Certain Property. None of the Collateral constitutes, or is the Proceeds of, (a) Farm Products, (b) Health Care Insurance Receivables or (c) vessels, aircraft or any other property subject to any certificate of title or other registration statute of the United States, any State or other jurisdiction, except for personal vehicles owned by the Grantors and used by employees of the Grantors in the ordinary course of business with an aggregate fair market value of less than $100,000 (in the aggregate for all Grantors).
Certain Property. Except as set forth on Schedule 8, none of the Collateral constitutes, or is the Proceeds of, (a) Farm Products, (b) Health-Care-Insurance Receivables or (c) vessels, aircraft or any other property subject to any certificate of title or other registration statute of the United States, any state or other jurisdiction, except for personal vehicles owned by the Grantors and used by employees of the Grantors in the ordinary course of business.
Certain Property. No Grantor owns (a) standing timber that is to be cut and removed under a conveyance or contract for sale, (b) animals, (c) crops grown, growing, or to be grown, even if the crops are produced on trees, vines or bushes, or (d) manufactured homes.
Certain Property. None of the Collateral constitutes, or is the Proceeds of, (a) Farm Products, (b) Health-Care-Insurance Receivables or (c) except as set forth on Schedule 5, vessels, aircraft, vehicles or any other property subject to any certificate of title or other registration statute of the United States, any State or other jurisdiction.
Certain Property. (i) Schedule 6.02(q)(i) sets forth all the Company Owned Real Property. Except as set forth on Schedule 6.02(q)(i), the Company has title insurance insuring indefeasible, fee simple title in and to the Company Owned Real Property, free and clear of all Liens other than Permitted Encumbrances, except as specifically noted in such title insurance policies. True and complete copies of such policies together with all amendments, waivers or other changes thereto have been furnished to Laredo or its representative. The material improvements on each parcel of Company Owned Real Property have access to such sewer, water, gas, electric, telephone and other utilities as are necessary to allow the business of the Company operated thereon to be operated in the Ordinary Course of Business. Except as set forth on Schedule 6.02(q)(i), the material improvements located on each parcel of Company Owned Real Property are in sufficiently good condition (except for ordinary wear and tear) to allow the business of the Company to be operated in the Ordinary Course of Business. The current use of the Company Owned Real Property by the Company does not violate in any material respect any restrictive covenants of record listed in the applicable title insurance policies as affecting any of the Company Owned Real Property.
(ii) Except for Company Leased Real Property obligations which are less than $100,000 annually, set forth on Schedule 6.02(q)(ii) is a list of all Company Leased Real Property. Each lease set forth on Schedule 6.02(q)(ii) is a valid and binding obligation of the Company and, subject to any of such leases being terminated in the Ordinary Course of Business and in accordance with the terms thereof, is in full force and effect. Except as set forth on Schedule 6.02(q)(ii), the Company is not in default in any material respect under any lease set forth on Schedule 6.02(q)(ii).
Certain Property. (i) Schedule 6.03(r)(i) sets forth all the Laredo Owned Real Property. Except as set forth on Schedule 6.03(r)(i), Laredo has title insurance insuring indefeasible, fee simple title in and to the Laredo Owned Real Property, free and clear of all Liens other than Permitted Encumbrances, except as specifically noted in such title insurance policies. True and complete copies of such policies together with all amendments, waivers or other changes thereto have been furnished to the Company or its representative. The material improvements on each parcel of Laredo Owned Real Property have access to such sewer, water, gas, electric, telephone and other utilities as are necessary to allow the business of Laredo operated thereon to be operated in the Ordinary Course of Business. Except as set forth on Schedule 6.03(r)(i), the material improvements located on each parcel of Laredo Owned Real Property are in sufficiently good condition (except for ordinary wear and tear) to allow the business of Laredo to be operated in the Ordinary Course of Business. The current use of the Laredo Owned Real Property by Laredo does not violate in any material respect any restrictive covenants of record listed in the applicable title insurance policies as affecting any of the Laredo Owned Real Property.
(ii) Except for Laredo Leased Real Property obligations which are less than $100,000 annually, set forth on Schedule 6.03(r)(ii) is a list of all Laredo Leased Real Property. Each lease set forth on Schedule 6.03(r)(ii) is a valid and binding obligation of Laredo and, subject to any of such leases being terminated in the Ordinary Course of Business and in accordance with the terms thereof, is in full force and effect. Except as set forth on Schedule 6.03(r)(ii), Laredo is not in default in any material respect under any lease set forth on Schedule 6.03(r)(ii).
Certain Property. Notwithstanding any other provision hereof, Buyer and Sellers acknowledge that Buyer has not yet completed its due diligence investigation with respect to the title, survey and environmental issues relating to the real property (i) owned by Target located at 806 – 000 X. 0xx Xxxxxx (Parcel Number 0016-0-00200), 810 – 000 X. 0xx Xxxxxx (Parcel Number 0016-0-00250) and 000 X. 0xx Xxxxxx (Parcel Number 0016-0-00200) (collectively, the “Xxxxxxx Hide Parcels”) and (ii) owned by Port St. Louis Condominium, LLC located at 801 and 807 N. Xxxxxx X. Xxxxxxxx Boulevard (Parcel Numbers 0000-00-0000 and 0016-00-0650) (collectively, the “Port St. Louis Parcels”). Accordingly, at any time prior to fifteen (15) days before the Closing Date, Buyer may notify Parent by one or more written notices that Buyer does not elect to include either or both of the Xxxxxxx Hide Parcels and the Port St. Louis Parcels as part of the acquisitions by Buyer hereunder on the Closing Date. In the event that Buyer elects not to include the Xxxxxxx Hide Parcels as Purchased Assets, Target shall transfer title to the Xxxxxxx Hide Parcels to another Person (other than one of the Companies) on or before the Closing Date such that Target no longer holds title to the Xxxxxxx Hide Parcels on the Closing Date, and the Xxxxxxx Hide Parcels shall be excluded from the Real Property defined herein for all purposes of this Agreement. In the event that Buyer elects not to include the Port St. Louis Parcels as Purchased Assets, Parent shall not cause Port St. Louis Condominium, LLC to convey the Port St. Louis Parcels to any of the Companies prior to the Closing Date, Buyer shall not acquire any interest therein and the Port St. Louis Parcels shall be excluded from the Real Property defined herein for all purposes of this Agreement. However, if Buyer does not notify Seller within the time period set forth above that it does not elect to include the Port St. Louis Parcels in the acquisitions by Buyer hereunder, Parent shall cause Port St. Louis Condominium, LLC to convey all of its Property located at 801 and 807 N. Xxxxxx X. Xxxxxxxx Boulevard (Parcel Numbers 0000-00-0000 and 0016-00-0650) to RE prior to the Closing Date by special warranty deed and shall obtain an endorsement to its Owner’s Title Insurance Policy issued by Land American Title Insurance Company reflecting RE as the owner, and the Port St. Louis Parcels shall constitute owned Real Property, as of the date of recording of such special warrant...
Certain Property. None of the Company’s or its Subsidiary’s assets: (A) is property required to be treated as owned by another person pursuant to former Section 168(f)(8) of the Code; (B) is “tax-exempt use property” within the meaning of Section 168(h) of the Code; or (C) directly or indirectly secures any debt the interest on which is excludable from gross income under Section 103(a) of the Code.
Certain Property. As of the Closing Date, none of the Collateral constitutes, or is the Proceeds of, (a) Farm Products or (b) Health Care Insurance Receivables.
Certain Property. None of the Collateral constitutes, or is the Proceeds of, Farm Products, Health Care Insurance Receivables or vessels, or aircraft.
