Title to Assets and Related Matters. Each Ensec Company has good and marketable title to its part of the Ensec Assets, free from any Encumbrances except (a) those Encumbrances specified on Section 5.9 of the Ensec Disclosure Schedule or any Encumbrance in favor of any Ensec Company, (b) items described in any notes to the consolidated financial statements of Ensec contained in Ensec's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1997 (the "Ensec 10-KSB") included in the Ensec SEC Reports, (c) minor matters that would not have a Material Adverse Effect, (d) constitutional and statutory liens arising from the obligation to pay for the provision of materials or services not yet in Default and Taxes not yet due and (e) Ensec Assets transferred among the Ensec Companies.
Title to Assets and Related Matters. Acquiror has good and marketable title to the Acquiror Assets, free from any Encumbrances. Acquiror owns all Acquiror Assets necessary or currently used in the operation of Acquiror’s Business.
Title to Assets and Related Matters. The Company has good and marketable title to, valid leasehold interests in or valid licenses to use, all of the assets, free from any Encumbrances except: (a) those specified in Schedule 4.5; (b) liens for taxes not yet due; and (c) with respect to real property; (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Company and (ii) zoning laws and other land use restrictions that do not impair the present use of the property subject thereto. All tangible personal property included in the assets are suitable for the purposes for which they are used, in good working condition, reasonable wear and tear excepted and are free from any known defects.
Title to Assets and Related Matters. Seller owns all of the Intellectual Property Assets free and clear of all Encumbrances and the claims or rights of any other party. Seller has the power, authority and right to sell the Intellectual Property Assets to Buyer free and clear of any Encumbrances.
Title to Assets and Related Matters. The Company and the Affiliates have good and marketable title to, valid leasehold interests in or valid licenses to use, all of their Assets, free from any Encumbrances except those specified in SCHEDULE 3.6. The use of the Assets are not subject to any Encumbrances (other than those specified in the preceding sentence), and such use does not, to the Knowledge of the Shareholders, encroach on the property or rights of anyone else. Except as set forth on SCHEDULE 3.11, all tangible personal property (other than Inventory) included in the Assets are suitable for the purposes for which they are used, in good working condition, reasonable wear and tear excepted, and are free from any known defects.
Title to Assets and Related Matters. The Selling Entities collectively own and will transfer to CTB at the Closing good, marketable and indefeasible title to, or with respect to leased assets included in the Purchased Assets, a valid leasehold interest in, subject to the terms and conditions of such leases, all of the Purchased Assets, free and clear of all Encumbrances other than Permitted Encumbrances. The use of the Purchased Assets is not subject to any Encumbrances (other than Permitted Encumbrances), and such use does not materially encroach on the property or rights of any other Person. All Purchased Assets are in the possession or under the control of one or more of the Selling Entities and consist of all of the Assets necessary to operate the Business as currently, and since September 30, 2000, operated and which generated the revenues reflected in the Financial Statements except for Assets disposed of since such date in the ordinary course of business. Except as set forth on Schedule 4.5, all of the tangible personal property included in the Purchased Assets (a) is in good working condition and repair, subject to normal wear and tear, (b) is usable in the ordinary course of business and (c) conforms in all material respects with all applicable Laws relating to its construction, use and operation. Except for those items subject to the Personal Property Leases, no Person other than the Selling Entities owns any vehicles, equipment or other tangible assets located on the Real Property that are used by the Selling Entities in the Business (other than immaterial items of personal property owned by the employees of the Selling Entities) or that are necessary for the operation of the Business as currently, and since September 30, 2000, operated except for Assets disposed of since such date in the ordinary course of business. BBT does not own or lease any Assets used in the operation of the Business or necessary to operate the Business substantially in accordance with past practice.
Title to Assets and Related Matters. (a) The Company and its Subsidiaries possess good and marketable title to all of the assets and properties (other than Real Property) that it owns or uses and that are reflected on the Company's consolidated balance sheet (or in the footnotes related thereto) as of June 29, 2003, contained in the Company Form 10-K, or that were thereafter acquired (except for assets and properties sold, consumed or otherwise disposed of in the ordinary course of business since such date), in each case, free and clear of any and all liens (statutory or otherwise), encumbrances, charges, claims, restrictions, options to purchase, sale contracts, pledges, security interests or impositions, except for liens to secure indebtedness reflected on the Company's consolidated balance sheet as of June 29, 2003, contained in the Company Form 10-K or in Section 4.15 of the Company Disclosure Schedule.
(b) The Company has insurable fee simple title to the Company Owned Real Property free and clear of any and all mortgages, liens (statutory or otherwise), encumbrances, charges, claims, restrictions, easements, rights of way, covenants, options to purchase, sale contracts, pledges, security interests or impositions, except for Permitted Encumbrances.
(c) Each of the Real Property Leases (i) constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with its terms and (ii) is, to the Knowledge of the Company, enforceable against the other parties to each Company Real Property Lease in accordance with its terms. The Company (i) has in all material respects performed all the obligations required to be performed by it to the date hereof under the Company Real Property Leases, is not in default thereunder and possesses and quietly enjoys the Leased Real Property, and, to the Knowledge of the Company, the Leased Real Property is not subject to any encumbrances, use or occupancy restrictions, reservations or limitations, other than Permitted Encumbrances and (ii) has no Knowledge of any material default or state of facts which, with notice or lapse of time or both, would constitute a material default on the part of the Company, or to the Knowledge of the Company any other party, in the performance of any obligation to be performed or paid by any party under the Company Real Property Leases.
(d) None of the improvements comprising the Real Property or the businesses conducted by the Company or its Subsidiaries thereon, are, to the Knowledge of the Com...
Title to Assets and Related Matters. The Company has good and ----------------------------------- marketable title to, valid leasehold interests in or valid licenses to use, all of the Company Assets, free from any Encumbrances except those specified in the Disclosure Schedule. The use of the Company Assets is not subject to any Encumbrances (other than those specified in the preceding sentence), and such use does not materially encroach on the property or rights of anyone else. All Company Real Property (defined below) and tangible personal property included in the Company Assets are suitable for the purposes for which they are used, in good working condition, reasonable wear and tear excepted, and are free from any known defects, except such minor defects that would not have a Material Adverse Effect.
Title to Assets and Related Matters. The Selling Entities collectively own and will transfer to On Stage at the Closing good, marketable and indefeasible title to, or with respect to leased assets included in the Purchased Assets, a valid leasehold interest in, subject to the terms and conditions of such leases, all of the Purchased Assets, free and clear of all Encumbrances other than Permitted Encumbrances. The use of the Purchased Assets is not subject to any Encumbrances (other than Permitted Encumbrances), and such use does not materially encroach on the property or rights of any other Person. All Purchased Assets are in the possession or under the control of one or more of the Selling Entities and consist of all of the Assets necessary to operate the Business as currently, and since September 30, 1997, operated and which generated the revenues reflected in the Financial Statements. Except as set forth on Schedule 4.5, all of the tangible personal property included in the Purchased Assets (a) is in good working condition and repair, subject to normal wear and tear, (b) is usable in the ordinary course of business and (c) conforms in all material respects with all applicable Laws relating to its construction, use and operation. Except for those items subject to the Personal Property Leases, no Person other than the Selling Entities owns any vehicles, equipment or other tangible assets located on the Real Property that are used by the Selling Entities in the Business (other than immaterial items of personal property owned by the employees of the Selling Entities) or that are necessary for the operation of the Business as currently, and since September 30, 1997, operated.
Title to Assets and Related Matters. Seller has good and marketable title to, valid leasehold interests in or valid licenses to use, all of its Assets, free from any Encumbrances except those specified in SCHEDULE 4.6. The use of the Assets are not subject to any Encumbrances (other than those specified in the preceding sentence), and such use does not encroach on the property or rights of anyone else. Except as set forth on SCHEDULE 4.6, all tangible personal property (other than Inventory) included in the Assets is suitable for the purposes for which it is used, is in good working condition, reasonable wear and tear excepted, and is free from any known defects.
