Properties; Securities. (a) Except as set forth on Schedule 3.11 and except for those properties and assets that have been sold or otherwise disposed of in the ordinary course of business, Borrower has good and marketable title, free and clear of all Liens, other than Permitted Liens, to all of the properties and assets, tangible and intangible, reflected in the Borrower Financial Statements as being owned by Borrower as of the dates thereof, other than those Liens that, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect on Borrower.
Properties; Securities. (i) Except as reserved against in the IJL's Financial Statements dated before the date hereof and except as Previously Disclosed, IJL and its Subsidiaries have good and marketable title, free and clear of all Liens (other than Liens for current taxes not yet delinquent) to all of the Material properties and assets, tangible or intangible, reflected in such financial statements as being owned by IJL and its Subsidiaries as of the dates thereof. To the best of the IJL's knowledge, all buildings and all the Material fixtures, equipment, and other property and assets held under leases or subleases by any of IJL and its Subsidiaries are held under valid leases or subleases enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and to general equity principles). IJL has Previously Disclosed, as of the date hereof, a list of all real estate owned by it or a IJL Subsidiary. Each of IJL and its Subsidiaries has good and marketable title to all securities held by it (except securities sold under repurchase agreements or held in any fiduciary or agency capacity), free and clear of any Lien, except to the extent such securities are pledged in the ordinary course of business consistent with prudent and past business practices to secure obligations of each of IJL or any of its Subsidiaries. Such securities are valued on the books of IJL or its Subsidiaries in accordance with generally accepted accounting practices.
Properties; Securities. (1) Except as may be reflected in the Company's Financial Statements dated before the date hereof, the Company and its Subsidiaries have good and marketable title, free and clear of all Liens (other than Liens for current taxes not yet delinquent) to all of the Material properties and assets, tangible or intangible, reflected in such financial statements as being owned by the Company and its Subsidiaries as of the dates thereof. To the best of the Company's knowledge, all buildings and all the Material fixtures, equipment, and other property and assets held under leases or subleases by any of the Company and its Subsidiaries are held under valid leases or subleases, enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and to general equity principles). The Company has Previously Disclosed a list of any and all real estate owned or leased by it or a Company Subsidiary as of the date hereof. Each of the Company and its Subsidiaries has good and marketable title to all securities held by it (except securities sold under repurchase agreements or held in any fiduciary or agency capacity), free and clear of any Lien, except to the extent such securities are pledged in the ordinary course of business consistent with prudent business practices to secure obligations of each of the Company or any of its Subsidiaries. Such securities are valued on the books of the Company or its Subsidiaries in accordance with generally accepted accounting principles.
Properties; Securities. Except as specifically reserved against ---------------------- or otherwise disclosed in the Company Financial Reports (including the related notes and schedules thereto) and except for those properties and assets that have been sold or otherwise disposed of in the ordinary course of business, and except as Previously Disclosed, the Company and the Company Subsidiaries have good and marketable title, free and clear of all Liens, to all of the properties and assets, tangible and intangible, reflected in the Company Financial Reports as being owned by the Company or the Company Subsidiaries as of the dates thereof, other than those failures to have such title and Liens that, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect on the Company. The Company and the Company Subsidiaries do not have a fee interest in any real property not used in the ordinary course of their business, except as Previously Disclosed. All buildings and all fixtures, equipment, and other property and assets which are held under leases or subleases by any of the Company or the Company Subsidiaries are held under valid leases or subleases enforceable in accordance with their respective terms, except for instances where the failure to be so enforceable is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect on the Company. Each of the Company and the Company Subsidiaries has good and marketable title to all securities held by it (except securities sold under repurchase agreements or held in any fiduciary or agency capacity), free and clear of any Lien, except to the extent such securities are pledged in the ordinary course of business consistent with prudent business practices to secure obligations of each of the Company or any of the Company Subsidiaries, and except for such other Liens as are not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect on the Company. All such securities are valued on the books of the Company or the Company Subsidiaries in accordance with generally accepted accounting principles.
Properties; Securities. Except as specifically reserved against or otherwise disclosed in the Company Financial Statements and except for those properties and assets that have been sold or otherwise disposed of in the ordinary and usual course of business consistent with past practice, the Company and its Subsidiaries have good and marketable title, free and clear of all Liens, to all of the properties and assets, tangible and intangible, reflected in the Company Financial Statements as being owned by the Company or its Subsidiaries as of the dates thereof. The Company and its Subsidiaries do not, directly or indirectly, control any real property not used in the ordinary and usual course of their business. All buildings and all fixtures, equipment, and other property and assets which are held under leases or subleases by any of the Company or its Subsidiaries are held under valid leases or subleases enforceable in accordance with their respective terms. Each of the Company and its Subsidiaries has good and marketable title to all securities held by it (except securities sold under repurchase agreements or held in any fiduciary or agency capacity), free and clear of any Lien, except to the extent such securities are pledged in the ordinary and usual course of business consistent with prudent business practices to secure obligations of the Company or any of its Subsidiaries. Such securities are properly valued on the books of the Company or its Subsidiaries in accordance with GAAP.
Properties; Securities. (1) Except as reflected or reserved against in the Financial Statements, each of the Company and its Subsidiaries has good and marketable title to, or in the case of leased property, has valid leasehold interests in all property and assets purported to be owned or leased by it (whether real or personal, tangible or intangible, and including investment securities and other investments) reflected in the Financial Statements or acquired after the date thereof, except for property and assets sold or transferred since such date in the ordinary course of business consistent with past practices. None of such property or assets (except property or assets sold or transferred since such date in the ordinary course of business consistent with past practices) is subject to any Liens (including Tax-related Liens), except:
Properties; Securities. (a) The Company owns and has good title to all of its assets and properties reflected as owned on the 12-31-06 Balance Sheet, free and clear of any lien, claim or other encumbrance, except for (i) assets and properties disposed of, or subject to purchase or sales orders, in the ordinary course of business since December 31, 2006, (ii) liens or other encumbrances securing the liens of materialmen, carriers, landlords and like Persons, all of which are not yet due and payable, (iii) statutory liens for current Taxes not yet due and (iv) other encumbrances, covenants, exceptions, variances, reservations and other matters or limitations of any kind, if any, which have not resulted in and are not reasonably likely to result in a Company Material Adverse Effect. The Company has good and marketable title to, or a valid leasehold or license interest in, all property and assets, tangible and intangible, and all leases, licenses and other agreements, which are necessary to permit the Buyer to carry on the Business of the Company as presently conducted. The Company has a “security entitlement” (as defined in the Uniform Commercial Code) in all of its securities investments reflected on the Interim Balance Sheet or acquired after the date thereof, free and clear of any Lien, except for those sold or transferred since such date in the ordinary course of Business consistent with past practice.
Properties; Securities. (a) Except as set forth on Schedule 3.11 or as specifically reserved against or otherwise disclosed in the Company Financial Statements, and except for those properties and assets that have been sold or otherwise disposed of in the ordinary course of business, the Company has good and marketable title, free and clear of all Liens, other than Permitted Liens, to all of the properties and assets, tangible and intangible, reflected in the Company Financial Statements as being owned by the Company as of the dates thereof, other than those Liens that, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect on the Company.
Properties; Securities. Except as specifically reserved against ---------------------- or otherwise disclosed in the Company Financial Statements (including the related notes and schedules thereto) and except for those properties and assets that have been sold or otherwise disposed of in the ordinary course of business, and except as Previously Disclosed, the Company has good and marketable title, free and clear of all Liens, to all of the properties and assets, tangible and intangible, reflected in the Company Financial Statements as being owned by the Company as of the dates thereof, other than those Liens that, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect on the Company. The Company does not, directly or indirectly, control any real property not used in the ordinary course of their business, except as Previously Disclosed. All buildings and all fixtures, equipment, and other property and assets which are held under leases or subleases by the Company are held under valid leases or subleases enforceable in accordance with their respective terms, except as such enforceability may be affected by (a) bankruptcy, insolvency and other similar laws of general applicability relating to or affecting creditors' rights and (b) general equity principles. The Company has good and marketable title to all securities held by it (except securities sold under repurchase agreements or held in any fiduciary or agency capacity), free and clear of any Lien, except to the extent such securities are pledged in the ordinary course of business consistent with prudent business practices to secure obligations of the Company. Such securities are valued on the books of the Company in accordance with generally accepted accounting principles.
Properties; Securities. (1) Except as Previously Disclosed and as may be reflected in the Financial Statements dated before the date hereof, the Company has good and marketable title, free and clear of all Liens (other than Liens for current taxes not yet delinquent) to all of the Material properties and assets, tangible or intangible, reflected in such financial statements as being owned by the Company as of the dates thereof. To the best of the Company's knowledge, all buildings and all the Material fixtures, equipment, and other property and assets held under leases or subleases by any of the Company are held under valid leases or subleases, enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and to general equity principles). The Company has Previously Disclosed a list of any and all real estate owned or leased by it as of the date hereof. Except as Previously Disclosed, the Company has good and marketable title to all securities held by it (except securities sold under repurchase agreements or held in any fiduciary or agency capacity), free and clear of any Lien, except to the extent such securities are pledged in the ordinary course of business consistent with prudent business practices to secure obligations of the Company. Such securities are valued on the books of the Company in accordance with generally accepted accounting principles consistently applied.
