Title to Properties; Encumbrances; Condition. Except as set forth in Schedules 4.9 or 4.10, and except for properties and assets reflected in the Financial Statements or acquired since the Balance Sheet Date which have been sold or otherwise disposed of in the ordinary course of business, Sellers have good and valid title to the Assets, in each case subject to no Encumbrances except for (a) Encumbrances consisting of easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto that do not materially detract from the value of, or materially impair the use of, such property by Sellers in the operation of the Business, (b) Encumbrances for current taxes, assessments or governmental charges or levies on property not yet due or delinquent, (c) Encumbrances created by Purchaser, and (d) Encumbrances relating to Assumed Obligations (liens of the type described in clauses (a), (b), (c) and (d) above are hereinafter sometimes referred to as "Permitted Encumbrances"). Sellers have heretofore furnished Purchaser with a fixed asset ledger, which sets forth all fixed assets owned by Sellers as of the Balance Sheet Date. Sellers and the Shareholders are not aware of any defects in such assets that would have a Material Adverse Effect on the ability of Purchaser to use such assets in the Business, ordinary wear and tear excepted.
Title to Properties; Encumbrances; Condition. (a) The Company owns no -------------------------------------------- interests in real properties. The Company has good, valid and legal title to all other properties (personal and mixed, tangible and intangible) that it purports to own and a valid leasehold interest in all properties that it has leased. With respect to property it leases, the Company is in compliance with such leases in all material respects.
Title to Properties; Encumbrances; Condition. The Contributed Assets are free of any Encumbrance of any kind except for Encumbrances for current taxes, assessments or governmental charges or levies on property not yet due and delinquent, or statutory Encumbrances of landlords, carriers, mechanics and similar Encumbrances arising by operation of law in the ordinary course of business for sums not yet delinquent (such liens collectively, the "Permitted Encumbrances"), and upon the consummation of the Closing the Company will acquire valid and marketable title to the Contributed Assets free of Encumbrances other than Permitted Encumbrances. The Equipment is in a state of good working condition and repair. For purposes of this Contribution Agreement, "Encumbrances" shall mean liens, security interests, options, rights of first refusal, easements, mortgages, charges, debentures, indentures, deeds of trust, rights-of-way, restrictions, agreements, encroachments, licenses, leases, permits, security agreements or any other encumbrances and other restrictions or limitations on use of real or personal property or irregularities in title thereto.
Title to Properties; Encumbrances; Condition. Except as set forth on Schedule 7.8 or on any of the other Schedules hereto and except for properties and assets reflected in the Group Financial Statements or acquired since the Group Balance Sheet Date which have been sold or otherwise disposed of in the ordinary course of business, Group owns outright, and has, and shall at
Title to Properties; Encumbrances; Condition. Except as set forth on -------------------------------------------- Schedule 4.7 or any of the other Schedules hereto and except for properties and assets reflected in the Financial Statements or acquired since the Balance Sheet Date which have been sold or otherwise disposed of in the ordinary course of business, Seller owns outright, and has, and shall at the Closing have, full legal and beneficial title to all of its Assets, in each case subject to no Encumbrances except for Permitted Encumbrances. Except as set forth on Schedule 4.7, each Asset is in good operating condition and repair, subject to ordinary wear and tear, and has been maintained in accordance with the manufacturers' specifications, and each Asset is in compliance with all appli cable federal and state laws and regulations. The Inventory consists of items of a quality and quantity usable or saleable in the regular course of business of Seller.
Title to Properties; Encumbrances; Condition. (a) The Company has good, valid and marketable title to all the assets, rights and property, real, personal or mixed, tangible or intangible, owned, used or useful in the operations of the Company, including, without limitation, (i) all the assets reflected in the Company Balance Sheet (except for assets disposed of since August 31, 1995 by the Company in the ordinary course of business) and (ii) all tangible and intangible assets, agreements, leases, licenses, and permits used by or useful to the Company which exist or are in effect as of the date hereof free and clear of all Liens, except (w) as set forth in Schedule 3.09-1 delivered by Sellers to Foodbrands upon the execution of this Agreement, (x) Liens for current Taxes not yet delinquent and Taxes for which adequate provision is made in the Company Balance Sheet, (y) statutory liens for obligations not yet due and (z) minor imperfections of title and encumbrances, if any, the total of which is not substantial in amount and which do not materially detract from the value of the property subject thereto and do not impair the use of such properties and assets or the business and operations of the Company (such Liens referred to in clauses (w), (x), (y) and (z) of this sentence are hereinafter referred to as "Permitted Liens").
Title to Properties; Encumbrances; Condition. Except as set forth on Schedule 4.8 or on any of the other Schedules hereto and except for properties and assets reflected in the Casper Financial Statements or acquired since the Casper Balance Sheet Date that have been sold or otherwise disposed of in the ordinary course of business, Casper owns outright, and has, and shall at the Closing have, full legal and beneficial title to all of its assets, in each case subject to no Encumbrances except for Permitted Encumbrances. The assets of Casper consist of all properties and assets necessary to operate the Business in the manner it has been operated prior to the date hereof. Except as set forth on Schedule 4.8, each asset of Casper, including without limitation all Equipment, is in good operating condition and repair, subject to ordinary wear and tear, and, to the best knowledge of Casper and the Casper Shareholders, has been maintained in accordance with the manufacturers' specifications, and each asset is, to the best knowledge of Casper and the Casper Shareholders, in compliance with all applicable federal and state laws and regulations. Casper's Inventory consists of items of a quality and quantity usable or saleable in the regular course of business of Casper.
Title to Properties; Encumbrances; Condition. Except as set forth in Schedule 5.8 or 5.9, and except for properties or assets reflected in the Financial Statements or acquired since the Balance Sheet Date which have been sold or otherwise disposed of in the ordinary course of business, Ski West (or the Subsidiaries, as appropriate) has good and valid title or leasehold interest to the Assets, in each case subject to no Encumbrances except for (i) Encumbrances consisting of easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto that do not materially detract from the value of, or materially impair the use of, such property by Ski West or the Subsidiaries in the operation of the Business, and (ii) Encumbrances for current Taxes, assessments or governmental charges or levies on property not yet due or delinquent and identified on Schedule 5.8 (collectively, “Permitted Encumbrances”). Neither Ski West nor either Seller has any knowledge of any defects in any of the Assets that are material to Ski West or the operation of the Business as now conducted.
Title to Properties; Encumbrances; Condition. Except as set forth on Schedule 4.8 or on any of the other Schedules hereto and except for properties and assets reflected in the Pride Financial Statements or acquired since the Pride Balance Sheet Date which have been sold or otherwise disposed of in the ordinary course of business, Pride owns outright, and has, and shall at the Closing have, full legal and beneficial title to all of its assets, in each case subject to no Encumbrances except for Permitted Encumbrances. The assets of Pride consist of all properties and assets necessary to operate the Business in the manner it has been operated prior to the date hereof. Except as set forth on Schedule 4.8, each asset of Pride is in good operating condition and repair, subject to ordinary wear and tear, and, to the best knowledge of Pride and the Pride Shareholders, has been maintained in accordance with the manufacturers' specifications, and each asset is, to the best knowledge of Pride and the Pride Shareholders, in compliance with all applicable federal and state laws and regulations. Pride's Inventory consists of items of a quality and quantity usable or saleable in the regular course of business of Pride.
Title to Properties; Encumbrances; Condition. Except as set forth in Schedule 4.8 attached hereto and except for properties and assets reflected in the Financial Statements or acquired since the Balance Sheet Date which have been sold or otherwise disposed of in the ordinary course of business, Seller and each Subject Company has good and valid title or right of perpetual usufruct (or leasehold interest with respect to leased assets) to each of its respective assets relating to the Power Generation Business (real and personal, tangible and intangible), including, without limitation, each of such assets (a) reflected in the Financial Statements and (b) purchased by Seller or such Subject Company since the Balance Sheet Date; in each case subject to no Encumbrance of any kind except as set forth on Schedule 4.8 and for (i) Encumbrances which do not materially detract from the value of, or materially impair the use of, such assets by Seller or such Subject Company in the operation of the Power Generation Business, and (ii) Encumbrances for current taxes, assessments or governmental charges or levies or mechanic's liens on property not yet delinquent except that this representation does not relate to any Acquired Intellectual Property (title to and Encumbrances on such Intellectual Property being covered by Section 4.17) (liens of the type described in clauses (i) and (ii) above are hereinafter sometimes referred to as "Permitted Encumbrances"). Within 45 days after the date of this Agreement, Seller shall furnish FW with a fixed asset ledger which sets forth all fixed assets having a book value in excess of $100,000 relating to the Power Generation Business owned by Seller or any Subject Company as of May 31, 1995, the location of such assets and the owner thereof. Except as such ledgers shall set forth, Seller or a Subject Company directly owns each of the fixed assets set forth therein. Each such asset that is currently in use as of the date of this Agreement is in good operating condition and repair subject only to ordinary wear and tear (but with respect to such assets located in Sosnowiec, Poland, such representation is to the extent they are adequate for completion of the Turox Xxxtract without incurring capital expenditures in excess of the currently budgeted amounts set forth in Schedule 4.31), to the extent required by any continuing manufacturer's warranty has been maintained in accordance with the manufacturer's specifications in all material respects and is substantially fit for the purposes ...
