Properties and Liens. (a) Each Company has good and marketable title in fee simple to, or a valid leasehold interest in, all material property reflected on the Current Financials (other than for property that is obsolete or that has been disposed of in the ordinary course of business or as otherwise permitted by Section 10.10 or Section 10.11).
(b) Except for Permitted Liens, no Lien exists on any property of any Company (including, without limitation, the Forest Service Permits and the Water Rights), and the execution, delivery, performance, or observance of the Loan Papers will not require or result in the creation of any Lien on any Company’s property.
(c) As of the date hereof, the Forest Service Permits constitute all of the material licenses, permits, or leases from the U.S. held by the Companies for use in connection with their respective skiing businesses.
(d) Each of the Water Rights is, to the knowledge of the Companies, in full force and effect and, to the knowledge of the Companies, there is no material default or existing condition which with the giving of notice or the passage of time or both would cause a material default under any Water Right that is material to the operation of the Companies. Subject to the available supply and to the terms and conditions of the applicable decrees, the Companies’ Water Rights provide a dependable, legal and physical snowmaking, irrigation, and domestic water supply for the operation of the Companies’ businesses.
(e) As of the Closing Date, (i) the Companies own the Critical Assets set forth on Schedule 8.11, and (ii) each Existing Critical Asset is owned by a Restricted Subsidiary of Borrower.
Properties and Liens. Except as reflected in the Financial Statements or as set forth in the Disclosure Schedules, and except for statutory mechanics’ and material men’s liens, liens for current taxes not yet delinquent, the Parties own, free and clear of any liens, claims, charges, options, or other encumbrances, all of their tangible and intangible property, real and personal, whether or not reflected in the Financial Statements (except that sold or disposed of in the ordinary course of business since the date of such statements) and all such property acquired since the date of such statements. All real property and tangible personal property of the Parties is in good operating condition and repair, ordinary wear and tear excepted.
Properties and Liens. (a) As of the Closing Date and of as the date of the granting of a Lien on any Mortgaged Property as required pursuant to Sections 5.17 and 5.18 hereof, the Borrower, each Guarantor and each other Subsidiary have good and marketable title to, or valid leasehold interests in, all of their respective properties and assets, real and personal, including all of the Mortgaged Properties and the properties and assets and leasehold interests reflected in the financial statements referred to in Section 4.04 (other than any properties or assets disposed of in the ordinary course of business or as otherwise expressly permitted by this Agreement). None of the properties and assets owned by the Borrower, any Guarantor or any other Restricted Subsidiary and none of their leasehold interests is subject to any Lien, except such as may be permitted pursuant to Section 6.01 (provided that any Liens required by Section 6.01 to be junior to the Liens securing the Facility are, in fact, junior to such Liens securing the Facility).
(b) The Borrower, each Guarantor and each other Subsidiary (i) have complied with all obligations under all leases to which it is a party and all such leases are in full force and effect, and (ii) enjoy peaceful and undisturbed possession under all such leases, in each case except where failure to so comply or to have such possession would not reasonably be expected to have a Material Adverse Effect.
(c) No Responsible Officer of the Borrower, any Subsidiary or any Guarantor has received any notice of, nor has any actual knowledge of, any pending, contemplated, or threatened condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of such condemnation that has not been reported in writing to the Agent.
(d) None of the Borrower, any Subsidiary or any Guarantor is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any material portion of any Mortgaged Property or any interest therein, other than any such rights granted or created in the ordinary course of business.
(e) No structures (within the meaning of the Flood Program) located on any Mortgaged Property are situated in Flood Zones unless flood insurance has been obtained if, and to the extent, required by Section 5.05.
Properties and Liens. The Company owns, free and clear of any liens, ---------------------- claims, charges, options, or other encumbrances, all of its tangible and intangible property, real and personal, whether or not reflected in the Financial Statements (except that sold or disposed of in the ordinary course of business since the date of such statements) and all such property acquired since the date of such statements. All real property and tangible personal property of the Company is in good operating condition and repair, ordinary wear and tear excepted.
Properties and Liens. (a) All real property owned or leased by the Company or any Subsidiary is listed on the Disclosure Schedule, other than real property with a cost or fair market value of less than $10,000.
(b) Each of the Company and its Subsidiaries has good and valid title to, or valid leasehold interests in or valid rights to, all of its material tangible properties and assets (personal and real) reflected in the balance sheet for the period ended September 30, 1998 included in the September 30 Financial Information, except for such as have been disposed of in the ordinary course of business since September 30, 1998. All such material tangible assets and properties, other than assets and properties in which the Company or any Subsidiary has a leasehold interest, are free and clear of all mortgages, security interests, pledges, liens and encumbrances ("Liens"), except for Liens that, in the aggregate, do not materially interfere with the ability of the Company and its Subsidiaries to conduct their business as currently conducted and have not resulted in, and could not reasonably be expected to result in, a Material Adverse Effect.
(c) Each of the Company and each Subsidiary has complied in all material respects with the term of all material leases for real or personal property to which it is a party, and all such leases are in full force and effect. Each of the Company and each Subsidiary enjoys peaceful and undisturbed possession under all such material leases, except for failures to do so that, in the aggregate, have not resulted in, and could not reasonably be expected to result in, a Material Adverse Effect.
(d) The properties and assets of the Company and its Subsidiaries, taken as a whole, are free from material defects, have been maintained in accordance with normal industry practice, are in good operating condition and repair (subject to normal wear and tear) and are suitable for the purposes for which they are presently used.
Properties and Liens. (a) Each Company has good and marketable title to all its material property reflected on the Current Financials (other than for property that is obsolete or that has been disposed of in the ordinary course of business or, after the date of this Agreement, as otherwise permitted by SECTION 9.10 or SECTION 9.11).
(b) Except for Permitted Liens, no Lien exists on any property of any Company (including, without limitation, the Forest Service Permits and the Water Rights), and the execution, delivery, performance or observance of the Loan Papers will not require or result in the creation of any Lien (other than the Liens created pursuant to the Security Documents) on any Company's property.
(c) As of the date hereof, the Forest Service Permits constitute all of the material licenses, permits or leases from the United States Federal Government held by the Companies for use in connection with their respective skiing businesses.
(d) Each of the Water Rights is, to the knowledge of the Companies, in full force and effect and, to the knowledge of the Companies, there is no material default or existing condition which with the giving of notice or the passage of time or both would cause a material default under any Water Right that is material to the operation of the Companies. Subject to the available supply and to the terms and conditions of the applicable decrees, the Companies' Water Rights provide a dependable, legal and physical snowmaking, irrigation and domestic water supply for the operation of the Companies' businesses.
Properties and Liens. Company has good and marketable title to all its material property reflected on the Current Financials (other than for property that is obsolete or that has been disposed of in the ordinary course of business or, after the date of this Agreement, as otherwise permitted by SECTION 9.10 or SECTION 9.11
Properties and Liens. 23 7.12 Government Regulations....................................................... 24 7.13 Transactions with Affiliates................................................. 24 7.14 Debt......................................................................... 24 7.15
Properties and Liens. Except as reflected in the Financial Statements or as set forth in the SGO, NetSol Pvt, or NetSol UK Disclosure Schedule, and except for statutory mechanics' and materialmen's liens, liens for current taxes not yet delinquent, NetSol Pvt and NetSol UK own, free and clear of any liens, claims, charges, options, or other encumbrances, all of their tangible and intangible property, real and personal, whether or not reflected in the Financial Statements (except that sold or disposed of in the ordinary course of business since the date of such statements) and all such property acquired since the date of such statements. All real property and tangible personal property of NetSol Pvt and NetSol UK is in good operating condition and repair, ordinary wear and tear excepted.
Properties and Liens. Except for statutory liens (including -------------------- mechanics and materialmen's liens) and liens for current taxes not yet delinquent, Advantage owns, free and clear of any liens, claims, charges, options or other encumbrances, all of its tangible and intangible property, real and personal, whether or not reflected in the Financial Statements (except property sold or disposed of in the ordinary course of business since December 31, 1995) and all such property acquired since such date that is necessary to conduct its business as it is now being conducted, and to the knowledge of Advantage and the Shareholder, there has not been any violation of any law, regulation or ordinance relating to its properties or its business that may reasonably be expected to result in a Material Adverse Change. All plants, structures, equipment, furniture and automobiles owned or leased by Advantage and material to the operation of its business are in satisfactory condition (ordinary wear and tear excepted) and repair for the requirements of its business as now being conducted. There are no proceedings affecting any of such properties pending or, to the knowledge of Advantage or the Shareholder, threatened which may reasonably be expected to curtail, materially and adversely, the use of such property for the purpose for which it was acquired or the purpose for which it is now used.
