Properties; Title. (a) Borrower has insurable fee simple title to the real property comprising part of the Properties and good title to the balance of the Properties owned by it, free and clear of all Liens whatsoever except the Permitted Encumbrances. The Mortgage, when properly recorded in the appropriate records, together with any Uniform Commercial Code financing statements required to be filed in connection therewith, when properly filed in the appropriate records, will create (i) valid, first priority, perfected Liens on Borrower’s interest in the Properties, subject only to Permitted Encumbrances, and (ii) perfected security interests in and to, and perfected collateral assignments of, all personalty (including the Leases), to the extent that a security interest therein may be perfected by the filing of a financing statement in accordance with the UCC, all in accordance with the terms thereof, in each case subject only to the Permitted Encumbrances. Except as disclosed to Agent in writing, there are no mechanics’, materialman’s or other similar Liens or claims which have been filed for work, labor or materials affecting any Property which are or may be Liens prior to, or equal or coordinate with, the Lien of the Mortgage. None of the Permitted Encumbrances, individually or in the aggregate, could likely result in a Material Adverse Effect.
(b) All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid under applicable Legal Requirements in connection with the transfer of the Properties to Borrower have been paid or are being paid simultaneously herewith. All mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid under applicable Legal Requirements in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including the Mortgage, have been paid or are being paid simultaneously herewith. All taxes and governmental assessments due and owing in respect of the Properties have been paid, or an escrow of funds in an amount sufficient to cover such payments has been established hereunder or are insured against by the Title Insurance Policies.
(c) Each Property is comprised of one (1) or more parcels which constitute separate tax lots and do not constitute a portion of any other tax lot not a part of such Property.
(d) No Condemnation or other proceeding has been commenced or, to Borrower’s Knowledge, is conte...
Properties; Title. Each of the Borrower and its Subsidiaries has (a) good, sufficient, marketable and legal title to (in the case of fee interests in Real Property), (b) valid leasehold interests in (in the case of leasehold interests in real or personal property), and (c) good and valid title to (in the case of all other personal property), all of their respective properties and assets reflected in their respective Historical Financial Statements referred to in Section 4.7 and in the most recent financial statements delivered pursuant to Section 5.1, in each case except for (i) assets disposed of since the date of such financial statements in the ordinary course of business or as otherwise permitted under Section 6.9, or (ii) defects in title or interests which would not, individually or in the aggregate, reasonably be expected to interfere with the Borrower or its applicable Subsidiary’s ability to conduct its business as currently conducted or utilize such property for its intended purpose. All such properties and assets are in working order and condition, ordinary wear and tear excepted, and all such properties and assets are free and clear of Liens (other than Permitted Liens). As of the Closing Date, Schedule 4.12 contains a true, accurate and complete list of all Real Property of the Borrower and its Subsidiaries or where Collateral having an aggregate fair market value in excess of $[***] or a substantial portion of the books and records of the Borrower and its Subsidiaries are located.
Properties; Title list and general description of all real property owned by the Company is set forth in SCHEDULE 2.9A and a complete list of all real property leased by the Company is set forth in SCHEDULE 2.9B (Collectively, the "Real Property"). With respect to owned Real Property, the Company has good, marketable and insurable fee simple title to such property, free and clear of all Liens and other title defects of any nature whatsoever, except real estate Taxes (general and specific) not yet due and payable, restrictions imposed by zoning ordinances, Liens with respect to Company Debt, or as disclosed in SCHEDULE 2.9A. SCHEDULE 2.9A also sets forth with respect to such owned Real Property a list of all title insurance policies, deeds, appraisal reports, surveys and environmental reports held or controlled by the Company, true and complete copies of which have been provided to Purchaser. With respect to the leased Real Property, SCHEDULE 2.9B also sets forth the commencement date of any such lease and any amendments thereto, the term thereof, including any renewal options, options to purchase, rights of first refusal, and the aggregate monthly rental payable thereunder. The Company enjoys peaceful and undisturbed possession under all such leases, all of such leases are valid and neither the Company nor the Sellers are in default, except as disclosed in SCHEDULE 2.9B. All structures and buildings occupied by the Business (whether leased or owned) are in such operating condition (subject to normal wear and tear) with no structural or other defects that could interfere with the operation of the Business, and are suitable for the purposes for which they are currently used. The Business is not in violation of any building, zoning, anti-pollution, health, occupational safety or other Law or any Order or Permit in respect of such Real Property, structures and buildings. Except as disclosed in SCHEDULE 2.9C, no person, other than the Company, has any right to occupy or possess any of the Real Property or any such structures or buildings. Except as disclosed in SCHEDULE 2.9D, the Company has good, valid, marketable, legal and beneficial title to (or valid leasehold interest in) all of its Assets and is the lawful owner of its Assets, free and clear of all Liens. The equipment and other tangible personal property constituting part of the Company's Assets (whether owned or leased) have been well-maintained in accordance with customary industry standards, are in good condition and ...
Properties; Title. (A) Schedule 2.8(A) Sets forth a complete list and general description of all real property leased by the Company (the "Leased Property"). Said leases shall terminate at the Closing with the Company having no further liability thereunder. The Company does not own any real property of any kind, nor does it have any interests in real property, of record or beneficially.
(B) The Company has good, valid, marketable, legal and beneficial title to (or valid leasehold interest in) all of its assets and is the lawful owner of its assets, free and clear of all security interests, restrictions, liens and encumbrances, except where the failure to have such title does not have a material adverse effect on the Company. The machinery, equipment and other tangible personal property constituting part of the Company's assets (whether owned or leased) (i) have been maintained in accordance with industry standards; (ii) are in good condition and repair (subject to normal wear and tear); (iii) are adequate in quantity and quality to carry on the business of the Company as it is now being conducted and for the continued operation of the business as presently conducted; and (iv) comply with all applicable federal, state and local laws, ordinances, rules and regulations.
Properties; Title. (a) Section 3.8(a) of the Seller Disclosure Schedules sets forth a complete list and the location of all Real Property. Seller has good and marketable title to the owned Real Property free and clear of all Liens, except Permitted Exceptions. To the Knowledge of Seller, there are no proceedings, claims, or disputes affecting any Real Property that might interfere with the current use of Seller’s Real Property. No proceeding is pending or, to Seller’s Knowledge, threatened for the taking, expropriation or condemnation of all or any portion of the Real Property. The Real Property is all of the real or immovable property owned, leased or used by Seller and primarily used in Seller’s Business. No Person other than Seller has any oral or written right to lease, sublease or otherwise occupy any portion of the Real Property.
(b) Seller possesses a good and valid interest in each leasehold estate relating to the Real Property and described on Section 3.8(b) of the Seller Disclosure Schedules (collectively, the “Real Property Leases”), free and clear of any Liens except for the Permitted Exceptions. Each Real Property Lease is in full force and effect. No proceeding is pending or, to Seller’s Knowledge, threatened for the taking or condemnation of all or any portion of the property demised under the Real Property Leases. There is no brokerage commission or finder’s fee due from Seller and unpaid with regard to any of the Real Property Leases, or which will become due at any time in the future with regard to any Real Property Lease.
(c) The Real Property and the premises demised under the Real Property Leases are sufficient for the current operations of Seller’s Business, and such properties now being used by Seller in its Business, whether leased or owned, are in good working order, repair and operating condition, are without any structural defects other than minimal structural defects which do not affect the value or use of such properties and have been maintained in accordance with generally accepted industry practices.
(d) Seller has good and marketable title to all Tangible Personal Property. A true, correct and complete list of all Tangible Personal Property with a book value of over $5,000 and the location of such Tangible Personal Property is set forth on Section 3.8(d) of the Seller Disclosure Schedules. All Tangible Personal Property is free and clear of all Liens except for Permitted Exceptions. The Tangible Personal Property now being used by Seller in it...
Properties; Title. DVSL has good and marketable title to all of its personal property, in each case, free and clear of all Liens other than Permitted Liens.
Properties; Title. Each of the Company and its Subsidiaries has (a) good, sufficient, marketable and legal title to (in the case of fee interests in Real Property), (b) valid leasehold interests in (in the case of leasehold interests in real or personal property), and (c) good and valid title to (in the case of all other personal property), all of their respective properties and assets reflected in their respective Historical Financial Statements referred to in Section 4.7 and in the most recent financial statements delivered pursuant to Section 5.1, in each case except for (i) assets disposed of since the date of such financial statements in the ordinary course of business or as otherwise permitted under Section 6.9 or (ii) defects in title or interests which would not, individually or in the aggregate, reasonably be expected to interfere with the Company or its applicable Subsidiary’s ability to conduct its business as currently conducted or utilize such property for its intended purpose. All such properties and assets are in working order and condition, ordinary wear and tear excepted, and all such properties and assets are free and clear of Liens (other than Permitted Liens). As of the Closing Date, Schedule 4.12 contains a true, accurate and complete list of all Real Property of the Company and its Subsidiaries or where Collateral or books and records are located.
Properties; Title. The Company does not own any real property. True and correct copies of leases relating to Company Real Property (the "Company Real Property Leases") have been delivered to Buyer. The Company Real Property Leases are in full force and effect and neither party to any such Company Real Property Lease is in material default. The Company Real Property Leases relate to all real property occupied by the Company and the Company has not at any time occupied any other property.
Properties; Title. The Company has good and marketable legal title in and ownership of all the Assets, without any limitation on transferability and free and clear of any Liens. All Assets are in good operating condition and repair (subject to normal wear and tear) and are suitable for the purpose they are used.
Properties; Title. VCP has good and marketable legal title in and ownership of all of its Business Assets, without any limitation on transferability and free and clear of any burden or Lien, except for Permitted Liens.
