Title of Properties. Absence of Liens and Encumbrances: Condition of -------------------------------------------------------------------- Equipment ---------
(a) The Company does not own any real property, nor has it ever owned any real property. Section 3.13(a) of the Company Disclosure Schedule sets forth a list of all real property currently leased by the Company, the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental payment payable under any such lease. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) .
(b) The Company has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except as reflected in the Company Current Balance Sheet and except for Liens for Taxes not yet due and payable and such imperfections of title and encumbrances, if any, which are not material in character, amount or extent, and which do not materially detract from the value, or interfere with the present use, of the property subject thereto or affected thereby.
(c) Section 3.13(c) of the Company Disclosure Schedule lists all material items or classes of items of equipment (the "Equipment") owned or --------- leased by the Company and such Equipment is (i) adequate for the conduct of the business of the Company as currently conducted and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear.
(d) The Company has sole and exclusive ownership, free and clear of any Liens, of all customer lists, customer contact information, customer correspondence and customer licensing and purchasing histories relating to the Company's current and former customers (the "Customer Information"). No person -------------------- other than the Company possesses any claims or rights with respect to use of the Customer Information.
Title of Properties. Absence of Liens and Encumbrances; Condition of -------------------------------------------------------------------- Equipment. ---------
(a) The Company owns no real property, nor has it ever owned any real property.
Title of Properties. The Company has good, marketable and insurable title to all the material properties and assets it owns or purports to own in the operation of its business. The Company has good, marketable and insurable leasehold interests in or other rights to use all the material properties and assets it uses or purports to use in the operation of its business. None of such properties and assets is subject to any mortgage, pledge, lien, charge, security interest, encumbrance, restriction, lease, license, easement, liability or adverse claim of any nature whatsoever except as listed on Schedule 5(g)(iii). All the properties and assets which are in use by the Company are in good operating condition and repair, are suitable for the purposes used, are adequate and sufficient for their current operations. 8 (n) Schedules. Attached hereto are disclosure schedules to this Credit Agreement. Such disclosure schedules, listed below, are accurate and true as of the date hereof:
(i) Schedule 5(n)(i). All real property owned by the Company or in which the Company has a leasehold or other interest or which is used by the Company together with a description of each related lease, sublease, license, or other instrument.
(ii) Schedule 5(n)(ii). All machinery, tools, equipment, motor vehicles, rolling stock, depreciable assets and other tangible personal property owned, leased or used by the Company, except for individual items having a book value of not more than $1,000 in the aggregate.
(iii) Schedule 5(n)(iii). All material patents, patent applications patent licenses, trademarks, trademark registrations, and applications therefor, service marks, service names, trade names, copyrights and copyright registrations, and applications therefor, owned or held by the Company or used in the operation of its businesses.
(iv) Schedule 5(n)(iv). All fire, theft, casualty, liability and other insurance policies insuring the Company.
(v) Schedule 5(n)(v). All material sales agency or distributorship agreements or franchises or other material agreements providing for the services of an independent contractor to which the Company is a party.
(vi) Schedule 5(n)(vi). All material contracts, agreements, commitments or licenses relating to patents, trademarks, trade names, copyrights, inventions, processes, know how, formula or trade secrets to which the Company is a party.
(vii) Schedule 5(n)(vii). All loan agreements, indentures and mortgages; all pledges, conditional sale or title retention agreements...
Title of Properties. (a) The Real Property owned by Seller and the real property demised by the Real Property Leases (the "Leased Parcels") constitutes all of the real property owned, used or occupied by Seller used in connection with operation of the Restaurants. The Real Property and Leased Parcels have access, sufficient for the operation of the Restaurants as now conducted, to public roads and to all utilities, including electricity, sanitary and storm sewer, potable water, natural gas and other utilities, used in the operation of the Restaurant at that location. To Seller's actual knowledge without inquiry, there is not (i) any claim of adverse possession involving any of the Restaurants, (ii) any building or other structure which encroaches on the boundaries of any of the Real Property or Leased Parcels except as may be shown by the Surveys, or (iii) any structure of any other party which encroaches on the boundaries of any of the Restaurants except as may be shown by the Surveys.
(b) The Real Property Leases are in full force and effect, and Seller holds a valid and existing leasehold interest under each of the Real Property Leases for the term set forth in Schedule 2.6(b) attached hereto. Seller has delivered to Buyer complete and accurate copies of each of the Real Property Leases, and none of the Real Property Leases has been modified in any respect, except to the extent that such modifications are disclosed by the copies delivered to Buyer. To the best of Seller's knowledge, Seller is not in default beyond applicable cure periods, and no circumstances exist which, if unremedied, would, either with or without notice or the passage of time or both, result in such default under any of the Real Property Leases; nor, to the knowledge of Seller, is any other party to any of the Real Property Leases in default. Seller has not, and to the knowledge of Seller, the lessors under any of the Real Property Leases have not (i) subleased or assigned any of its rights and obligations under the Real Property Leases to any other party, or (ii) granted any possessory right in any of the Assets to any other person. Seller is in sole possession, use and quiet enjoyment of the Real Property and the Leased Parcels.
(c) Seller owns good and marketable title to the Assets, including each parcel of Real Property and each of the tangible properties and tangible assets reflected on the Latest Balance Sheet (as defined in Section 2.12 hereof) or acquired since the date thereof, free and clear o...
Title of Properties. 11 3.8 Condition and Sufficiency of Assets............................................................11 3.9
Title of Properties. Except as set forth in Schedule 3.4, and except for the lien for any current taxes or assessments not yet delinquent, AmeriCom owns free and clear of any liens, claims, charges, options, or encumbrances all the property reflected on its books at the AmeriCom Current Balance Sheet dated March 31, 1999 ("AmeriCom Balance Sheet Date") and all property acquired since that date, except such property as has been disposed of in the ordinary course of business consistent with prior practices of AmeriCom or with Telespace's written consent. For purposes of this Section 3.4, a disposition of any single asset (other than inventories) carried on the books of AmeriCom at more than $10,000 will be considered to be a disposition not in the ordinary course of business.
Title of Properties. Absence of Liens and Encumbrances; Condition of Equipment.
(a) Section 3.10(a) of the Company Disclosure Schedule sets forth a list of all real property currently leased by the Company in which the Media Business is conducted and which is to be transferred to Komag ("Leased Real Property") and the name of the lessor, the date of the lease and each amendment thereto and the aggregate annual rental and a schedule of future monthly rental and/or other fees payable under any such lease. The leases and amendments thereto listed on the Company Disclosure Schedule set forth all of the terms and conditions of each such lease, and there are no other agreements, written or oral, between lessor and lessee with respect thereto. All such leases are in full force and effect and are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing material default or event of material default (or event which with notice or lapse of time, or both, would constitute a material default) by the Company or, to the Company's knowledge, any other party thereto. Except as set forth in Section 3.10(a) of the Company Disclosure Schedule or as otherwise expressly set forth in such leases, there are no restrictions, preconditions, prohibitions or limitations on the ability to assign, transfer, pledge, hypothecate or otherwise convey or dispose of the interest of the Company under such leases.
(b) Section 3.10(b) of the Company Disclosure Schedule sets forth a list of all the Fixed Acquired Assets currently leased by the Company ("Leased Fixed Assets") and the name of the lessor, the date of the lease and each amendment thereto and the aggregate annual rental and a schedule of future monthly rental and/or other fees payable under any such lease. The leases and ------------------------------------------ "[***]" INDICATES REDACTED INFORMATION FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ------------------------------------------ amendments thereto listed on the Company Disclosure Schedule set forth all of the terms and conditions of each such lease, and there are no other agreements, written or oral, between lessor and lessee with respect thereto. All such leases are in full force and effect and are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing material default or event of material default (or event which with notice or lapse of time, or both, would constitute...
Title of Properties. Each Contributor and each Contributed Partnership owns good and marketable (or good and indefeasible if located in Texas) title to its Property free and clear of all Liens except, in the case of real property, any "Permitted Exceptions" (defined below). "Permitted Exceptions" shall refer to any Liens (i) itemized on the title insurance policies listed on Schedule 4.2(j) attached hereto, complete and accurate copies of which have been delivered to the Company, (ii) comprising or securing the Debt, (iii) for current taxes not yet due and payable, or (iv) which, with respect to any particular real property, have arisen since the date of the title insurance policy covering such real property, provided that the items described by this clause (iv) shall not cumulatively result in a Contributor Material Adverse Effect. The Tangible Properties and the assets of the Contributed Partnerships comprise all of the retail real estate investment properties owned directly or indirectly by POB.
Title of Properties. (A) The Corporation does not own any real property. Except as disclosed on Schedule 4(b)(xi), the Corporation has good, marketable and insurable title to all properties and assets, real and personal, tangible and intangible, having a market value which is currently estimated to exceed $25,000, as will be reflected in the Unaudited Stub Financial Statements or as acquired subsequent to February 28, 2007 (other than those which have been disposed of in the ordinary course of business prior to the Closing Date).
(B) Schedule 4(b)(xi) contains an accurate list of all leases and other agreements requiring aggregate annual payments by the Corporation in excess of $50,000 under which the Corporation is lessee of any personal property. Each such lease and other agreement is in full force and effect and constitutes the legal, valid and binding obligation of the Corporation and, to the best knowledge of the Management Stockholders, of the other parties thereto.
(C) Except as disclosed in Schedule 4(b)(xi), the Management Stockholders are not aware of, nor have they received notice of, the violation of any applicable zoning regulation, ordinance or other law, order, regulation or requirement in force on the date hereof relating to the Corporation’s business or its owned or leased real or personal properties, with which the Corporation has not complied (other than such noncompliance as would not result in a material adverse effect on the Corporation).
Title of Properties. Encumbrances...........................10 3.17
