Real and Personal Property; Title to Property; Leases. Neither the Company nor any Company Subsidiary owns any Real Property. Section 4.11(a) of the Company Disclosure Schedule identifies each parcel of Real Property (or interest in Real Property) in which the Company or any of the Company Subsidiaries has a leasehold or similar interest. Each of the Company and the Company Subsidiaries has a legally valid right to use all such Real Property, including leaseholds and all other interests in Real Property. All of the Company’s and the Company Subsidiaries’ leasehold interests in Real Property are held under valid, binding and enforceable leases, except as such enforceability may be limited by (i) bankruptcy laws and other similar laws affecting creditors’ rights generally, and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law, and each such lease shall, assuming that any required consents are obtained and any required notices made, continue to be valid, legal, binding and enforceable to the same extent, and in full force and effect on identical terms, immediately following the consummation of the transactions contemplated hereby. True and correct copies of all such leases (and all amendments thereto) have been made available to Parent. There is no pending or threatened to the Company in writing action that could reasonably be expected to interfere with the quiet enjoyment of any such leasehold by the Company or the Company Subsidiaries, and all facilities leased or subleased thereunder are supplied with utilities and other services reasonably necessary for the operation of said facilities as currently operated by the Company and the Company Subsidiaries. Neither the Company nor any of the Company Subsidiaries has been notified in writing that it is in breach of any of its obligations in any lease or similar agreement under which it occupies or has any leasehold or other interest in Real Property. Neither the Company nor any of the Company Subsidiaries has received any written notice of violation or claimed violation of any applicable building, zoning, subdivision and other land use and similar Applicable Laws affecting the Real Property. Each of the Company and the Company Subsidiaries has good, valid and marketable title to all personal or other tangible property necessary for the conduct of their respective businesses as conducted immediately prior to the date hereof, except for Permitted Liens that do not restrict the ability of the Company or the Company Su...
Real and Personal Property; Title to Property; Leases. (a) Seller has good and valid title, free of encumbrances in and to the Owned Real Property, the Personal Property and the other Assets, except for (i) any lien for taxes not yet due and payable, (ii) any lease obligations included in the Assumed Obligations, (iii) easements, rights of way, and other restrictions of record, (iv) statutory liens of landlords, liens of carriers, warehousemen, mechanical and materialmen and other liens imposed by law in the ordinary course of business, (v) any liens on any furniture, equipment, fixtures or Inventory pursuant to any capital lease or any other lease being assumed by Purchaser as an Assumed Obligation, (vi) any encumbrances or defects that do not materially interfere with the operations of the Hospital in any manner consistent with the current use by Seller, and (vii) those liens and encumbrances relating to Seller’s outstanding debt owed to The Huntington National Bank listed in Schedule 2.7(a), which shall be discharged at or prior to the Closing (collectively, the “Permitted Encumbrances”). Except as shown in Schedule 2.7(a), all material tangible properties of Seller are, to the Knowledge of Seller, in a reasonably good state of maintenance and repair (except for ordinary wear and tear) and in operating condition.
(b) The Owned Real Property listed in Schedule 1.2(a) consists of all Real Property owned by Seller and used in the conduct of the business of the Hospital.
(c) The Leased Real Property listed in Schedule 1.2(b) consists of all Real Property leased by Seller and used in the conduct of the business of the Hospital.
(d) Seller has heretofore made available to Purchaser a true, correct and complete copy of all of the Leases. Except as shown in Schedule 2.7(d), no consents are required of third parties to the assignment of the Leases.
(e) At Closing, Seller will convey to Purchaser good and valid title to the Owned Real Property and all other Assets and a valid leasehold interest in the Leased Real Property, subject to no mortgage, lien, pledge, security interest, conditional sales agreement, right of first refusal, option or encumbrance, except for Permitted Encumbrances and the rights of any lessor or licensor of leased or licensed personal property.
(f) The Leases constitute the entire agreement to which Seller is a party with respect to the properties which are demised pursuant thereto.
(g) Seller has accepted possession of the Leased Real Property pursuant to each Real Property Lease in which it i...
Real and Personal Property; Title to Property; Leases. The Company has good and marketable title to, a valid leasehold interest in or other valid right to use, free of Encumbrances, (i) all items of real property used primarily in the Business since January 1, 2001 and necessary to the conduct of the Business, including fees, leaseholds and all other interests in such real property and (ii) such other tangible assets and properties used primarily in the Business since January 1, 2001 and necessary to the conduct of the Business, including all such tangible assets that it purports to own or have the right to use as reflected in the September 30 Balance Sheet or that were thereafter acquired, except, in any such case, for (a) matters otherwise described in Section 2.6 of the Seller Disclosure Schedule (whether or not such matters constitute Encumbrances) and (b) assets and properties not material to the Business that were disposed of since September 30, 2001 in the ordinary course of business. The tangible properties of the Company that are material to the Business are in a good state of maintenance and repair (except for ordinary wear and tear) and are adequate for such Business. The material leasehold properties held by the Company as lessee are held under valid, binding and enforceable leases, subject only to such exceptions as are not, individually or in the aggregate, material to the Business.
Real and Personal Property; Title to Property; Leases. (1) Schedule 3.1(f)(1) lists each interest in real property leased by Seller or any Affiliated Transferor for use in the Business and the operation of the GM Contracts, including the location thereof. Except as set forth on Schedule 3.1(f)(1), each of Seller or the applicable Affiliated Transferor has good and marketable title to or other right to use, free of Encumbrances, except for Permitted Encumbrances, (a) all items of real property material to the Business or the operation of the GM Contract Assets, including fees, leaseholds, contractual rights and all other interests in such real property, and (b) such other tangible assets and properties that are material to the Business and the operation of the GM Contract Assets, including all such tangible assets that they purport to own or have the right to use as reflected in the Financial Statements or that were thereafter acquired (the "Property"), except, in any such case, for (i) matters described in Schedule 3.1(f)(1), and (ii) assets and Properties not material to the Business or the operation of the GM Contract Assets that were disposed of since June 29, 2003 in the ordinary course of business. Except as set forth on Schedule 3.1(f)(1), other than services provided at customer locations, the Business is not conducted on a day to day basis, and neither Seller nor any of its Subsidiaries makes any payments with respect to the Business or the GM Contract Assets, for the use of space at any location that it does not lease. The tangible Properties of the Business that are material to the Business are adequate to conduct the Business in all material respects as currently conducted. The material leasehold properties of the Business held by the Seller or a Affiliated Transferor as lessee or sublessee and the GM Facility Leases are held under valid leases in full force and effect pursuant to their terms, subject only to such exceptions as are not, individually, or in the aggregate, material to the Business and the operation of the GM Contract Assets. To the knowledge of Seller and except as set forth on Schedule 3.1(f)(1), the current operation and use of the Property by the Business does not violate in any material respect any Law now in effect. There is no owned real property included in the Transferred Assets. At the Closing, subject to any qualifications or limitations set forth in any representation or warranty in Section 3.1 hereof, such changes as shall be permitted after the date hereof in accordance w...
Real and Personal Property; Title to Property; Leases. The Company and each Subsidiary have good and marketable title to or other right to use, free of encumbrances, all items of real property, including fees, leaseholds and all other interests in real property, and such other assets and properties, including but not limited to all assets that they respectively purport to own or have the right to use, except for (a) Encumbrances consisting of liens for Taxes not yet due, and (b) assets and properties not material to the Business that were disposed of since such date in the ordinary course of business. All material tangible properties of the Company and each Subsidiary are in a good state of maintenance and repair (except for ordinary wear and tear) and are adequate for the Business. All material leasehold properties held by the Company or any Subsidiary as lessee are held under valid, binding and enforceable leases, subject only to such exceptions as are not, individually or in the aggregate, material to the Business. There is no pending or threatened Action that would materially interfere with the quiet enjoyment of any such leasehold by the Company or any such Subsidiary.
Real and Personal Property; Title to Property; Leases. (1) Schedule 3.1(f)(1) lists each interest in real property owned or leased by an Acquired Entity or ACS Defense, including the location thereof. Except as set forth on Schedule 3.1(f)(1), each of the Acquired Entities and ACS Defense has good and marketable title to or other right to use, free of Encumbrances, except for Permitted Encumbrances, (a) all of its respective items of real property material to the Business, including fees, leaseholds, contractual rights and all other interests in such real property, and (b) such other tangible assets and properties that are material to the Business, including all such tangible assets that they purport to own or have the right to use as reflected in the Financial Statements or that were thereafter acquired (the "Property"), except, in any such case, for (i) matters described in Schedule 3.1(f)(1), and (ii) assets and Properties not material to the Business that were disposed of since May 31, 2003 in the ordinary course of business. Except as set forth on Schedule 3.1(f)(1), other than services provided on site at governmental instrumentalities with whom an Acquired Entity or ACS Defense is a party to a Contract, the Business is not conducted on a day to day basis and neither any Acquired Entity nor ACS Defense makes any payments for the use of space at any location that it does not own or lease. The tangible Properties of the Acquired Entities and ACS Defense that are material to the Business are adequate to conduct the Business in all material respects as currently conducted. The material leasehold properties held by any Acquired Entity or ACS Defense as lessee or sublessee are held under valid leases in full force and effect pursuant to their terms, subject only to such exceptions as are not, individually or in the aggregate, material to the Business. To the knowledge of Seller and except as set forth on Schedule 3.1(f)(1), the current operation and use of the Property by the Acquired Entities and ACS Defense does not violate in any material respect any Law now in effect. On STOCK PURCHASE AGREEMENT 19 EXECUTION VERSION the Closing Date, the owned Property will not be subject to any Encumbrance securing indebtedness for borrowed money. There are no condemnation proceedings pending with respect to any owned Property and, to the knowledge of Seller, no condemnation proceedings are threatened with respect to any owned Property. At the Closing, subject to any qualifications or limitations set forth in any represen...
Real and Personal Property; Title to Property; Leases. (1) Schedule 3.1(f)(1) lists each interest in real property owned or leased by the Company and each Company Subsidiary, including the location thereof. Schedule 3.1(f)(1) also lists each TC1: 469823 Execution Stock Purchase Agreement
Real and Personal Property; Title to Property; Leases. CWE(2) does not own, directly or indirectly, any interest whatsoever in any real property, other than leasehold interests held by CWE(2) pursuant to office leases included in the Material Contracts. Schedule 2.6 lists all tangible personal property of CWE(2) material to the Business and designates any leasehold interests therein. Except as set forth in Schedule 2.6, CWE(2) has good and marketable title to, or a valid leasehold interest in (as designated in Schedule 2.6), all such items of tangible personal property, free and clear of any Encumbrances. All material tangible properties of CWE(2) (excluding any inventory) are in a good state of maintenance and repair (except for ordinary wear and tear) and are adequate for the Business. All material leasehold properties held by CWE(2) as lessee are held under valid, binding and enforceable leases, subject only to such exceptions as are not, individually or in the aggregate, material to the Business.
Real and Personal Property; Title to Property; Leases. The Company does not own or lease any real property. The Company does not lease any personal property. All assets of the Company are listed in Schedule 2.8.
Real and Personal Property; Title to Property; Leases. (a) Schedule 2.6(a) of the Disclosure Schedule sets forth a description of the material items of tangible personal property used in connection with the Business and either Leased or owned by the Company, its location and book value. Schedule 2.6(a) of the Disclosure Schedule also sets forth a list of all material interests in real property owned or used in connection with the Business by the Company and the location, book value and ownership thereof and a description of the material structures and improvements thereon and identifies those interests owned by the Company. The Company has good and marketable title to or other right to use all items of real property, including fees, Leaseholds and all other interests in real property, and owns or Leases such other assets and properties that are material to the operation of the Business, free of Encumbrances except for (i) Encumbrances consisting of Liens for Taxes not yet due, or (ii) matters otherwise described on Schedule 2.6 of the Disclosure Schedule, or (iii) those Encumbrances the existence of which would not have a material adverse effect on the Company or the Business. No member of the Selling Group knows of any material defect to any material item of tangible property. All such personal property or interests in real property held by the Company as lessee are held under Leases which are Enforceable Obligations of the parties thereto, and the Company is not in Default in any material respect of any such Lease nor does the Selling Group know of any material Default by the lessor of such property. All of such property and Leases, as of the date of this Agreement, are owned solely by the Company.
(b) Schedule 2.6(b) of the Disclosure Schedule sets forth a list of the Equity Securities and cash equivalents which are Acquired Assets, and the bank or broker-dealer accounts in which any Seller or the Company has deposited money, cash equivalents or Equity Securities which relate to the Business or which are an Acquired Asset showing the name of the Persons holding such accounts, the type of account and the balance therein as of a stated date not more than 10 days before the date hereof. As of the date of this Agreement, all such cash, cash equivalents and equity securities are either registered solely in the name of the Company or are deposited into an account solely in the name of the Company.
(c) Schedule 2.6(c) of the Disclosure Schedule sets forth a list of all of the Receivables of the Company as of the C...
