Title to Assets and Properties. Except as set forth in Section 4.6 of the Disclosure Schedule, the Companies and their Subsidiaries have good and marketable title to, or valid leasehold interests in, their assets and properties sufficient to operate such properties and to conduct their businesses as currently conducted, except for (a) the Permitted Encumbrances (as defined below) and (b) other defects in such titles, or any easements, restrictive covenants or similar encumbrances that have not had and would not reasonably be expected to be materially adverse to the Companies and their Subsidiaries and their respective assets. For purposes of this Agreement, “Permitted Encumbrances” mean: (i) encumbrances for assessments, taxes, water, sewer and other similar charges not yet delinquent or that either Company or any of their Subsidiaries is contesting in good faith through appropriate proceedings; provided that adequate reserves have been established with respect thereto; (ii) easements or reservations thereof, rights of way, highway and railroad crossings, sewers, electric and other utility lines, telegraph and telephone lines, zoning, building code and other covenants, conditions and restrictions as to the use of the Real Property that do not affect or interfere in an material way with the use of such Real Property by the Companies and their Subsidiaries; (iii) encumbrances listed on Section 4.6 of the Disclosure Schedule; (iv) liens securing the claims of materialmen, landlords and others provided payment is not yet delinquent; (v) any leases, subleases or licenses listed on Section 4.6 of the Disclosure Schedule; (vi) all encumbrances relating to liens securing borrowed money to be released at or prior to the Closing, all of which are listed on Section 4.6 of the Disclosure Schedule; (vii) any and all matters and encumbrances (including, without limitation, fee mortgages or ground leases) affecting the leased real property of the Companies or their Subsidiaries, not created or granted by the Companies or their Subsidiaries, but only to the extent that such matters and encumbrances (1) do not materially interfere with the right of the Companies or their Subsidiaries to use any of the leased real property, or (2) are not Known to Seller (it being understood that reasonable investigation for purposes of this clause (vii) will not require GEC or Seller to conduct title searches with respect to such real property); and (viii) any subordination or attornment agreement between either of the C...
Title to Assets and Properties. Buyer and its subsidiaries have good and marketable title to all of their respective real and personal assets and properties, including all assets and properties reflected in the Consolidated Balance Sheet of Buyer and its subsidiaries as of September 30, 1997, or acquired subsequent to September 30, 1997, except assets or properties disposed of subsequent to that date in the ordinary course of business. Such assets and properties are subject to no mortgage, indenture, pledge, lien, claim, encumbrance, charge, security interest, or title retention or other security arrangement, except for liens for the payment of federal, state, and other taxes, the payment of which is neither delinquent nor subject to penalties, and except for other liens and encumbrances incidental to the conduct of the business of Buyer and its subsidiaries or the ownership of their assets or properties, which were not incurred in connection with the borrowing of money or the obtaining of advances, and which do not in the aggregate materially detract from the value of the assets or properties of Buyer and its subsidiaries taken as a whole or materially impair the use thereof in the operation of their respective businesses, except in each case as disclosed in the Consolidated Balance Sheet as of September 30, 1997. All leases pursuant to which Buyer or any of its subsidiaries lease any substantial amount of real or personal property are valid and effective in accordance with their respective terms. Buyer and each of its subsidiaries own or have the right to use all assets and properties necessary to conduct their business as currently conducted.
Title to Assets and Properties. The Company and the Subsidiaries have good and marketable title to all the real property, personal property and other assets, including all interests in mining claims, mining leases, concessions, exploitation or extraction rights, or other property interests or rights or similar rights (“Mining Claims”) that are material to the respective businesses of the Company and the Subsidiaries as currently conducted, and described in the Registration Statement and Prospectuses as being owned respectively by them, in each case free and clear of any Lien, except: (i) as subject to the paramount title of the United States in respect of the unpatented mining claims owned by the Company or the Subsidiaries; (ii) Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries; and (iii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP, and the payment of which is neither delinquent nor subject to penalties and except as set forth in the Registration Statement (including the exhibits thereto) and Prospectuses. All material Mining Claims in which the Company or any of the Subsidiaries has an interest or right are valid, subsisting and enforceable. Except as otherwise disclosed in the Registration Statement and Prospectuses, there are no expropriations or similar proceedings or any challenges to title or ownership of which the Company or the Subsidiaries have received notice against the Mining Claims or any part thereof and, to the knowledge of the Company, no such expropriations, proceedings or challenges are contemplated. Neither the Company nor any of its subsidiaries has any obligation to pay any royalty that is material to the Company and its subsidiaries as a whole in respect of any Mining Claims except as disclosed in the Registration Statement and Prospectuses. Except as disclosed in the Registration Statement and the Prospectuses, there are no restrictions on the ability of the Company and the Subsidiaries to use, transfer or otherwise exploit any such Mining Claims except as required by applicable law or security instruments, except where such restrictions would not reasonably be expected to result in a Material Adverse Effect. The Company and Subsidiaries have valid, subsisting and enforceable leases for the real property, improvements, equipment and person...
Title to Assets and Properties. The Assets and Properties the Company owns are owned by the Company free and clear of all mortgages, deeds of trust, liens, encumbrances and security interests except for statutory liens for the payment of current taxes that are not yet delinquent and liens, encumbrances and security interests which arise in the ordinary course of business and which do not affect material Assets and Properties of the Company. With respect to Assets and Properties the Company leases, the Company is in material compliance with such leases.
Title to Assets and Properties. The Company has good and marketable ------------------------------ title to all of its assets as shown on the Balance Sheet and the Closing Balance Sheet, free and clear of all Liens (other than for taxes not yet due and payable). All machinery and equipment included in such assets is in good condition and repair, normal wear and tear excepted, and all leases of real or personal property to which the Company is a party are fully effective and afford the Company peaceful and undisturbed possession of the subject matter of the lease. The Company is not in violation of any zoning, building, safety or environmental ordinance, regulation or requirement or other law or regulation applicable to the operation of owned or leased properties, and has not received any notice of violation with which it has not complied, except where such violation would not have a Material Adverse Effect on the Company. The Company's assets include all tangible and intangible assets, rights and properties necessary for the conduct of the Company's foreign operations.
Title to Assets and Properties. OneSource and its subsidiaries have good and marketable title to all of their respective real and personal assets and properties, including all assets and properties reflected in OneSource's Base Balance Sheet, or acquired subsequent to the date of OneSource's Base Balance Sheet, except assets or properties disposed of subsequent to that date in the ordinary course of business. Such assets and properties are subject to no mortgage, indenture, pledge, lien, claim, encumbrance, charge, security interest, or title retention or other security arrangement, except for liens for the payment of federal, state, and other taxes, the payment of which is neither delinquent nor subject to penalties, and except for other liens and encumbrances incidental to the conduct of the business of OneSource and its subsidiaries or the ownership of their assets or properties, which were not incurred in connection with the borrowing of money or the obtaining of advances, and which do not in the aggregate materially detract from the value of the assets or properties of OneSource and its subsidiaries taken as a whole or materially impair the use thereof in the operation of their respective businesses, except in each case as disclosed in OneSource's Base Balance Sheet. All leases pursuant to which OneSource or any of its subsidiaries lease any substantial amount of real or personal property are valid and effective in accordance with their respective terms. OneSource and each of its subsidiaries own or have the right to use all assets, rights, and properties necessary to conduct their business as currently conducted.
Title to Assets and Properties. The Seller has good and marketable title to its Assets and Properties held free and clear of any mortgage, pledge, lien, encumbrance, security interest or charge of any kind with no exceptions that would interfere with the use made or to be made thereof by them where failure to comply with any of the foregoing would have or would be reasonably likely to have a Material Adverse Effect. With respect to the Assets and Properties it leases, the Seller is in compliance with such leases and, to the best of its knowledge, the Seller holds valid leasehold interests in such Assets and Properties free of any Liens, encumbrances, security interests or claims of any party other than the lessors of such Assets and Properties with no exceptions that would interfere with the use made or to be made thereof by them where failure to comply with any of the foregoing would have or would be reasonably likely to have a Material Adverse Effect.
Title to Assets and Properties. Borrower has good and marketable title to all of its properties and assets except such imperfections in title, if any, that do not materially interfere with the present or proposed use of such property or otherwise materially impair business operations, free and clear of all Liens other than Liens permitted by Section 6.2(A).
Title to Assets and Properties. The Company or the Subsidiaries have title to all of the personal and real property and other assets recorded in EXHIBIT 1, except for such assets which are leased and assets sold, disposed of.
Title to Assets and Properties. Except as set forth in Schedule 4.10 attached hereto and the Company Reports, the Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property and assets owned by them, in each case free and clear of all liens, encumbrances and defects except such as, in the aggregate, do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and its Subsidiaries; and any real property and buildings held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its subsidiaries. All the assets of the Company, whether movable or immovable, including without limitation, equipment and machinery, owned, leased or licensed to or by the Company or employed by it, are in serviceable condition for use thereof in the ordinary course of Business.
