TITLE TO ASSETS, PROPERTIES AND RIGHTS AND RELATED MATTERS. (a) The Company and each of its Subsidiaries, as applicable, have good and marketable title (or a valid leasehold interest) to all of the assets, properties and interests in properties, real, personal or mixed, reflected on the Latest Balance Sheet or acquired after the Latest Balance Sheet Date (except for assets or properties sold or otherwise disposed of since the Latest Balance Sheet Date in the ordinary course of business, consistent with past practice, and accounts receivable and notes receivable paid in full subsequent to the Latest Balance Sheet Date in the ordinary course of business, consistent with past practice), free and clear of all Encumbrances, of any kind or character, except for those Encumbrances set forth on Schedule 4.10(a) and Permitted Encumbrances. Such assets are in good operating condition and repair (normal wear and tear excepted), are sufficient to operate the Business as presently conducted and as presently proposed to be conducted, are suitable for the uses for which they are used in the Business, and are not subject to any condition that materially interferes with the economic value or use thereof. With respect to any leased assets, such assets are in such condition as to permit the surrender thereof to the lessors thereunder on the date hereof without any cost or expense for repair or restoration as if the related leases were terminated or expired on the date hereof in the ordinary course of business, consistent with past practice.
TITLE TO ASSETS, PROPERTIES AND RIGHTS AND RELATED MATTERS. (a) The Company has good and marketable title to, or valid leasehold interests in, all its Assets, subject to no security interests, mortgages, liens, pledges, guarantees, charges, easements, reservations, restrictions, clouds, equities, rights of way, options, rights of first refusal and all other encumbrances, whether or not relating to the extension of credit or the borrowing of money ("Encumbrances") except: (i) liens for current Taxes not yet due and payable, (ii) mechanics' and materialmen's liens arising or incurred in the Ordinary Course of its business, and (iii) as reflected on Schedule 4.13(a).
TITLE TO ASSETS, PROPERTIES AND RIGHTS AND RELATED MATTERS. Except as set forth on Schedule 4.9 of the Disclosure Letter, the Company and/or the Subsidiaries has good title to or the right to use the Intellectual Property Rights as provided in Section 4.11 and good title to all other assets, properties and interests in properties, real, personal or mixed, reflected on the Latest Balance Sheet or acquired after the Latest Balance Sheet Date (except property subject to a capital lease, and inventory or other property sold or otherwise disposed of since the Latest Balance Sheet Date in the ordinary course of business and accounts receivable and notes receivable paid subsequent to the Latest Balance Sheet Date), free and clear of all Encumbrances, of any kind or character, except for those Encumbrances set forth in the Disclosure Letter and Permitted Encumbrances. Other than the Permitted Encumbrances, there does not exist any condition (other than general business conditions) which materially and adversely interferes with the economic value or use of any such assets. Except as set forth on Schedule 4.9 of the Disclosure Letter and for inventory and supplies in transit in the ordinary course of business, all material tangible personal property is located on the premises of the Company or the Subsidiaries. Except as set forth on Schedule 4.9 of the Disclosure Letter, the material fixed assets of the Company and the Subsidiaries are in good operating condition (ordinary wear and the effects of age excepted). Except as set forth on Schedule 4.9 of the Disclosure Letter, the assets, properties and interests in properties of the Company and the Subsidiaries to be owned by the Surviving Corporation after the Closing shall include all assets, properties and interests in properties (real, personal and mixed, tangible and intangible) and all Contracts necessary to enable the Surviving Corporation to carry on the Subject Business as presently conducted by the Company and the Subsidiaries.
TITLE TO ASSETS, PROPERTIES AND RIGHTS AND RELATED MATTERS. Except as set forth in Section 6.2.1, 11.2 and 11.3 and on Schedule G, such Party has and will continue to have for the term of this Agreement good and marketable title to all the properties, interests in properties and assets, real, personal or mixed, necessary for the conduct of such Party's business and for the transactions contemplated by this Agreement (including, but not limited to, any rights of way, leasehold interests, easements, proofs of dedication and rights necessary to ensure vehicular and pedestrian ingress and egress to and from any such properties or assets), free and clear of all Encumbrances of any kind or character, except (i) liens for current taxes not yet due and payable, (ii) Encumbrances securing taxes, assessments, governmental charges or levies or the Encumbrances of materialmen, carriers, landlords and like persons, all of which are not yet due and payable and (iii) minor Encumbrances of a character that do not substantially impair the assets or properties of such Party or which will not have a Material Adverse Effect on such Party. The LLC will cause Incumbent to use best efforts to keep in full force and effect any leases of or affecting the Facilities and will cause Incumbent to use best efforts to renew or enter into new leases for the Facilities as necessary to ensure that Incumbent has sufficient right, title and interest in and to the Facilities throughout the term of this Agreement and to permit the LLC and Pathnet to perform their respective obligations and rights hereunder.
TITLE TO ASSETS, PROPERTIES AND RIGHTS AND RELATED MATTERS. The Company has good and valid title to all assets, properties and interests in properties, real, personal or mixed, reflected, respectively, on the Current Year-End Balance Sheet and/or the Company Interim Balance Sheet or acquired after the Company Current Year-End Balance Sheet Date (except (A) inventory or other property sold or otherwise disposed of since the Company Current Year-End Balance Sheet Date, or March 31, 1999, as the case may be, in the ordinary course of business and (B) accounts receivable and notes receivable paid in full subsequent to the Company Current Year-End Balance Sheet Date, or March 31, 1999, as the case may be, or not so reflected therein but used or useful in the conduct or operation of the Company's business, free and clear of all Encumbrances, of any kind or character, except for (i) those Encumbrances set forth in Section 3.1(i) of the Company Disclosure Schedule, and (ii) liens for current taxes not yet due and payable. The assets, properties and interests in properties of the Company are in good operating condition and repair in all material respects (ordinary wear and tear excepted). The assets, properties and interests in properties of the Company to be owned, leased or licensed by the Surviving Corporation at the Effective Time shall include all assets, properties and interests in properties (real, personal and mixed, tangible and intangible) and all rights, leases, licenses and other agreements necessary to enable the Surviving Corporation to carry on the business of the Company as presently conducted by the Company or as proposed to be conducted. As used herein, the term "Encumbrances" shall mean and include security interests, mortgages, liens, pledges, guarantees, charges, easements, reservations, restrictions, clouds, equities, rights of way, options, rights of first refusal and all other encumbrances, whether or not relating to the extension of credit or the borrowing of money.
TITLE TO ASSETS, PROPERTIES AND RIGHTS AND RELATED MATTERS. The Seller has good and valid title to all assets, properties and interests in properties, real, personal or mixed, to be transferred pursuant to this Agreement. The assets, properties and interests in properties of the Seller are in good operating condition and repair in all material respects (ordinary wear and tear excepted). The assets, properties and interests in properties of the Seller to be owned, leased or licensed by the Buyer at the Closing Date shall include all assets, properties and interests in properties (real, personal and mixed, tangible and intangible) and all rights, leases, licenses and other agreements necessary to enable the Buyer to carry on the Business of the Seller as presently conducted by the Seller. As used herein, the term “Encumbrances” shall mean and include security interests, mortgages, liens, pledges, guarantees, charges, easements, reservations, restrictions, clouds, equities, rights of way, options, rights of first refusal and all other encumbrances, whether or not relating to the extension of credit or the borrowing of money.
TITLE TO ASSETS, PROPERTIES AND RIGHTS AND RELATED MATTERS. Except as set forth herein, PathNet has good and marketable title to all assets necessary for the conduct of PathNet's business and for the transactions contemplated by this Agreement free and clear of all Encumbrances of any kind or character, except (i) liens for current taxes not yet due and payable, (ii) Encumbrances securing taxes, assessments, governmental charges or levies or the Encumbrances of material, carriers, landlords and like persons, all of which are not yet due and payable and (iii) Encumbrances of a character that do not substantially impair the ability of PathNet to carry out its obligations under this Agreement.
TITLE TO ASSETS, PROPERTIES AND RIGHTS AND RELATED MATTERS. Except as set forth on Schedule O, such Party has good and marketable title to all the properties, interests in properties and assets, real, personal or mixed, necessary for the conduct of such Party's business and for the transactions contemplated by this Agreement (including, but not limited to, any rights of way, leasehold interests, easements, proofs of dedication and rights necessary for Pathnet to perform its obligations hereunder without any Interference, provided that prevention of such Interference is within the reasonable control of Incumbent) free and clear of all Encumbrances of any kind or character, except (i) liens for current taxes not yet due and payable, (ii) Encumbrances securing taxes, assessments, governmental charges or levies or the Encumbrances of materialmen, carriers, landlords and like persons, all of which are not yet due and payable and (iii) minor Encumbrances of a character that do not substantially impair the assets or properties of such Party or which will not have a Material Adverse Effect on such Party.
TITLE TO ASSETS, PROPERTIES AND RIGHTS AND RELATED MATTERS. Such Party has, and will continue to have for the term of this Agreement as set forth in SECTION 3, good and marketable title to all the properties, interests in properties and assets, real, personal or mixed, necessary for the conduct of such Party's business and for the transactions contemplated by this Agreement (including, but not limited to, any rights of way, leasehold interests, easements, proofs of dedication and rights necessary to perform the obligations hereunder) free and clear of all Encumbrances of any kind or character, except (i) liens for current taxes not yet due and payable, (ii) Encumbrances securing taxes, assessments, governmental charges or levies or the Encumbrances of materialmen, carriers, landlords and like persons, all of which are not yet due and payable and (iii) minor Encumbrances of a character that do not substantially impair the assets or properties of such Party or which will not have a Material Adverse Effect on such Party.
TITLE TO ASSETS, PROPERTIES AND RIGHTS AND RELATED MATTERS. Except as set forth on Schedule 7(j) of The Learning Annex Disclosure Schedule, The Learning Annex has good and valid title to, or good and valid licenses or leasehold interests in, all assets, properties and interests in properties, real, personal or mixed, necessary for the conduct of the business as conducted or as proposed to be conducted, free and clear of all Encumbrances, of any kind or character, except for (i) those Encumbrances set forth in Section 7(j) of The Learning Annex Disclosure Schedule, (ii) liens for current taxes not yet due and payable and (iii) statutory mechanics and materialmen's liens. The assets, properties and interests in properties of The Learning Annex are in good operating condition and repair in all material respects. The Learning Annex does not own or lease any personal and/or mixed property.
