Common use of Title, Ownership and Related Matters Clause in Contracts

Title, Ownership and Related Matters. (a) The real properties owned by the Companies and listed in Section 2.14 of the Seller Disclosure Letter (the “Owned Real Property”), the real property that is subject to the leases listed in Section 2.14 of the Seller Disclosure Letter (the “Leased Real Property” and the “Real Property Leases,” respectively, and the Leased Real Property and the Owned Real Property, collectively, the “Real Property”), the real property located at 000 Xxxxx 0xx Xxxxxx in Phoenix, Arizona (the “Phoenix Property”), and the real property owned by Corcpork, Inc. in Tulare County, California (the “Corcpork Property”) constitute all of the real property owned, used or occupied by any Company or Subsidiary. The applicable Company or Subsidiary owns good title to each parcel of Owned Real Property indicated in Section 2.14 of the Seller Disclosure Letter as being owned by such Company or Subsidiary, free and clear of all material Liens, except as described in Section 2.14 of the Seller Disclosure Letter. The Real Property Leases are in full force and effect, and the lessee holds a valid leasehold interest under each of the Real Property Leases for the term listed on Section 2.14 of the Seller Disclosure Letter. Sellers have no knowledge of improvements made or contemplated to be made by any governmental entity or authority, the costs of which are to be assessed as special Taxes or charges against any of the Leased Real Property. (b) Except as set forth in Section 2.14(b) of the Seller Disclosure Letter, to the knowledge of Sellers, no Company or Subsidiary is in violation of any applicable zoning ordinance or other Law relating to the Owned Real Property, and no Company or Subsidiary has received any notice of any such violation, or the existence of any condemnation proceeding with respect to any of the Owned Real Property. Sellers have no knowledge of improvements made or contemplated to be made by any governmental entity or authority, the costs of which are to be assessed as special Taxes or charges against any of the Owned Real Property or Leased Real Property, and there are no present assessments. (c) The Companies and Subsidiaries have good title to, or a valid leasehold interest in, the buildings, machinery, equipment and other tangible assets and properties used by them, wherever located, or shown in the Latest Balance Sheet included in the Financial Statements or acquired after the date thereof and material to the conduct of the Xxxxxx Xxxx Business as a whole as presently conducted, free and clear of all material Liens, except as described in Section 2.14 of the Seller Disclosure Letter, and except for the Retained Assets and properties and assets disposed of in the ordinary course of business since the date of the Latest Balance Sheet included in the Financial Statements. (d) All of the buildings, machinery, equipment and other tangible assets and properties necessary for the conduct of the Xxxxxx Xxxx Business are in good condition and repair, ordinary wear and tear excepted, and are usable in the ordinary course of business.

Title, Ownership and Related Matters. (a) The real properties Section 2.8(a) of the Disclosure Schedule sets forth a list and briefly describes (and specifies the owner of) all Real Property owned (and any options to purchase) by the Companies and listed Seller in Section 2.14 of connection with the Seller Disclosure Letter (the “Owned Real Property”), the real property that is subject to the leases listed in Section 2.14 of the Seller Disclosure Letter (the “Leased Real Property” and the “Real Property Leases,” respectivelyBusiness, and the Leased Real Property any title insurance policies and the Owned Real Property, collectively, the “Real Property”), the real property located at 000 Xxxxx 0xx Xxxxxx in Phoenix, Arizona (the “Phoenix Property”)surveys with respect thereto, and the real property owned by Corcpork, Inc. in Tulare County, California (the “Corcpork Property”) constitute all of the real property owned, used or occupied by any Company or Subsidiary. The applicable Company or Subsidiary owns good title to each parcel of Owned Real Property indicated in Section 2.14 of the Seller Disclosure Letter as being owned by such Company or Subsidiary, free and clear of all material Liens, except as described in Section 2.14 of the Seller Disclosure Letter. The Real Property Leases are in full force and effect, and the lessee holds a valid leasehold interest under each of the Real Property Leases for the term listed on Section 2.14 of the Seller Disclosure Letter. Sellers have no knowledge of improvements made or contemplated to be made by any governmental entity or authority, the costs of which are to be assessed as special Taxes or charges against any of the Leased Real PropertyLiens thereon. (b) Except as set forth in Section 2.14(b2.8(b) of the Disclosure Schedule, as of the Closing, the Seller will have, and will deliver to the Buyer, good and marketable title to all Assets other than the leased Real Property, and in the case of any leased Real Property, has, and will deliver a valid fee simple or leasehold interest in, all of the leased Real Property, in each case free and clear of all Liens, except for Permitted Liens. (c) There are no material defects in the physical condition of buildings, structures, and other improvements included within the Real Property (the "Improvements") that would interfere with the use or occupancy of the Improvements in the ordinary conduct of the Business. The Improvements have access to all utility services that are necessary for and currently used in the conduct of the Business. Except as set forth in Section 2.10 of the Disclosure LetterSchedule, there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the right of use of occupancy of any portion of any Real Property and Seller has not granted any outstanding options or rights of first refusal to purchase any Real Property or interest therein owned by the Seller. Except as set forth on Section 2.8(c) of the Disclosure Schedule, no condemnation or eminent domain proceeding, or sale or disposition in lieu thereof, against any of the Real Properties is pending or, to the knowledge of SellersSell- er, no Company threatened or Subsidiary is any other matter affecting adversely the current use, occupancy or value thereof. Except as set forth in Section 2.8(c) of the Disclosure Schedule, the Seller has not received any written notice of any violation of any applicable zoning law, regulation or ordinance or other Law relating to (i) the Owned Real Property, and no Company or Subsidiary has received any notice of any such violation, or the existence of any condemnation proceeding with respect to any physical condition of the Owned Improvements or (ii) the current use of the Real Property. Sellers have no Each parcel of Real Property abuts on or has vehicular access (without violating the rights of third parties) to a public road. Notwithstanding anything to the contrary, all references in this Section 2.8 to leased office space are made to the knowledge of improvements made or contemplated to be made by any governmental entity or authority, the costs of which are to be assessed as special Taxes or charges against any of the Owned Real Property or Leased Real Property, and there are no present assessmentsSeller. (c) The Companies and Subsidiaries have good title to, or a valid leasehold interest in, the buildings, machinery, equipment and other tangible assets and properties used by them, wherever located, or shown in the Latest Balance Sheet included in the Financial Statements or acquired after the date thereof and material to the conduct of the Xxxxxx Xxxx Business as a whole as presently conducted, free and clear of all material Liens, except as described in Section 2.14 of the Seller Disclosure Letter, and except for the Retained Assets and properties and assets disposed of in the ordinary course of business since the date of the Latest Balance Sheet included in the Financial Statements. (d) All of the buildings, machinery, equipment and other tangible assets and properties necessary for the conduct of the Xxxxxx Xxxx Business are in good condition and repair, ordinary wear and tear excepted, and are usable in the ordinary course of business.

Title, Ownership and Related Matters. The Company has good title to, or rights by license, lease or other agreement to use, all real and material personal properties and assets (or rights thereto) (other than cash, cash equivalents and securities and except as contemplated in this Agreement) necessary to permit the Company to conduct its business as currently conducted, including those items set forth in Section 3.12 of the Disclosure Letter. To the knowledge of Sellers, each item of material personal property owned by the Company is owned free and clear of all Liens, other than Permitted Liens. Without limiting the generality of the foregoing: (a) The Title Commitment lists and identifies all material real properties property owned by the Companies Company (such real property, together with all the buildings, improvements, structures and listed in Section 2.14 of the Seller Disclosure Letter (fixtures now or subsequently located thereon, collectively, the “Owned Real Property”). Section 3.12(a)(ii) of the Disclosure Letter lists all material agreements other than easements or rights of way (together with any amendments, modifications or supplements thereto, the “Leases”) pursuant to which the Company leases, subleases, licenses or otherwise occupies (whether as tenant, subtenant or licensee) any real property or interest in real property that is subject material to the leases listed in Section 2.14 business of the Seller Disclosure Letter Company taken as a whole (collectively, the “Leased Real Property” and the “Real Property Leases,” respectively, and the Leased Real Property and together with the Owned Real Property, collectively, the “Real Property”), the real property located at 000 Xxxxx 0xx Xxxxxx in Phoenix, Arizona (the “Phoenix Property”), and the real property owned by Corcpork, Inc. in Tulare County, California (the “Corcpork Property”) constitute all of the real property owned, used or occupied by any Company or Subsidiary. The applicable Company or Subsidiary owns good title With respect to each parcel of the Real Property, except as set forth in Section 3.12(a)(iii) of the Disclosure Letter or except as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect: (i) the Company has good and indefeasible fee simple title to the Owned Real Property indicated in Section 2.14 of the Seller Disclosure Letter as being owned by such Company or SubsidiaryProperty, free and clear of all material Liens other than Permitted Liens, except as described in Section 2.14 of the Seller Disclosure Letter. The Real Property Leases are in full force and effect, and the lessee holds a valid leasehold interest under each of the Real Property Leases for the term listed on Section 2.14 of the Seller Disclosure Letter. Sellers have no knowledge of improvements made or contemplated to be made by any governmental entity or authority, the costs of which are to be assessed as special Taxes or charges against any of the Leased Real Property.; (bii) Except as set forth in Section 2.14(b) of the Seller Disclosure Letterthere are no pending or, to the knowledge of Sellers, threatened condemnation, expropriation or taking proceedings against the Real Property; and (iii) there are no Company outstanding options or Subsidiary is in violation rights of any applicable zoning ordinance first refusal to purchase or other Law relating to lease the Owned Real Property, and no Company or Subsidiary has received any notice of any such violation, portion thereof or the existence of any condemnation proceeding with respect to any interest therein. (b) Section 3.12(b) of the Owned Real Property. Sellers have no knowledge Disclosure Letter sets forth a true and complete list of improvements made all material real property sold, transferred or contemplated to be made by any governmental entity or authority, disposed of since the costs of which are to be assessed as special Taxes or charges against any effective date of the Owned Real Property or Leased Real PropertyTitle Commitment (December 22, and there are no present assessments2005). (c) The Companies For purposes of this Agreement, “Permitted Liens” means (i) Liens for current property taxes and Subsidiaries have similar governmental charges and assessments which are not yet due and payable or the validity of which are being contested in good faith by appropriate proceedings and reserved for in accordance with GAAP, (ii) all exceptions set forth in Schedule B to the commitment for title toinsurance with an effective date of December 22, or a valid leasehold interest in2005 (the “Title Commitment”) issued by First American Title Insurance Company, the buildingswhich has been made available by Sellers to Buyer, machinery(iii) all exceptions, equipment restrictions, easements, charges, rights-of-way and monetary and non-monetary Liens which are set forth in any permit, (iv) inchoate mechanics’ materialmens’, laborers’ carriers’ workers’, repairers’ and other tangible assets similar Liens and properties used by themthe rights of customers, wherever locatedsuppliers, contractors and subcontractors in each case arising or shown incurred in the Latest Balance Sheet included ordinary course of business, (v) purchase money security interests in the Financial Statements respect of personal property arising or acquired after the date thereof and material to the conduct of the Xxxxxx Xxxx Business as a whole as presently conducted, free and clear of all material Liens, except as described in Section 2.14 of the Seller Disclosure Letter, and except for the Retained Assets and properties and assets disposed of incurred in the ordinary course of business since to the date of extent reflected or reserved against in the Latest Balance Sheet Company’s most recent balance sheet included in the Financial Statements. , (dvi) All of the buildingszoning, machineryentitlement, equipment conservation restrictions and other tangible assets land use and properties necessary for environmental regulations of any Governmental Authority, (vii) matters shown on the survey which has been delivered, (viii) restrictions and regulations imposed by any Governmental Authority or any local, stated, regional, national or international reliability council, including the ERCOT ISO, (ix) Liens created by or resulting from the acts or omissions of Buyer, (x) the Required Approvals, and (xi) such other encumbrances to, imperfections in or failures of title that, individually or in the aggregate, would not reasonably be expected to materially interfere with the conduct of business of the Xxxxxx Xxxx Business are in good condition and repair, ordinary wear and tear excepted, and are usable in the ordinary course of businessCompany taken as a whole.

Title, Ownership and Related Matters. (a) The real properties owned by the Companies and listed in Section 2.14 2.8(a) of the Disclosure Schedule sets forth a list and briefly describes (and specifies the owner of) all Real Property owned (and any options to purchase) by each Seller Disclosure Letter in connection with the Business, and any title insurance policies and surveys with respect thereto, and any Liens thereon. (b) As of the “Owned Real Property”)Closing, the real property that is subject Sellers will have, and will deliver to the leases listed Buyer, good and marketable title to, or in Section 2.14 the case of the Seller Disclosure Letter (the “Leased Real Property” and the “Real Property Leases,” respectively, and the Leased Real Property and the Owned any leased Real Property, collectively, the “Real Property”), the real property located at 000 Xxxxx 0xx Xxxxxx in Phoenix, Arizona (the “Phoenix Property”)has, and the real property owned by Corcporkwill deliver a valid fee simple or leasehold interest in, Inc. in Tulare County, California (the “Corcpork Property”) constitute all of the real property ownedAssets, used or occupied by any Company or Subsidiary. The applicable Company or Subsidiary owns good title to in each parcel of Owned Real Property indicated in Section 2.14 of the Seller Disclosure Letter as being owned by such Company or Subsidiary, case free and clear of all material Liens, except as described in Section 2.14 of the Seller Disclosure Letter. The Real Property Leases are in full force and effect, and the lessee holds a valid leasehold interest under each of the Real Property Leases for the term listed on Section 2.14 of the Seller Disclosure Letter. Sellers have no knowledge of improvements made or contemplated to be made by any governmental entity or authority, the costs of which are to be assessed as special Taxes or charges against any of the Leased Real Property. (b) Except as set forth in Section 2.14(b) of the Seller Disclosure Letter, to the knowledge of Sellers, no Company or Subsidiary is in violation of any applicable zoning ordinance or other Law relating to the Owned Real Property, and no Company or Subsidiary has received any notice of any such violation, or the existence of any condemnation proceeding with respect to any of the Owned Real Property. Sellers have no knowledge of improvements made or contemplated to be made by any governmental entity or authority, the costs of which are to be assessed as special Taxes or charges against any of the Owned Real Property or Leased Real Property, and there are no present assessmentsPermitted Liens. (c) The Companies and Subsidiaries have good title to, or a valid leasehold interest in, There are no material defects in the physical condition of buildings, machinerystructures, equipment and other tangible assets and properties used by them, wherever located, improvements included within the Real Property (the "Improvements") that would interfere with the use or shown occupancy of the Improvements in the Latest Balance Sheet included ordinary conduct of the Business. The Improvements have access to all utility services that are necessary for and currently used in the Financial Statements or acquired after the date thereof and material to the conduct of the Xxxxxx Xxxx Business as a whole as presently conducted, free and clear of all material Liens, except as described in Section 2.14 Business. Neither of the Seller Disclosure LetterSellers has re- ceived notice, nor has knowledge of, any pending, threatened or contemplated condemnation proceeding, or of any sale or other disposition in lieu of condemnation, affecting the Real Property. There are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the right of use of occupancy of any portion of any Real Property and except for there are no outstanding options or rights of first refusal to purchase any Real Property or interest therein owned by the Retained Assets and properties and assets disposed of in the ordinary course of business since the date Sellers. No condemnation or eminent domain proceeding against any of the Latest Balance Sheet included in Real Properties is pending or threatened or any other matter affecting adversely the Financial Statements. (d) All current use, occupancy or value thereof. Neither of the buildingsSellers has received any written notice of any violation of any law, machinery, equipment and other tangible assets and properties necessary for regulation or ordinance relating to (i) the conduct physical condition of the Xxxxxx Xxxx Business are in good condition and repair, ordinary wear and tear excepted, and are usable in Improvements or (ii) the ordinary course current use of businessthe Real Property. Each parcel of Real Property abuts on or has direct vehicular access to a public road.

Title, Ownership and Related Matters. (a) The real properties owned by the Companies and listed in Section 2.14 of the Seller Disclosure Letter (the “Owned Real Property”), the real property that is subject to the leases listed in Section 2.14 of the Seller Disclosure Letter (the “Leased Real Property” and the “Real Property Leases,” respectively, and the Leased Real Property and the Owned Real Property, collectively, the “Real Property”), the real property located at 000 Xxxxx 0xx Xxxxxx in Phoenix, Arizona (the “Phoenix Property”), and the real property owned by Corcpork, Inc. in Tulare County, California (the “Corcpork Property”) constitute all of the real property owned, used or occupied by any Company or Subsidiary. The applicable Company or Subsidiary owns good title to each parcel of Owned Real Property indicated in Section 2.14 of the Seller Disclosure Letter as being owned by such Company or Subsidiary, free and clear of all material Liens, except as described in Section 2.14 of the Seller Disclosure Letter. The Real Property Leases are in full force and effect, and the lessee holds a valid leasehold interest under each of the Real Property Leases for the term listed on Section 2.14 of the Seller Disclosure Letter. Sellers have no knowledge of improvements made or contemplated to be made by any governmental entity or authority, the costs of which are to be assessed as special Taxes or charges against any of the Leased Real Property. (b) Except as set forth in Section 2.14(b) 3.6 of the Disclosure Schedule, the Assets owned by or leased to Seller Disclosure Letterare in satisfactory condition and repair for their continued use as they have been used and adequate for the continued conduct of the Business as presently conducted. The assets, properties and rights included in the Assets comprise substantially all of the assets, properties, and rights of every type and description, real, personal and mixed, tangible and intangible, used by Seller in, and necessary to, the conduct and operation of the Business as presently conducted and operated. The sale of the Assets by Seller pursuant hereto will convey to Buyer the knowledge of SellersBusiness, no Company or Subsidiary is in violation including all tangible and intangible assets and properties thereof, free and clear of any applicable zoning ordinance security interest, pledge, lien, charge, option or restriction on transfer ("Security Interest") except as may otherwise be disclosed on Section 3.6 of the Disclosure Schedule. (b) Seller owns no real property. Set forth in Section 3.6 of the Disclosure Schedule is a list of all leases of real property ("Real Property Leases") creating for the benefit of Seller leasehold interests ("Leasehold Interests") in the locations in which Seller operates the Business. Copies of the Real Property Leases have been previously provided to Buyer. Seller is not party to any options or other Law relating contracts to the Owned Real Property, and no Company or Subsidiary has received acquire any notice of any such violation, or the existence of any condemnation proceeding with respect to any of the Owned Real Property. Sellers have no knowledge of improvements made or contemplated to be made by any governmental entity or authority, the costs of which are to be assessed as special Taxes or charges against any of the Owned Real Property or Leased Real Property, and there are no present assessmentsinterest in real property. (c) The Companies and Subsidiaries have good title toSeller represents, or a valid leasehold interest in, the buildings, machinery, equipment and other tangible assets and properties used by them, wherever located, or shown in the Latest Balance Sheet included in the Financial Statements or acquired after the date thereof and material to the conduct as of the Xxxxxx Xxxx Business as a whole as presently conducted, free and clear of all material Liens, except as described in Section 2.14 of the Seller Disclosure Letter, and except for the Retained Assets and properties and assets disposed of in the ordinary course of business since the date of this Agreement, that it has no knowledge of any default or breach of any terms, covenants or conditions of any Real Property Lease, or of any actions which would be reasonably likely to, with the Latest Balance Sheet included passage of time or the giving of notice by the respective landlord, result in any default or breach which would give rise to a right in the Financial Statementslandlord to terminate such Real Property Lease. (d) All of the buildings, machinery, equipment and other tangible assets and properties necessary for the conduct of the Xxxxxx Xxxx Business are in good condition and repair, ordinary wear and tear excepted, and are usable in the ordinary course of business.