Real and Tangible Personal Property. (a) Schedule 4.3(a) sets forth a legal description of the Owned Real Property. Except as set forth on Schedule 4.3(a) hereto, Kxxxx has good and marketable title to the Owned Real Property, free and clear of all Liens. Except as set forth on Schedule 4.3(a) hereto, (i) the buildings, structures, fixtures, building systems and equipment included in the Owned Real Property (collectively, the “Improvements”) are, taken as a whole, in good condition and repair, normal wear and tear excepted, except to the extent the failure to be in such condition or repair does not materially impair the operation of the Owned Real Property as currently conducted and (ii) there are no material structural deficiencies affecting the Improvements. For purposes of the preceding sentence, “material” or “materially” means that the cost to repair or remedy any deficiency or condition would exceed the sum of $10,000. The classification of each parcel of Owned Real Property under applicable zoning laws, ordinances and regulations expressly permits the use and occupancy of such parcel and the operation of the Business as currently conducted thereon (and not merely as a prior non-conforming use or similar designation), and permits the Improvements located thereon as currently constructed, used and occupied. There is no condemnation, expropriation or other proceeding in eminent domain, pending or, to the Knowledge of Sellers, threatened, affecting any parcel of Owned Real Property or any portion thereof or interest therein.
Real and Tangible Personal Property. Except as set forth on Schedule 4.14(a), MDI or its Subsidiaries has valid title to all properties, interests in properties and assets (real and personal) reflected in the Latest Balance Sheet (except properties, interests in properties and assets sold or otherwise disposed of since the date of the Latest Balance Sheet in the ordinary course of business to Persons other than Affiliates of MDI consistent with past practices), free and clear of all Liens, except the Lien of current taxes not yet due and payable. Schedule 4.14(a) hereof lists each piece of real property owned, leased or utilized by MDI and/or its Subsidiaries, including the location thereof and the use to which it is put by MDI and/or any of its Subsidiaries. Each of the leases under which the real properties of MDI and its Subsidiaries are leased is unmodified and in full force and effect and there are no agreements between Stockholder, MDI or any of their respective Subsidiaries and any third parties claiming an interest in MDI's or its Subsidiaries' interest in the leased property occupied by MDI or its Subsidiaries or otherwise affecting its use and occupancy thereof. Neither MDI nor any of its Subsidiaries is in default under any of such leases and no defaults (whether or not subsequently cured) by MDI or its Subsidiaries have been alleged thereunder. To the best of MDI's and Stockholder's knowledge, each lessor named in any of such leases is not in default thereunder, and no defaults by such lessor have been alleged thereunder and are continuing. Schedule 4.14(a) also sets forth, with respect to each lease (capitalized or otherwise) to which MDI or any of its Subsidiaries is a party which is a Material Agreement: (i) the parties to such lease; (ii) the property covered by such lease; (iii) a schedule of payments payable under such lease (both throughout the term of the lease and at the end of the lease); (iv) whether MDI or any of its Subsidiaries has any rights or obligations to acquire any property which is subject to such lease and the price and terms thereof; (v) the term of such lease; and (vi) any options which MDI or any of its Subsidiaries may have to extend the term of such lease. Set forth on Schedule 4.14(a) is a list of the five largest lessors of equipment (measured by dollar volume) to MDI and its Subsidiaries during the fiscal year ended December 31, 1997, and with respect to each, the name and address and the dollar volume involved.
Real and Tangible Personal Property. The Partnership has good title to each item of real property and personal property owned or used by it free and clear of all liens, encumbrances, equities, conditional sales contracts, security interests, charges, claims and restrictions, except those of record., which are listed on Schedule 2.9(a) attached hereto.
Real and Tangible Personal Property. 15 Section 4.7 Condition of Property..........................................................................15 Section 4.8 Litigation.....................................................................................15 Section 4.9 Loans..........................................................................................15 Section 4.10 Limitation of Representations and Warranties...................................................16
Real and Tangible Personal Property. (a) Section 16(a) of the Disclosure Schedule sets forth an accurate and complete list of (i) each Real Property owned, leased or used by the Company or otherwise necessary for the business of the Company as heretofore conducted, presently conducted and proposed to be conducted, and (ii) all Encumbrances relating to or affecting any Real Property. For all purposes under this Agreement, “Real Property” means (x) all real properties owned by the Company or in which the Company has any interest (including without limitation the right to use), together with all buildings, fixtures, plant and other improvements located thereon or attached thereto, and (y) all of the Company’s rights arising out of the ownership or use thereof, and all subleases, franchises, licenses, permits, easements, and rights-of-way which are appurtenant thereto. Except as disclosed in Section 16(a) of the Disclosure Schedule, the Company has (i) good and marketable title to and ownership of each of its owned Real Property, and (ii) a right of prior and continuing possession to each other Real Property, whether such right arises by virtue of a lease, easement, license or otherwise, in each case free of any Lien or Other Encumbrance. All of the buildings, fixtures and other improvements constituting a part of the Real Property are in good operating condition and repair. The Company is not in default under any agreements with respect to any of the leased Real Property and the other parties to such agreements are not in default of any mortgage, covenant or other agreement relating to the leased Real Property.
Real and Tangible Personal Property. (a) The Companies and each of their Subsidiaries have good and valid title to, or a valid license or leasehold interest in, all tangible personal property required for the continued operation of the businesses of the Companies and their Subsidiaries, free and clear of any Liens, except Permitted Exceptions.
Real and Tangible Personal Property. 8 4.15 Material Contracts and Commitments.............................. 8 4.16 Insurance....................................................... 10 4.17 Employees, Consultants, Etc..................................... 10 4.18
Real and Tangible Personal Property. (a) The Disclosure Schedule contains an accurate list of all real property leased by the Company. The Company does not own, nor has it ever owned, any real property.
Real and Tangible Personal Property. (a) Section 2.14(a) of the Disclosure Schedule sets forth an accurate and complete description of each Real Property owned, leased or used by the Company or otherwise necessary for the business of the Company as heretofore conducted. The Company has (i) good and marketable title to and ownership of each of its owned Real Property, and (ii) a right of prior and continuing possession to each other Real Property, whether such right arises by virtue of a lease, easement, license or otherwise, in each case free of any Lien. All of the buildings, fixtures and other improvements constituting a part of the Real Property are in good operating condition and repair. The Company is not in default under any agreements with respect to any of the leased Real Property, and to its knowledge, the other parties to such agreements are not in default of any mortgage, covenant or other agreement relating to the leased Real Property.
Real and Tangible Personal Property. (a) Schedule 2.1(d) lists and describes briefly all of the Business Real Property. Schedule 1.1(c) sets forth a true, correct and complete list, as of the date of this Agreement, of all Contracts pursuant to which Seller occupies or uses such real property. Seller has delivered to Buyer true, correct and complete copies of all such Contracts.
