Owned and Leased Properties. (i) The Company and each of its Subsidiaries has such good and indefeasible title to all owned real property and such good and valid title to, or such valid rights by lease, license, other agreement or to otherwise to use, all other assets and properties (in each case, tangible and intangible) necessary to enable the Company and its Subsidiaries to conduct their businesses as currently conducted and as described in the Company Reports filed with the SEC prior to the date of this Agreement, except, in each case, for defects in title, easements, restrictive covenants and similar encumbrances that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or materially interfere with the Company’s and its Subsidiaries’ use of such assets or properties. All assets and properties, other than assets and properties in which the Company and its Subsidiaries have leasehold interests, are free and clear of all Liens, other than, (A) Liens for current Taxes not yet due and payable and (B) Liens that, individually or in the aggregate, are not reasonably likely to materially interfere with the Company’s and its Subsidiaries’ operations of such assets or properties.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Usf Corp), Agreement and Plan of Merger (Yellow Roadway Corp), Agreement and Plan of Merger (Yellow Roadway Corp)
Owned and Leased Properties. (i) The Company Parent and each of its Subsidiaries has such good and indefeasible title to all owned real property and such good and valid title to, or such valid rights by lease, license, other agreement or to otherwise to use, all other assets and properties (in each case, tangible and intangible) necessary to enable the Company Parent and its Subsidiaries to conduct their businesses as currently conducted and as described in the Company Parent Reports filed with the SEC prior to the date of this Agreement, except, in each case, for defects in title, easements, restrictive covenants and similar encumbrances that are not, individually or in the aggregate, reasonably likely to have a Company Parent Material Adverse Effect or materially interfere with the CompanyParent’s and its Subsidiaries’ use of such assets or properties. All assets and properties, other than assets and properties in which the Company Parent and its Subsidiaries have leasehold interests, are free and clear of all Liens, other than, than (A) Liens for current Taxes not yet due and payable and (B) Liens that, individually or in the aggregate, are not reasonably likely to materially interfere with the CompanyParent’s and its Subsidiaries’ operations of such assets or properties.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Yellow Roadway Corp), Agreement and Plan of Merger (Usf Corp), Agreement and Plan of Merger (Usf Corp)
