Title to Properties and Related Matters. (a) Except as set forth on Schedule 3.10(a), the Company has good and valid title to all material personal property, tangible or intangible, which the Company purports to own, including the properties reflected on the Balance Sheet or acquired after the date thereof (other than properties and assets sold or otherwise disposed of in the ordinary course of business and consistent with past practice since June 30, 1999), free and clear of any claims, liens, pledges, security interests or encumbrances of any kind whatsoever (other than (i) purchase money security interests and common law vendor's liens, in each case for goods purchased on open account in the ordinary course of business and having a fair market value of less than $5,000 in each individual case), (ii) liens for Taxes not yet due and payable, and (iii) such imperfections of title and encumbrances, if any, that are not material in character, amount or extent and that do not materially detract from the value, or materially interfere with the use of, the property subject thereto or affected thereby.
Title to Properties and Related Matters. (a) The Company has good and marketable title to all personal property, tangible or intangible, which the Company purports to own, including the properties reflected on the Balance Sheet or acquired after the date thereof (other than properties and assets sold or otherwise disposed of in the ordinary course of business and consistent with past practice since December 31, 2006), free and clear of any claims, liens, pledges, security interests or encumbrances of any kind whatsoever (other than (i) purchase money security interests and common law vendor’s liens, in each case for goods purchased on open account in the ordinary course of business and having a fair market value of less than $20,000 in each individual case), (ii) liens for Taxes not yet due and payable, and (iii) such imperfections of title and encumbrances, if any, that are not material in character, amount or extent and that do not materially detract from the value, or materially interfere with the use of, the property subject thereto or affected thereby. Collectively, such property, the Company Intellectual Property disclosed on Schedule 3.12 and property leased by the Company and set forth on Schedule 3.11(d) constitute all property, tangible or intangible, necessary to conduct the business of the Company as presently conducted.
Title to Properties and Related Matters. (a) Seller has delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the applicable Company acquired the Systems and all real property interests included in the Systems, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of such Company and relating to such real property interests.
Title to Properties and Related Matters. On the Closing Date BCG will hold good, valid and marketable title to, or leasehold interest in, all of the Assets free and clear of all title defects, liens, pledges, claims, charges, rights of first refusal (or other claims of interest), security interests or other encumbrances except as provided for in the Hospital Lease and except (i) those matters set forth in SCHEDULE 3.8(A); (ii) unrecorded leases as set forth in SCHEDULE 1.2(D); (iii) liens for current taxes and assessments; (iv) zoning and building laws, ordinances, resolutions and regulations; (v) such inchoate unfiled mechanics', carriers', workers', repairman's and other statutory liens, if any, which liens do not in the aggregate exceed $25,000 in amount; (vi) those matters set forth in Schedule B, Part 1, Exceptions from Coverage shown on the title insurance commitment for Real Property issued by the Title Company (defined below) and attached hereto as SCHEDULE 3.8(B), as the same may be revised following receipt of a survey of each property but only to the extent that neither Seller nor BCG has created or caused any such matters, or has no knowledge of any such matters, or has disclosed them in this Agreement; (vii) rights-of-way, building or use restrictions, exceptions, variances, reservations or other limitations or matters affecting title to or use of the Real Property (excluding any variance or nonconforming use known to either Seller or BCG but not disclosed in this Agreement) which do not materially impair the value of the Real Property or materially interfere with or impair the current use of the Real Property or any portion thereof or for which title insurance coverage is being provided to Buyer; (viii) such easements, rights-of-way, covenants, conditions, restrictions, reservations, limitations and other encumbrances as do not materially interfere with or impair the current use of the Real Property or any portion thereof or materially impair the value of the Real Property, but only to the extent that neither Seller nor BCG has not created or caused any such matters, or has no knowledge of any such matters, or has disclosed them in this Agreement, or to the extent they are disclosed as special exceptions in the title commitments provided to Buyer; and (ix) such minor defects, irregularities, encumbrances, easements, rights-of-way, encroachments and clouds on title as typically exist with respect to properties similar in character to such Real Property, are not caused by or through S...
Title to Properties and Related Matters. (a) The General Partner does not own, and has never owned, any real property.
Title to Properties and Related Matters. (a) MEDY has good and marketable title to or valid leasehold interests in their respective properties (the "Real Estate") reflected on the MEDY Financial Statements or acquired after the date thereof (other than personal properties sold or otherwise disposed of in the ordinary course of business), and all of such properties and all assets purchased by MEDY since the date of the most recent MEDY Financial Statements are free and clear of any lien, claim or encumbrance, except as reflected in the MEDY Financial Statements or notes thereto and except for:
Title to Properties and Related Matters. (a) DCR and DPC each has, and at Closing each Transferred Company will have (with respect to the Delaware Logistics Assets), (i) good and valid fee simple title to all of the owned real property listed in Section 4.16(a)(i) of Exhibit E (the “Owned Real Property”), free and clear of any Liens, except for Permitted Liens, (ii) good and valid rights in each of the leases, easements and access agreements listed in Section 4.16(a)(ii) of Exhibit E (the “Real Property Agreements”), free and clear of any Liens, except for Permitted Liens, and (iii) good and valid title to all of the personal property that constitutes a portion of the Delaware Logistics Assets, except in each case, for such defects in title as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Title to Properties and Related Matters. AmeriDyne has good and valid title to or valid leasehold interests in its properties reflected in the AmeriDyne Balance Sheet or acquired after the date thereof (other than properties sold or otherwise disposed of in the ordinary course of business), and all of such properties are held free and clear of all title defects, liens, encumbrances and restrictions, except, with respect to all such properties, (a) mortgages and liens securing debt reflected as liabilities on the AmeriDyne Balance Sheet and (b)(i) liens for current taxes and assessments not in default, (ii) mechanics', carriers', workmen's, materialmen's, repairmen's, statutory or common law liens either not delinquent or being contested in good faith, and (iii) encumbrances, covenants, rights of way, building or use restrictions, easements, exceptions, variances, reservations and other similar matters or limitations, if any, which do not have a material adverse effect on AmeriDyne's use of the property affected. Notwithstanding the preceding sentence, AmeriDyne makes no representation or warranty in this Section 3.17 or otherwise regarding the validity of title to any such properties in which AmeriDyne or such subsidiary has only a leasehold interest.
Title to Properties and Related Matters. (a) Torrance Pipeline has (i) good and valid fee simple title to all of the real property listed on Schedule 4.16(a)(i) (the “Owned Real Property”), free and clear of any Liens, except for Permitted Liens, (ii) except as as set forth in Schedule 4.7, good and valid rights in each of the leases, easements and access agreements listed on Schedule 4.16(a)(ii) (the “Leased Real Property”), free and clear of any Liens, except for Permitted Liens, and (iii) good and valid title to all of the equipment and personal property that constitutes a portion of the Assets, except in each case, for such defects in title as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Title to Properties and Related Matters. (a) As of the date hereof, Schedule 4.13(a)(i) sets forth a true, correct and complete list of (i) each parcel of real property (including any mineral interest) owned by Augusta (collectively, the “Owned Real Property”) and (ii) as of the date hereof, Schedule 4.13(a)(ii) sets forth a true, correct and complete list of each lease, sublease, license or other arrangement under which real property (including any mineral interest) is leased, occupied or possessed by Augusta or under which Augusta has a right to lease, occupy or possess real property (each, a “Real Property Lease” and each real property subject thereto, a “Leased Real Property”) (the Owned Real Property and Leased Real Property collectively referred to as the “Real Property”). With respect to each Leased Real Property, Schedule 4.13(a)(ii) sets forth the date of and parties to each lease and, the dates of all amendments to each lease. True, correct and complete copies of the Real Property Leases, and any amendments through the date hereof, have been made available to Buyer. To the extent that it is in possession thereof, the Company has provided preexisting owners’ title insurance policies for the Owned Real Property and preexisting ALTA surveys for the Real Property.
