Except for Permitted Encumbrances Sample Clauses

Except for Permitted Encumbrances. Borrower and any Subsidiary has good title to all of its properties and assets free and clear of all restrictions and Liens of any kind other than those which could not have a Material Adverse Effect or a material adverse effect on the validity, authorization and/or enforceability of the Financing Documents and/or any provision thereof.
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Except for Permitted Encumbrances the Dealer Loans and the Real Property Interests, one or more of the Sellers have good and valid title to, or own the rights to possess, use, and obtain the benefits of, all of the Purchased Assets. The Sellers shall, on the Closing Date, have good and valid title to, or own
Sample 1
Except for Permitted Encumbrances the Companies shall remit any and all sales taxes when due to the appropriate sales tax authorities when any such remittances are due and payable, provided, however, that such remittances need not be made on or before such due date if: i) such 29 30 sales taxes are being diligently contested by the Companies in good faith and by appropriate proceedings; ii) the Companies establish such reserves as may be required by GAAP and iii) the failure to remit such sales taxes does not create a lien in favor of such sales tax authorities, or impose upon the Agent any obligation to segregate proceeds.
Sample 1
Except for Permitted Encumbrances. (i) the Franchisor has not sold, assigned, transferred, conveyed, pledged, granted a security interest in, or otherwise disposed of any interest in any of the Franchise Agreements or its rights thereunder, (ii) the Franchisor is the sole beneficiary of the Franchise Agreements (other than the Franchisees), and (iii) the Franchisor owns the rights of the franchisor thereunder, free and clear of any Encumbrances.
Sample 1
Except for Permitted Encumbrances. Borrower and ---------------- any Subsidiary has good title to all of its properties and assets, including without limitation, the Database free and clear of all restrictions and Liens of any kind other than those which could not have a Material Adverse Effect.
Sample 1
Except for Permitted Encumbrances the Borrower shall not, nor shall it permit any Subsidiary to, create, assume, incur or suffer to exist any mortgage, hypothec, lien, prior claims, security interest, charge or other encumbrance or rights in respect of any property of the Borrower or of any Subsidiary, whether the property is owned at the date of this Agreement or acquired subsequently;
Sample 1
Except for Permitted Encumbrances. Mortgagor covenants and agrees not to create, nor permit to accrue, upon all or any part of the Mortgaged Property, any debt, lien or charge which would be prior to, or on a parity with, or subordinate to, the lien of this Mortgage without the prior written consent of Mortgagee.
Sample 1
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Related to Except for Permitted Encumbrances

  • Permitted Encumbrances The term “Permitted Encumbrances” shall mean:

  • Title to Properties; Absence of Liens and Encumbrances (a) The Company owns no real property, nor has it ever owned any real property. Schedule 2.10(a) sets forth a list of all real property currently leased by the Company, the name of the lessor and the date of the lease and each amendment thereto. All such current leases are in full force and effect, are 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 (or event which with notice or lapse of time, or both, would constitute a default) by the Company or, to the knowledge of the Company, any other party.

  • Title to Properties; Liens and Encumbrances The Company has good and marketable title to all of its material properties and assets, both real and personal, and has good title to all its leasehold interests, in each case subject only to mortgages, pledges, liens, security interests, conditional sale agreements, encumbrances or charges created in the ordinary course of business.

  • Title to Properties; Encumbrances The Company does not currently own, nor has it ever owned (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 of all (A) the Assets that the 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 Company since the date of the Balance Sheet (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 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, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the 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 Business and are in good working order, ordinary wear and tear excepted.

  • Liens and Encumbrances The Company shall not directly or indirectly make, create, incur, assume or permit to exist any assignment, transfer, pledge, mortgage, security interest or other lien or encumbrance of any nature in, to or against any part of the Pledged Property or of the Company's capital stock, or offer or agree to do so, or own or acquire or agree to acquire any asset or property of any character subject to any of the foregoing encumbrances (including any conditional sale contract or other title retention agreement), or assign, pledge or in any way transfer or encumber its right to receive any income or other distribution or proceeds from any part of the Pledged Property or the Company's capital stock; or enter into any sale-leaseback financing respecting any part of the Pledged Property as lessee, or cause or assist the inception or continuation of any of the foregoing.

  • Title to Properties; Absence of Encumbrances The Borrower and each other member of the Borrower Affiliated Group has good and marketable title to all of the properties, assets and rights of every name and nature now purported to be owned or leased by it, including, without limitation, such properties, assets and rights as are reflected in the Initial Financial Statement (except such properties, assets or rights as have been disposed of since the date thereof and which are not material to its business or the disposition of which have been approved by the Lender), free from all Encumbrances except Permitted Encumbrances, and, except as disclosed to the Lender, free from all defects of title that could reasonably be expected to result in a Material Adverse Effect. All such properties and assets and all properties which are leaseholds are free and clear of all title defects or objections, liens, claims, charges, security interests and other Encumbrances (except Permitted Encumbrances) of any nature whatsoever except, with respect to all such properties and assets, (i) provisions of existing building and zoning laws, provided that such provisions would not materially interfere with the Borrower’s or any other member of the Borrower Affiliated Group’s use of such properties, (ii) liens for current taxes not yet due, and (iii) as otherwise disclosed on Exhibit D hereto. The rights, properties and other assets presently owned, leased or licensed by each of the Borrower and each other member of the Borrower Affiliated Group and described elsewhere in this Agreement include all rights, properties and other assets necessary to permit the Borrower and such member of the Borrower Affiliated Group to conduct its businesses in all material respects in the same manner as its businesses have been conducted prior to the date hereof. At the time the Borrower or any other member of the Borrower Affiliated Group pledges, sells, assigns or transfers to the Lender any instrument, document of title, security, chattel paper or other property (including Inventory, contract rights and Accounts) or any proceeds or products thereof, or any interest therein, the Borrower or such member of the Borrower Affiliated Group shall be the lawful owner thereof and shall have good right to pledge, sell, assign or transfer the same; none of such properties shall have been pledged, sold, assigned or transferred to any Person other than the Lender or in any way encumbered except as disclosed to the Lender; and the Borrower or such member of the Borrower Affiliated Group shall defend the same against the claims and demands of all Persons. Neither the Borrower nor any other member of the Borrower Affiliated Group owns any real property.

  • 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 Property; Encumbrances (a) The Company does not own any real property or any Structures.

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