Title to Personal Property; Liens. Lady Luck and each of its Subsidiaries has sufficiently good and valid title to, or an adequate leasehold interest in, its material tangible personal properties and assets (including all river boats operated by Lady Luck and its Subsidiaries) in order to allow it to conduct, and continue to conduct, its business as and where currently conducted. Section 3.9 of the Lady Luck Disclosure Schedule is a full and complete list of all leases, licenses and similar agreements relating to all tangible personal property used by Lady Luck and its Subsidiaries in the conduct of their business that is not owned by them. Except as disclosed in Section 3.9 of the Lady Luck Disclosure Schedule, all such material tangible personal assets and properties are sufficiently free of liens to allow each of Lady Luck and its Subsidiaries to conduct, and continue to conduct, its business as currently conducted, and the consummation of the transactions contemplated by this Agreement will not alter or impair such ability in any respect which, individually or in the aggregate, would have a Lady Luck Material Adverse Effect.
Title to Personal Property; Liens. To the best knowledge of Players, Players and each of its Subsidiaries has sufficiently good and valid title to, or an adequate leasehold interest in, its material tangible personal properties and assets (including all riverboats operated by Players and its Subsidiaries) in order to allow it to conduct, and continue to conduct, its business as and where currently conducted, except for such matters which, individually or in the aggregate, would not be reasonably likely to have a Players Material Adverse Effect. Except as disclosed in Section 3.9 of the Players Disclosure Schedule, such material tangible personal assets and properties are sufficiently free of liens to allow each of Players and its Subsidiaries to conduct, and continue to conduct, its business as currently conducted and to the best knowledge of Players, the consummation of the transactions contemplated by this Agreement will not alter or impair such ability in any respect which, individually or in the aggregate, would be reasonably likely to have a Players Material Adverse Effect.
Title to Personal Property; Liens. To the best knowledge of Buyer, Buyer and each of its Subsidiaries has sufficiently good and valid title to, or an adequate leasehold interest in, its material tangible personal properties and assets in order to allow it to conduct, and continue to conduct, its business as and where currently conducted, except for such matters which, individually or in the aggregate, would not be reasonably likely to have a Buyer Material Adverse Effect. Except as disclosed in Section 4.9 of the Buyer Disclosure Schedule, such material tangible personal assets and properties are sufficiently free of liens to allow each of Buyer and its Subsidiaries to conduct, and continue to conduct, its business as currently conducted and to the best knowledge of Buyer, the consummation of the transactions contemplated by this Agreement will not alter or impair such ability in any respect which, individually or in the aggregate, would be reasonably likely to have a Buyer Material Adverse Effect.
Title to Personal Property; Liens. To the knowledge of the Partnership, the Partnership has sufficiently good and valid title to, or an adequate leasehold interest in, the assets of the Partnership (other than the Excluded Assets). The assets of the Partnership (other than the Excluded Assets) are sufficiently free of Liens to allow the Partnership to conduct, and continue to conduct, the businesses undertaken at the Property and, to the knowledge of the Partnership, the consummation of the transactions contemplated by this Agreement will not alter or impair such ability in any material respect. There are no defects in the physical condition or operability of the assets of the Partnership (other than the Excluded Assets) which would materially impair the use of the assets of the Partnership (other than the Excluded Assets) as and where currently used. The Purchased Assets include all assets that are necessary for the operation of the Property immediately following the Closing in the same manner as currently conducted by the Partnership (other than the Excluded Assets and Property Employees that are not Transferred Employees).
Title to Personal Property; Liens. Rio and each of its Subsidiaries has sufficiently good and valid title to, or an adequate leasehold interest (under the leases described in Schedule 3.9 of the Rio Disclosure Schedule) in, its material tangible personal properties and assets in order to allow it to conduct, and continue to conduct, its business as and where currently conducted. Such material tangible personal assets and properties are free of liens which would not individually or in the aggregate have a Rio Material Adverse Effect, and the consummation of the transactions contemplated by this Agreement will not alter or impair the rights of Rio and its Subsidiaries thereunder in any respect which, individually or in the aggregate, would be reasonably likely to have a Rio Material Adverse Effect. There are no defects in the physical condition or operability of such material tangible personal assets and properties which would impair the use of such assets and properties as such assets and properties are currently used, except for such defects which, individually or in the aggregate, would not be reasonably likely to have a Rio Material Adverse Effect.
Title to Personal Property; Liens. To the Company's knowledge, the Company and each of the Company Subsidiaries has sufficiently good and valid title to, or an adequate leasehold interest in, its tangible personal properties and assets in order to allow it to conduct, and continue to conduct, its business as and where currently conducted. To the Company's knowledge, such tangible personal assets and properties are sufficiently free of liens to allow each of the Company and the Company Subsidiaries to conduct, and continue to conduct, its business as and where currently conducted and to the Company's knowledge the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements will not alter or impair such ability in any respect. To the Company's knowledge, there are no material defects in the physical condition or operability of such tangible personal assets and properties which would impair the use of such assets and properties as and where such assets and properties are currently used.
Title to Personal Property; Liens. The Company and each of its Subsidiaries has sufficiently good and valid title to, or an adequate leasehold interest in, its tangible personal properties and assets (including all riverboats and slot machines operated by the Company and its Subsidiaries) in order to allow it to conduct, and continue to conduct, its business as and where currently conducted. All security interest, mortgages, leases or other monetary liens or encumbrances with respect to any such riverboats, slot machines or other tangible personal property or assets are disclosed in Section 3.9 of the Company Disclosure Letter. Such tangible personal assets and properties are sufficiently free of non-monetary Liens and encumbrances to allow each of the Company and its Subsidiaries to conduct, and continue to conduct, its business as and where currently conducted and the consummation of the transactions contemplated by this Agreement and the Ancillary Agreement will not alter or impair such ability in any material respect. There are no defects in the physical condition or operability of such tangible personal assets and properties which would impair the use of such assets and properties as and where such assets and properties are currently used in any material respects.
Title to Personal Property; Liens. To the best knowledge of Showboat, Showboat and each of its Subsidiaries has sufficiently good and valid title to, or an adequate leasehold interest in, its material tangible personal properties and assets (including all riverboats operated by Showboat and its Subsidiaries) in order to allow it to conduct, and continue to conduct, its business as currently conducted. Such material tangible personal assets and properties are sufficiently free of liens to allow each of Showboat and its Subsidiaries to conduct, and continue to conduct, its business as currently conducted and, to the best knowledge of Showboat, the consummation of the transactions contemplated by this Agreement will not alter or impair such ability in any respect which, individually or in the aggregate, would be reasonably likely to have a Showboat Material Adverse Effect. There are no defects in the physical condition or operability of such material tangible personal assets and properties which would impair the use of such assets and properties as such assets and properties are currently used, except for such defects which, individually or in the aggregate, would not be reasonably likely to have a Showboat Material Adverse Effect.
Title to Personal Property; Liens. To the best knowledge of Harveys, Harveys and each of its Subsidiaries has sufficiently good and valid title to, or an adequate leasehold interest in, its material tangible personal properties and assets (including all riverboats operated by Harveys and its Subsidiaries) in order to allow it to conduct, and continue to conduct, its business as and where currently conducted. Such material tangible personal assets and properties are sufficiently free of liens to allow each of Harveys and its Subsidiaries to conduct, and continue to conduct, its business as and where currently conducted and, to the best knowledge of Harveys, the consummation of the transactions contemplated by this Agreement will not alter or impair such ability in any respect which, individually or in the aggregate, would be reasonably likely to have a Harveys Material Adverse Effect. There are no defects in the physical condition or operability of such material tangible personal assets and properties which would impair the use of such assets and properties as and where such assets and properties are currently used, except for such defects which, individually or in the aggregate, would not be reasonably likely to have a Harveys Material Adverse Effect.
Title to Personal Property; Liens. (a) Seller has good and valid title to, or an adequate leasehold interest in Seller’s Purchased Assets, except as would not, individually or in the aggregate, reasonably be expected to cause a Seller Material Adverse Effect. Other than as disclosed in the Vessel abstracts made available to Buyer prior to the date hereof and other Permitted Encumbrances, Seller has good and valid title to the Vessels free and clear of any and all Monetary Encumbrances and other
