ENTIRE BUSINESS; TITLE TO PROPERTY Sample Clauses

ENTIRE BUSINESS; TITLE TO PROPERTY. (a) Except as set forth in Schedule 3.16(a) and Schedule 3.6(a), the WISCO Contributed Assets, the assets held by the WISCO Contributed Subsidiaries, the WISCO Retained Assets (including cash and cash accounts, disbursement accounts, invested securities and other short and medium term investments, the CSK Marks and CSK Plans, and WISCO's and CSK's insurance policies), and the rights specifically provided or made available to the Company under the Ancillary Agreements, include all of the buildings, machinery, equipment and other assets (whether tangible or intangible) necessary for the Company immediately after Closing to conduct in all material respects the WISCO Business as conducted as of the date hereof, and as conducted during the 12-month period prior to the date hereof (subject to changes expressly permitted by the terms hereof to be made after the date hereof); provided, however, that no representation is made as to the assignability of Government Authorizations. (b) A CSK Party has good (and, in the case of its Owned Real Property, marketable) title to, or a valid and binding leasehold interest in, the WISCO Contributed Assets, free and clear of all Encumbrances, except (i) as set forth in Schedule 3.16(b), and (ii) any Permitted Encumbrances. (c) The capital structure of each of the WISCO Contributed Subsidiaries is as set forth in Schedule 3.16(c). The shares of stock or membership interests, as applicable, of the WISCO Contributed Subsidiaries included in the WISCO Contributed Assets constitute 100% of the issued and outstanding shares of stock or membership interests, as applicable, of each WISCO Contributed Subsidiary. All shares of stock , membership interests or other form of ownership of the WISCO Contributed Subsidiaries included in the WISCO Contributed Assets are validly issued, fully paid and non-assessable. Except as set forth on Schedule 3.16(c), (i) there are no options, warrants, or similar rights to purchase any of the shares or membership interests of any of the WISCO Contributed Subsidiaries, and no obligations binding upon any WISCO Contributed Subsidiary to issue, sell, redeem, purchase or exchange any of its capital stock or membership interests or any right relating thereto, and (ii) there are no shareholders' agreements, voting agreements, voting trusts or other agreements or rights of third parties with respect to or affecting any of the WISCO Contributed Subsidiaries or any of their shares of stock or membership interests,...
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ENTIRE BUSINESS; TITLE TO PROPERTY. (a) Except as set forth in Schedule 4.16(a) and Schedule 4.6(a), the G-P Contributed Assets, the G-P Retained Assets (including cash and cash accounts, disbursement accounts, invested securities and other short and medium term investments, the X-X Xxxxx, the G-P Plans, and G-P's insurance policies), and the rights specifically provided or made available to the Company under the Ancillary Agreements, include all of the buildings, machinery, equipment and other assets (whether tangible or intangible) necessary for the Company immediately after Closing to conduct in all material respects the G-P Business as conducted as of the date hereof, and as conducted during the 12-month period prior to the date hereof (subject to changes expressly permitted by the terms hereof to be made after the date hereof); provided, however, that no representation is made as to the assignability of Government Authorizations. (b) G-P has good (and, in the case of its Owned Real Property, marketable) title to, or a valid and binding leasehold interest in, the G-P Contributed Assets, free and clear of all Encumbrances, except (i) as set forth in Schedule 4.16(b) and (ii) any Permitted Encumbrances. (c) G-P Contributed Assets do not include any equity interest in any Subsidiary. (d) The G-P Contributed Assets are in good operating condition and repair (subject to normal wear and tear). Except as set forth on Schedule 4.16(d), to G-P's Knowledge, there are no material structural or mechanical defects with respect to any buildings, improvements or equipment included in the G-P Contributed Assets, which defects are reasonably likely to have a Material Adverse Effect.
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ENTIRE BUSINESS; TITLE TO PROPERTY. (a) Except as set forth in Schedule 3.16(a) and Schedule 3.6(e), the Contributed Assets, the assets held by the Contributed Subsidiaries, the intangible Retained Assets (including cash and cash accounts, disbursement accounts, invested securities and other short and medium term investments, the Tenneco Marks, the Tenneco Plans, and TPI's and Tenneco's insurance policies), and the rights specifically provided or made available to Newco under the Ancillary Agreements include all of the buildings, machinery, equipment and other assets (whether tangible or intangible) necessary and adequate for Newco immediately after Closing to conduct in all material respects the Containerboard Business as conducted as of the date hereof and as of September 30, 1998, and as conducted during the 12-month period prior to the date hereof (subject to changes expressly permitted by the terms hereof to be made after the date hereof). (b) TPI has (or in the case of the Purchased Property, will have on the Closing Date) good (and, in the case of Owned Real Property and Purchased Property (as applicable), marketable) title to, or a valid and binding leasehold interest in, the Contributed Assets, free and clear of all Encumbrances, except (i) as set forth in Schedule 3.16(b); (ii) any
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ENTIRE BUSINESS; TITLE TO PROPERTY. (a) Except as set forth in Schedule 3.6(a), the Herald Contributed Assets and the rights specifically provided or made available to the Company under the Transaction Agreements to which Herald is or becomes a party, include all of Herald's right, title and interest in the buildings, machinery, equipment and other assets (whether tangible or intangible) utilized in connection with the operations of the Business immediately before Closing (subject to changes expressly permitted by the terms hereof to be made after the date hereof). (b) Herald has good (and, in the case of its Owned Real Property, marketable) title to, or a valid and binding leasehold interest in, the Herald Contributed Assets, free and clear of all Encumbrances, except (i) as set forth in Schedule 3.6(b), and (ii) any Permitted Encumbrances.
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ENTIRE BUSINESS; TITLE TO PROPERTY. (a) Except as set forth in Schedule 4.6(a), the Pulitzer Contributed Assets and the PTI Contributed Assets, and the rights specifically provided or made available to the Company under the Transaction Agreements, include all of Pulitzer’s and PTI’s respective right, title and interest in and to all the buildings, machinery, equipment and other assets (whether tangible or intangible) utilized in connection with the operations of the Post-Dispatch and the Contributed Entities immediately before Closing (subject to changes expressly permitted by the terms hereof to be made after the date hereof); provided, however, that no representation is made as to the assignability of Government Authorizations. (b) Pulitzer and PTI each have good (and, in the case of its Owned Real Property, marketable) title to, or a valid and binding leasehold interest in, the Pulitzer Contributed Assets and PTI Contributed Assets, as the case may be, free and clear of all Encumbrances, except (i) as set forth in Schedule 4.6(b) and (ii) any Permitted Encumbrances.
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ENTIRE BUSINESS; TITLE TO PROPERTY. (a) Except as set forth in Schedule 3.15(a), the Transferred Assets, the Technology Licenses and the Transition License Agreement constitute all the assets, properties and rights necessary to conduct the Plastics Business in all material respects as currently conducted. (b) Schedules 1.1(e) and 1.1(h) set forth true, accurate and complete lists of all of the Leased Real Property and Owned Real Property, respectively. One of the Sellers has good (and, in the case of Owned Real Property, marketable) title to, or a valid and binding leasehold interest in, all property included in the Transferred Assets, free and clear of all Encumbrances, except: (i) as set forth in Schedule 3.15(b); (ii) any Encumbrances disclosed in the Financial Statements; (iii) liens for Taxes, assessments and other governmental charges not yet
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Related to ENTIRE BUSINESS; TITLE TO PROPERTY

  • Title to Property The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(t) or such as would not have a Material Adverse Effect. Any real property and facilities held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as would not have a Material Adverse Effect.

  • Title to Properties The Company does not own any real property. The Company has heretofore made available to Parent correct and complete copies of all leases, subleases and other agreements (collectively, the "Real Property Leases") under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property or facility (the "Leased Real Property"), including without limitation all modifications, amendments and supplements thereto. Except in each case where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 of the Company Disclosure Letter, (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free and clear of all Liens except liens of record and other permitted liens and each Real Property Lease is in full force and effect, (ii) all rent and other sums and charges due and payable by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part of the Company or any such Subsidiary or, to the Knowledge of the Company or any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright all of the personal property (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect, the plant, property and equipment of the Company and its Subsidiaries that are used in the operations of their businesses are in good operating condition and repair, subject to ordinary wear and tear, and, subject to normal maintenance, are available for use.

  • Good Title to Property The Company and each of the Subsidiaries has good and valid title to all property (whether real or personal) described in the Registration Statement, the Disclosure Package and the Prospectus as being owned by each of them, in each case free and clear of all liens, claims, security interests, other encumbrances or defects except such as are described in the Registration Statement, the Disclosure Package and the Prospectus and those that would not, individually or in the aggregate materially and adversely affect the value of such property and do not materially and adversely interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries. All of the property described in the Registration Statement, the Disclosure Package and the Prospectus as being held under lease by the Company or a Subsidiary is held thereby under valid, subsisting and enforceable leases, without any liens, restrictions, encumbrances or claims, except those that, individually or in the aggregate, are not material and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries.

  • Title to Personal Property Each of the Company and its subsidiaries has good and marketable title to, or have valid and marketable rights to lease or otherwise use, all items of personal property owned or leased (as applicable) by them, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

  • Title to Property and Assets The Company owns its property and assets free and clear of all mortgages, liens, loans and encumbrances, except such encumbrances and liens which arise in the ordinary course of business and do not materially impair the Company's ownership or use of such property or assets. With respect to the property and assets it leases, the Company is in compliance with such leases and, to the best of its knowledge, holds a valid leasehold interest free of any liens, claims or encumbrances.

  • Title to Acquired Assets Other than the Security Interests set forth on Section 2(d) of the Disclosure Schedule (which shall be released at or before the Closing) the Seller has good and marketable title to all of the Acquired Assets, free and clear of any Security Interest or restriction on transfer.

  • Title to Properties and Assets Each Group Company has good and marketable title to all respective properties and assets, in each case such property and assets are subject to no Liens. With respect to the property and assets it leases, each Group Company is in compliance with such leases and holds valid leasehold interests in such assets free of any Liens.

  • Title to Purchased Assets Seller owns and has good title to the Purchased Assets, free and clear of Encumbrances.

  • Real Property; Title to Assets (a) Section 3.14(a) of the Company Disclosure Schedule sets forth a true and complete list of all real property owned by the Company or any of the Company Subsidiaries (collectively, the “Owned Real Property”). Except as would not have a Company Material Adverse Effect, the Company or a Subsidiary of the Company has good and valid fee title to each Owned Real Property, in each case free and clear of all Liens and defects in title, except for Permitted Liens. Neither the Company nor its Subsidiaries has granted, or is obligated under, any option, right of first offer, right of first refusal or similar contractual right to sell or dispose of the Owned Real Property or any portion thereof or interest therein. Neither the Company nor its Subsidiaries have leased or otherwise granted to any person the right to use or occupy any of the Owned Real Property or any portion thereof. (b) No member of the Company Group leases any real property, and no member of the Company Group is a party to any Contract to lease any real property or interest therein. (c) Except as would not have a Company Material Adverse Effect, (i) the Company Group has valid and subsisting ownership interests in all of the tangible personal property reflected in the Latest Balance Sheet as being owned by the Company Group or acquired after the date thereof (except tangible personal properties sold or otherwise disposed of since the date thereof in the ordinary course of business), free and clear of all Liens, other than Permitted Liens, and (ii) such tangible personal property is in good operating condition and repair (normal wear and tear excepted) and is adequate and suitable for the operation of the business of the Company Group, as currently conducted.

  • 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.

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