible Property and Assets. The Company (a) PHC and its the Subsidiaries have good and marketable title to, or have valid fee simple title or leasehold interests in in, as applicable, or valid rights under contract to use, all tangible property and assets owned and/or used in and, individually or in the aggregate, material to the conduct of its or their businesses including all tangible property and assets reflected on the businesses latest audited balance sheet included in the PHC Financial Statements, other than property or assets disposed of since such date or held subject to a lease or other contract permitted to expire in accordance with its terms since such date, in either case in the Company ordinary course of business (the "Tangible Property and its Subsidiaries taken as a whole, Assets"). (b) PHC's title to the Tangible Property and Assets described in clause (a) is free and clear of all Liens other than: than (i) any statutory Lien arising in the ordinary course of business by operation of law with respect to a liability that is not yet due or delinquent and (ii) any minor imperfection of title or similar Lien which individually or in the aggregate with other such Liens does not materially impair the value of the property or asset subject to such Lien or the use of such property or asset in the conduct of the business of PHC and the Company or Subsidiaries taken as a whole and (iii) any such SubsidiaryLien which shall be satisfied and released of record as of the Closing Date. All such property and assets having a fair market value of Ten Thousand Dollars ($10,000) or more as of the date hereof are are, in all material respects, in good working order and condition, ordinary wear and tear excepted, and and, to the knowledge of PHC, adequate and suitable for the purposes for which they are presently being used. To the Company's knowledge, all such property and assets having a fair market value of less than Ten Thousand Dollars . ($10,000c) as of On the date hereof and on the Closing Date, the inventory and consumable supplies located at and used in connection with the operation of the Leased PHC Facilities are and shall be in a good working order and condition, ordinary wear useable condition and tear excepted, sufficient in quantity and adequate and suitable for quality to operate such Leased PHC Facilities in a manner consistent with the purposes for which they are presently being used. past practices of PHC. (d) Neither the Company PHC nor any Company Subsidiary owns any real property. Upon the consummation of the Merger, the Surviving Corporation will own Subsidiaries has received notice of any pending or have the use threatened condemnation or taking by power of all assets which are necessary and appropriate to operate the businesses eminent domain or otherwise of any of the Company Tangible Assets or Property or, with respect to PHC's corporate office, any notice of any tax or special lien or assessment which would not be paid in full by the Closing Date. (e) Except as set forth in the PHC Disclosure Documents, neither PHC nor any of the Subsidiaries has notice that any of the Tangible Assets or Property is not in compliance with applicable building or zoning codes and the Company Subsidiaries as currently conducted or as currently contemplated to be conductedordinances.

Tangible Property and Assets. (a) The Company and its the Subsidiaries have good and marketable title to, or have valid fee simple title or leasehold interests in in, as applicable, or valid rights under contract to use, all tangible property and assets owned and/or used in and, individually or in the aggregate, material to the conduct of its or their businesses (including all tangible property and assets reflected on the businesses latest audited balance sheet included in the Company Financial Statements, other than property or assets disposed of since such date or held subject to a lease or other contract permitted to expire in accordance with its terms since such date, in either case in the ordinary course of business,) which property and assets include the Company's corporate office building located in Portland, Oregon, which the Company represents and warrants is the only real property owned by it as of the Company date here of (the "Tangible Property and its Subsidiaries taken as a whole, Assets"). (b) The Company's title to the Tangible Property and Assets described in clause (a) is free and clear of all Liens other than: than (i) any statutory Lien arising in the ordinary course of business by operation of law with respect to a liability that is not nor yet due or delinquent and (ii) any minor imperfection of title or similar Lien which individually or in the aggregate with other such Liens does not materially impair the value of the property or asset subject to such Lien or the use of such property or asset in the conduct of the business of the Company or and the Subsidiaries taken as a whole and (iii) any such SubsidiaryLien which shall be satisfied and released of record as of the Closing Date. All such property and assets having a fair market value of Ten Thousand Dollars ($10,000) or more as of the date hereof are are, in all material respects, in good working order and condition, ordinary wear and tear excepted, and and, to the knowledge of the Company, adequate and suitable for the purposes for which they are presently being used. To the Company's knowledge, all such property and assets having a fair market value of less than Ten Thousand Dollars . ($10,000c) as of On the date hereof and on the Closing Date, the inventory and consumable supplies located at and used in connection with the operation of the Leased Company Facilities are and shall be in a good working order and condition, ordinary wear useable condition and tear excepted, sufficient in quantity and adequate and suitable for quality to operate such Leased Company Facilities in a manner consistent with the purposes for which they are presently being used. past practices of the Company. (d) Neither the Company nor any Company Subsidiary owns any real property. Upon the consummation of the MergerSubsidiaries has received notice of any pending or threatened condemnation or taking by power of eminent domain or otherwise of any of the Tangible Assets or Property or, with respect to the Surviving Corporation will own Company's corporate office, any notice of any tax or have special lien or assessment which would not be paid in full by the use of all assets which are necessary and appropriate to operate the businesses Closing Date. (e) Except as set forth in Section 3.17(e) of the Company and Disclosure Letter, neither the Company nor any of the Subsidiaries as currently conducted has notice that any of the Tangible Assets or as currently contemplated to be conductedProperty is not in compliance with applicable building or zoning codes and ordinances.