Properties, Leases and Other Agreements. Except (i) as may be reflected in the GuildMaster Financial Statements, (ii) for any lien for current taxes not yet delinquent, and (iii) for such other liens, security interests, claims, charges, options or other encumbrances or imperfections of title which do not materially affect the value of personal or real property reflected in the GuildMaster Financial Statements or acquired since the date of such Financial Statements and which do not materially interfere with or impair the present and continued use of such property, GuildMaster has good title, free and clear of any liens, security interests, claims, charges, options or other encumbrances, to all of the personal and real property reflected in the GuildMaster Financial Statements, and all real and personal property acquired since the date of such Statements, except such real and personal property as has been disposed of in the ordinary course of business. The GuildMaster Disclosure Letter lists all acquisitions or dispositions of capital assets planned as of the date of this Agreement by GuildMaster, other than individual transactions with a value not in excess of $10,000.00 each. Substantially all of GuildMaster's buildings and equipment in regular use (including such buildings and equipment as are leased) have been well maintained and are in good and serviceable condition, reasonable wear and tear excepted. The GuildMaster Disclosure Letter contains a brief description, including terms, of each lease for real or personal property to which GuildMaster is a party. GuildMaster, as lessee, has a valid and existing leasehold interest under each of such leases, true and correct copies of which GuildMaster has delivered to Decorate and JBE. There is not, under any of such leases relating to real property or any other material leases, any material existing default by GuildMaster, or, to the knowledge of GuildMaster, any other party thereto, or any event with notice or lapse of time or both would constitute such a material default. GuildMaster owns, or has the right to use pursuant to a valid and enforceable lease, license or similar contractual arrangement, all of the assets (tangible and intangible) that are used or required for use in the operation of the business as currently conducted.
Properties, Leases and Other Agreements. Except (i) with respect to debts reflected in the Fredonia Financial Statements, (ii) for any lien for current taxes not yet delinquent, (iii) for pledges to secure deposits and (iv) for such other liens, security interests, claims, charges, options or other encumbrances and imperfections of title which do not materially affect the value or interfere with or impair the present and continued use of personal or real property reflected in the Fredonia Financial Statements or acquired since the date of such Statements, Fredonia, FSB, FBC and Sub have good title, free and clear of any liens, security interests, claims, charges, options or other encumbrances to all of the personal and real property reflected in the Fredonia Financial Statements, and all personal and real property acquired since the date of such Fredonia Financial Statements, except such personal and real property as has been disposed of in the ordinary course of business. Substantially all of the buildings and equipment in regular use by Fredonia, FSB, FBC and Sub have been reasonably maintained and are in good and serviceable condition, reasonable wear and tear excepted. All leases material to Fredonia, FSB, FBC and Sub pursuant to which Fredonia, FSB, FBC or Sub, as lessee, leases real or personal property are valid and effective in accordance with their respective terms and there is not, under any of such leases, any material existing default by Fredonia, FSB, FBC or Sub, or any other party thereto, or any event which with notice or lapse of time or both would constitute such a material default. No options to renew said leases have lapsed and the terms of the leases govern the rights of the respective landlords of Fredonia, FSB, FBC and Sub.
Properties, Leases and Other Agreements. Except as may be reflected in the Colombo Financial Statements, except for any lien for current taxes not yet delinquent, and except for imperfections of title, encumbrances and easements, if any, as are not material in character, amount or extent and do not materially detract from the value, or interfere with the present or proposed use of, such properties or assets, Colombo has good title, free and clear of any liens, claims, charges, options or other encumbrances, to all of the personal and real property reflected in the balance sheet of Colombo as of December 31, 2017, and all personal and real property acquired since such date, except such personal and real property as has been disposed of for fair value in the ordinary course of business. All leases pursuant to which Colombo, as lessee, leases real or personal property, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing material default by Colombo or any event which with notice or lapse of time or both would constitute a material default by Colombo. Section 4.10 of the Colombo Disclosure Schedule sets forth a complete list and brief description of all real estate owned or leased by Colombo (including real estate acquired by means of foreclosure, transfer in lieu of foreclosure or by exercise of any creditor’s right), all real estate subleases where Colombo is sublessor, and all personal property having a current book value in excess of $25,000 owned or leased by Colombo. Each item of real estate described in Section 4.10 of the Colombo Disclosure Schedule is in good repair and insurable at market rates; no notice of violation of zoning laws, building or fire codes or other statutes, ordinances or regulations relating to the use or operation by Colombo of such property has been received by Colombo, and Colombo has no knowledge of any such violation; and there are no condemnation or similar proceedings pending or, to Colombo’s knowledge, threatened against any such property or any portion thereof.
Properties, Leases and Other Agreements. Except as may be reflected in Schedule 8.9 attached hereto and made a part hereof, and except for any lien for current taxes not yet delinquent, and except for imperfections of title, encumbrances and easements, if any, as are not substantial in character, amount or extent and do not materially detract from the value, or interfere with the present or proposed use of, such properties or assets, HFS has good title, free and clear of any liens, claims, charges, options, or other encumbrances, to all of the personal and real property reflected in the unaudited balance sheet of HFS as of December 31, 2005, referred to above in Section 8.6, and all personal and real property acquired since such date, except such personal and real property as has been disposed of for fair value in the ordinary course of business. Except as set forth in Schedule 8.9 attached hereto and made a part hereof, all leases material to HFS, pursuant to which HFS, as lessee, leases real or personal property, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any material existing default by KBank or any event which with notice or lapse of time or both would constitute such a material default. Schedule 8.9 attached hereto and made a part hereof sets forth a complete list and brief description of all real estate owned or leased by HFS (including real estate acquired by means of foreclosure, transfer in lieu of foreclosure or by exercise of any creditor’s right), and all personal property having a value in excess of $25,000 owned or leased by HFS. Except as set forth on Schedule 7.10 hereto, each item of real estate described in Schedule 8.9 and used in the conduct of the business of HFS is in good repair and insurable at market rates; no notice of violation of zoning laws, building or fire codes, or other statutes, ordinances or regulations relating to the use or operation of such property has been received by or is known of by HFS; and there are no condemnation or similar proceedings pending or threatened against any such property or any portion thereof.
Properties, Leases and Other Agreements. Except as may be reflected in the Sac River Financial Statements, for any lien for current taxes not yet delinquent, for pledges to secure deposits and for such other liens, security interests, claims, charges, options or other encumbrances or imperfections of title which do not materially affect the value of personal or real property reflected in the Sac River Financial Statements or acquired since the date of such Financial Statements and which do not materially interfere with or impair the present and continued use of such property, Sac River has good title, free and clear of any liens, security interests, claims, charges, options or other encumbrances, to all of the personal and real property reflected in the Sac River Financial Statements, and all real and personal property acquired since the date of such Statements, except such real and personal property as has been disposed of in the ordinary course of business. The Sac River Disclosure Letter lists all acquisitions or dispositions of capital assets planned as of the date of this Agreement by Sac River, other than individual transactions with a value not in excess of $50,000.00 each. Substantially all of Sac River's buildings and equipment in regular use (including such buildings and equipment as are leased) have been well maintained and are in good and serviceable condition, reasonable wear and tear excepted. The Sac River Disclosure Letter contains a brief description, including terms, of each lease for real or personal property to which Sac River is a party. Sac River, as lessee, has a valid and existing leasehold interest under each of such leases, true and correct copies of which Sac River has delivered to Bancshares. There is not, under any of such leases relating to real property or any other material leases, any material existing default by Sac River, or, to the knowledge of Sac River, any other party thereto, or any event with notice or lapse of time or both would constitute such a material default.
Properties, Leases and Other Agreements. Except as may be reflected in the Bancshares Financial Statements, for any lien for current taxes not yet delinquent, for pledges to secure deposits and for such other liens, security interests, claims, charges, options or other encumbrances and imperfections of title which do not materially affect the value of personal or real property reflected in the Bancshares Financial Statements or acquired since the date of such Financial Statements and which do not materially interfere with or impair the present and continued use of such property, Bancshares and Liberty have good title, free and clear of any liens, security interests, claims, charges, options or other encumbrances, to all of the personal and real property reflected in the Bancshares Financial Statements, and all personal and real property acquired since the date of such Statements, except such personal and real property as has been disposed of in the ordinary course of business. The Bancshares Disclosure Letter lists all acquisitions or dispositions of capital assets planned as of the date of this Agreement by Bancshares or Liberty, other than individual transactions with a value not in excess of $50,000.00 each. Substantially all Bancshares' and
Properties, Leases and Other Agreements. Except as may be reflected in the Fidelity Consolidated Financial Statements, and except for any lien for current taxes not yet delinquent, and except for imperfections of title, encumbrances and easements, if any, as are not substantial in character, amount or extent and do not materially detract from the value, or interfere with the present or proposed use of, such properties or assets, Fidelity and F&T Bank have good title, free and clear of any liens, claims, charges, options or other encumbrances, to all of the personal and real property reflected in the consolidated balance sheet of Fidelity as of December 31, 2006, referred to above in Section 4.5, and all personal and real property acquired since such date, except such personal and real property as has been disposed of for fair value in the ordinary course of business. All leases material to Fidelity, pursuant to which Fidelity and F&T Bank, as lessee, leases real or personal property, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default by Fidelity and F&T Bank or any event which with notice or lapse of time or both would constitute a default. Section 4.10 of the Fidelity Disclosure Schedule sets forth a complete list and brief description of all real estate owned or leased by Fidelity and F&T Bank (including real estate acquired by means of foreclosure, transfer in lieu of foreclosure or by exercise of any creditor’s right), and all personal property having a value in excess of $100,000 owned or leased by Fidelity and F&T Bank. Each item of real estate described in Section 4.10 of the Fidelity Disclosure Schedule is in good repair and insurable at market rates; no notice of violation of zoning laws, building or fire codes or other statutes, ordinances or regulations relating to the use or operation of such property has been received by or is known of by Fidelity and F&T Bank; and there are no condemnation or similar proceedings pending or threatened against any such property or any portion thereof.
Properties, Leases and Other Agreements. Except (i) as may be reflected in the Faith Walk Designs Financial Statements, (ii) for any lien for current taxes not yet delinquent, and (iii) for such other liens, security interests, claims, charges, options or other encumbrances or imperfections of title which do not materially affect the value of personal or real property reflected in the Faith Walk Designs Financial Statements or acquired since the date of such Financial Statements and which do not materially interfere with or impair the present and continued use of such property, Faith Walk Designs has good title, free and clear of any liens, security interests, claims, charges, options or other encumbrances, to all of the personal and real property reflected in the Faith Walk Designs Financial Statements, and all real and personal property acquired since the date of such Statements, except such real and personal property as has been disposed of in the ordinary course of business. The Faith Walk Designs Disclosure Letter lists all acquisitions or dispositions of capital assets planned as of the date of this Agreement by Faith Walk Designs, other than individual transactions with a value not in excess of $10,000.00 each. Substantially all of Faith Walk Designs' buildings and equipment in regular use (including such buildings and equipment as are leased) have been well maintained and are in good and serviceable condition, reasonable wear and tear excepted. The Faith Walk Designs Disclosure Letter contains a brief description, including terms, of each lease for real or personal property to which Faith Walk Designs is a party. Faith Walk Designs, as lessee, has a valid and existing leasehold interest under each of such leases, true and correct copies of which Faith Walk Designs has delivered to Decorize and Step of Faith. There is not, under any of such leases relating to real property or any other material leases, any material existing default by Faith Walk Designs, or, to the knowledge of Faith Walk Designs, any other party thereto, or any event with notice or lapse of time or both would constitute such a material default. Faith Walk Designs owns, or has the right to use pursuant to a valid and enforceable lease, license or similar contractual arrangement, all of the assets (tangible and intangible) that are used or required for use in the operation of the business as currently conducted.
Properties, Leases and Other Agreements. Except (i) as may be reflected in the Decorize Financial Statements, (ii) for any lien for current taxes not yet delinquent, and (iii) for such other liens, security interests, claims, charges, options or other encumbrances and imperfections of title which do not materially affect the value of personal or real property reflected in the Decorize Financial Statements or acquired since the date of such Financial Statements and which do not materially interfere with or impair the present and continued use of such property, Decorize and Step of Faith have good title, free and clear of any liens, security interests, claims, charges, options or other encumbrances, to all of the personal and real property reflected in the Decorize Financial Statements, and all personal and real property acquired since the date of such Statements, except such personal and real property as has been disposed of in the ordinary course of business. Substantially all Decorize's and Step of Faith's buildings and equipment in regular use (including such buildings and equipment as are leased) have been well maintained and are in good and serviceable condition, reasonable wear and tear excepted. There is not, under any of such leases relating to real property or any other material leases, any material existing default by Decorize or Step of Faith, to the knowledge of Decorize or Step of Faith, any other party thereto, or any event with notice or lapse of time or both would constitute such a material default. Decorize and Step of Faith own, or have the right to use pursuant to a valid and enforceable lease, license or similar contractual arrangement, all of the assets (tangible or intangible) that are used or required for use in the operation of the business as currently conducted.
Properties, Leases and Other Agreements. Except as may be reflected in the Alliance Consolidated Financial Statements, except for any lien for current taxes not yet delinquent, and except for imperfections of title, encumbrances and easements, if any, as are not material in character, amount or extent and do not materially detract from the value, or interfere with the present or proposed use of, such properties or assets, Alliance and Alliance Bank have good title, free and clear of any liens, claims, charges, options or other encumbrances, to all of the personal and real property reflected in the consolidated balance sheet of Alliance as of December 31, 2010, and all personal and real property acquired since such date, except such personal and real property as has been disposed of for fair value in the ordinary course of business. All leases pursuant to which Alliance or any Alliance Subsidiary, as lessee, leases real property, are valid and effective in accordance with their respective terms, and there is not, under any of such real property leases, any existing default by Alliance or any Alliance Subsidiary or any event which with notice or lapse of time or both would constitute a default by Alliance or any Alliance Subsidiary. All leases pursuant to which Alliance or any Alliance Subsidiary, as sublessor, leases real property, are valid and effective in accordance with their respective terms, and there is not, under any of such real property leases, any existing default by Alliance or any Alliance Subsidiary, or to Alliance's knowledge, any sublessee thereunder, or any event which with notice or lapse of time or both would constitute a default by Alliance or any Alliance Subsidiary or to Alliance's
