Title to Properties; Adequacy Sample Clauses

Title to Properties; Adequacy. Seller has good and marketable title to all properties and assets reflected in the balance sheet dated December 31, 1998 (or acquired after that date), or valid leasehold or license interests in all properties and assets not reflected on such balance sheet but used by Seller, free and clear of any title defects, except (i) for mortgages and liens securing debt reflected as liabilities on such balance sheet, (ii) liens for current Taxes and assessments not in default, (iii) mechanics', carriers', workers', repair persons', landlords', statutory or common law liens either not delinquent or being contested in good faith and (iv) liens, security interests, pledges, hypothecations, encumbrances, restrictions, reservations, encroachments, infringements, easements, covenants, rights-of-way, building or use restrictions, exceptions, variances, title retention or other security arrangement, defect of title, adverse right or interest charge or claim of any nature whatsoever of, on or with respect to any property or property interest, options, rights of refusal or similar rights or other transfer restrictions of any nature whatsoever (including any arising from any pending or threatened litigation), federal and state estate or inheritance taxes, and other matters or limitations of any kind, if any, all of which do not have an adverse effect on Seller's use of the property affected (collectively "Liens"). No person other than Seller is currently entitled to possession of any of the properties of Seller, whether owned or leased by Seller. To the best knowledge of Seller, the real property, buildings, structures and improvements owned or leased by Seller conform to all applicable Laws, including zoning regulations, none of which would upon consummation of the transactions contemplated hereby adversely interfere with the use of such properties, buildings, structures or improvements for the purposes for which they are now utilized. Seller has not received notice nor has actual knowledge of (A) any pending or contemplated condemnation or eminent domain proceeding affecting the properties owned or leased by Seller, (B) any proposal for increasing the assessed value of any such properties for state, county, local or other ad valorem Taxes or (C) any pending or contemplated proceedings or public improvements that would result in the levy of any special Tax or assessment against any such properties; and there are no outstanding requirements or recommendations by Seller's insur...
Sample 1
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Title to Properties; Adequacy. (a) Section 3.16(a) of the Disclosure Letter lists (i) all of the real property owned by the Company or any of the Subsidiaries (the “Owned Real Property”) and (ii) all of the leases (the “Leases”) for real property to which the Company or any of the Subsidiaries is a party. Each Lease is in full force and effect, except to the extent that its enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws and court decisions relating to or affecting the enforcement of creditors’ rights generally (including statutory or other Laws regarding fraudulent transfers), and is subject to general principles of equity.
Sample 1
Title to Properties; Adequacy. (a) Section 3.16 of the Disclosure Letter lists all of the material real property owned by the Company or any of the Subsidiaries (the "Owned Real Property") and all of the material leases (the "Leases") for real property to which the Company or any of the Subsidiaries is a party. Each Lease is in full force and effect. The Company has provided to Purchaser true and complete copies of all of the Leases.
Sample 1
Title to Properties; Adequacy. Except as set forth in the Public Documents or as disclosed in Appendix 2.2.39 to the Disclosure Letter, Asia Pacific or one of its Subsidiaries holds contractual interests or rights, recognized in the jurisdictions in which its properties are located, to all properties and assets reflected in the Financial Statements (or acquired after that date), under valid, subsisting and enforceable agreements or instruments sufficient to permit Asia Pacific to explore for the minerals relating thereto. So far as is known to Asia Pacific, the real property in which Asia Pacific and its Subsidiaries have an interest conforms in all material respects to all applicable laws, including zoning regulations, none of which would materially adversely interfere with the use of such real property for the purposes for which it is now utilized. A true copy of the lease on the corporate offices of Asia Pacific has been provided to the Offeror.
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Title to Properties; Adequacy. (a) Section 3.16(a) of the Disclosure Letter lists all of the leases (the “Leases”) for real or personal property to which Matrix is a party and describes the leased assets. Matrix does not own any real property.
Sample 1
Title to Properties; Adequacy. (a) Section 3.16(a) of the Disclosure Letter lists all of the leases (the “Leases”) for real property to which the Company is a party. Each Lease is in full force and effect. The Company has made available to Parent true and complete copies of all of the Leases. The Company does not own and has never owned any real property.
Sample 1
Title to Properties; Adequacy. 12 3.13 BANK ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 3.14 LEASES AND SUBLEASES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 3.15
Sample 1
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Title to Properties; Adequacy. Overseas and each of the Operating Subsidiaries has good and clear (in the case of real property) or valid (in the case of personal property) title to or valid leasehold interests in all of its respective properties and assets reflected in the Financial Statements for the quarterly period ended March 26, 1999 (or acquired after March 26, 1999 by Overseas or the Operating Subsidiaries), or not reflected on the Financial Statements but used by Overseas or the Operating Subsidiaries, free and clear of any title defects or Liens, except (a) Liens securing debt reflected as liabilities on the latest balance sheet included in the Financial Statements, (b) Liens for current Taxes and assessments not in default, (c) mechanics', carriers', workers', repair persons', statutory or common law Liens either not delinquent or being contested in good faith and (d) Liens, covenants, rights-of-way, building or use restrictions, easements, exceptions, variances, reservations and other matters or limitations of any kind, if any, which do not have an adverse effect on Overseas' or such Operating Subsidiaries' use of any of its respective real property for the purposes currently used. No person other than Overseas or an Operating Subsidiary is currently entitled to possession of any of the properties of Overseas or the Operating Subsidiaries, whether owned or leased by Overseas or the Operating Subsidiary. So far as is known to any member of the Selling Group, the buildings, structures and improvements owned or leased by Overseas and each of the Operating Subsidiaries conform in all material respects to all applicable Laws, including zoning regulations, none of which would upon consummation of the transactions contemplated hereby adversely interfere with the use of such properties, buildings, structures or improvements for the purposes for which they are now utilized. Except as disclosed on SCHEDULE 3.13, the properties and assets owned or leased by Overseas and each of the Operating Subsidiaries (including any assets to be transferred pursuant to Section 5.20) are adequate for the conduct of its business as presently conducted, are adequately insured, and are in good repair and operating condition, normal wear and tear excepted.
Sample 1

Related to Title to Properties; Adequacy

  • Title to Properties; Encumbrances As of the Effective Date, the Acquired Company does not own (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule contains a complete and accurate list as of the Effective Date of all (A) Assets that the Acquired Company purports to own, including all of the properties and assets reflected in the Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Acquired Company from the date of the Balance Sheet through the Effective Date (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Acquired Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (i) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iii) liens for current taxes not yet due, (iv) Encumbrances pursuant to the Pledge Agreement or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of the Business and are in good working order, ordinary wear and tear excepted.

  • Title to Properties The Company and each Subsidiary have good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of their respective businesses, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date, the property of the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.

  • Title to Properties; Liens Borrower and its Subsidiaries have (i) good, sufficient and legal title to (in the case of fee interests in real property), (ii) valid leasehold interests in (in the case of leasehold interests in real or personal property), or (iii) good title to (in the case of all other personal property), all of their respective properties and assets reflected in the financial statements referred to in subsection 5.3 or in the most recent financial statements delivered pursuant to subsection 6.1, in each case except for assets disposed of since the date of such financial statements in the ordinary course of business or as otherwise permitted under subsection 7.7. Except as permitted by this Agreement, all such properties and assets are free and clear of Liens.

  • Title to Property The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(t) or such as would not have a Material Adverse Effect. Any real property and facilities held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as would not have a Material Adverse Effect.

  • Title to Properties and Assets Each Group Company has good and marketable title to all respective properties and assets, in each case such property and assets are subject to no Liens. With respect to the property and assets it leases, each Group Company is in compliance with such leases and holds valid leasehold interests in such assets free of any Liens.

  • Title to Property and Encumbrances The Company has good and valid title to all properties and assets used in the conduct of its business (except for property held under valid and subsisting leases which are in full force and effect and which are not in default) free of all Liens except Permitted Liens and such ordinary and customary imperfections of title, restrictions and encumbrances as do not in the aggregate constitute a Company Material Adverse Effect.

  • Title to Properties; Priority of Liens Each Borrower and Subsidiary has good and marketable title to (or valid leasehold interests in) all of its Real Estate, and good title to all of its personal Property, including all Property reflected in any financial statements delivered to Agent or Lenders, in each case free of Liens except Permitted Liens. Each Borrower and Subsidiary has paid and discharged all lawful claims that, if unpaid, could become a Lien on its Properties, other than Permitted Liens. All Liens of Agent in the Collateral are duly perfected, first priority Liens, subject only to Permitted Liens that are expressly allowed to have priority over Agent’s Liens.

  • Title to Properties and Assets; Liens The Company has good and marketable title to its properties and assets, and has good title to all its leasehold interests, in each case subject to no material mortgage, pledge, lien, lease, encumbrance or charge, other than

  • Title to Property and Assets The Company owns its properties and assets free and clear of all mortgages, deeds of trust, liens, encumbrances and security interests except for statutory liens for the payment of current taxes that are not yet delinquent and liens, encumbrances and security interests which arise in the ordinary course of business and which do not affect material properties and assets of the Company. With respect to the property and assets it leases, the Company is in material compliance with each such lease.

  • Title to Properties; Leases Except as indicated on Schedule 7.3 hereto, the Borrower and its Subsidiaries own all of the assets reflected in the consolidated balance sheet of the Borrower and its Subsidiaries as at the Balance Sheet Date or acquired since that date (except property and assets sold or otherwise disposed of in the ordinary course of business since that date), subject to no rights of others, including any mortgages, leases, conditional sales agreements, title retention agreements, liens or other encumbrances except Permitted Liens.

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