Title to Assets; Condition of Assets. (a) A description of all interests in real property owned by GRS is set forth in Schedule 5.16(a).
Title to Assets; Condition of Assets. (a) A description of all interests in real property owned by the Company is set forth in Schedule 3.15(a).
Title to Assets; Condition of Assets. Except as set forth on SCHEDULE 7.04, Seller has, and will convey to Purchaser at Closing, good and marketable title to the Assets, free and clear of all Liens other than Permitted Liens. All Liens in effect on the date hereof which are to be discharged at Closing are listed on SCHEDULE 7.04 hereto. The tangible property included among the Assets is in good working order and repair, reasonable wear and tear excepted. The Assets constitute all of the assets which are used in the operation of the Business as it is currently being conducted by Seller other than the Excluded Assets. Except as disclosed on SCHEDULE 7.25, no officer, director, stockholder or employee of Seller or any other individual, partnership, corporation, limited liability company, person or entity (a "Person") other than the Seller owns, leases or has any rights in any property, license or other assets related to the Business other than the Excluded Assets. Except for factors typically affecting propagation and reception in the cellular telephone industry generally, the tangible property included in the Assets are technically sufficient and capable of providing cellular telephone service in the RSA in accordance with applicable FCC regulations except as set forth on SCHEDULE 7.08. All of the buildings, towers, transmitters, antenna, fixtures and improvements owned or leased by Seller, and all heating and air conditioning equipment, plumbing, electrical and other mechanical facilities and the roof, walls and other structural components of the real property which are part of, or located in such buildings, towers, antenna or improvements and are owned or leased by Seller comply with applicable zoning laws and the building, health, fire and environmental protection codes of all applicable governmental jurisdictions, have no structural defects and do not require any repair other than routine maintenance and the repair of ordinary wear and tear.
Title to Assets; Condition of Assets. (a) No Company owns any real property.
Title to Assets; Condition of Assets. (a) The Company and each of its Subsidiaries have good and valid title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Financial Statements or acquired after the Most Recent Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Most Recent Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
Title to Assets; Condition of Assets. (i) Except as set forth on Schedule 3.1(i)(i), Seller has good and marketable title to, or a valid leasehold or license interest in, all of the Personal Property and none of such Personal Property is subject to any Lien, except Permitted Liens. Except as otherwise disclosed on Schedule 3.1(i)(i), each of the tangible assets included in the Personal Property, including the Kiosks, (A) is in good operating condition and repair (ordinary wear and tear excepted), and (B) is suitable for the purposes for which it is presently being used in connection with the Business.
Title to Assets; Condition of Assets. Except as set forth on Section 3.6 of the Disclosure Schedule, Seller has good and marketable title to all of the Assets, free and clear of any Liens except for such Liens for taxes not yet due and payable.
Title to Assets; Condition of Assets. Except as disclosed in the notes to the latest Financial Statements, if any, and on Schedule 2.10, the Company and the Operating Subsidiaries have good and indefeasible title to their respective assets, including, without limitation, those reflected on the Financial Statements (other than those since disposed of in the ordinary course of business), free and clear of all security interests, liens, charges and other encumbrances, except for (a) liens for taxes not yet due and payable or being contested in good faith in appropriate proceedings, and (b) encumbrances that are incidental to the conduct of their respective businesses or ownership of property, not incurred in connection with the borrowing of money or the obtaining of credit, and which do not in the aggregate materially detract from the value of the assets affected or materially impair their use by the Company or such Operating Subsidiary, as the case may be. With respect to the assets of the Company and each Operating Subsidiary that are leased, the Company or such Operating Subsidiary, as the case may be, is in compliance with all material provisions of such leases. The equipment and other tangible assets of the Company and the Operating Subsidiaries are in good operating condition (except for reasonable wear and tear), and have been reasonably maintained.
Title to Assets; Condition of Assets. As of the Closing Date, the Company shall have no assets other than the Licenses and the books and records of the Company (collectively, the "Assets").
Title to Assets; Condition of Assets. The Acquired Companies each have good and marketable title to the assets and properties reflected on their Financial Statements and all of the assets purchased or acquired since the date of the Financial Statements, free and clear of all Liens, except for (i) Liens for taxes not yet due and payable, (ii) encumbrances that are incidental to the conduct of the respective Acquired Company's business or ownership of property, which were not incurred in connection with the borrowing of money or the obtaining of credit and which do not, in the aggregate, materially detract from the value of the assets affected or materially impair their use by the respective Acquired Company and (iii) Liens granted hereunder or under the Letter Agreement or any document ancillary hereto or thereto. All facilities, machinery, equipment, fixtures, vehicles and other properties that are now owned, leased or used, or will be owned, leased or used by the Acquired Companies immediately following the Closing are or will be (A) in good operating condition and repair, normal wear and tear excepted, (B) reasonably fit and usable for the purposes for which they are being used, (C) not require a major overhaul or repair in the foreseeable future, (D) adequate and sufficient for the Acquired Companies' respective businesses and (E) conform in all material aspects with all applicable ordinances, regulations and laws.
