Real Property and Assets. (a) Schedule 4.9(a) is a true, correct and complete list of (i) each parcel or tract of Owned Real Property, (ii) each parcel or tract of Leased Real Property, and (iii) each Real Property Lease. The Real Property constitutes all of the real property owned, leased, subleased, licensed, used, operated, occupied or otherwise held (whether or not occupied, and including any leases or other occupancy agreements assigned or leased premises sublet for which any Company remains liable) by any Company.
Real Property and Assets. (i) §3(l)(i) of the Disclosure Schedule lists and describes briefly all real property owned by the Company or any of its Subsidiaries (the “Owned Real Property”). With respect to each such parcel of Owned Real Property and except for matters that would not be reasonably expected to have a Material Adverse Effect or as otherwise disclosed on §3(l)(i) of the Disclosure Schedule: (a) the Company or its Subsidiaries has good and marketable fee simple title to the parcel and the improvements located thereon, free and clear of all Security Interests, except Permitted Liens; (b) there are no leases, subleases, options or other agreements, written or oral, granting to any party or parties the right of use or occupancy or the right to otherwise obtain title of such parcel or any portion thereto (except for which public notice has been provided or has been disclosed in a survey); and (c) there are no parties (other than the Company and/or any of its Subsidiaries) who are in possession of or who are using any such parcel.
Real Property and Assets. Except as set forth in Section 2(q) of the Disclosure Schedule, the Company or a Company Subsidiary has good and valid title to, or has a valid leasehold interest in, or has a valid license to use, the real property, tangible properties and physical assets used by it and necessary for the conduct of its business as presently conducted, located on its premises or shown on the consolidated balance sheet of the Company and the Company Subsidiaries as of December 31, 2011 as included in the 2011 Form 10-K or acquired thereafter (except for properties and assets disposed of in the ordinary course of business since December 31, 2011), free and clear of all Liens that would materially affect the value thereof or materially interfere with the use made thereof.
Real Property and Assets. (i) The Company has good and transferable title to all of its assets of material value to it whether real, personal, tangible or intangible which are reflected on the Current Balance Sheet, free and clear of all Liens except for: (A) Liens that are reflected in the Current Balance Sheet; (B) Liens for current taxes not yet delinquent; (C) assets sold or transferred in the ordinary course of business and consistent with prudent business practice since the date of the Current Balance Sheet; and (D) restrictions imposed by Law and easements and restrictions which are neither individually nor in the aggregate material to the Company or its Business Condition.
Real Property and Assets. Except as set forth in Section 3.1(s) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries owns any Real Property. The only real property owned by the Company is corporate housing immaterial to the operations of the Company. The Company and each of its Subsidiaries has valid leasehold interests in certain Real Property, which it holds under the leases or subleases described in Section 3.1(s) of the Disclosure Schedule (the “Leased Real Property”) free and clear of all Liens, except for Permitted Liens. The Leased Real Property constitutes all of the facilities used or occupied by the Company and the Subsidiaries in the conduct of their respective business as currently conducted. With respect to the Leased Real Property: (i) to the Knowledge of Seller, the Company or one of its Subsidiaries has all easements and rights necessary to conduct its business, as currently conducted; (ii) no portion thereof is, to the Knowledge of Seller, subject to any pending or threatened condemnation proceeding or proceeding by any Governmental Entity; (iii) since September 16, 2011, neither the Company nor any of its Subsidiaries has received written notice, and Seller has no Knowledge, of any leases, subleases, licenses, concessions or other agreements, written or oral, granting to any other party or parties the right of use or occupancy of any portion of any parcel of Leased Real Property; (v) since September 16, 2011, neither the Company nor any of its Subsidiaries has received written notice, and Seller has no Knowledge, of any outstanding options or rights of first refusal held by any other person to purchase any parcel of Leased Real Property, or any portion or interest therein; (vi) since September 16, 2011, neither the Company nor any of its Subsidiaries has received written notice, and Seller has no Knowledge, of any parties (other than the Company or any of its Subsidiaries) being in possession of any parcel of Leased Real Property, other than tenants under any leases of the Leased Real Property who are in possession of space to which they are entitled; (vii) the Leased Real Property has been supplied with utilities and other services reasonably necessary for the operation of the Company’s or one of its Subsidiaries’ business; and (viii) each parcel of Leased Real Property abuts on and has direct vehicular access to a public road or access to a public road; (ix) there exist no defaults by the Company or any of its Subsidiaries or, to the Knowl...
Real Property and Assets. Section 4.16 of the F&M Disclosure Schedule contains a complete and accurate legal description of each parcel of real property owned or leased by F&M and F&M Bank (the "Real Property"). All improvements to the Real Property are in good condition and repair, ordinary wear and tear excepted. No Affiliate of F&M has any interest, directly or indirectly, in the Real Property. The Real Property and all improvements thereon and uses thereof have been developed in accordance with and do not violate or conflict with any applicable building, occupancy, and zoning Laws or any covenants, conditions, restrictions or easements that may affect the Real Property. No unpaid special or general assessments of the Real Property have been levied or, to the Knowledge of F&M, are threatened against all or part of the Real Property. Each of F&M and F&M Bank has good and marketable title in and to all of the Real Property owned by it, free and clear of all Liens, encumbrances, rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature. Each of F&M and F&M Bank holds valid leasehold interests in the Real Property leased by it. None of the Real Property is subject to any decree or order of any Governmental Entity to be sold or condemned, expropriated or otherwise taken with or without payment of compensation therefor, nor to the Knowledge of F&M is any such proceeding threatened.
Real Property and Assets. (a) Section 4.7(a) of the Disclosure Schedule lists all interests in real property either owned by the Company or its Subsidiaries (each such real property interest, together with any improvements, easements and other rights on or appurtenant thereto, the “Owned Real Property”) or leased, licensed, subleased, occupied or used by the Company or its Subsidiaries (the “Leased Real Property” and together with the Owned Real Property, the “Real Property”), in each case, as of the date hereof. The Company or one of its Subsidiaries has (i) good, valid and marketable fee simple title to the Owned Real Property listed in Section 4.7(a) of the Disclosure Schedule, and (ii) a good and valid leasehold interest in the Leased Real Property listed in Section 4.7(a) of the Disclosure Schedule, in each case free and clear of all Liens except for Permitted Liens and except as set forth in Section 4.7(a) of the Disclosure Schedule. Except as set forth in Section 4.7(a) of the Disclosure Schedule and except for Permitted Liens, no Person has any option or right to purchase or acquire any ownership interest in the Owned Real Property. Neither the Company nor any of its Subsidiaries is a party to any lease, license, sublease or other similar agreement granting to any Person the right of use or occupancy of any material portion of the Owned Real Property.
Real Property and Assets. Section 4.22.1 Except as set forth in Section 4.22 of Exhibit C Seller’s Disclosure Schedule, the personal property of the Acquired Companies will, as of the Closing Date, constitute all of the personal property required to conduct the Acquired Companies’ businesses in all material respects as conducted on the date hereof. Each Acquired Company has good and marketable title to, or in the case of leased assets, valid leasehold interests in, all of its assets, free and clear of any Liens except Permitted Liens.
Real Property and Assets. (a) None of the Company or any of its Subsidiaries owns any real property. Section 4.7(a) of the Company Disclosure Schedule lists (by address or legal description) all interests in real property leased, licensed, subleased, occupied or used by the Company or any of its Subsidiaries (the “Company Leased Real Property”), in each case, as of the date hereof. Except as set forth in Section 4.7(a) of the Company Disclosure Schedule, the Company or one of its Subsidiaries has a good and valid leasehold interest in the Company Leased Real Property listed in Section 4.7(a) of the Company Disclosure Schedule, in each case free and clear of all Liens except for Permitted Liens, and any exceptions that would not reasonably be expected to materially and adversely affect the use of such Company Leased Real Property as such property is used as of the date of this Agreement.
Real Property and Assets. MVB has all necessary right, title and interest in and to all of its real and personal property, except for Liens and security interests of record, liens and security interests that do not in the aggregate exceed $10,000, or liens and security interests that arise in the ordinary course of business, or which do not materially impair the ownership of such property. All real property owned or leased by MVB is owned or leased free and clear of all Liens, encumbrances, rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except for Liens and security interests of record, liens and security interests that do not in the aggregate exceed $10,000, or liens and security interests that arise in the ordinary course of business, or which do not materially impair the ownership of such property, and no such property is subject to any governmental decree or order to be sold or condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor to the Knowledge of MVB is any such proceeding threatened.
