Title to and Condition of Property. (a) The Disclosure Schedule identifies all of the rights and interests in real property and leasehold estates owned by the Company as of the date hereof, and the nature and amount of its respective interest therein. The Company has Defensible Title to all real property and have valid, subsisting and enforceable leases to all leasehold estates identified and reflected in the Disclosure Schedule and either good and indefeasible title or rights as lessee to all personalty of any kind or nature owned or used by the Company in its business, in each case free and clear of all Security Interests, easements, covenants or other restrictions whatsoever, except for (i) Security Interests or irregularities of title identified on the Disclosure Schedule which, individually or in the aggregate, do not detract from or interfere with the present or reasonably foreseeable use or value of the properties subject thereto, and (ii) Security Interests for non-delinquent ad valorem taxes and non-delinquent statutory liens arising other than by reason of default by the Company and (iii) Permitted Exceptions.
(b) With respect to each parcel of owned real property:
(i) there are no pending or, to the best Knowledge of the Company and Seller, threatened condemnation proceedings, lawsuits or administrative actions relating to the property or other matters affecting adversely the current use, occupancy or value thereof;
(ii) the legal description for the parcel contained in the deed thereof describes such parcel fully and adequately, the buildings and improvements are located within the boundary lines of the described parcels of land, are not in violation of applicable setback requirements, zoning laws and ordinances (and none of the properties or buildings or improvements thereon are subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications), and do not encroach on any easement which may burden the land, and the land does not serve any adjoining property for any purpose inconsistent with the use of the land, and the property is not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained;
(iii) to the best Knowledge of the Company and Seller, all facilities have received all approvals of Governmental Entities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained in...
Title to and Condition of Property. (a) The Company has good and marketable title to all of its tangible personal property and assets (other than properties and assets leased or licensed from others) free and clear of all Liens, except Permitted Liens. Each item of tangible personal property is in good repair and good operating condition, ordinary wear and tear excepted, and is suitable for use in the ordinary course of business.
(b) The Company has not leases, subleases or other agreements under which the Company is lessor or lessee of any real property.
Title to and Condition of Property. (i) The Issuer has:
(A) good and marketable title free and clear of all Liens to all assets, movable and immovable (other than the Project Land) used or proposed to be used in relation to the Project as reflected in the Issuer's most recent balance sheet included in the consolidated financial statements (except assets sold or otherwise disposed of since such date in the ordinary course of business); and
(B) with respect to all its leased assets pertaining to the Project (other than the Project Land), valid leasehold interests therein free and clear of all Liens.
(ii) The assets of Issuer that are used in the Issuer Operations are in good operating condition and repair, subject to normal wear and tear not caused by neglect, and are adequate and suitable for the purposes for which they are currently being used.
Title to and Condition of Property. (a) Real Property Used. The Leased Real Estate, as set forth on Schedule 3.10(a) attached hereto, constitutes all real property used by the Company in the Acquired Business. The Company does not own any Owned Real Estate.
Title to and Condition of Property. The Borrower has good and marketable title to its properties and assets free and clear of Liens except for Permitted Liens. The execution, delivery and performance of this Agreement, the Notes or any other instrument or agreement required to be delivered by Borrower hereunder will not result in the creation of any Lien except as provided for herein. All of the facilities and properties of Borrower are in good operating condition and repair except for facilities and properties (i) which are obsolete or otherwise not required for the conduct of its business, or (ii) which are being repaired in the ordinary course business.
Title to and Condition of Property. (a) Seller has not entered into any agreement regarding the Real Property other than (i) those specifically set forth herein or disclosed to Purchaser prior to the execution of this Agreement, (ii) those listed on Schedule 4.6(a), (iii) those that are recorded in the chain of title to the Real Property, and (iv) the Real Property Lease, the Equipment Leases, and the Assignable Contracts.
(b) To Seller’s knowledge, the Real Property is not subject to any condemnation proceeding, other proceeding or litigation of any kind, pending, proposed, or threatened, which would be binding upon Purchaser and would materially affect or limit Purchaser's use and enjoyment of the Real Property.
(c) Seller owns and will convey to Purchaser at the Effective Time, all of the Seller’s rights, title and interest to all the Personal Property free and clear of any claims, mortgages, liens, security interests, pledges or encumbrances of any kind except as may be set forth in this Agreement. To Seller’s knowledge, the Personal Property is in good operating condition and repair, giving consideration to its age and use and subject to ordinary wear and tear, Seller has good and marketable title to the assets to be transferred under this Agreement, and the Banking Centers are in conformity in all material respects with all zoning ordinances, building or fire codes or other laws, statutes, ordinances, codes or regulations applicable to them, and all certificates, licenses and permits required for the lawful use and occupancy of such property have been obtained and are in full force and effect.
Title to and Condition of Property. Except as set forth in the Company SEC Documents or Section 3.19 of the Disclosure Schedule, the Company and each of the Subsidiaries have good title to all of their owned properties and assets, free and clear of all liens, charges and encumbrances, except liens for taxes not yet due and payable and such liens or other imperfections of title, if any, as do not materially detract from the value of or interfere with the present use of the property affected thereby in accordance with industry standards or which could not reasonably be expected to have a material adverse effect on the Company; and all leases pursuant to which the Company or any of the Subsidiaries lease from others material amounts of real or personal property are in good standing, 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 by the Company or the Subsidiaries or to the Knowledge of the Company any other party thereto (or event which with notice or lapse of time, or both, would constitute a default), except where the lack of such good standing, validity and effectiveness or the existence of such default or event of default could not reasonably be expected to have a material adverse effect on the Company. Except as set forth in Section 3.19 of the Disclosure Schedule, since October 1, 1999, there has been no material adverse change in any of such material tangible personal property, whether owned or leased. None of the Company or the Subsidiaries has granted any option or other right to acquire any portion of its material owned properties or assets, except as set forth in Section 3.19 of the Disclosure Schedule.
Title to and Condition of Property. Except as may be necessary to cure Title Objections, from the Effective Date hereof to the Closing Seller shall not cause or permit any change in the status of title to the Property or the physical condition of the Property except for customary maintenance and operations. Seller shall not cause or permit any adverse change in the condition of the Property, reasonable wear and tear and damage by fire or the elements excepted. Seller shall not enter into any leases or other occupancy agreements with respect to all or any portion of the Property, or amend, modify, or extend existing leases except in the ordinary course of business without the prior written consent of Purchaser.
Title to and Condition of Property. Neither the Corporation nor any of its Subsidiaries owns any real property. Except as set forth on Schedule 4.15, all leases, subleases, licences and other agreements (both verbal and written), under which the Corporation, any Subsidiary thereof or any franchisee occupies real property (collectively, the "Leases") are valid, binding and in full force and effect, no written notice of default or termination thereunder has been received by the Vendor, Corporation, any Subsidiary or any franchisee, all rents and other sums and other charges payable by the lessee thereunder are current (or no more than 60 days past due) and no termination event either conditional or uncured default on the part of the Corporation or any Subsidiary or any franchisee exists thereunder.
Title to and Condition of Property. Except as set out in Schedule 5.13, the Purchaser does not own any real property. The Purchaser has good and marketable title to such owned real property. Except as set forth on Schedule 5.13, all leases, subleases, licences and other agreements (both verbal and written) under which the Purchaser occupies real property (collectively, the "CPI Leases") are valid, binding and in full force and effect, no written notice of default or termination thereunder has been received by the Purchaser, all rents and other sums and other charges payable by the lessee thereunder are current (or no more than 60 days past due) and no termination event either conditional or uncured default on the part of the Purchaser, exists thereunder.
