Common use of Owned and Leased Properties Clause in Contracts

Owned and Leased Properties. (i) 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 Parent and its Subsidiaries to conduct their businesses as currently conducted and as described in the 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 Parent Material Adverse Effect or materially interfere with Parent’s and its Subsidiaries’ use of such assets or properties. All assets and properties, other than assets and properties in which Parent 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 Parent’s and its Subsidiaries’ operations of such assets or properties. (ii) Except for such matters that, individually or in the aggregate, are not reasonably likely to have a Parent Material Adverse Effect, Parent and its Subsidiaries (A) have complied in all material respects with the terms of all leases of their material properties currently in existence to which they are a party and under which they are in occupancy, and all such leases are in full force and effect and (B) enjoy peaceful and undisturbed possession under all such leases.

Appears in 4 contracts

Samples: Merger Agreement (Yellow Roadway Corp), Merger Agreement (Usf Corp), Merger Agreement (Yellow Roadway Corp)

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Owned and Leased Properties. (i) Parent 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 Parent the Company and its Subsidiaries to conduct their businesses as currently conducted and as described in the Parent 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 Parent Company Material Adverse Effect or materially interfere with Parentthe Company’s and its Subsidiaries’ use of such assets or properties. All assets and properties, other than assets and properties in which Parent the Company 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 Parentthe Company’s and its Subsidiaries’ operations of such assets or properties. (ii) Except for such matters that, individually or in the aggregate, are not reasonably likely to have a Parent Company Material Adverse Effect, Parent the Company and its Subsidiaries (A) have complied in all material respects with the terms of all leases of their material properties currently in existence to which they are a party and under which they are in occupancy, and all such leases are in full force and effect and (B) enjoy peaceful and undisturbed possession under all such leases.

Appears in 4 contracts

Samples: Merger Agreement (Usf Corp), Merger Agreement (Yellow Roadway Corp), Merger Agreement (Usf Corp)

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