Real Property; Title to Property Sample Clauses

Real Property; Title to Property. (a) WWT does not own any real property or any interest, other than a leasehold interest, in any real property. A description of all real property leased by WWT and its Subsidiaries and all subleases thereto is included in the SEC Reports. Except for leases and subleases set forth in the SEC Reports, there are no leases, subleases, licenses, occupancy agreements, options, rights, concessions or other agreements or arrangements, written or oral, granting to any Person the right to purchase, use or occupy any real property used in connection with WWT's business or any portion thereof or interest in any such real property. (b) WWT and its Subsidiaries have good and marketable title to all of its properties, interests in properties and assets, real and personal, reflected in WWT Financial Statements or acquired after date of the WWT Financial Statements, or with respect to leased properties and assets, valid leasehold interests in, free and clear of all mortgages, liens, pledges, charges or encumbrances of any kind or character, except (i) Liens for current Taxes not yet due and payable or which are being contested by WWT in good faith, (ii) such imperfections of title, liens and easements as do not and will not materially detract from or interfere with the use of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties, (iii) Liens securing debt which is reflected on WWT Financial Statements, and (iv) any Liens described in the SEC Reports.
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Real Property; Title to Property. 4.9.1 Section 4.9.1 of the MSA Disclosure Schedule sets forth all of the real property owned by MSA Group Companies, including the address of such real property, and the identification of any leases or subleases affecting such real property. Each MSA Group Company has good and marketable title to all real properties owned by it and good title to all other assets and properties shown as owned by it on the MSA Latest Balance Sheet or acquired since that date (except properties disposed of in the Ordinary Course of Business subsequent to that date), in each case free of all Liens of any nature whatsoever, other than: (i) Liens for Taxes not yet due and payable; (ii) such minor Liens as, in the aggregate, do not and would not if asserted be reasonably likely to have a MSA Material Adverse Effect; and (iii) the Liens listed in Section 4.9.1 or Section 4.9.2 of the MSA Disclosure Schedule (“Permitted MSA Liens”). 4.9.2 Section 4.9.2 of the MSA Disclosure Schedule sets forth all of the real property leased, subleased, licensed, or otherwise occupied by any MSA Group Company, including the address of such real property, the identification of the lease, sublease, license, or occupancy agreement by which any MSA Group Company occupies such real property, and any subleases, sublicenses, or sub agreements affecting such real property (each a “MSA Real Property Lease,” and collectively, the “MSA Real Property Leases”). To the Knowledge of MSA Holdings, a MSA Group Company holds a valid and existing leasehold interest under each MSA Real Property Lease, subject to proper authorization and execution of such lease by the other party and the application of any bankruptcy or creditor’s rights Laws, and subject to Permitted MSA Liens. No MSA Group Company has entered into or exercised any option to purchase, lease, sublease, license, or occupancy agreement, or allowed any other party to lease, sublease, license, occupy or enter into an option to purchase or agreement for the purchase and sale of, any real property except as disclosed in Section 4.9.1 or Section 4.9.2 of the MSA Disclosure Schedule. Each MSA Group Company has the right to use the real property owned or leased by it for all purposes for which they are currently used, and each MSA Group Company is using the real property owned or leased by it in compliance with all applicable Laws.
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Real Property; Title to Property. (a) AE does not own any real property or any interest, other than a leasehold interest, in any real property. Schedule 3.24(a) of the CMGO Disclosure Schedules lists and describes all real property leased by AE and all subleases thereto, in each case that relates to the AE Business. Except for leases and subleases listed on Schedule 3.24(a) of the AE Disclosure Schedules, there are no leases, subleases, licenses, occupancy agreements, options, rights, concessions or other agreements or arrangements, written or oral, granting to any Person the right to purchase, use or occupy any real property used in connection with the AE Business or any portion thereof or interest in any such real property. (b) AE has good and marketable title to all of its properties, interests in properties and assets, real and personal, used in connection with the AE’s business or with respect to leased properties and assets, valid leasehold interests in, free and clear of all mortgages, Liens, pledges, charges or encumbrances of any kind or character, except (i) Liens for current Taxes not yet due and payable or which are being contested by AE in good faith, (ii) such imperfections of title, liens and easements as do not and will not materially detract from or interfere with the use of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties, and (iii) any Liens set forth on Schedule 3.24 of the CMGO Disclosure Schedules. The properties and equipment of AE that are used in the operation of its business are in good operating condition subject to normal wear and tear.
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Real Property; Title to Property. (a) Vertex LP does not own any real property or any interest, other than a leasehold interest, in any real property. SCHEDULE 3.24(A) of the Vertex Disclosure Schedules lists and describes all real property leased by Vertex LP and all subleases thereto, in each case that relates to the Vertex Business. Except for leases and subleases listed on SCHEDULE 3.24(A) of the Vertex Disclosure Schedules, there are no leases, subleases, licenses, occupancy agreements, options, rights, concessions or other agreements or arrangements, written or oral, granting to any Person the right to purchase, use or occupy any real property used in connection with the Vertex Business or any portion thereof or interest in any such real property. (b) Vertex LP has good and marketable title to all of its properties, interests in properties and assets, real and personal, used in connection with the Vertex Business or with respect to leased properties and assets, valid leasehold interests in, free and clear of all mortgages, Liens, pledges, charges or encumbrances of any kind or character, except (i) Liens for current Taxes not yet due and payable or which are being contested by Vertex LP in good faith, (ii) such imperfections of title, liens and easements as do not and will not materially detract from or interfere with the use of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties, and (iii) any Liens set forth on SCHEDULE 3.24 of the Vertex Disclosure Schedules. The properties and equipment of Vertex LP that are used in the operation of the Vertex Business are in good operating condition subject to normal wear and tear. All material properties used in the Vertex Business are set forth on EXHIBIT C hereto.
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Real Property; Title to Property. (a) The Company does not own any real property or any interest, other than a leasehold interest, in any real property. Schedule 3.24(a) of the Disclosure Schedules lists and describes all real property leased by the Company and all subleases thereto. Except for Leases and subleases listed on Schedule 3.24(a) of the Disclosure Schedules, there are no leases, subleases, licenses, occupancy agreements, options, rights, concessions or other agreements or arrangements, written or oral, granting to any Person the right to purchase, use or occupy any real property used in connection with the Business or any portion thereof or interest in any such real property. (b) The Company has good and marketable title to all of its properties, interests in properties and assets, real and personal, or with respect to leased properties and assets, valid leasehold interests in, free and clear of all mortgages, liens, pledges, charges or encumbrances of any kind or character, except (i) Liens for current Taxes not yet due and payable or which are being contested by the Company in good faith, (ii) such imperfections of title, liens and easements as do not and will not materially detract from or interfere with the use of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties, (iii) Liens securing debt, and (iv) any Liens set forth on Schedule 3.24 of the Disclosure Schedules. The properties and equipment of the Company that are used in the operation of the Business are in good operating condition subject to normal wear and tear. All material properties used in the Business will be reflected in the Company Financial Documents.
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Related to Real Property; Title to Property

  • Title to Property The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(t) or such as would not have a Material Adverse Effect. Any real property and facilities held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as would not have a Material Adverse Effect.

  • Real Property; Title to Assets (a) Section 3.14(a) of the Company Disclosure Schedule sets forth a true and complete list of all real property owned by the Company or any of the Company Subsidiaries (collectively, the “Owned Real Property”). Except as would not have a Company Material Adverse Effect, the Company or a Subsidiary of the Company has good and valid fee title to each Owned Real Property, in each case free and clear of all Liens and defects in title, except for Permitted Liens. Neither the Company nor its Subsidiaries has granted, or is obligated under, any option, right of first offer, right of first refusal or similar contractual right to sell or dispose of the Owned Real Property or any portion thereof or interest therein. Neither the Company nor its Subsidiaries have leased or otherwise granted to any person the right to use or occupy any of the Owned Real Property or any portion thereof. (b) No member of the Company Group leases any real property, and no member of the Company Group is a party to any Contract to lease any real property or interest therein. (c) Except as would not have a Company Material Adverse Effect, (i) the Company Group has valid and subsisting ownership interests in all of the tangible personal property reflected in the Latest Balance Sheet as being owned by the Company Group or acquired after the date thereof (except tangible personal properties sold or otherwise disposed of since the date thereof in the ordinary course of business), free and clear of all Liens, other than Permitted Liens, and (ii) such tangible personal property is in good operating condition and repair (normal wear and tear excepted) and is adequate and suitable for the operation of the business of the Company Group, as currently conducted.

  • Title to Properties The Company does not own any real property. The Company has heretofore made available to Parent correct and complete copies of all leases, subleases and other agreements (collectively, the "Real Property Leases") under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property or facility (the "Leased Real Property"), including without limitation all modifications, amendments and supplements thereto. Except in each case where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 of the Company Disclosure Letter, (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free and clear of all Liens except liens of record and other permitted liens and each Real Property Lease is in full force and effect, (ii) all rent and other sums and charges due and payable by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part of the Company or any such Subsidiary or, to the Knowledge of the Company or any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright all of the personal property (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect, the plant, property and equipment of the Company and its Subsidiaries that are used in the operations of their businesses are in good operating condition and repair, subject to ordinary wear and tear, and, subject to normal maintenance, are available for use.

  • Good Title to Property The Company and each of the Subsidiaries has good and valid title to all property (whether real or personal) described in the Registration Statement, the Disclosure Package and the Prospectus as being owned by each of them, in each case free and clear of all liens, claims, security interests, other encumbrances or defects except such as are described in the Registration Statement, the Disclosure Package and the Prospectus and those that would not, individually or in the aggregate materially and adversely affect the value of such property and do not materially and adversely interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries. All of the property described in the Registration Statement, the Disclosure Package and the Prospectus as being held under lease by the Company or a Subsidiary is held thereby under valid, subsisting and enforceable leases, without any liens, restrictions, encumbrances or claims, except those that, individually or in the aggregate, are not material and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries.

  • Title to Properties; Encumbrances The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule contains a complete and accurate list of all (A) the Assets that the Company purports to own, including all of the properties and assets reflected in the Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (i) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iii) liens for current taxes not yet due, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear excepted.

  • Title to Property; Leases The Company has good and sufficient title to its Material properties, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement, except for those defects in title and Liens that, individually or in the aggregate, would not have a Material Adverse Effect. All Material leases are valid and subsisting and are in full force and effect in all material respects.

  • Title to Property and Encumbrances The Company has good and valid title to all properties and assets used in the conduct of its business (except for property held under valid and subsisting leases which are in full force and effect and which are not in default) free of all Liens except Permitted Liens and such ordinary and customary imperfections of title, restrictions and encumbrances as do not in the aggregate constitute a Company Material Adverse Effect.

  • Title to Properties; Leases Except as indicated on Schedule 7.3 hereto, the Borrower and its Subsidiaries own all of the assets reflected in the consolidated balance sheet of the Borrower and its Subsidiaries as at the Balance Sheet Date or acquired since that date (except property and assets sold or otherwise disposed of in the ordinary course of business since that date), subject to no rights of others, including any mortgages, leases, conditional sales agreements, title retention agreements, liens or other encumbrances except Permitted Liens.

  • Title to Property and Assets The Company owns its property and assets free and clear of all mortgages, liens, loans and encumbrances, except such encumbrances and liens which arise in the ordinary course of business and do not materially impair the Company's ownership or use of such property or assets. With respect to the property and assets it leases, the Company is in compliance with such leases and, to the best of its knowledge, holds a valid leasehold interest free of any liens, claims or encumbrances.

  • Title to Properties; Liens Borrower and its Subsidiaries have (i) good, sufficient and legal title to (in the case of fee interests in real property), (ii) valid leasehold interests in (in the case of leasehold interests in real or personal property), or (iii) good title to (in the case of all other personal property), all of their respective properties and assets reflected in the financial statements referred to in subsection 5.3 or in the most recent financial statements delivered pursuant to subsection 6.1, in each case except for assets disposed of since the date of such financial statements in the ordinary course of business or as otherwise permitted under subsection 7.7. Except as permitted by this Agreement, all such properties and assets are free and clear of Liens.

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