Ownership; Liens Clause Samples

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. 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. 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. (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. 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, 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. 14 3.7 Taxes ...................................................... 14 3.8

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. . Except as otherwise permitted under Section 7.01, the Consolidated Parties have no Indebtedness. Without limiting the foregoing, there are no Material Subsidiaries that have incurred any Indebtedness related to the Borrowers, including providing a Guarantee with respect to any Indebtedness of the Borrowers, unless such Material Subsidiary has become a Guarantor in accordance with Section 6.11. . Schedule 5.09 sets forth any material litigation of the Company and its Subsidiaries on the Closing Date. There does not exist any pending or, to the knowledge of the Company, threatened action, suit or legal, equitable, arbitration or administrative proceeding against the Company and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect, and there has been no adverse change in the status of or in the financial effect on the Company and its Subsidiaries as a result of the matters described in Schedule 5.09. . Each Consolidated Party has filed, or caused to be filed, all material tax returns (Federal, state, local and foreign) required to be filed and paid (a) all amounts of material taxes shown thereon to be due (including interest and penalties) and (b) all other material taxes, fees, assessments and other governmental charges (including mortgage recording taxes, documentary stamp taxes and intangibles taxes) owing by it, except for such taxes (i) which are not yet delinquent or (ii) that are being contested in good faith and by proper proceedings, and against which adequate reserves are being maintained in accordance with GAAP. No Loan Party is aware as of the Closing Date of any proposed material tax assessments against it or any other Consolidated Party.