TITLE TO PROPERTY; ABSENCE OF LIENS Clause Samples
TITLE TO PROPERTY; ABSENCE OF LIENS. (a) Neither Company nor any of its Subsidiaries owns any real property. Company and each of its Subsidiaries have good and valid title to, or in the case of leased properties and assets, valid leasehold interests in, all of their properties and assets, free and clear of all liens, pledges, hypothecations, charges, mortgages, security interests, encumbrances, claims, infringements, interferences, options, right of first refusals, preemptive rights, community property interests or restrictions of any nature, any restriction on the transfer of any security or other asset, any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset) ("Liens"), other than Liens for Taxes not yet due and payable, and such Liens or other imperfections of title, if any, as do not materially detract from the value of or materially interfere with the present use of the property affected thereby; and all leases pursuant to which Company or any of its Subsidiaries lease from other Persons material real or personal property are in good standing, valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default of Company or any of its Subsidiaries or, to Company's Knowledge, any other party (or any event which with notice or lapse of time, or both, would constitute a default and in respect of which Company or Subsidiary has not taken adequate steps to prevent such default from occurring).
TITLE TO PROPERTY; ABSENCE OF LIENS. Target has good and valid title to all of its properties, interests in properties and assets, real and personal, reflected in the Target Balance Sheet or acquired after the Target Balance Sheet Date (except properties, interests in properties and assets sold or otherwise disposed of since the Target Balance Sheet Date in the ordinary course of business and consistent with past practice), or with respect to leased properties and assets, valid leasehold interests in, free and clear of all Liens of any kind or character, except (a) the Lien of current taxes not yet due and payable, (b) such imperfections of title and Liens as do not and will not materially detract from or interfere with the use of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties, and (c) Liens securing debt which is reflected on the Target Balance Sheet. The real properties, structures, buildings, equipment, and the tangible personal property owned, operated, or leased by Target are (x) in good repair, order, and condition, except for depletion, depreciation, and ordinary wear and tear, (y) suitable for the uses for which they were intended, and (z) free from any known structural defects. There are no conditions of record, or other impediments which materially interfere with the intended uses by Target of the real property or tangible personal property owned or leased by it. Target has not received any notice of any violation of any applicable law, building code, zoning ordinance, or other similar law. All properties used in the operations of Target are reflected in the Target Balance Sheet to the extent GAAP requires the same to be reflected.