Ownership; Liens. Each Consolidated Party is the owner of, and has good and marketable title to, all of its respective assets except for defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Property of the Borrowers (including the Timberlands) and their Subsidiaries are not subject to any Lien other than Permitted Liens. The Timberlands are not subject to any easements which, individually or in the aggregate, impair the value of the Timberlands as commercial timberlands in any material respect or materially detract from the use of the Timberlands, in each case taken as a whole, as such.
Ownership; Liens. Except for the security interest granted to the Secured Party pursuant to this Security Agreement, IXC is the owner of each item of the Collateral, having good title thereto, free and clear of any and all Liens other than Permitted Liens.
Ownership; Liens. A majority of the capital stock of the Company and the Company's Subsidiaries shall be directly or indirectly owned by Nortek, the Company or one or more of the Company's Subsidiaries, in each case free and clear of any lien, charge or encumbrance, other than the liens and security interests created under the Loan Documents.
Ownership; Liens. Beginning on the applicable Borrowing Date, Borrower has a valid, first priority ownership interest or valid first perfected security interest in the respective Assets, free and clear of all Liens other than (i) the Lien in favor of Lender created pursuant to the Security Agreement, (ii) any Lien in favor of Borrower created pursuant to the Converted Accounts Agreement, (iii) the lien of taxes not yet due and payable, and (iv) the lien, if any, of attorneys or others in possession of Collateral for the purposes of collection.
Ownership; Liens. The Borrower shall fail for any reason to have a valid, first priority ownership interest or valid first priority perfected security interest in the Assets, or if Lender shall fail to have a first priority perfected security interest in the Collateral;
Ownership; Liens. (i) On each Purchase Date, Borrower is the sole and exclusive owner of each Purchased Contract purchased by Borrower on such date, each such Purchased Contract is free and clear of any Lien and no effective financing statement or other instrument similar in effect covering such Purchased Contract is on file in any recording office.
(ii) As of each Purchase Date, each Purchased Contract shall be acquired by Borrower from LEAF III free and clear of any Lien except Permitted Liens.
Ownership; Liens. Shareholder owns, beneficially and of record, good and marketable title to all the issued and outstanding equity interests of each of IPA BVI and IPA China, free and clear of all security interests, liens, adverse claims, encumbrances, equities, proxies, options or shareholders’ agreements. Shareholder does not have any options, warrants or any other instruments entitling Shareholder to exercise, purchase or convert into equity interests of Target. Subject to PRC law, Shareholder has full right, power and authority to sell, transfer and deliver the equity interests of IPA China. Shareholder has full right, power and authority to sell, transfer and deliver the equity interests of IPA BVI. Shareholder will convey to Acquirer good and marketable title to the equity interests of IPA BVI and IPA China, free and clear of any security interests, liens, adverse claims, encumbrances, equities, proxies, options, shareholders agreements or other contractual restrictions.
Ownership; Liens. (i) On each Purchase Date, LEAF II B SPE is the sole and exclusive owner of each Purchased Contract purchased by LEAF II B SPE on such date, each such Purchased Contract is free and clear of any Lien and no effective financing statement or other instrument similar in effect covering such Purchased Contract is on file in any recording office.
(ii) As of each Purchase Date, each Purchased Contract shall be acquired by LEAF II B SPE from LEAF II free and clear of any Lien except Permitted Liens.
Ownership; Liens. 14 3.7 Taxes.................................................................................................14 3.8
Ownership; Liens. (a) Seller has good and valid title to all of the Purchased Assets consisting of tangible personal property owned by Seller and valid and subsisting leases with respect to all of the Purchased Assets consisting of tangible personal property leased by Seller, and all such Purchased Assets are free and clear of all Liens except for Permitted Liens.
(b) Seller has good and valid title to, or a valid easement interest in, the Property, free and clear of all Liens except for Permitted Liens.
(c) Schedule 3.13(c) sets forth the legal description of all parcels of the Property. Seller's right, title and interest in and to the Property comprises all real property interests necessary for the ownership, operation, and maintenance of the Project.
(d) Seller has delivered to Buyer a copy of (which, to Seller's Knowledge, is a true, complete and accurate copy of):
(i) the Existing Survey;
(ii) the Existing Title Insurance Policy, including all exception documents referenced therein and, if applicable, recorded copies of such exceptions documents; and
(iii) as of each of the Effective Date and the Closing Date, mineral reports for any severed minerals and any records searches (for any governmental records not included in any title reports) with respect to the Property in the possession of Seller or any of its Affiliates.
(e) There are no pending, and to Seller's Knowledge no threatened, appropriation, condemnation or like proceedings, or zoning change or similar proceeding, relating to any Property, the Project or any portion thereof.
(f) Other than those items that are in the public record, Seller has not leased or otherwise granted to any person the right to use or occupy the Property or any portion thereof. Seller has not granted any outstanding options, rights of first refusal, rights of first offer, rights of reverter or similar third party rights in the Property.
