TITLE; CONDITION OF PROPERTY Sample Clauses

TITLE; CONDITION OF PROPERTY. (a) Except as set forth in Section 2.8 of the Disclosure Schedule, the Company has good title to all of its property and assets, real, personal or mixed, tangible or intangible, free and clear of all liens, security interests, charges and other encumbrances of any kind.
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TITLE; CONDITION OF PROPERTY. (a) Except as set forth on Section 4.10(a)(i) of the Company Disclosure Schedule, the Companies and the Company Subsidiaries have good and valid title to (or a valid leasehold interest in (subject to the terms of the applicable lease) or other right to use, as the case may be) the assets, rights and properties shown to be owned by the Companies or the Company Subsidiaries on the balance sheet contained within the Financial Statements, free and clear of all Liens, other than Permitted Liens (except for such assets, rights and properties as have been disposed of by any of the Companies after the Balance Sheet Date in the ordinary course of business). Except as set forth on Section 4.10(a)(ii) of the Company Disclosure Schedule, the assets, rights and properties owned or leased by the Companies or the Company Subsidiaries, or any of them, constitute all material property, real and personal, tangible and intangible, used by the Companies and the Company Subsidiaries to conduct the business of the Companies and the Company Subsidiaries as currently conducted in the ordinary course of business and are sufficient to conduct such business as now conducted following the Closing.
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TITLE; CONDITION OF PROPERTY. (a) Except as set forth in Section 5.8 of the Buyer Disclosure Schedule, the Buyer has good title to all of its property and assets, real, personal or mixed, tangible or intangible, free and clear of all liens, security interests, charges and other encumbrances of any kind.
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TITLE; CONDITION OF PROPERTY. (a) The Companies have good and valid title to (or a valid leasehold interest in (subject to the terms of the applicable lease) or other right to use, as the case may be) the material assets, rights and properties shown to be owned by the Companies on the balance sheets contained within the Financial Statements or used by the Companies in the conduct of their business as currently conducted, free and clear of all Liens, other than Permitted Liens (except for such assets, rights and properties as have been disposed of by any of the Companies after the Balance Sheet Date in the ordinary course of business). Except as set forth on Section 4.10(a) of the Company Disclosure Schedule, the assets, rights and properties owned or leased by the Companies, or any of them, constitute all material property, real and personal, tangible and intangible, used by the Companies to conduct the business of the Companies as currently conducted in the ordinary course of business.
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TITLE; CONDITION OF PROPERTY. Sellers have good and marketable title to all of the Assets, free of Encumbrances, except the Encumbrances in favor of Sellers' lenders listed on Schedule 3.7 attached hereto. All of the Assets are in good operating condition and repair.
Sample 1
TITLE; CONDITION OF PROPERTY. The Buyer has good title to all of its property and assets, real, personal or mixed, tangible or intangible, free and clear of all liens, security interest, charges and encumbrances of any kind, except for any liens, security interests, charges or other encumbrances that would not have a Material Adverse Effect.
Sample 1

Related to TITLE; CONDITION OF PROPERTY

  • Condition of Property Seller or the originator of the Mortgage Loan inspected or caused to be inspected each related Mortgaged Property within six months of origination of the Mortgage Loan and within twelve months of the Cut-off Date. An engineering report or property condition assessment was prepared in connection with the origination of each Mortgage Loan no more than twelve months prior to the Cut-off Date. To Seller’s knowledge, based solely upon due diligence customarily performed in connection with the origination of comparable mortgage loans, as of the Closing Date, each related Mortgaged Property was free and clear of any material damage (other than (i) deferred maintenance for which escrows were established at origination and (ii) any damage fully covered by insurance) that would affect materially and adversely the use or value of such Mortgaged Property as security for the Mortgage Loan.

  • Condition of Properties All facilities, machinery, equipment, fixtures and other properties owned, leased or used by the Company are in reasonably good operating condition and repair, subject to ordinary wear and tear, and are adequate and sufficient for the Company’s business.

  • Inspection of Property The Borrower and each of its Subsidiaries will keep proper books and records in accordance with GAAP and will permit reasonable examinations of its books and records and reasonable inspections of its property (subject to reasonable procedures relating to safety and security), accompanied by personnel of the Borrower, by the Administrative Agent and any Lender and/or their respective accountants or other professional advisers; provided that such examinations and inspections (a) will occur not more frequently than once in any calendar year, with reasonable efforts to make combined visits (unless a Default or an Event of Default has occurred and is continuing in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visits), (b) will be at the sole expense of the Administrative Agent and/or requesting Lender, as the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at the expense of the Borrower), (c) will be undertaken at reasonable times following the provision of written notice in advance to the Borrower, and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non−financial trade secrets or non-financial confidential proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective Affiliates, representatives, contractors, accountants or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation of this Agreement, (iii) that is subject to attorney−client or similar privilege or constitutes attorney work product, or (iv) in the case of any discussions with accountants, only if the Borrower has been given the opportunity to participate in the discussions.

  • Title to and Condition of Properties Except as would not have a Material Adverse Effect, the Company owns (with good and marketable title in the case of real property) or holds under valid leases or other rights to use all real property, plants, machinery and equipment necessary for the conduct of the business of the Company as presently conducted, free and clear of all Liens, except Permitted Liens. The material buildings, plants, machinery and equipment necessary for the conduct of the business of the Company as presently conducted are structurally sound, are in good operating condition and repair and are adequate for the uses to which they are being put, in each case, taken as a whole, and none of such buildings, plants, machinery or equipment is in need of maintenance or repairs, except for ordinary, routine maintenance and repairs that are not material in nature or cost.

  • Possession of Property Possession of the Property free and clear of all uses and encroachments, except the Permitted Exceptions, shall be delivered to Purchaser at closing.

  • Condition of Property; Condemnation In the case of each Mortgage Loan, except as set forth in an engineering report prepared by an independent engineering consultant in connection with the origination of such Mortgage Loan, the related Mortgaged Property is, to the Seller's knowledge, in good repair and free and clear of any damage that would materially and adversely affect its value as security for such Mortgage Loan (except in any such case where an escrow of funds, letter of credit or insurance coverage exists sufficient to effect the necessary repairs and maintenance). As of the date of origination of the Mortgage Loan, there was no proceeding pending for the condemnation of all or any material part of the related Mortgaged Property. As of the Closing Date, the Seller has not received notice and has no knowledge of any proceeding pending for the condemnation of all or any material portion of the Mortgaged Property securing any Mortgage Loan. As of the date of origination of each Mortgage Loan and, to the Seller's knowledge, as of the date hereof, (a) none of the material improvements on the related Mortgaged Property encroach upon the boundaries and, to the extent in effect at the time of construction, do not encroach upon the building restriction lines of such property, and none of the material improvements on the related Mortgaged Property encroached over any easements, except, in each case, for encroachments that are insured against by the lender's title insurance policy referred to in representation 8 below or that do not materially and adversely affect the Value or current use of such Mortgaged Property and (b) no improvements on adjoining properties encroached upon such Mortgaged Property so as to materially and adversely affect the Value of such Mortgaged Property, except those encroachments that are insured against by the lender's title insurance policy referred to in representation 8 below.

  • Condition of Personal Property All tangible personal property, equipment, fixtures and inventories included within the assets of the Company are in good, merchantable or in reasonably repairable condition and are suitable for the purposes for which they are used. No value in excess of applicable reserves has been given to any inventory with respect to obsolete or discontinued products. To the best of the Company's knowledge, all of the inventories and equipment, including equipment leased to others, are well maintained and in good operating condition.

  • TITLE VI REQUIREMENTS H-GAC in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Xxxx. 000, 00 X.X.X. §§ 0000x to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that any disadvantaged business enterprises will be afforded full and fair opportunity to submit in response to this Agreement and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award.

  • Acquisition of Property The Contractor shall document that all property was acquired consistent with its engineering, production planning, and property control operations.

  • Destruction of Property A. If flood, fire, storm, mold, other environmental hazards that pose a risk to the occupants health, other casualty or Act of God shall destroy (or so substantially damage as to be uninhabitable) Premises, rent shall xxxxx from the date of such destruction. Landlord or Tenant may, by written notice, within 30 (thirty) days of such destruction, terminate this Lease, whereupon rent and all other obligations hereunder shall be adjusted between the parties as of the date of such destruction.

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