Title, Etc. (a) Each Borrower and each of the Restricted Subsidiaries has good and marketable title to, or valid leasehold or easement interests in, all of their respective property and assets, including, without limitation, the real property described in each of the Mortgages, as is necessary to operate the Business except for defects that, individually or in the aggregate, do not have a Material Adverse Effect. None of such property is subject to any Lien, except for Liens permitted by Section 7.01.
Title, Etc. (a) Except as set forth in Schedule 7.10, each Group Member has good title to, or valid leasehold interests in, its material Properties, (i) except in cases where the failure to have such title or leasehold interests would not reasonably be expected to result in a Material Adverse Effect and (ii) free and clear of all Liens, except Permitted Liens.
Title, Etc. (a) The Company Disclosure Letter sets forth a list of all of the land, which includes the buildings, structures and other improvements located thereon (the "Real Property"), which is owned in fee by the Company. The Company has, with respect to personal property, good, and, with respect to real property, good, marketable and insurable, title to all of the properties and assets which it purports to own and which are material to the business, operation or financial condition of the Company free and clear of all mortgages, security interests, liens, claims, charges or other encumbrances of any nature whatsoever, except for (i) any liens, encumbrances or defects reflected in the Company Balance Sheet; (ii) any liens, encumbrances or defects which do not, individually or in the aggregate, materially detract from the fair market value (free of such liens, encumbrances or defects) of the property or assets subject thereto or materially interfere with the current use by the Company of the property or assets subject thereto or affected thereby or otherwise have a Material Adverse Effect; (iii) any liens or encumbrances for taxes not delinquent or which are being contested in good faith, provided that adequate reserves for the same have been established on the Company Balance Sheet; (iv) any liens or encumbrances for current taxes and assessments not yet past due; (v) any inchoate mechanic's and materialmen's liens and encumbrances for construction in progress; (vi) any workmen's, repairmen's, warehousemen's and carriers' liens and encumbrances arising in the ordinary course of business, so long as such liens have not been filed; (vii) any liens of the type referred to in (vi) above that have been filed, so long as such liens do not aggregate in excess of $25,000; (viii) liens securing obligations under the Credit Agreement (as defined in Section 6.01(b)); and (ix) with respect to Real Property, any liens, encumbrances or defects which are matters of record, including but not limited to, easements, quasi-easements, rights of way, land use ordinances and zoning plans.
Title, Etc. (a) The Borrower and each of its Subsidiaries and each Holdco Entity have good and marketable title, in all material respects, in all of their respective Property, including, without limitation, the real and personal property described in each of the Mortgages, as is necessary to operate the Business as reflected in the Financial Statements, and none of such Property is subject to any Lien, except Permitted Liens.
Title, Etc. Borrower, each Subsidiary, each Partnership, and each LLC have good title to their respective Properties, free and clear of all liens except those referenced or reflected in the Financial Statements or those securing the Obligations. Borrower, each Subsidiary which acts as a general partner in a Partnership, each Partnership, and each LLC possess all trademarks, copyrights, trade names, patents, licenses, and rights therein, adequate in all material respects for the conduct of their respective business as now conducted and presently proposed to be conducted, without conflict with the rights or claimed rights of others.
Title, Etc. The Mortgagor represents and warrants that the Mortgagor is lawfully seized and possessed of a valid and subsisting fee simple interest in the Land, is the owner of the Easement Rights, and is the owner of the related Ancillary Rights and Properties, in each case subject to no mortgage, deed of trust, lien, pledge, charge, security interest or other encumbrance or adverse claim of any nature, except those permitted under the Loan Agreement. The Mortgagor represents and warrants that it has the full power and lawful authority to grant, bargain, sell, release, convey, warrant, assign, transfer, mortgage, pledge, set over and confirm unto the Mortgagee the Mortgage Estate as hereinabove provided.
Title, Etc. (a) The Borrower and each of its Subsidiaries have good and marketable title in all of their respective Property, including, without limitation, the real and personal property described in each of the Mortgages, as is necessary to operate the Business as reflected in the Borrower Financial Statements and as described in the Registration Statement, and none of such Property is subject to any Lien, except Permitted Liens.
Title, Etc. IFTHLY: That the Mortgagor has a good title to the said lands; that it has the right to mortgage the said lands; that on default the Mortgagee shall have quiet possession of the said lands free from all encumbrances; that the Mortgagor will execute such further assurances of the said lands as may be requisite; and that it has done no act and will do no act to charge, mortgage or in any way encumber the said lands except with the consent of the Mortgagee first had and obtained. S Rights of Mortgagee on Default IXTHLY: That if the Mortgagor shall make default in payment of any part of the said principal or interest or any moneys hereby secured or any part thereof at any day or time hereinbefore limited for payment thereof, or in the event of breach or default otherwise by the Mortgagor in respect of this Mortgagee: It shall and may be lawful for the Mortgagee and the Mortgagor does hereby grant full power and license to the Mortgagee to enter, seize and distrain upon the said lands or any part thereof and by distress warrant to recover by way of rent reserved as in the case of a demise of the said lands as much of the said principal and interest as shall from time to time be or remain in arrears and unpaid, together with all costs (including, without limitation, costs as between solicitor and client), charges and expenses attending such levy or distress as in like case of distress for rents. The Mortgagee shall have the right and power and the Mortgagor does hereby covenant with the Mortgagee for such purpose, and does grant to the Mortgagee full license and authority for such purpose when and so often as in the Mortgagee's discretion the Mortgagee shall think fit to enter into possession, either itself or by its Agent, of the said lands, and to collect the rents and profits thereof and to make any demise or lease of the said lands or any part thereof, for such terms, periods and at such rent as the Mortgagee shall think proper, and that the power of sale herein embodied and contained either expressly or impliedly may be exercised either before or after and subject to such demise or lease. Provided that any sale made under the power herein may be for cash, or upon credit, or partly for cash and partly upon credit, and that the Mortgagee may vary or rescind any contract for sale made or entered into by virtue hereof. Subject to Clause FOURTEENTHLY hereof, the Mortgagee shall by and out of the moneys to arise out of such sale or lease as aforesaid in the first...
Title, Etc. 18 4.12 Patents, Trademarks, Etc.. . . . . . . . . . . . . . . . . . . . . 19 4.13 Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 4.14
Title, Etc. The Vendor will be the owner of the Transferred Assets at the Time of Closing free and clear of any and all liens, pledges, charges, mortgages, security interests, claims and other encumbrances, except as may be disclosed to the Purchaser.
