REAL AND PERSONAL PROPERTY; TITLE TO PROPERTY Sample Clauses

REAL AND PERSONAL PROPERTY; TITLE TO PROPERTY. LEASES. Seller has (and, at Closing, Company will have) good, and in the case of real property, marketable, title to or other right to use pursuant to leases, free of Encumbrances other than Permitted Encumbrances, (a) all items of real property necessary to the conduct of the Xxxxxx Transferred Business as conducted on the date hereof, including fees, leaseholds and other interests in such real property, and (b) such other tangible assets and properties that are necessary to the conduct of the Xxxxxx Transferred Business as conducted on the date hereof, except (i) assets and properties that may be necessary to the conduct of the Transferred Business and that will be provided or otherwise made available to Company or Buyer pursuant to the Commercial Agreements and (ii) in the case of tangible assets and properties only, where the failure to have such title or right to use would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Section 3.7 of Seller's Disclosure Schedule lists all parcels of real property leased to Seller and used in the conduct of the Xxxxxx Transferred Business as conducted on the date hereof and each such lease is valid and enforceable except where the failure to be valid and enforceable would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
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REAL AND PERSONAL PROPERTY; TITLE TO PROPERTY. Leases. Seller has (and, at Closing, Company will have) good, and in the case of real property, marketable, title to or other right to use pursuant to leases, free of Encumbrances other than Permitted Encumbrances, (a) all items of real property necessary to the conduct of the Transferred Business as conducted on the date hereof, including fees, leaseholds and other interests in such real property, and (b) such other tangible assets and properties that are necessary to the conduct of the Transferred Business as conducted on the date hereof, except, (i) assets and properties that may be necessary to the conduct of the Transferred Business and that will be provided or otherwise made available to Company or Buyer pursuant to the Commercial Agreements, and (ii) in the case of tangible
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REAL AND PERSONAL PROPERTY; TITLE TO PROPERTY. LEASES. -----------------------------------------------------
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REAL AND PERSONAL PROPERTY; TITLE TO PROPERTY. LEASES. Neither the Company nor ARA owns any real property. The Company and ARA have title to or other right to use, free of Encumbrances, all items of real property, including fees, leaseholds, easements and all other interests in real property, and such other assets and properties that are material to the Business, except for Permitted Encumbrances. All material tangible assets and properties of the Company and ARA that are used in or intended to be used in the Business or otherwise used by the Company or ARA or reflected on the Financial Statements (other than Inventory sold or otherwise disposed of in the ordinary course of business) are in a good state of maintenance and repair (except for ordinary wear and tear) and are adequate for the Business. Section 3.2I of the Disclosure Schedule sets forth each parcel of Leased Real Property. The Company has made available to the Buyer true and complete copies of each lease for each parcel of Leased Real Property (the "Leases") and, to the extent in the possession of the Company or ARA, all the title insurance policies, title reports, surveys, mortgages, easements, certificates of occupancy, environmental reports and audits, appraisals, Permits, other title documents relating to the Leased Real Property. Either the Company or ARA, as the case may be, is in peaceful and undisturbed possession of all space that it is currently entitled to possess under such Lease and no rights adverse to the rights of the Company or ARA, to the knowledge of ARA or the Company, have been asserted by any Person and there are no contractual or legal restrictions that preclude or materially restrict the ability to use the premises for the purposes for which they are currently being used. Neither the Company nor ARA has leased or subleased any parcel or any portion of any parcel of Leased Real Property to any other Person. Neither the Company nor ARA holds any option, right of first refusal or similar right to purchase any additional parcel or real property or any portion thereof or interest therein. All material Leased Real Property held by the Company or ARA as lessee are held under valid, binding and enforceable leases, and neither ARA nor the Company has received any written notice of any default under any such Lease. To the knowledge of the Company and ARA, there are no condemnation proceedings or eminent domain proceedings of any kind pending or threatened against the Leased Real Property. To the knowledge of the Company and AR...
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Related to REAL AND PERSONAL PROPERTY; TITLE TO PROPERTY

  • Title to Real and Personal Property The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

  • Real and Personal Property The Company has good and marketable title to, or has valid rights to lease or otherwise use, all items of real and personal property that are material to the business of the Company free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use of such property by the Company or (ii) would not reasonably be expected to have a Material Adverse Effect.

  • Fixtures and Personal Property All machinery, equipment, fixtures (including, but not limited to all heating, air conditioning, plumbing, lighting, communications and elevator fixtures) and other property of every kind and nature whatsoever owned by Borrower, or in which Borrower has or shall have an interest, now or hereafter located upon the Land or the Improvements, or appurtenant thereto, and used in connection with the present or future operation and occupancy of the Land and the Improvements and all building equipment, materials and supplies of any nature whatsoever owned by Borrower, or in which Borrower has or shall have an interest, now or hereafter located upon the Land and the Improvements, or appurtenant thereto, or used in connection with the present or future operation and occupancy of the Land and the Improvements (collectively, the "Personal Property"), and the right, title and interest of Borrower in and to any of the Personal Property which may be subject to any security interests, as defined in the Uniform Commercial Code, as adopted and enacted by the state or states where any of the Property is located (the "Uniform Commercial Code"), superior in lien to the lien of this Security Instrument and all proceeds and products of the above;

  • Real Property; Title to Assets (a) The Company does not own any real property.

  • Title to Property The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(t) or such as would not have a Material Adverse Effect. Any real property and facilities held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as would not have a Material Adverse Effect.

  • Personal Property 16 5.15 Significant Customers; Material Contracts and Commitments.......16 5.16

  • Title to Property; Encumbrances (a) The Company does not own any real property or any Structures.

  • Title to Properties The Company and each Subsidiary have good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of their respective businesses, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date, the property of the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.

  • Title to Property and Encumbrances The Company has good and valid title to all properties and assets used in the conduct of its business (except for property held under valid and subsisting leases which are in full force and effect and which are not in default) free of all Liens except Permitted Liens and such ordinary and customary imperfections of title, restrictions and encumbrances as do not in the aggregate constitute a Company Material Adverse Effect.

  • Title to Property; Liens The Borrower has good and marketable title to all property purported to be owned by it subject to no Liens other than Permitted Liens.

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