Properties, Title and Related Matters. (a) Each Xxxxx Subsidiary has good and marketable title to all of its personal property that is material to their respective businesses, free and clear of all Encumbrances, except for those Encumbrances set forth on Section 3.09 of the Xxxxx Disclosure Schedule.
Properties, Title and Related Matters a. Tannehill has good titlx xx xxx xx xxe personal property included in the Assets free and clear of all Encumbrances, except for Permitted Encumbrances.
Properties, Title and Related Matters. (a) Except for property that is listed in Schedule 2.13, SMW has good and marketable title to all of its respective personal property free and clear of all Encumbrances, except for Permitted Encumbrances and those Encumbrances set forth on Schedule 2.9(a). The Encumbrances set forth on Schedule 2.9(a) relate solely to the indebtedness listed on Schedule 2.11(b).
Properties, Title and Related Matters. (a) Except as disclosed in the Company SEC Documents: (i) the description of the Company's resorts included in the Company's Form 10-K Report for the year ended December 31, 1998 was true and correct in all material respects as of such date; (ii) except for periodic maintenance, repairs and replacements in the ordinary course of business consistent with past practice, the dwelling units, sales centers, recreation facilities and other amenities for which certificates of occupancy have been issued at the Company's resorts are furnished and in good condition and repair, ordinary wear and tear excepted; (iii) with respect to each resort for which the Company or a Subsidiary of the Company, or the Company Venture, provides VOI owners association management services, the applicable VOI owners association has been duly formed, is validly existing and has a board of directors duly appointed by the Company or a Subsidiary of the Company, or the Company Venture, or duly elected by the VOI owners, in either case in accordance with the by-laws of such association; (iv) the Company's financial obligations to each such association are current in all material respects; and (v) to the Knowledge of the Company, the 1999 budgets established by each such association are adequate to fund the projected 1999 operating expenditures of such association in all material respects, subject to payment by all VOI owners, including the Company and its Subsidiaries, and the Company Venture, of the dues and assessments levied by the respective association and the reserves for capital replacements maintained by each such association, when supplemented by additional reserve contributions in future years as set forth in the reserve analysis delivered to Parent by the Company prior to the date hereof, will be adequate to fund in all material respects the replacement of capital items owned by the association over their anticipated useful lives.
Properties, Title and Related Matters x. Xxxxxxxxx has good title to all of the personal property included in the Assets free and clear of all Encumbrances, except for Permitted Encumbrances.
Properties, Title and Related Matters. (a) The Company and its Subsidiaries have sufficient title to all their tangible properties and assets to conduct their respective businesses as currently conducted or as contemplated to be conducted, with only such exceptions as, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.
Properties, Title and Related Matters. (a) Steel has good and marketable title to all of its respective personal property free and clear of all Encumbrances, except for Permitted Encumbrances and those Encumbrances set forth on SCHEDULE 2.9(a). The Encumbrances set forth on SCHEDULE 2.9(a) relate solely to the indebtedness listed on SCHEDULE 2.13(a).
Properties, Title and Related Matters. (a) There is set forth on Schedule 2.8(a) hereto a list of each item of personal property owned by the Company or any Subsidiary that has a book value (net of depreciation as of December 31, 1996) for each item greater than $50,000. The Company and its Subsidiaries have good and marketable title to all of their respective personal property (including, without limitation, those items of personal property set forth on Schedule 2.8(a) hereto), free and clear of all Encumbrances, except for Permitted Encumbrances and those Encumbrances set forth on Schedule 2.8(a) hereto, and consigned inventory.
Properties, Title and Related Matters. (a) The Company owns, or leases under valid lease or similar agreements, all assets necessary for the conduct of its business.
Properties, Title and Related Matters. (e) The Purchaser does not own or lease any assets.
