Properties and Contracts. Except as otherwise set forth in the Annual Report or such as would not have a Material Adverse Effect, the Company and each Subsidiary has good and marketable title, free and clear of all Liens (except Liens for taxes not yet due and payable), to all property and assets described in the Annual Report as being owned by it. All leases to which the Company or any Subsidiary is a party are valid and binding and no default has occurred or is continuing thereunder, which might result in a Material Adverse Effect, and the Company and each Subsidiary enjoy peaceful and undisturbed possession under all such leases to which any of them is a party as lessee with such exceptions as do not materially interfere with the use made by the Company or such Subsidiary.
Properties and Contracts. Schedule 3.8A sets forth a complete and ------------------------ accurate list of the Properties, along with the number of Units for each Property. Schedule 3.8B contains a complete and accurate list of all Contracts being transferred hereunder, including (a) all Right of Entry Agreements, (b) all Hub Site Agreements, (c) all fiber leases, (d) all retransmission agreements, and (e) all customer service agreement for Subscribers at the Properties. The Right of Entry Agreements set forth on Schedule 3.8B constitute all of the agreements under which Sellers provide Services to residential multiple dwelling units in the Market. The Hub Site Leases set forth on Schedule 3.8B constitute all the point-to-point microwave hub site agreements used by Sellers for the providing of Services to the Properties. The fiber leases set forth on Schedule 3.8B constitute all of the fiber leases used by Sellers for the providing of Services to the Properties. Except for agreements with ABC, CBS, and NBC, the retransmission agreements set forth on Schedule 3.8B constitute the only retransmission agreements used by the Sellers for the providing of Services to the Properties. The Subscriber Contracts set forth on Schedule 3.8B constitute all of the Subscriber Contracts used by the Sellers for the providing of Services to the Properties. Except as described in Schedule 3.8C, each Contract is in full force and effect and constitutes a valid and binding obligation of the parties, enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting generally the enforcement of creditors' rights and by general principles of equity. Except as described in Schedule 3.8C: (a) Seller is not, nor has any event or condition occurred or become known to any Seller that constitutes or, with notice or the passage of time, or both, would constitute a default by any Seller under any of the Contracts; (b) to the best of Sellers' knowledge, no other party to any of the Contracts is in default under any of the Contracts; (c) to the best of Seller's knowledge, no other Person is providing video programming services to any of the Properties and no other Person has asserted any such right to any Seller to provide video programming services to the Properties, except as otherwise required or permitted by law; and (d) there is no material agreement, arrangement or understanding, other than as contained in the Contr...
Properties and Contracts. Each of the Company and its Subsidiaries has good and defensible title to all property included in the financial information provided to Purchasers (except for the real estate in Lubbock, Texas sold by a Subsidiary of the Company in December 2004 and disclosed in a recent SEC Filing), free and clear of all liens, charges, encumbrances or restrictions, except (i) liens granted to a lender by the Company or a Subsidiary of the Company, (ii) statutory liens in favor of taxing authorities or others, and (iii) to the extent the failure to have such title or the existence of such liens, charges, encumbrances or restrictions would not reasonably be expected to have a Material Adverse Effect. All material Contracts are valid, binding and enforceable against the Company or its Subsidiaries, as applicable, and, to the knowledge of the Company, are valid, binding and enforceable against the other party or parties thereto and are in full force and effect with only such exceptions as would not reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries, and to their best knowledge, the other parties thereto, are not in default under any of the material Contracts, which default would reasonably be expected to have a Material Adverse Effect.
Properties and Contracts. 12 Section 3.13
Properties and Contracts. (a) Each of the Borrower Parties and their respective Subsidiaries has good title to, or valid leasehold interests in, or the right to use, the Real Property and all personal property material to its business, free and clear of all Liens, except for Permitted Liens and other minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes.
Properties and Contracts. Each of Amen and its Subsidiaries has good and defensible title to all property included in the financial statements included in its SEC Filings, free and clear of all liens, charges, encumbrances or restrictions, except (i) liens granted to a lender by Amen or a Subsidiary of Amen as described in the SEC Filings, (ii) statutory’ liens’ in favor of taxing authorities or others, and (iii) to the extent the failure to have such title ‘01’ the existence of such liens, charges, encumbrances or restrictions would not reasonably be expected to have a Material Adverse Effect. All material Contracts are valid, binding and enforceable against Amen or its Subsidiaries, as applicable, and, to the knowledge of Amen, are valid, binding and enforceable against the other par or parties thereto and are in full force and effect with only such exceptions as would not reasonably be expected to have a Material Adverse Effect. Amen and its Subsidiaries, and to their best knowledge, the other parties thereto, are not in default under any of the material Contracts, which default would reasonably be expected to have a Material Adverse Effect.
Properties and Contracts. 9 2.9 Litigation........................................................................................ 10 2.10
Properties and Contracts. (a) TMAI owns, or is licensed to use, or leases, all property and assets, real and personal, tangible and intangible, used in or necessary for the conduct of its business as currently conducted, except in those cases where the failure so to own, license or lease would not have a Material Adverse Effect on TMAI and except as this subsection (a) may relate to TMAI Intellectual Property which is addressed exclusively by Section 2.10 below. (b) To the knowledge of TMAI, (i) all of the material contracts of TMAI are presently valid and existing and in full force and effect, and (ii) there is no violation or default or claim of violation or default by any party thereto and no condition or event has occurred which with notice or lapse of time or both 9
Properties and Contracts. Except for Contracts evidencing Loans made by Company Bank in the ordinary course of business consistent with past practice, Company Schedule 4.18 lists or describes the following with respect to Company and each Company Subsidiary:
Properties and Contracts. Except for Contracts evidencing Loans made by MidWestOne Bank in the ordinary course of business consistent with past practice, Schedule 4.18 lists or describes the following with respect to MidWestOne and each MidWestOne Subsidiary:
