Assets and Liens Sample Clauses
Assets and Liens. Each of the Borrower Parties and their respective Subsidiary Entities has good and marketable fee or leasehold title to all Property and assets reflected in the financial statements referred to in Section 6.1 above, except Property and assets sold or otherwise disposed of in the ordinary course of business subsequent to the respective dates thereof. None of the Borrower Parties, nor their respective Subsidiary Entities, has outstanding Liens on any of its Properties or assets nor are there any security agreements to which it is a party, except for Liens permitted in accordance with Section 8.1.
Assets and Liens. (1) Each of the Borrower and its Subsidiary Entities has good and marketable title to all Property and assets reflected in the financial statements referred to in Section 4.1 above, except Property and assets sold or otherwise disposed of in the Ordinary Course of Business subsequent to the respective dates thereof. The Operating Company Entities have good and marketable title to all of the Mortgaged Property, free and clear of all Liens whatsoever except the Senior Permitted Encumbrances. The Mortgaged Property constitutes all of the Real Property, Personal Property, equipment and fixtures currently owned, leased or licensed by the Operating Company Entities. The Collateral constitutes all of the Property currently owned, leased or licensed by the Borrower.
(2) The Pledge Agreement and the other Loan Documents, upon filing of UCC financing statements in the applicable jurisdiction or taking possession of any certificates issued under the applicable Organizational Documents of the pledged Person, create and constitute a valid and perfected Lien on the Collateral for the full amount of the Loan, free and clear of all Liens. There are no Liens encumbering the Mortgaged Property other than Senior Permitted Encumbrances. Except as may be indicated in and insured over by the Senior Title Policy, to the Borrower’s Knowledge there are no claims for payment for work, labor or materials affecting the Mortgaged Property which are or may become a lien prior to, or of equal priority with, the Liens created by the Senior Security Instruments. None of the Senior Permitted Encumbrances will have a material adverse affect on the Mortgaged Property which they encumber. Except for Lots released in accordance with Section 6.4(6) of this Agreement, the Borrower shall cause the Operating Company Entities to each preserve its right, title and interest in and to the Mortgaged Property for so long as any Obligations remain outstanding and will warrant and defend same and the validity and priority of the Lien of the Senior Security Instruments from and against any and all claims whatsoever other than the Senior Permitted Encumbrances. The Borrower shall preserve its right, title and interest in and to the Collateral for so long as any Obligations remain outstanding and will warrant and defend same and the validity and priority of the Lien of the Pledge Agreement from and against any and all claims whatsoever.
Assets and Liens. (1) Borrower has good and marketable title to the Mortgaged Property, free and clear of all Liens whatsoever except the Permitted Encumbrances. The Mortgaged Property constitutes all of the Property currently owned, leased or licensed by the Borrower.
(2) The Security Instruments, when properly recorded in the appropriate records, together with any Uniform Commercial Code financing statements required to be filed in connection therewith, will create (i) a valid, perfected first mortgage lien on the Real Property and the Improvements, subject only to Permitted Encumbrances and (ii) perfected security interests in and to, and perfected collateral assignments of, all personalty (including the Leases), all in accordance with the terms thereof, in each case subject only to any applicable Permitted Encumbrances. Except as may be indicated in and insured over by the Title Policies, to the Borrower’s Knowledge there are no claims for payment for work, labor or materials affecting the Mortgaged Property which are or may become a lien prior to, or of equal priority with, the Liens created by the Loan Documents. None of the Permitted Encumbrances will have a material adverse affect on the Mortgaged Property which they encumber. Except for Released Property released in accordance with Section 6.4(3)(iii) hereto, Borrower shall preserve its right, title and interest in and to the Mortgaged Property for so long as any Obligations remain outstanding and will warrant and defend same and the validity and priority of the Lien of the Security Instruments from and against any and all claims whatsoever other than the Permitted Encumbrances.
Assets and Liens. Each of the CNL Entities has good and marketable title to all Property and assets reflected in the financial statements referred to in Section 6.1 above, except Property and assets sold or otherwise disposed of in the Ordinary Course of Business subsequent to the respective dates thereof, None of the CNL Entities has outstanding Liens on any of its Properties or assets nor are there any security agreements to which it is a party, except for Liens permitted in accordance with Section 8. 1.
(1) The CNL Resort Property Owners have good and marketable title to the CNL Resort Properties identified in Schedule G-2, free and clear of all Liens whatsoever except for Liens permitted in accordance with Section 8.1. None of the Permitted Encumbrances with respect to the CNL Resort Properties have a CNL Resort Material Adverse Effect.
Assets and Liens. Except as set forth in Section 2.13 of the Disclosure Schedule, the Company has good and marketable title to, or valid leasehold interests in, all of its personal properties and assets. None of the properties and assets of the Company are subject to any Liens, other than Permitted Liens, and there are no facts, circumstances or conditions known to the Company that may result in any Liens (other than Permitted Liens).
Assets and Liens. Each Borrower has good and marketable title to all Assets reflected in its respective financial statements referred to in Section 6.1 above. Neither Borrower has outstanding Liens on any of its Assets nor are there any security agreements to which it is a party, except as described in such financial statements.
Assets and Liens. CPC has good and marketable title to all of the CPC Charleston Assets, free and clear of all Liens (subject to the Assumed Liabilities and the provisions contained in the Existing JOA, for the period prior to Closing, and the provisions contained in the Amended JOA, for the period subsequent to Closing). CPC is the record and beneficial owner of 100% of the CPC Joint Venture Interest, free and clear of all Liens (subject to the Assumed Liabilities and the provisions contained in the Existing JOA, for the period prior to Closing, and the provisions contained in the Amended JOA, for the period subsequent to Closing) and options to purchase or any other right created by CPC (or its predecessors-in-interest) in favor of a third party (excluding any rights created under the Existing JOA). CPC and MNG do not make any representation or warranty with regard to any assets already owned by the Joint Venture, except that CPC and MNG hereby acknowledge and agree that neither CPC nor MNG has any interest in any real property or any tangible personal property used in and useful to the Joint Venture that was previously contributed to, or acquired by, the Joint Venture.
Assets and Liens. Borrower owns all of its assets, subject to no Liens except (i) Liens in favor of the Lender and (ii) the liens set forth on Schedule 5.09 (the “Permitted Liens”) attached hereto. The Borrower has all assets necessary to reasonably satisfy the current and reasonably anticipated business activities of the Borrower.
Assets and Liens. Securities Acts
Assets and Liens