Property Encumbrances. Except for any liens and security interests securing the Loans or any liens resulting from REIT’s (or REIT’s Representatives’) activities at or on the Property pursuant to this Agreement, Contributors shall not create or acquiesce to the creation of, and shall not knowingly or intentionally permit Waterford Titleholder to create or acquiesce to the creation of, any Encumbrances to title with respect to the Property other than the Existing Title Exceptions with respect to the Property, without in each case the prior written consent of REIT, which consent may not be unreasonably withheld, conditioned or delayed prior to the expiration of the Due Diligence Period, but which may be withheld in REIT’s sole discretion following the expiration of the Due Diligence Period.
Property Encumbrances. Any rights to perform services on the Heliport are encumbered by encroachments, tenants, licensees, or other occupancies at the Heliport on the Commencement Date. Neither the City nor Agreement Administrator is obligated to take any action to remove the same unless such encumbrance restricts the ability of the Heliport to reasonably function in accordance with the terms of this Agreement.
Property Encumbrances. Except for any liens and security interests securing the Loans or any liens resulting from Operating Partnership’s (or Operating Partnership’s Representatives’) activities at or on the Property pursuant to this Agreement, Contributor shall not create or acquiesce to the creation of any Encumbrances to title with respect to the Property other than the Existing Title Exceptions with respect to the Property, without in each case the prior written consent of Operating Partnership, which consent may not be unreasonably withheld, conditioned or delayed prior to the expiration of the Due Diligence Period, but which may be withheld in Operating Partnership’s sole discretion following the expiration of the Due Diligence Period.
Property Encumbrances. Schedule 1(b)(ii) contains a list of all real or immoveable property leased by Seller for use by Seller (the “Real Property”). Seller does not own any Real Property. Schedule 1(b)(vii) contains a list of all tangible personal property owned by Seller or held by Seller for use by Seller pursuant to leases or licenses. The leases and licenses listed on Schedule 1(b)(ii) are in full force and effect without any default, waiver or indulgence thereunder by Seller or by any other party thereto. True and complete copies of all leases and licenses listed on Schedule 1(b)(ii) have been provided to Masimo. There is not, with respect to the Real Property leases listed on Schedule 1(b)(ii) (the “Real Property Leases”): (i) any default by Seller or any event of default or event which with notice or lapse of time, or both, would constitute a default by Seller, which would permit the relevant lessor to terminate such Real Property Leases or (ii) to the knowledge of Seller, any existing material default by any other party to such Real Property Leases, or any event of default or event which with notice or lapse of time, or both, would constitute a material default by any other party to such Real Property Leases.
Property Encumbrances. Schedule 3.6 contains a complete and accurate list of all leaseholds in real property owned by KP. Except as set forth on Schedule 3.6, KP does not own or have any other interest in any real property. KP owns all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that it purports to own, and has leasehold interests in or possessory rights to use all such properties and assets that it purports to have leasehold interests in or possessory rights to use. Except as set forth in Schedule 3.6, all properties and assets reflected in the Latest Balance Sheet are free and clear of all Encumbrances.
Property Encumbrances. The Company and each Subsidiary has ---------------------- good, valid and marketable title to all its property free and clear of all Liens except (a) as set forth on Schedule 4.9(a), and (b) Liens for taxes not yet due. --------------- Schedule 4.9(b) contains a list of all real property owned, leased by the --------------- Company or any Subsidiary or in which the Company or any Subsidiary has any rights (the "Real Property"). Schedule 4.9(c) contains a list of all tangible ------------- --------------- personal property owned by the Company or Subsidiary or held by the Company or Subsidiary pursuant to leases or licenses and having a cost or fair market value in excess of $5,000. The Real Property, the personal property owned by the Company or any Subsidiary and the personal property held by the Company or any Subsidiary pursuant to leases and licenses comprise all of the real property and personal property used in the conduct of the business of the Company and each Subsidiary. The leases and licenses listed on Schedules 4.9(b) and (c) are in full force and effect without ------------------------ any material default, waiver or indulgence thereunder by the Company, any Subsidiary or, to the knowledge of Sellers, by any other party thereto. True and complete copies of all leases and licenses listed on Schedules 4.9(b) and (c) ------------------------ have been provided to Purchaser.
Property Encumbrances. To Sellers’ Knowledge, and in addition to POMI’s representation and warranty with respect to Property Liens made in Section 5(w), except as otherwise disclosed to Buyer or such as would not otherwise have a Material Adverse Effect, POMI has not taken any action, or failed to take any action, that has caused, or shall cause (a) a default to occur under any agreements or covenants that are recorded against any Property and are applicable to or obligate any Property Owner (e.g. easements and declarations of covenants, conditions and restrictions); and (b) any Property to be encumbered by any liens (mortgage, deed of trust or otherwise), restrictions or grants to or for the benefit of, any third party, without the approval of the applicable Property Owner.
Property Encumbrances. Except for any liens and security interests securing the Loans, Sellers shall not create or acquiesce to the creation of, and shall not permit any Title Holder to create or acquiesce to the creation of, any Encumbrances to title with respect to any Property other than the Existing Title Exceptions with respect to such Property, without in each case the prior written consent of Buyer, which consent may not be unreasonably withheld, conditioned or delayed prior to the expiration of the Due Diligence Period, but which may be withheld in Buyer’s sole discretion following the expiration of the Due Diligence Date.
Property Encumbrances. Any rights to perform services at JRB are encumbered by encroachments, licenses, or other occupancies at JRB as of the Commencement Date. Neither the City nor Agreement Administrator is obligated to take any action to remove the same unless such encroachments, licenses, or other occupancies (not to including squatters) restricts or materially affects the ability of JRB to reasonably function in accordance with the terms of this Agreement including the operation, maintenance and/or improvement of JRB, imposes any cost on the Operator in the operation, maintenance or improvement of JRB and/or binds the Operator to any financial obligation.
Property Encumbrances. (a) Schedule 2.10(a) contains a list of all real property leased by the Company or any Subsidiary (the "Real Property"). Neither the Company nor any Subsidiary owns any Real Property.
(b) Schedule 2.10(b) contains a list of all tangible personal property owned by the Company or any Subsidiary, or held by the Company or any Subsidiary pursuant to a lease or license (in which case such lease or license is also listed), which has a net book value or commitment in excess of $200,000.
(c) The leases and licenses listed on Schedule 2.10(a) and Schedule 2.10(b) are in full force and effect without any material default or waiver thereunder by the Company or any Subsidiary or, to the Knowledge of the Company, by any other party thereto. True and complete copies of all leases and licenses listed on Schedule 2.10(a) and Schedule 2.10(b) have been delivered or made available to the Parent. The Company or its Subsidiaries own or have good and marketable fee title to or a valid leasehold or license interest in all of the Leased Real Property, material personal assets and properties (including those reflected as assets on the Unaudited 2006 Balance Sheet or acquired since the date thereof) used or held for use in connection with the Business as currently conducted by the Company, free and clear of all Liens other than Permitted Liens. For purposes of this Agreement, "Permitted Liens" means: (i) any Lien for Taxes and general or special assessments not yet due and payable; (ii) Liens in respect of pledges or deposits under workers' compensation laws or similar legislation, any landlord's, carriers', warehousemen's, attorneys', mechanics', laborers' materialmen's or similar statutory Liens; (iii) purchase money Liens and Liens securing rental payments under capital lease arrangements and other similar equipment lease financing arrangements; (iv) any Lien for indebtedness and liabilities disclosed: (y) on Schedule 2.10(c)(i); or (z) in the Financial Statements and listed on Schedule 2.10(c)(ii); (v) easements, reservations, covenants, conditions and restrictions (but not violations thereof) of public record or disclosed in the Company's existing title policies, the Company's leases for real property, or as would be disclosed on current title reports or surveys, in each case under this clause (v) which are not material in character, amount or extent, and which do not detract from the value, or materially interfere with the present use, of the property subject thereto or affe...
