Properties; Assets. (a) Except for such exceptions that do not, or would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect, the Company or one of its Subsidiaries (i) has good and marketable title to all the properties and assets reflected in the consolidated balance sheet of the Company dated as of December 31, 1997 as being owned by the Company or any Subsidiary (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business), or acquired after the date thereof, free and clear of all Liens, except (x) statutory liens securing payments not yet due and (y) such imperfections or irregularities of title, claims, liens, charges, security interests or encumbrances as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (ii) is the lessee of all leasehold estates and is in possession of the properties purported to be leased thereunder, and to the knowledge of the Company, each such lease is valid without default thereunder by the lessee or lessor. (b) Except for such exceptions that do not, or would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect, the assets and properties of the Company and its Subsidiaries, taken as a whole, are in good operating condition and repair (ordinary wear and tear excepted), and constitute all of the assets and properties which are required for the businesses and operations of the Company and its Subsidiaries as presently conducted.
Appears in 2 contracts
Samples: Merger Agreement (Pricellular Corp), Merger Agreement (Pricellular Wireless Corp)
Properties; Assets. (a) Except for such exceptions that do not, or would not reasonably be expected to, individually or as set forth in the aggregate, have a Material Adverse EffectSchedule 3.14, the Company or one of its the Company Subsidiaries (ia) has good and marketable title to all the properties and assets reflected in the latest consolidated balance sheet of the Company dated as of December March 31, 1997 (the "Balance Sheet") as being owned by the Company or any Subsidiary one of the Company Subsidiaries (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business), or acquired after the date thereofthereof which are material to the Company's business on a consolidated basis, free and clear of all Liens, Encumbrances except (xi) statutory liens securing payments not yet due due, and (yii) such imperfections or irregularities of title, claims, liens, charges, security interests or encumbrances as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties properties, and (iib) is the lessee of all leasehold estates which are material to its business on a consolidated basis and is in possession of the properties purported to be leased thereunder, and to the knowledge of the Company, each such lease is valid without default thereunder by the lessee or lessor.
(b) Except for such exceptions that do not, or would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect, the . The assets and properties of the Company and its the Company Subsidiaries, taken as a whole, are in good operating condition and repair (ordinary wear and tear excepted), and constitute all of the assets and properties which are required for the businesses and operations of the Company and its the Company Subsidiaries as presently conducted.
Appears in 2 contracts
Samples: Merger Agreement (Palmer Wireless Inc), Merger Agreement (Price Communications Corp)
Properties; Assets. (a) Except for such exceptions that do not, or would not reasonably be expected to, individually or as set forth in the aggregate, have a Material Adverse EffectSchedule 3.14, the Company or one of its the Company Subsidiaries (ia) has good and marketable title to all the properties and assets reflected in the latest consolidated balance sheet of the Company dated as of December March 31, 1997 (the "Balance Sheet") as being owned by the Company or any Subsidiary one of the Company Subsidiaries (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business), or acquired after the date thereofthereof which are material to the Company's business on a consolidated basis, free and clear of all Liens, Encumbrances except (xi) statutory liens securing payments not yet due due, and (yii) such imperfections or irregularities of title, claims, liens, charges, security interests or encumbrances as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties properties, and (iib) is the lessee of all leasehold estates which are material to its business on a consolidated basis and is in possession of the properties purported to be leased thereunder, and to the knowledge of the Company, each such lease is valid without default thereunder by the lessee or lessor.
(b) Except for such exceptions that do not, or would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect, the . The assets and properties of the Company and its the Company Subsidiaries, taken as a whole, are in good operating condition and repair (ordinary wear and tear excepted), and constitute all of the assets and properties which are required for the businesses and operations of the Company and its the Company Subsidiaries as presently conducted. Section 3.15.
Appears in 1 contract
Samples: Merger Agreement (Price Communications Wireless Inc)
Properties; Assets. (a) Except for such exceptions that do not, or would not reasonably be expected to, individually or as set forth in the aggregate, have a Material Adverse EffectSchedule 3.14, the Company or one of its the Company Subsidiaries (ia) has good and marketable title to all the properties and assets reflected in the latest audited consolidated balance sheet of the Company dated as of December 31, 1997 1999 (the "Balance Sheet") as being owned by the Company or any Subsidiary one of the Company Subsidiaries (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business), or acquired after the date thereofthereof which are material to the Company's business on a consolidated basis, free and clear of all Liens, Encumbrances except (xi) statutory liens securing payments not yet due due, and (yii) such imperfections or irregularities of title, claims, liens, charges, security interests or encumbrances as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties properties, and (iib) is the lessee of all leasehold estates which are material to its business on a consolidated basis and is in possession of the properties purported to be leased thereunder, and to the knowledge of the Company, each such lease is valid without default thereunder by the lessee or lessor.
(b) Except for such exceptions that do not, or would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect, the . The assets and properties of the Company and its the Company Subsidiaries, taken as a whole, are in good operating condition and repair (ordinary wear and tear excepted), and constitute all of the assets and properties which are required for the businesses and operations of the Company and its the Company Subsidiaries as presently conducted.
Appears in 1 contract
Samples: Merger Agreement (Hagler Bailly Inc)