Title to and Condition of Assets and Property Sample Clauses

Title to and Condition of Assets and Property. (a) As of the date hereof, Schedule 3.6 (a) hereto sets forth (i) a list of each of the condominium or timesharing resorts, properties under development and undeveloped real property holdings or interests therein (collectively, the "Resorts") in which ERC, the LLC or any Subsidiary directly or indirectly owns real property, (ii) a description of all real property which comprises the Resorts (the "Real Property" or "Real Properties") (which description includes a description of all land comprising the Resorts (the "Land"), a description of all condominium, undivided interests and other dwelling units which have been constructed on the Land (the "Dwelling Units"), including all Dwelling Units which have been dedicated to timeshare regimes and which have not been dedicated to timeshare regimes, as well as a list of all timeshare interests therein which have not been sold and which are owned by ERC, the LLC and/or the Subsidiaries as of five business days prior to the date hereof (the "Unsold Inventory") and (iii) a list of all material real property leases, material easements, material licenses or similar material possessory agreements pursuant to which ERC, the LLC and/or any Subsidiary uses or occupies real property (the "Leases"), true, correct and complete (in all material respects) copies of which have been delivered to Purchaser. As of the date hereof, except as set forth on Schedule 3.6(a) hereto, neither ERC nor the LLC or any Subsidiary owns any interest in any real property or any leasehold interest therein and has not entered into any agreements to acquire additional Real Property ("Purchase and Option Agreements"). ERC, the LLC and/or the Subsidiaries have good title to all Real Property, including Unsold Inventory, and good title to all other assets reflected in the Financial Statements or currently owned and used in the operation of their businesses, and such Real Property and other assets are free and clear of all material liens (except for liens for Taxes that are (i) not yet due and payable or (ii) being contested in good faith by proper proceedings, and in each case as to which appropriate reserves are being maintained), claims, charges, security interests, purchase options, or other material encumbrances, except for the "Encumbrances" described on Schedule 3.6(a) hereto or set forth on the title policies (other than general exceptions) listed on Schedule 3.6(a) hereto attached hereto (which liens, claims, charges, security interests, purcha...

Title to and Condition of Assets and Property. (a) Except for Assets being leased or being used under licenses disclosed in this Agreement or except as specifically set forth in Schedule 3.10(a), the Seller has good and indefeasible title to all Assets and such Assets are free and clear of all Liens, except for the Permitted Encumbrances. Except for the Excluded Assets, the Assets constitute all assets and properties, real, personal, tangible and intangible that are currently being utilized in the Business and that are necessary in the conduct of the Business as presently being conducted. Except for the Excluded Assets, all assets or properties used by the Seller in the operation of the Business and owned by any Person other than the Seller will be transferred, leased or licensed to the Purchaser following the Closing under valid, current assignments, leases or license arrangements. Except as set forth in Schedule 3.10(a), since the date of the latest Interim Financial Statement, the Seller has not sold, transferred, leased, distributed or otherwise disposed of any of the Assets, or agreed to do so, except for sales of inventory in the ordinary course of business consistent with past practices. Upon consummation of the Transactions, the Purchaser will own the Assets free and clear of all Liens, except for Permitted Encumbrances. (b) To the Knowledge of the Seller and the Shareholders, except as set forth in Schedule 3.10(b), the tangible Assets of the Business (i) are in good operating condition and repair, subject to ordinary wear and tear, (ii) are fit in all material respects for the purposes for which they are being used and are capable of being used in the Business as presently being conducted without present need for any material repair or replacement, except in the ordinary course of the Business, (iii) except for such exceptions as will not materially affect the conduct of the Business, conform in all material respects with all Applicable Laws, (iv) have been fitted and equipped with all required guards, shields, cutoffs and xxxxx xafety devices and such devices are in good operating condition and repair, subject to ordinary wear and tear, and (v) in the aggregate provide capacity that is consistent with prior capacity needs and can enable the Purchaser to engage in commercial operation of the Business on a continuous basis (subject to normal maintenance and repair outages in the ordinary course). No material item of maintenance, replacement or repair has been deferred or neglected. Except as s...

Title to and Condition of Assets and Property. (a) Except as set forth on Schedule 3.11 hereto and except for ------------- dispositions of assets in the ordinary course of business, the Company has good and marketable title to or valid leasehold interest in the assets reflected on the Company's balance sheet or acquired after the date thereof or used in its business. (b) No hazardous or toxic material (as hereinafter defined) exists in any structure located on, or exists on or under the surface of, any real property owned, leased or otherwise used by the Company, successor to the Company or affiliate to the Company in its business (the "Company Real Property"). The Company is not and has never been in material violation of any environmental law. For purposes of this section, "hazardous or toxic material" shall mean waste, substance, materials, smoke, gas or particulate matter designated as hazardous, toxic or dangerous under any environmental law. For purposes of this section, "environmental law" shall include the Comprehensive Environmental Response Compensation and Liability Act, the Clean Air Act, the Clean Water Act and any other applicable federal, state or local environmental, health or safety law, rule or regulation relating to or imposing liability or standards concerning or in connection with hazardous, toxic or dangerous waste, substance, materials, smoke, gas or particulate matter. There are not any environmental assessments or audits of the Company Real Property.

Title to and Condition of Assets and Property. DarkHorse has good and marketable title to any and all assets reflected in the DarkHorse Financial Statements currently owned and used in the operation of its business, and such assets are free and clear of all liens, claims, charges, security interests, options, or other title defects or encumbrances, except as set forth in the DarkHorse Financial Statements or in DarkHorse's Disclosure Schedule. DarkHorse's Disclosure Schedule further sets forth a description of all real and personal property currently leased or otherwise occupied or used but not owned by DarkHorse, true, correct and complete copies of which leases and other agreements, including all amendments and modifications thereto, have previously been made available to Tanisys. Each of the leases is a valid and binding obligation of the parties thereto, and neither DarkHorse nor the lessor thereunder is in default under, and no condition exists that with notice or lapse of time or both would constitute a default under, any such lease. DarkHorse enjoys peaceful and undisturbed possession of its interests under all such leases. Except as set forth in DarkHorse's Disclosure Schedule, DarkHorse does not own any real property or any interest therein. All personal property set forth in DarkHorse's Disclosure Schedule and reflected on the DarkHorse Financial Statements is owned by DarkHorse and, except as set forth in the DarkHorse's Disclosure Schedule, all property owned or leased by DarkHorse and reflected on the DarkHorse Financial Statements or located on the premises of DarkHorse, is in good operating condition and repair, ordinary wear and tear excepted, is suitable for the use to which the same is customarily put, is free from defects other than minor defects that do not interfere with or detract from the use or value thereof and is merchantable and not obsolete and is of a quality and quantity presently usable in the ordinary course of the operation of the business of DarkHorse and is all of the assets currently used or needed in said business. The buildings, structures, improvements, assets and operations of DarkHorse materially conform with all applicable restrictive covenants, deeds, leases, and restrictions and all applicable federal, state and local laws, ordinances, rules and regulations, including, but not limited to, those relating to zoning and working conditions.

Title to and Condition of Assets and Property. Except as specifically --------------------------------------------- set forth on Schedule 3.7, the Company has good and marketable title to all its ------------ properties and assets (real and personal, tangible and intangible), such properties and assets are free and clear of all Liens, and such properties and assets are in good operating condition and a state of good maintenance and repair and are sufficient to conduct the Company's operations after Closing in the ordinary course of business and consistent with past practices.

Title to and Condition of Assets and Property. Set forth on EXHIBIT 3.3(a) is a list or brief description as of the date of this Agreement of all real property and material items of personal property owned by WorldCom in connection with its Operator Services Business. WorldCom has good and marketable title to the Assets, free and clear of all liens, claims, charges, security interests, options, or other title defects or encumbrances, except as set forth in EXHIBIT 3.6 attached hereto. EXHIBIT 3.3(b) attached hereto sets forth a description of all real and personal property currently leased or otherwise occupied or used but not owned by WorldCom in connection with the Assets, true, correct and complete copies of which leases and other agreements have previously been delivered to ILD. All personal property comprising the Assets is owned by WorldCom and all property owned or leased by WorldCom is in good operating condition and repair, is suitable for the use to which the same is customarily put, is free from defects (other than minor defects which do not interfere with the use or operation thereof) and is merchantable and is of a quality and quantity presently usable in the ordinary course of the operation of WorldCom's Operator Services business and is all of the assets currently used or needed in said business. The buildings, assets and operations of WorldCom associated with the Assets conform with all applicable restrictive covenants, deeds, leases, and restrictions and all applicable federal, state and local laws, ordinances, rules and regulations (including but not limited to those relating to zoning and working conditions). Upon consummation of the transactions at the Closing as contemplated by this Agreement, ILD will acquire title to the Assets free and clear of any liens, claims, charges, security interests, options or other title defects or encumbrances, except as expressly disclosed on EXHIBIT 3.6 attached hereto.

Title to and Condition of Assets and Property. Except as specifically --------------------------------------------- set forth in Schedule 3.5 hereto, Seller has good title to, or a valid leasehold ------------ interest in, all of the Assets and the Assets are free and clear of all Liens. To Seller's Knowledge, the Assets constitute all of the material assets and properties, real and personal, tangible and intangible, that are held or used by Seller in the conduct of the Telecom Division as presently being conducted.

Title to and Condition of Assets and Property. Except for items listed on the Solid Disclosure Schedule, all property used in the business of Solid is, or will be at the Effective Date, reflected as assets on the books and records of Solid or is leased by Solid. A list of all such property, real, personal or intangible, has been provided to Prologic. At the Effective Date, none of such property will be owned by any Owner or any entity (other than Solid or a Subsidiary). Solid has, or at the Effective Date will have, good and marketable title to any and all assets reflected in the Solid Financial Statements or Solid's other books and records which are currently, or will be at the Effective Date, owned and used in the operation of its businesses, and such assets are, or will be at the Effective Date, free and clear of all liens, claims, charges, security interests, options, or other title defects or encumbrances, except as set forth in the Solid Disclosure Schedule. The Solid Disclosure Schedule further sets forth a description of all real and personal property currently leased or otherwise occupied or used but not owned by Solid, true, correct and complete copies of which leases and other agreements, including all amendments and modifications thereto, have previously been delivered to Prologic. Each of the leases is a valid and binding obligation of Solid and neither Solid nor, to the best knowledge of Solid, the lessor thereunder is in default under, and no condition exists that with notice or lapse of time or both would constitute a default under, any such lease. Solid enjoys peaceful and undisturbed possession of its interests under all such leases. Except as set forth in the Solid Disclosure Schedule, Solid does not own any real property or any interest therein. All personal property set forth in the Solid Disclosure Schedule is owned by Solid and, except as set forth in the Solid Disclosure Schedule, all property owned or leased by Solid and reflected on the Solid Financial Statements or located on the premises of Solid, is in good operating condition and repair, ordinary wear and tear excepted, is suitable for the use to which it is put by Solid, is free from defects other than minor defects that do not interfere with or detract from the use or value thereof and is presently usable in the ordinary course of the operation of the business of Solid. To the best knowledge of Solid, the buildings, structures, improvements, assets and operations of Solid conform with all applicable restrictive covenants...

Title to and Condition of Assets and Property. Except as specifically set forth in the Disclosure Schedule, the Company has good and marketable title to all Assets and such Assets are free and clear of all Liens. Upon consummation of the Transactions, Purchaser will own the Assets free and clear of all Liens. Except for the Excluded Assets, the Assets constitute all assets and properties, real, personal, tangible and intangible that are used or useable in the conduct of the Business as presently being conducted.

Title to and Condition of Assets and Property. Handi-Pac has good and marketable title to any assets reflected in the Financial Statements or otherwise currently owned and used in the operation of its business, and such assets are free and clear of all liens, claims, charges, security interests, options, or other title defects or encumbrances, except as set forth on Schedule 3.6 (a) attached hereto. The Shareholder and the --------------- Affiliates of the Shareholder have conveyed to Handi-Pac clear and marketable title to all assets (excluding the real property described in Sections 4.7 and 6.2(g) hereof and improvements thereon owned by the Betco Trust) owned by any of them which are used (or the use thereof is contemplated as of the date hereof), located or otherwise in the possession of Handi-Pac free and clear of all liens, claims, charges, security interests, options, or other title defects or encumbrances (except for the lien as noted on Schedule 3.6(b) hereto) including, without limitation, --------------- assets which were previously licensed or leased to Handi-Pac. Schedule 3.6(b) attached hereto sets forth a description of all --------------- real property currently owned, leased or otherwise occupied or used by Handi-Pac, with respect to which true, correct and complete copies of the relevant deeds, leases and other agreements have previously been delivered to Buyer. Except as set forth on Schedule 3.6(b) attached hereto, Handi-Pac does not own any --------------- real property or any interest therein. Schedule 3.6(b) --------------- attached hereto sets forth a description of all material personal property leased by Handi-Pac as either lessor or lessee. All personal property reflected on the Financial Statements, in the possession of plastic fabricators, held by sales representatives as samples, or located on the premises (whether leased or owned) of Handi-Pac, whether owned, leased or otherwise used by Handi-Pac, constitutes all of the material assets currently used in said business. To the best knowledge of the Shareholder and Handi-Pac, the buildings, assets and operations of Handi-Pac conform in all material respects with all applicable restrictive covenants, deeds, leases, and restrictions and all applicable federal, state and local laws, ordinances, rules and regulations (including but not limited to those relating to zoning and working conditions).