Title of Properties; Absence of Liens and Encumbrances. (a) Neither the Company nor its Subsidiary owns real property, nor has either ever owned any real property. Section 2.12(a) of the Company Disclosure Schedule sets forth a list of all real property currently, or at any time in the past, leased by the Company or its Subsidiary, the name of the lessor and the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental and/or other fees payable under any such lease and the termination date of 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 or its Subsidiary 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 Current Date 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 detract from the value, or interfere with the present use, of the property subject thereto or affected thereby.
(c) Section 2.12(c) of the Company Disclosure Schedule lists all material items of equipment (the "Equipment") owned or leased by the Company or its Subsidiary and such Equipment is, (i) sufficient for the conduct of the business of the Company or its Subsidiary as currently conducted and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear.
(d) The Company or its Subsidiary has sole and exclusive ownership, free and clear of any Liens, of all customer files and other customer information relating to customers of the current and former customers of the Company or its Subsidiary (the "Customer Information"). No person other than the Company or its Subsidiary 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 does not own any real property, nor has it ever owned any real property.
Title of Properties; Absence of Liens and Encumbrances. Condition of -------------------------------------------------------------------- Equipment. ---------
(a) Neither the Company nor the Subsidiary owns any real property. Section 2.10(a) of the Company Disclosure Letter sets forth a true, correct and complete list of all real property leased by the Company or the Subsidiary, the name of the lessor, the date of the lease and each amendment thereto and the aggregate annual rental or other fee payable under any such lease. All such leases are valid and effective in accordance with their respective terms, neither the Company nor the Subsidiary is in breach or default in any material respect under any such leases and, to the knowledge of the Company, no other party to any of such leases is in breach or default in any material respect thereof.
(b) The Company and the Subsidiary each hold 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 in its business, free and clear of any liens, charges, pledges, security interests or other encumbrances, except (i) as reflected in the Company Financial Statements, (ii) liens for current taxes not yet due and payable, (iii) 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, and (iv) as otherwise set forth in Section 2.10(b) of the Company Disclosure Letter.
(c) Section 2.10(c) of the Company Disclosure Letter sets forth a true, correct and complete list of all equipment (the "Equipment") owned or leased by the Company or the Subsidiary, except individual pieces of equipment owned by the Company or the Subsidiary, with an individual value of less than $25,000. The Equipment is, taken as a whole, (i) adequate for the conduct of the business of the Company or the Subsidiary as the case may be, consistent with its past practice, (ii) suitable for the uses to which it is currently employed, (iii) in good operating condition except for ordinary wear and tear, (iv) regularly and properly maintained, (v) not obsolete, or in need of renewal or replacement, except for renewal or replacement in the ordinary course of business.
Title of Properties; Absence of Liens and Encumbrances. (a) Neither the Company nor any Subsidiary owns any real property, nor has either the Company or any Subsidiary ever owned any real property. Section 3.12(a) of the Disclosure Letter sets forth a list of all real property currently leased by the Company or the Subsidiaries, 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 and/or other fees 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 and the Subsidiaries have good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of their respective tangible properties and assets, real, personal and mixed, used or held for use in their respective businesses, free and clear of any Liens, except as reflected in the 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 detract from the value, or interfere with the present use, of the property subject thereto or affected thereby.
Title of Properties; Absence of Liens and Encumbrances. Condition of -------------------------------------------------------------------- Equipment. ---------
(a) The Company and the Indian Subsidiary own no real property, nor has either ever owned any real property. Schedule 2.11(a) sets forth a list of ---------------- all real property currently leased by the Company and the Indian Subsidiary, 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 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) by the Company or, to the Knowledge of the Company or the Indian Subsidiary, by any other party.
(b) The Company and the Indian Subsidiary have good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of their respective tangible properties and assets, real, personal and mixed, used or held for use in their respective business, free and clear of any Liens, except (i) as reflected in the Current Balance Sheet, (ii) Liens for Taxes not yet due and payable, and (iii) such imperfections of title and encumbrances, if any, which do not detract materially from the value or interfere materially, or interfere with the present use, of the property subject thereto or affected thereby.
(c) Schedule 2.11(c) lists all material items of equipment (the --------------- "Equipment") owned or leased by the Company and the Indian Subsidiary and such Equipment is (i) adequate for the conduct of the business of the Company and the Indian Subsidiary, as applicable, as currently conducted and as currently contemplated to be conducted, and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear.
Title of Properties; Absence of Liens and Encumbrances. Condition of -------------------------------------------------------------------- Equipment. ---------
(a) Section 2.12(a) of the Company Disclosure Schedule sets forth a list of all real property currently owned or leased by the Company and, in the case of leased property, the name of the lessor, the date of the lease and each amendment thereto and the aggregate annual rental and/or other fees payable under any such lease. All such 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 other than real property used or held for use in its business, free and clear of any Liens, except as reflected in the Financial Statements 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 materially interfere with the present use, of the property subject thereto or affected thereby.
(c) The equipment and other tangible personal property owned or leased by the Company (i) is adequate for the conduct of its business as currently conducted, (ii) is in good operating condition, subject to normal wear and tear, and (iii) has been reasonably maintained.
(d) The Company owns or has valid and continuing rights to use all of the properties and assets (including without limitation all Intellectual Property Rights) necessary to conduct its business as currently conducted in all material respects.
Title of Properties; Absence of Liens and Encumbrances. Condition of -------------------------------------------------------------------- Equipment. ---------
(a) The Company does not own or lease any real property.
(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, free and clear of any Liens except as reflected in the Financial Statements 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 materially interfere with the present use, of the property subject thereto or affected thereby.
(c) The equipment and other tangible personal property owned or leased by the Company (i) is adequate for the conduct of its business as currently conducted, (ii) is in good operating condition, subject to normal wear and tear, and (iii) has been reasonably maintained.
(d) Except as set forth in Section 2.12(d) the Company owns or has valid and continuing rights to use all of the properties and assets (including without limitation all Intellectual Property Assets) necessary to conduct its business as currently conducted.
Title of Properties; Absence of Liens and Encumbrances. Condition of Equipment (a) Each of the Property Companies and the Direct Property Companies has good, valid and marketable title to the respective Portfolio Centers recorded opposite their respective names in the Property Schedule, free and clear of all objection, adverse possession, Liens and other encumbrances other than Permitted Liens, and each of the Contract Companies has good, valid and marketable title to all other Purchased Assets, free and clear of all objection, adverse possession, Liens and other encumbrances other than Permitted Liens.
Title of Properties; Absence of Liens and Encumbrances. The Company ------------------------------------------------------ owns no real property, nor has it ever owned any real property. 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 (i) as reflected in the Current Balance Sheet, (ii) Liens for Taxes not yet due and payable, (iii) security interests incurred in connection with the purchase of property or assets after the date of the Current Balance Sheet in compliance with this Agreement, with respect to which no default exists, and (iv) such imperfections of title and encumbrances, if any, which do not materially detract from the value or interfere with the present use of the property subject thereto or affected thereby.
Title of Properties; Absence of Liens and Encumbrances. CONDITION OF EQUIPMENT.
(a) Section 3.10 of the Disclosure Schedule sets forth a general description of each parcel of real property currently, or at any time in the past, owned or leased by the Company, and, with respect to leases, 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 and/or other fees payable under any such lease. The Company is in possession of all such real properties owned or leased by it and described in Section 3.10 of the Disclosure Schedule. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and similar laws affecting creditors' rights, and, with respect to the remedy of specific performance, equitable doctrines applicable thereto), 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). Such current leases consist only of those described in Section 3.10 of the Disclosure Schedule hereto, complete and correct copies of which have been provided by the Company to Parent. None of the buildings, structure or appurtenances located upon the real properties described in Section 3.10 of the Disclosure Schedule hereto or the operation and maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation (whether or not permitted because of prior nonconforming use) or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent the continued use of such properties for the purposes for which they are now being used or would materially adversely affect the value thereof.
(b) To the knowledge of the Company, the Company has 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 (as defined in Section 3.8(vii)), except as reflected in the Financial Statements 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 materially ...
