Title to and Condition of Assets. (a) Each of the Company and its subsidiaries has good title to, or valid leasehold interests in, all its material properties and assets, except for minor defects in title, easements, restrictive covenants and similar encumbrances or impediments that, in the aggregate do not and will not materially interfere with its ability to conduct its business as currently conducted. Except as set forth in Schedule 4.26, all such assets and properties, other than assets and properties in which the Company or any of the subsidiaries has leasehold interests, are free and clear of all liens, pledges, security interests, charges, claims, rights of third parties and other encumbrances of any kind or nature ("Liens"), and except for minor Liens, that, in the aggregate, do not and will not materially interfere with the ability of the Company or any of its subsidiaries to conduct business as currently conducted or as reasonably expected to be conducted. (b) Each of the Company and each of its subsidiaries has complied in all material respects with the terms of all leases to which it is a party and under which it is in occupancy, and all such leases are in full force and effect. Each of the Company and each of its subsidiaries enjoys peaceful and undisturbed possession under all such leases. (c) Except as set forth in Schedule 4.26, to the knowledge of the Company, the buildings and premises of the Company and each of its subsidiaries that are used in its business are in adequate operating condition and in a state of adequate maintenance and repair, normal wear and tear excepted, are adequate for the purpose for which they are currently being used, and have access to adequate utility services necessary for the conduct of the business. All items of operating equipment of the Company and its subsidiaries are in adequate operating condition and in a state of reasonable maintenance and repair, ordinary wear and tear excepted.
Appears in 2 contracts
Samples: Merger Agreement (Conestoga Enterprises Inc), Agreement and Plan of Merger (Conestoga Enterprises Inc)
Title to and Condition of Assets. (a) Each of the Company Parent and its subsidiaries has good title to, or valid leasehold interests in, all its material properties and assets, except for minor defects in title, easements, restrictive covenants and similar encumbrances or impediments that, in the aggregate aggregate, do not and will not materially interfere with its ability to conduct its business as currently conducted. Except as set forth in Schedule 4.265.22, all such assets and properties, other than assets and properties in which the Company Parent or any of the subsidiaries has leasehold interests, are free and clear of all liens, pledges, security interests, charges, claims, rights of third parties and other encumbrances of any kind or nature ("Liens"), and except for minor Liens, that, in the aggregate, do not and will not materially interfere with the ability of the Company Parent or any of its subsidiaries to conduct business as currently conducted or as reasonably expected to be conducted.
(b) Each of the Company Parent and each of its subsidiaries has complied in all material respects with the terms of all leases to which it is a party and under which it is in occupancy, and all such leases are in full force and effect. Each of the Company Parent and each of its subsidiaries enjoys peaceful and undisturbed possession under all such leases.
(c) Except as set forth in Schedule 4.265.22, to the knowledge of the CompanyParent, the buildings and premises of the Company Parent and each of its subsidiaries that are used in its business are in adequate operating condition and in a state of adequate maintenance and repair, normal wear and tear excepted, and are adequate for the purpose for which they are currently being used, and have access to adequate utility services necessary for the conduct of the business. All items of operating equipment of the Company Parent and its subsidiaries are in adequate operating condition and in a state of reasonable maintenance and repair, ordinary wear and tear excepted.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Conestoga Enterprises Inc), Agreement and Plan of Merger (D&e Communications Inc)
Title to and Condition of Assets. (a) Each of the Company Parent and its subsidiaries has good title to, or valid leasehold interests in, all its material properties and assets, except for minor defects in title, easements, restrictive covenants and similar encumbrances or impediments that, in the aggregate do not and will not materially interfere with its ability to conduct its business as currently conducted. Except as set forth in Schedule 4.265.22, all such assets and properties, other than assets and properties in which the Company Parent or any of the subsidiaries has leasehold interests, are free and clear of all liens, pledges, security interests, charges, claims, rights of third parties and other encumbrances of any kind or nature ("Liens"), and except for minor Liens, that, in the aggregate, do not and will not materially interfere with the ability of the Company Parent or any of its subsidiaries to conduct business as currently conducted or as reasonably expected to be conducted.
(b) Each of the Company Parent and each of its subsidiaries has complied in all material respects with the terms of all leases to which it is a party and under which it is in occupancy, and all such leases are in full force and effect. Each of the Company Parent and each of its subsidiaries enjoys peaceful and undisturbed possession under all such leases.
(c) Except as set forth in Schedule 4.265.22, to the knowledge of the CompanyParent, the buildings and premises of the Company Parent and each of its subsidiaries that are used in its business are in adequate operating condition and in a state of adequate maintenance and repair, normal wear and tear excepted, and are adequate for the purpose for which they are currently being used, and have access to adequate utility services necessary for the conduct of the business. All items of operating equipment of the Company Parent and its subsidiaries are in adequate operating condition and in a state of reasonable maintenance and repair, ordinary wear and tear excepted.
Appears in 2 contracts
Samples: Merger Agreement (Conestoga Enterprises Inc), Merger Agreement (D&e Communications Inc)
Title to and Condition of Assets. (a) Each of the Company and its subsidiaries has good title to, or valid leasehold interests in, all its material properties and assets, except for minor defects in title, easements, restrictive covenants and similar encumbrances or impediments that, in the aggregate do not and will not materially interfere with its ability to conduct its business as currently conducted. Except as set forth in Schedule 4.26, all such assets and properties, other than assets and properties in which the Company or any of the subsidiaries has leasehold interests, are free and clear of all liens, pledges, security interests, charges, claims, rights of third parties and other encumbrances of any kind or nature ("LiensLIENS"), and except for minor Liens, that, in the aggregate, do not and will not materially interfere with the ability of the Company or any of its subsidiaries to conduct business as currently conducted or as reasonably expected to be conducted.
(b) Each of the Company and each of its subsidiaries has complied in all material respects with the terms of all leases to which it is a party and under which it is in occupancy, and all such leases are in full force and effect. Each of the Company and each of its subsidiaries enjoys peaceful and undisturbed possession under all such leases.
(c) Except as set forth in Schedule 4.26, to the knowledge of the Company, the buildings and premises of the Company and each of its subsidiaries that are used in its business are in adequate operating condition and in a state of adequate maintenance and repair, normal wear and tear excepted, are adequate for the purpose for which they are currently being used, and have access to adequate utility services necessary for the conduct of the business. All items of operating equipment of the Company and its subsidiaries are in adequate operating condition and in a state of reasonable maintenance and repair, ordinary wear and tear excepted.
Appears in 2 contracts
Samples: Merger Agreement (D&e Communications Inc), Agreement and Plan of Merger (D&e Communications Inc)
Title to and Condition of Assets. (a) Each of the Company and its subsidiaries Subsidiaries has good title to, or valid leasehold interests in, all its material properties and assetsassets (the “Company Property”), except for minor defects in title, easements, restrictive covenants and similar encumbrances or impediments that, individually or in the aggregate do aggregate, have not had and will would not materially interfere with its ability reasonably be expected to conduct its business as currently conductedhave a Company Material Adverse Effect. Except as set forth in Schedule 4.264.20, all such assets and properties, other than assets and properties in which the Company or any of the subsidiaries has leasehold interests, are free and clear of all liensLiens, pledges, security interests, charges, claims, rights of third parties and other encumbrances of any kind or nature ("Liens"), and except for minor Liens, Liens on Company Properties that, individually or in the aggregate, do not materially impair and will would not reasonably be expected to materially interfere with impair, the ability continued use and operation of such material Company Property to which they relate in the conduct of the Company or any and the Subsidiaries of its subsidiaries to conduct the Company respective business as currently presently conducted and Liens on other Company Properties that, individually or as in the aggregate, have not had and would not reasonably be expected to be conductedhave a Company Material Adverse Effect.
(b) Each of the The Company and each of its subsidiaries Subsidiaries has complied in all material respects with the terms of all leases to which it is a party and under which it is in occupancy, and all such leases are valid and in full force and effect. Each of the The Company and each of its subsidiaries Subsidiaries enjoys peaceful and undisturbed possession of the properties or assets purported to be leased under all such leases.
(c) Except as set forth in Schedule 4.264.20, to the knowledge Knowledge of the Company, the buildings and premises of the Company and each of its subsidiaries Subsidiaries that are used in its business are adequate and sufficient to support the operations of the Company and the Subsidiaries of the Company, and are in adequate operating condition and in a state of adequate maintenance and repair, normal wear and tear excepted, are adequate for the purpose for which they are currently being used, used and have access to adequate utility services necessary for the conduct of the business, in each case, except where the failure of such adequacy or to be in such condition would not have and would not reasonably be expected to have a Company Material Adverse Effect. All items of operating equipment of the Company and its subsidiaries Subsidiaries are adequate and sufficient to support the operations of the Company and the Subsidiaries of the Company and are in adequate operating condition and in a state of reasonable maintenance and repair, ordinary wear and tear excepted, in each case, except where the failure of such adequacy or to be in such condition would not have and would not reasonably be expected to have a Company Material Adverse Effect.
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Title to and Condition of Assets. (a) Each of the Company and its subsidiaries has good title to, or valid leasehold interests in, all its material properties and assets, except for minor defects in title, easements, restrictive covenants and similar encumbrances or impediments that, in the aggregate do not and will not materially interfere with its ability to conduct its business as currently conducted. Except as set forth in Schedule 4.26, all such assets ------------- and properties, other than assets and properties in which the Company or any of the subsidiaries has leasehold interests, are free and clear of all liens, pledges, security interests, charges, claims, rights of third parties and other encumbrances of any kind or nature ("Liens"), and except ----- for minor Liens, that, in the aggregate, do not and will not materially interfere with the ability of the Company or any of its subsidiaries to conduct business as currently conducted or as reasonably expected to be conducted.
(b) Each of the Company and each of its subsidiaries has complied in all material respects with the terms of all leases to which it is a party and under which it is in occupancy, and all such leases are in full force and effect. Each of the Company and each of its subsidiaries enjoys peaceful and undisturbed possession under all such leases.
(c) Except as set forth in Schedule 4.26, to the knowledge of the ------------- Company, the buildings and premises of the Company and each of its subsidiaries that are used in its business are in adequate operating condition and in a state of adequate maintenance and repair, normal wear and tear excepted, are adequate for the purpose for which they are currently being used, and have access to adequate utility services necessary for the conduct of the business. All items of operating equipment of the Company and its subsidiaries are in adequate operating condition and in a state of reasonable maintenance and repair, ordinary wear and tear excepted.
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Title to and Condition of Assets. (a) Each of the Company Parent and its subsidiaries has good title to, or valid leasehold interests in, all its material properties and assets, except for minor defects in title, easements, restrictive covenants and similar encumbrances or impediments that, in the aggregate do not and will not materially interfere with its ability to conduct its business as currently conducted. Except as set forth in Schedule 4.265.22, all such assets and ------------- properties, other than assets and properties in which the Company Parent or any of the subsidiaries has leasehold interests, are free and clear of all liens, pledges, security interests, charges, claims, rights of third parties and other encumbrances of any kind or nature ("Liens"), and except for minor Liens, that, in the aggregate, do not and will not materially interfere with the ability of the Company Parent or any of its subsidiaries to conduct business as currently conducted or as reasonably expected to be conducted.
(b) Each of the Company Parent and each of its subsidiaries has complied in all material respects with the terms of all leases to which it is a party and under which it is in occupancy, and all such leases are in full force and effect. Each of the Company Parent and each of its subsidiaries enjoys peaceful and undisturbed possession under all such leases.
(c) Except as set forth in Schedule 4.265.22, to the knowledge of the CompanyParent, ------------- the buildings and premises of the Company Parent and each of its subsidiaries that are used in its business are in adequate operating condition and in a state of adequate maintenance and repair, normal wear and tear excepted, and are adequate for the purpose for which they are currently being used, and have access to adequate utility services necessary for the conduct of the business. All items of operating equipment of the Company Parent and its subsidiaries are in adequate operating condition and in a state of reasonable maintenance and repair, ordinary wear and tear excepted.
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