Title; Liens. The Issuer has good, legal and marketable title to each of its respective assets, and none of such assets is subject to any Lien, except for Permitted Encumbrances and the Liens created or permitted pursuant to the Indenture.
Title; Liens. (i) On or before the Closing Date, (x) Xxxxx City will have good, clear, record and marketable title to the Facility Site and the easements relating thereto free and clear of all Liens other than Permitted Encumbrances and (y) Xxxxx City will have good and marketable title or will have valid rights to lease or otherwise use all items of real and personal property which are material to its business, in each case free and clear of all Liens and title defects except Permitted Encumbrances, and other title defects and rights which defects and invalidity of rights would not reasonably, individually or in the aggregate, be expected to have a Material Adverse Effect.
(ii) Upon execution and delivery of the Operative Documents and recording or filing (as appropriate) of the documents and instruments referred to in SCHEDULE 4.12 in accordance with SECTION 4.12, good, clear, record and valid leasehold interest in the Ground Interest will be duly, validly and effectively conveyed to the Owner Lessor upon the terms and conditions in the Facility Site Lease, free and clear of all Liens other than Permitted Encumbrances.
(iii) Upon execution and delivery of, and after giving effect to the transactions contemplated by, the Operative Documents, good, clear, record and marketable title to the Undivided Interest will be duly, validly and effectively conveyed to the Owner Lessor, free and clear of all Liens, encumbrances or title defects other than Permitted Encumbrances.
(iv) Assuming the representations and warranties of the Owner Lessor contained in SECTION 3.2 are true, when duly authorized, executed and delivered by each of the parties thereto, the Lease Indenture will create a valid Lien in favor of the Security Agent in the Indenture Estate and no filing, recording, registration or notice with any federal or state Governmental Authority or other action will be necessary to establish or, except for such filings and recordings and other actions referred to in SCHEDULE 4.12 hereto as will be made pursuant to SECTION 4.12, to perfect, or give record notice of, the Lien in favor of such Security Agent in the Indenture Estate to the extent such Lien may be perfected by filings, recordings, registrations or notices.
(v) None of the Permitted Encumbrances could reasonably be expected to, on and after the Closing Date, materially interfere with the ownership, use, operation or possession of the Facility (as contemplated by the Operative Documents) or the use of or the exercise...
Title; Liens. Borrower has good and marketable title to the Collateral as sole owner thereof. There are no existing liens on any Property of Borrower, except for liens in favor of Lender and liens described in Schedule 5.17. Except as set forth on Schedule 5.17, none of the Collateral is subject to any prohibition against encumbering, pledging, hypothecating or assigning the same or requires notice or consent in connection therewith.
Title; Liens. Each Loan Party and its Restricted Subsidiaries have good, legal and marketable title to each of their respective assets, and none of such assets is subject to any Lien, except for Permitted Liens and such defects in title would not, individually or in the aggregate, have a Material Adverse Effect.
Title; Liens. Borrower is the sole owner and holder of the Collateral (as such term is defined in the Pledge Agreement) and has good and marketable title thereto, free of all Liens (other than the Liens in favor of Lender). Each Pledge Agreement establishes and creates a valid, subsisting and enforceable Lien on and a security interest, or claim to, the rights and property described therein. All property covered by any Pledge Agreement is subject to a UCC financing statement filed and/or recorded, as appropriate (or irrevocably delivered to an agent for such recordation or filing) in all places necessary to perfect a valid first priority Lien with respect to the rights and property that are the subject of such Pledge Agreement to the extent governed by the UCC.
Title; Liens. Borrower has good and marketable title to the Receivables and, to the best of Borrower’s knowledge, the Other Collateral, as sole owner thereof. There are no existing Liens voluntarily created by Borrower on any property of Borrower, except for Liens in favor of Lender and Liens described in Schedule 7.17 and, to the best of Borrower’s knowledge, there are no other Liens on any property of Borrower. Except as set forth on Schedule 7.17, none of the Receivables and, to the best of Borrower’s knowledge, none of the Other Collateral is subject to any prohibition against encumbering, pledging, hypothecating or assigning the same or requires notice or consent in connection therewith.
Title; Liens. On the Closing Date, the Issuer will have good, legal, and marketable title to each of its respective assets, and none of such assets is subject to any Lien, except for Permitted Encumbrances.
Title; Liens. As of each date title is required to pass to Buyer hereunder with respect to any assets comprising a Facility, Seller has and will convey good and marketable title to such assets to be sold to Buyer on such date and all such assets are free and clear of all Liens other than Permitted Liens. Neither Seller nor any of its subcontractors have placed any Liens on the Sites or the Facilities other than Permitted Liens. To the extent that Seller has actual knowledge that any of its subcontractors has placed any Lien on a Facility or Site, then Seller shall cause such Liens to be discharged, or shall provide a bond in an amount and from a surety acceptable to Buyer to protect against such Lien, in each case, within thirty (30) days after Seller is aware of the existence thereof. Seller shall indemnify Buyer against any such lien claim, provided that if the applicable Site License requires additional or more stringent action, Seller shall also indemnify Buyer for the costs and expenses of such actions.
Title; Liens. Except for items described in Schedule 5.1 and for Permitted Liens, all of the properties and assets of Borrower are free and clear of all Liens, and Borrower has good and marketable title to such properties and assets. Each Lien granted, or intended to be granted, to Lender pursuant to the Loan Documents is a valid, enforceable, perfected, first priority Lien and security interest.
Title; Liens. (i) To the Knowledge of Midwest, Midwest has good, clear, marketable record fee title in the Facility Site, free and clear of all Liens, encumbrances or title defects other than Permitted Encumbrances and Lease Permitted Liens except to the extent the existence of any such Liens, individually or in the aggregate, would not result in a Material Adverse Effect.
(ii) To the Knowledge of Midwest, none of the Permitted Encumbrances and Lease Permitted Liens will, on and after the Plan Effective Date, materially interfere with the use, operation or possession of the Facility (as contemplated by the Operative Documents) or the use of or the exercise by the Owner Lessor of its rights under the Facility Site Lease with respect to the Facility.
