Title to Assets; Encumbrances; Condition. (a) Each of the Company and each of the Subsidiaries has good, valid and marketable (and, in the case of the Owned Real Property, insurable) title to all of its respective assets free and clear of any and all Liens, except Permitted Liens. Schedule 2.11 contains true and complete copies (in all Material respects) of (i) Commitments to issue owner's title insurance policies for all of the Owned Real Property in the amounts indicated in each such Commitment, except for the Owned Real Property located in York County, Nebraska, a copy of which will be delivered to Purchaser prior to Closing, and (ii) all existing owner's title insurance policies. A survey of each parcel of the Owned Real Property has been delivered to Purchaser prior to the date hereof, except for the Owned Real Property located in York County, Nebraska, a copy of which will be delivered to Purchaser prior to Closing. Copies of all documents evidencing the Liens upon the Company's and each of the Subsidiaries' respective assets are either contained in Schedule 2.11 or previously have been delivered to Purchaser.
(b) Except as set forth in Schedule 2.11, each of the Material Improvements and each item of Material Personal Property is in good condition and repair, reasonable wear and tear excepted, and is usable in the ordinary course of business consistent with past practices. Each Material Improvement and each item of Material Personal Property is adequate for its present and intended uses and operation and neither the Company nor any of the Subsidiaries has any intention to use or operate any Material Improvement or any item of Material Personal Property other than as presently used or operated. The Company's and each of the Subsidiaries' respective assets (including the Company's and each of the Subsidiaries' respective interest in all leased assets) include all Material assets required to operate the Business as presently conducted.
Title to Assets; Encumbrances; Condition. (a) The Company and each of its Subsidiaries has good, valid and marketable (and, in the case of the Owned Real Property, if any, insurable) title to all of its assets free and clear of any and all Liens, except Permitted Liens. Schedule 2.10 contains copies of all documents evidencing the Liens upon the Company's or any of its Subsidiaries' assets and copies of all title insurance policies relating to any of the Owned Real Property.
(b) Each of the Improvements and each item of Personal Property is in good condition and repair, reasonable wear and tear excepted, and is usable in the ordinary course of business consistent with past practices. Each Improvement and each item of Personal Property is adequate for its present uses and operation and neither the Company nor any of its Subsidiaries has any intention to use or operate any Improvement or any item of Personal Property other than as presently used or operated. The Company's 7 8 and its Subsidiaries' assets (including the Company's and its Subsidiaries' interest in all leased assets) include all assets required to operate the Business as presently conducted.
Title to Assets; Encumbrances; Condition. (a) Except as set forth on Schedule 4.9 or shown in the Title Commitments with respect to the Owned Real Property, Seller has good and transferable title to all of the Assets other than the Owned Real Property, and has good and marketable title to the Owned Real Property, in each case, free and clear of any and all Liens, except Permitted Liens. The Assets (i) include all assets that are owned or leased by Seller or any Affiliate of Seller that are primarily related to the business and operation of the Stations as currently operated and (ii) collectively, constitute all of the assets reasonably necessary for the business and operation of the Stations, in the case of each of (i) and (ii) other than the Surtsey Assets, immediately following the Closing in substantially the same manner as presently operated.
(b) Each Improvement and each item of tangible Personal Property is in good condition for its present and intended uses and operation, given the age of such property and the use to which such property is put and except to the extent of normal wear and tear and is usable in the ordinary course of business consistent with past practices.
Title to Assets; Encumbrances; Condition. (a) Except as set forth on Schedule 3.09, each of the Sellers has good, valid and marketable (and, in the case of the Owned Real Property, insurable) title to all of its respective Assets free and clear of any and all Liens, except Permitted Liens.
(b) Except as set forth in Schedule 3.09, each of the Material Improvements and each item of Material Personal Property is in good condition and repair, reasonable wear and tear excepted, and is usable in the ordinary course of business consistent with past practices. Each Material Improvement and each item of Material Personal Property is adequate for its present and intended uses and operation and neither of the Sellers has any intention to use or operate any Material Improvement or any item of Material Personal Property other than as presently used or operated. Each of the Sellers' respective Assets (including the each of the Sellers' respective interest in all leased assets) include all Material Assets required to operate the Business as presently conducted.
Title to Assets; Encumbrances; Condition. (a) Seller has good, valid and marketable title to all of the Assets free and clear of any and all Liens.
(b) Each of the improvements on the Xxxxxx Real Property and on the Goshen Real Property and each item of Personal Property is in good condition and repair, reasonable wear and tear excepted, and is usable in the ordinary course of business consistent with past practices. Each improvement on the Xxxxxx Real Property and on the Goshen Real Property and each item of Personal Property is adequate for its present and intended uses and operation and Seller has no intention to use or operate any such improvement or any item of Personal Property other than as presently used or operated. The Assets (including Seller's interest in all leased assets) together with the Xxxxxx Real Property (i) include all assets required to operate the Business; (ii) constitute all of the assets held for use or used in connection with the Business; and (iii) are adequate to conduct the Business as currently conducted.
Title to Assets; Encumbrances; Condition. Except as otherwise set forth this Agreement (including, without limitation as set forth on Schedule 4.8 or 4.9, Seller has good and valid title or leasehold interest to the Assets, in each case subject to no Encumbrances except for: (i) Encumbrances consisting of easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto that do not materially detract from the value of, or materially impair the use of, such property by Seller in the operation of the Business, (ii) Encumbrances for current Taxes, assessments or governmental charges or levies on property not yet due or delinquent, and (iii) required consents to the assignment of Assigned Contracts or software licenses that are disclosed on Schedule 4.4 (if the Purchaser elects to consummate the Closing notwithstanding such lack of consent) (Encumbrances of the type described in clauses (i), (ii), and (iii) and (iv) above are sometimes referred to in this Agreement as "Permitted Encumbrances"). Seller has furnished Purchaser with a fixed asset ledger which sets forth all fixed assets owned by Seller. Seller has no Knowledge of any defects in such Assets that would have a Material Adverse Effect on the Seller. The Assets are the only assets needed to operate the Business in the Ordinary Course of Business. Seller agrees that it shall clear all Encumbrances listed on Schedule 4.8 within fourteen (14) days after Closing.
Title to Assets; Encumbrances; Condition. (a) Each of the Sellers has good, valid and marketable (and, in the case of the Owned Real Property, insurable) title to all of its respective Assets free and clear of any and all Liens, except Permitted Liens. Schedule 3.08 contains true and complete copies (in all Material respects) of (i) Commitments to issue owner's title insurance policies for all of the Owned Real Property in the amounts indicated in each such Commitment, and (ii) all existing owner's title insurance policies. A survey of each parcel of the Owned Real Property has been delivered to Purchaser prior to the date hereof. Copies of all documents evidencing the Liens upon each of the Sellers' respective Assets are either contained in Schedule 3.08 or previously have been delivered to Purchaser.
Title to Assets; Encumbrances; Condition. Except as set forth in Schedule 4.8, Seller has good and valid title or leasehold interest to the Assets, in each case subject to no Encumbrances except for Encumbrances for current Taxes, assessments or governmental charges or levies on property not yet due or delinquent (Encumbrances of this type are sometimes referred to in this Agreement as "Permitted Encumbrances"). Seller has furnished Purchaser with a fixed asset ledger which sets forth all fixed assets owned by Seller.
Title to Assets; Encumbrances; Condition. Except for the Assumed ---------------------------------------- Liabilities and except as set forth in Schedule 3.04, Seller has good, valid and ------------- marketable title to its material Assets free and clear of any and all Liens.
Title to Assets; Encumbrances; Condition. Except as set forth ----------------------------------------- in Schedule 3.5 (a) attached Lydall has good, valid and marketable title to each of the Assets free and clear of all encumbrances of any kind except for (i) encumbrances consisting of easements, permits and other restrictions or limitations on the use of real property or other irregularities in title which do not materially detract from the value of, or impair the use of, such property by Lydall in the operation of the Xxxxxxxxx facility and (ii) encumbrances for current Taxes, and other assessments or governmental charges or levies on property not yet due and delinquent (encumbrances of the type described in clauses (i) and (ii) above are sometimes referred to as "Permitted Encumbrances. All of the Assets are located at Lydall's place of business in Covington, Tennessee. XXXXXXX FLEET ACKNOLEDGES THAT THE ASSETS ARE BEING SOLD ON AN "AS IS, WHERE IS" BASIS. OTHER THAN THE WARRANTY OF TITLE, ALL OTHER WARRANTIES OF ANY NATURE, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED AND EXCLUDED
