Title to Property and Related Matters. The Acquiree has, and at the time of the Closing will have, good and marketable title to all of its properties, and assets, real, personal and mixed, owned by it at the date of this Agreement or acquired by it after the date of this Agreement, of any kind or character, free and clear of any liens or encumbrances, except (i) those set forth in Schedule 3.11, and (ii) liens for current taxes not yet delinquent. Schedule 3.11 also contains a general description of all real property in which Acquiree has an ownership interest. Except as set forth in said Schedule 3.11 and except for matters that may arise in the ordinary course of business, the assets of the Acquiree are in good operating condition and repair, reasonable wear and tear excepted. There does not exist any condition that materially interferes with the use thereof in the ordinary course of the business of the Acquiree.
Title to Property and Related Matters. The Acquiree has good and marketable title to all of its properties and assets, real, personal and mixed, owned by it at the date of this Agreement or acquired by it after the date of this Agreement, of any kind or character, free and clear of any liens or encumbrances. Except as set forth in said Schedule 4(i) and except for matters that may arise in the ordinary course of business, the Acquiree's assets are in good operating condition and repair, reasonable wear and tear excepted. There does not exist any condition that materially interferes with the use thereof in the ordinary course of the Acquiree's business.
Title to Property and Related Matters. (i) Except as set forth in Schedule 4.01(f)(i), each Seller will have, as of the Closing Date, good and marketable title to all of such Seller's Transferred Assets which it owns or purports to own, including, without limitation, the properties and assets reflected on the Closing Balance Sheet, free and clear of any Encumbrances except Permitted Encumbrances.
Title to Property and Related Matters. (a) There are no violations of any covenants or restrictions encumbering the Assets, and there are no violations of any Applicable Laws relating to the Licenses or the operation of the Facility for the Permitted Use or any other Applicable Laws of any Governmental Authorities applicable to the Assets or the operations thereof. Seller has no knowledge of any agreements, documents or instruments which are not recorded among the land records but which affect the title to the Facility.
Title to Property and Related Matters. The Company and each of its Subsidiaries has good and marketable title to all the real and personal property reflected on the Base Balance Sheet or subsequently acquired (except for properties or interests in properties sold or otherwise disposed of since the date of the Base Balance Sheet in the ordinary course of business) free and clear of all Encumbrances, except for (w) contractual retention of title prior to payment, (x) mechanics', workmen's, or other like liens arising or incurred in the ordinary course of business, (y) encumbrances or other imperfections of title, if any, which do not materially affect the marketability of the property subject thereto and do not materially impair the use of the property subject thereto as presently conducted, and (z) except as reflected on SCHEDULE 2.07.
Title to Property and Related Matters. On the date hereof, Seller has, and on the Closing Date will have, good and marketable title to all of the Seller Assets, free and clear of any liens or encumbrances, and all of Seller’s assets and properties are reflected on the Base Balance Sheet (subject to dispositions or replacements prior to Closing in the ordinary course of business). The Seller Assets, together with the items excluded from the definition of “Seller Assets” as set forth in Section 1.1, constitute all of the assets and properties used in the Seller Business of any kind or character as heretofore conducted. Except as set forth on Schedule 6.9 and except for matters that may arise in the ordinary course of business, Seller’s material assets are in good operating condition and repair, reasonable wear and tear and normal obsolescence excepted. Schedule 1.1(b) contains a materially accurate description of information which Seller is prohibited or restricted from disclosing or transferring to Buyer pursuant to the terms of any confidentiality or similar agreement. To the best of the knowledge of Seller, there does not exist any condition or agreement that materially interferes with the use of the Seller Assets in the conduct of the Seller Business in the ordinary course. Seller has no interest in real property other than as lessee pursuant to the Facility Leases.
Title to Property and Related Matters. (a) With respect to each parcel of Real Property, the Company or one of its Subsidiaries holds good and indefeasible fee simple title to such parcel and all structures, fixtures and improvements thereon, free and clear of any liens or encumbrances other than any lien or encumbrance (i) for Taxes not yet due and payable or which are being contested in good faith, (ii) that does not materially detract from the value of affected parcel, (iii) that does not materially interfere with the current or currently projected uses of the affected parcel at full capacity, or (iv) caused by Purchaser or any of Purchaser's subsidiaries.
Title to Property and Related Matters. The Acquiree has and at the time of Closing will have good and marketable title to all of its properties, and assets, real, personal and mixed, owned by it at the date of this Agreement or acquired by it after the date of this Agreement, of any kind or character, free and clear of any liens or encumbrances, except (i) those set forth in Schedule 3.11; (ii) liens for current taxes not yet delinquent; and (iii) liens or encumbrances which do not materially impair the use, occupancy or value of the assets and properties of the Acquiree or otherwise materially impair business operations. Except as set forth in said Schedule 3.11 and except for matters that may arise in the ordinary course of business, the assets of the Acquiree are in good operating condition and repair, reasonable wear and tear excepted. There does not exist any condition that materially interferes with the use thereof in the ordinary course of the business of the Acquiree.
Title to Property and Related Matters. INI has, and at the time of the Closing will have, good and marketable title to all of its properties, interests in properties and assets, real, personal and mixed, owned by it at the date of this Agreement or acquired by it after the date of this Agreement, of any kind or character, free and clear of any liens or encumbrances. Except for matters that may arise in the ordinary course of business, the assets of INI are in good operating condition and repair, reasonable wear and tear excepted. To the best of the knowledge of INI, there does not exist any condition that materially interferes with the use thereof in the ordinary course of the business of INI.
Title to Property and Related Matters. (a) Seller has received no written notice of and Seller has no knowledge of (a) any violations of any covenants or restrictions encumbering the Assets, or (b) any violations of any zoning codes, or ordinances or other Applicable Laws of any Governmental Authorities applicable to the Assets. Seller has no knowledge of any agreements, documents, or instruments which are not recorded among the land records but which affect the title to any Facility. Subject to Permitted Liens (as hereinafter defined) Seller has good and marketable fee simple title to the Owned Facilities and all Assets associated therewith, except for the Owned Facilities which are set forth on Schedule 2.8(a) (the "Conveyance Assets") that are currently leased by Seller pursuant to the leases more particularly described thereon, including all documents and instruments executed by Seller in connection therewith as set forth on such schedule and including all amendments and modifications thereto (the "Conveyance Asset Leases"). Seller hereby represents and warrants that Seller has a valid and enforceable right to purchase the Conveyance Assets pursuant to valid purchase agreements and which Seller is obligated to acquire fee simple title to and to convey to Purchaser, or to cause Purchaser to acquire directly, pursuant to Section 4.17. Seller has title to the Owned Assets other than the Conveyance Assets free and clear of all mortgages, liens, pledges, charges or encumbrances of any kind or character, except for (i) the indebtedness evidenced by recorded mortgages of record, which Seller shall cause to be paid and released as of Closing; (ii) statutory liens for taxes and other impositions which are not yet delinquent; (iii) the matters defined as "Permitted Encumbrances" in Section 4.10(b) hereof, and (iv) such encumbrances as will be cured or removed by Seller as of the Closing for such portion of the Assets encumbered thereby ("Permitted Liens").
