Owned and Leased Property. (a) Except as disclosed in Schedule 3.8(a), the Sellers have good title to all the Assets free and clear of any and all Liens other than Permitted Liens. The Assets comprise all assets and services required for the continued conduct of the Business by the Buyer as now being conducted. The Assets, taken as a whole, constitute all the properties and assets relating to or used or held for use in connection with the Business during the past twelve months (except Inventory sold, cash disposed of, accounts receivable collected, prepaid expenses realized, Contracts fully performed, properties or assets replaced by equivalent or superior properties or assets, in each case in the ordinary course of business, employees not hired by the Buyer, and the Excluded Assets). Except for Excluded Assets, there are no assets or properties used in the operation of the Business and owned by any Person other than the Sellers that will not be leased or licensed to the Buyer under valid, current leases or license arrangements. The Assets are in all material respects adequate for the purposes for which such assets are currently used or are held for use, and are in reasonably good repair and operating condition (subject to normal wear and tear) and, to the Knowledge of the Sellers, there are no facts or conditions affecting the Assets which could, individually or in the aggregate, interfere in any material respect with the use, occupancy or operation thereof as currently used, occupied or operated, or their adequacy for such use.
(b) All leases and subleases pursuant to which the Seller or any Subsidiary (i) leases (whether as lessee or lessor) its Tangible Personal Property, or (ii) leases or has leased any real property as lessor or lessee (the "Leased Real Property") are set forth on SCHEDULE 3.8(B). Such leases and subleases (other than the leases identified on SCHEDUlE 3.8(B) as no longer in effect) are in good standing and are valid and binding against the Seller or such Subsidiary, as the case may be, and, to the Knowledge of the Seller, the other parties thereto in accordance with their respective terms, subject to general equity principles and to applicable bankruptcy, fraudulent transfer, insolvency, reorganization, moratorium and other similar laws from time to time in effect affecting creditors' rights generally (whether considered in a proceeding in equity or at law), and there is not under any of such leases or subleases any existing default, event of default or event ...
Owned and Leased Property. Schedule H contains a complete legal and ------------------------- municipal description of all of the real property owned by the Corporation (the "Real Property") and leased by the Corporation (the "Leased Property"). The Corporation does not own or lease and has not agreed to acquire or lease any real property or interest in real property other than the Real Property and the Leased Property.
Owned and Leased Property of the Company Disclosure Schedules sets forth a complete list of the real property leased by the Company. The lease agreements for such real property (the “Lease Agreements”) are valid, binding and enforceable in accordance with their respective terms. There are no disputes, oral agreements, or forbearance programs in effect as to the Lease Agreements. There are no existing defaults by the Company under any Lease Agreement, and no event has occurred that (with the giving of notice, lapse of time or both) would constitute a default by the Company under any Lease Agreement. The Company has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or any of its rights under any Lease Agreement. The Company does not own any real property.
Owned and Leased Property. Mortgaged Properties 5.1(b) Remaining Allied Assets 5.1(k) Environmental Assessments 6.8(c) Environmental Reports 7.2(d) Existing Indebtedness 7.3(f) Existing Liens 7.10 Transactions with Affiliates EXHIBITS:
Owned and Leased Property. All locations of real property (i) owned by Borrower, any Guarantor or any of their respective Subsidiaries are set forth on Schedule I attached hereto and (ii) leased by Borrower, any Guarantor or any of their respective Subsidiaries are set forth on Schedule II attached hereto.
Owned and Leased Property. Mortgaged Properties
(a) Post Restatement Effective Date Mortgage Delivery Requirements 5.1(h) Environmental Assessments 6.14(b) Post Closing Obligations 7.2(d) Existing Indebtedness 7.3(f) Existing Liens
Owned and Leased Property. Other than the Owned Lands and the Leased Lands, it is not the owner or lessee of, or under any agreement or option to own, any real property or any interest therein, and it has no tangible assets (other than inventory in transit) having a book value in excess of $5,000 at any location other than as disclosed in Schedule 4.1.21 (at the date hereof and as updated from time to time pursuant to Section 6.3.5).
Owned and Leased Property. HouTex owns no real property. The only real property leased by HouTex is described on Exhibit A attached hereto. HouTex has not leased or subleased any of its Property to any other Person.
Owned and Leased Property. Part (a): None Part (b): See Schedule 3.03
Owned and Leased Property. (a) Owned Real Property. Exhibit 5.12(a) lists all real property owned by the Company as of the date of this Agreement. With respect to each such parcel of owned real property, the Company has good, valid and marketable title to the parcel of real property, free and clear of any Encumbrance, security interest, easement, covenant or other restriction, except recorded easements, covenants, and other restrictions which do not materially and adversely impair the current use or occupancy of the subject property, and zoning and building restrictions. There are no pending or threatened condemnation proceedings, lawsuits or administrative actions relating to the property or similar matters materially and adversely affecting the current use or occupancy thereof. There are no leases, subleases, licenses, concessions or other agreements granting to any party or parties the right of use or occupancy of any portion of the subject property and there are no outstanding options or rights of first refusal to purchase the subject property, or any portion thereof or interest therein.
