Properties; Sufficiency of Assets. (a) LTC has good title to, or in the case of leased property has valid leasehold interests in, the property and assets of LTC (whether real or personal, tangible or intangible) reflected in the LTC's Public Documents or acquired after the date thereof, free and clear of all Liens, except for Permitted Liens.
Properties; Sufficiency of Assets. 3.14.1 The Company does not own or has never owned any real property. Schedule 3.14.1 sets forth a list of all Company Real Property, including all real property leased or for which the Company holds a possessory interest (the “Leased Real Property”). All leases of Leased Real Property are valid, binding, and enforceable in accordance with their respective terms against the Company and, to the knowledge of the Company against each other party thereto, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. All rents currently due under such leases have been paid under each lease of Leased Real Property to which the Company is a party. There does not exist under any such lease any default on the part of the Company, or to the Company’s knowledge, any other party thereto, or to the Company’s knowledge any event which with notice or lapse of time or both would constitute a default. The Company is in peaceful and undisturbed possession of the space and/or estate under each lease of which it is a tenant and has sufficient rights of ingress and egress to and from all such Leased Real Property and to the public street systems for all usual street, road and utility purposes currently required by the Company. No Equityholder or Affiliate of an Equityholder is a landlord under any lease relating to Leased Real Property. The Company has not received any written notice of any appropriation, condemnation, or like proceeding affecting the Leased Real Property, or of any violation of any applicable zoning Law or Order relating to or affecting the Leased Real Property, and to the knowledge of the Company, no such proceeding has been threatened or commenced. The Company Real Property constitutes all real property, buildings and other improvements necessary for the Company to conduct the business as currently conducted. Except as disclosed on Schedule 3.14.1, to the knowledge of the Company, no person or improvement is encroaching upon any of the Company Real Property, and none of the activities of the Company on the Company Real Property or any of the improvements thereon are encroaching upon the property of others or easements or rights-of-way in favor of others.
Properties; Sufficiency of Assets. (a) The Company and each of its Subsidiaries have good and indefeasible title to, or in the case of leased or licensed property valid leasehold or licensed interests in, all property and assets (whether real or personal, tangible or intangible) reflected on the Balance Sheet or acquired after the Balance Sheet Date, except properties and assets, or interests in properties or assets, sold or otherwise disposed of since the Balance Sheet Date in the Ordinary Course. None of such property or assets is subject to any Liens, except for Permitted Liens.
Properties; Sufficiency of Assets. (a) Except for inventory disposed of in the Ordinary Course of Business of PLL, PLL has good title to or in the case of leased property has valid leasehold interests in the property and assets (whether real or personal, tangible or intangible) reflected in the PLL Audited Financials or acquired after the date thereof, free and clear of all Liens, except for Permitted Liens and Liens disclosed in Schedule 6.15(a).
Properties; Sufficiency of Assets. (a) With the exception of properties disposed of in the ordinary course of business since the date of the Balance Sheet, Seller has (or will have prior to the Closing Date) and upon consummation of the transactions contemplated hereby, Buyer will have, good and marketable title to, all real and tangible personal property constituting Conveyed Assets, free and clear of all Liens except Permitted Liens.
Properties; Sufficiency of Assets. (a) Except as would not reasonably be expected to have, individually or in the aggregate, an Exxxxxx Material Adverse Effect, Exxxxxx and its Subsidiaries have, and after giving effect to the Pre-Closing Restructuring, the Exxxxxx Contributed Subsidiaries will have, good title to, or valid leasehold interests in, (i) all property and assets reflected on the Echo Business Balance Sheet or acquired after the Echo Business Balance Sheet Date, except as have been disposed of since the Echo Business Balance Sheet Date in the ordinary course of business consistent with past practice, and (ii) after giving effect to the Pre-Closing Restructuring, all Exxxxxx Contributed Assets shall be free and clear of all Liens, except Permitted Liens.
Properties; Sufficiency of Assets. (a) Except as disclosed in SCHEDULE 6.1.15(a) and except for inventory disposed of in the Ordinary Course of Business, the Company has good title to, or in the case of leased property has valid leasehold interests in, all property and assets (whether real or personal, tangible or intangible) reflected in the June 1998 Balance Sheet or acquired after the Balance Sheet Date. None of such property or assets is subject to any Liens, except for (i) Liens disclosed in the June 1998 Balance Sheet; (ii) Liens for Taxes not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on the June 1998 Balance Sheet); (iii) Permitted Liens and (iv) regarding the Premises (as defined in SCHEDULE 6.1.15(b)), the Permitted Exceptions (as defined in EXHIBIT D-4 attached hereto)
Properties; Sufficiency of Assets. (a) Except as would not reasonably be expected to be, individually or in the aggregate, material to Bridge Media, (i) Bridge Media has good title to, or valid leasehold interests in, all property and assets reflected on the Bridge Media Balance Sheet or acquired after the Bridge Media Balance Sheet Date, except as have been disposed of since the Bridge Media Balance Sheet Date in the ordinary course of business consistent with past practice and (ii) all such properties and assets are free and clear of all Liens, except Permitted Liens.
Properties; Sufficiency of Assets. (a) Except as disclosed in SCHEDULE 3.1.16(a) and except for inventory disposed of in the ordinary course of business, the Company and its Subsidiaries have good title to, or in the case of leased property have valid leasehold interests in, all property and assets (whether real or personal, tangible or intangible) reflected in the Audited Balance Sheet or acquired after the Balance Sheet Date, including the New Capital Equipment. None of such property or assets is subject to any Liens, except for (i) Liens disclosed in the Audited Balance Sheet; (ii) Liens for Taxes not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on the Audited Balance Sheet); (iii) and Permitted Liens.
Properties; Sufficiency of Assets. (a) Except as set forth on Section 3.14(a) of the Company Disclosure Schedules, the Company or a subsidiary of the Company owns and has good and valid title to, or holds valid rights to lease or otherwise use, all items of real and personal property that are material to the business of the Company and its subsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, claims and defects, and imperfections of title (“Liens”) (except in all cases for (A) Liens permissible under any applicable loan agreements and indentures, (B) statutory liens securing payments not yet due, (C) such imperfections or irregularities of title, Liens, charges, easements, covenants and other restrictions 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; easements, rights of way, options, reservations or other similar matters or restrictions or exclusions which would be shown by a current title report or other similar report; and any condition or other matter, if any, that may be shown or disclosed by a current and accurate survey or physical inspection, (D) encumbrances for current Taxes or other governmental charges not yet due and payable or for Taxes that are being contested in good faith by appropriate proceeding and for which adequate reserves have been provided, (E) pledges or deposits made in the ordinary course of business to secure obligations under workers’ compensation, unemployment insurance, social security, retirement and similar Laws or similar legislation or to secure public or statutory obligations, (F) mechanics’, carriers’, workmen’s, repairmen’s or other like encumbrances arising or incurred in the ordinary course of business, and (G) mortgages, or deeds of trust, security interests or other encumbrances on title related to indebtedness reflected on the consolidated financial statements of the Company) (items in clauses (A) through (G) are referred to herein as “Permitted Liens”). Neither the Company nor any subsidiary of the Company owns any real property. (b) Section 3.14(b) of the Company Disclosure Schedule sets forth a list of all personal property (including equipment) that is material to the business that is owned or leased by the Company or any of its Subsidiaries. The assets owned or leased by the Company or its subsidiaries (including real, personal, tangible, and intangible property), or that...
