Title to Assets; Leases. (a) Except as described in Section 2.17(a) of the Company Disclosure Schedule, the Company and each of its Subsidiaries has good and marketable title to or the legal right to use all of their real or personal properties (whether owned or leased) and assets, free and clear of all Liens.
(b) Section 2.17(b) of the Company Disclosure Schedule contains a list of all of the real property and interests in real property owned by the Company or any of its Subsidiaries and all leases of real property to which the Company or any Subsidiary is a party or by which any of them holds a leasehold interest (collectively, "Real Property"). Except as set forth in Section 2.17(b) of the Company Disclosure Schedule, (i) each Real Property lease to which the Company or any of its Subsidiaries is a party is in full force and effect in accordance with its terms, (ii) all rents and additional rents due to date from the Company or a Subsidiary on each such lease have been paid, (iii) neither the Company nor any Subsidiary has received written notice that it is in material default thereunder, and (iv) there exists no default by the Company or any Subsidiary under such lease. There are no leases, subleases, licenses, concessions or any other agreements or commitments to which the Company or a Subsidiary is a party granting to any Person other than the Company or a Subsidiary any right to possession, use occupancy or enjoyment of any of the Real Property or any portion thereof. None of the Company nor any of its Subsidiaries is obligated under or bound by any option, right or first refusal, purchase Contract, or other Contract to sell or otherwise dispose of any Real Property or any other interest in any Real Property.
Title to Assets; Leases. Except for the Frankfort First Existing Liens, Liens for current taxes not yet due and payable, pledges to secure deposits and such imperfections of title, easements and other encumbrances, if any, as do not materially detract from the value of or substantially interfere with the present use of the property affected thereby, Frankfort First owns good and marketable title to the assets and properties which it owns or purports to own, free and clear of any and all Liens. There is not, under any leases pursuant to which Frankfort First or the Bank leases from others real or personal property, any default by Frankfort First, the Bank or, to the best of Frankfort First’s Knowledge, any other party thereto, or any event which with notice or lapse of time or both would constitute such a default in each case which would have a Material Adverse Effect on Frankfort First.
Title to Assets; Leases. Except for the First Federal Existing Liens, Liens for current taxes not yet due and payable, pledges to secure deposits and such imperfections of title, easements and other encumbrances, if any, as do not materially detract from the value of or substantially interfere with the present use of the property affected thereby, First Federal owns good and marketable title to the assets and properties which it owns or purports to own, free and clear of any and all Liens. There is not, under any leases pursuant to which First Federal or a First Federal Subsidiary leases from others real or personal property, any default by First Federal, any First Federal Subsidiary or, to the best of First Federal’s Knowledge, any other party thereto, or any event which with notice or lapse of time or both would constitute such a default in each case which would have a Material Adverse Effect on First Federal.
Title to Assets; Leases. (a) Except as described in Section 2.19 of the Company Disclosure Schedule, the Company owns no real property. Section 2.19 of the Company Disclosure Schedule sets forth a true and complete list of all real property leased by the Company and the aggregate monthly rental or other fee payable under such lease. The Company has good and marketable title to all of their respective properties and assets, free and clear of all Liens, charges and encumbrances, except Liens for Taxes (as defined below) 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. All leases pursuant to which the Company leases real or personal property from others are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing material default or event of material default (or event which with notice or lapse of time, or both, would constitute a material default and in respect of which the Company has not taken adequate steps to prevent such a default from occurring or to cure such default) by the Company or, to the Company's Knowledge, any third party.
(b) The Company has good and marketable title to or a valid leasehold interest in all of the properties and assets that are necessary to the conduct of the business of the Company as it is currently being conducted, including all of the properties and assets reflected in the Company Balance Sheet, other than any such properties or assets that have been sold or otherwise disposed of in the ordinary course of business since February 28, 2002.
(c) The buildings, plants, structures, and equipment of the Company are structurally sound, are in good operating condition and repair in all material respects, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, or equipment is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The building, plants, structures, and equipment of the Company are sufficient for the continued conduct of the Company's business after the Closing in substantially the same manner as conducted prior to the Closing.
Title to Assets; Leases. Prior to, upon and immediately after the Closing, each of the Seller and its Subsidiaries owns or has the right to use all of the Assets necessary for the Business as currently conducted, the absence of which would have a Material Adverse Effect. Prior to, upon and immediately after the Closing, each of the Seller and its Subsidiaries enjoys peaceful and undisturbed possession of all leases of real property on which facilities operated by it are situated and all leases of other Property used in its Business, and all such leases are valid and in full force and effect, in each case the absence of which would have a Material Adverse Effect.
Title to Assets; Leases. (a) Except for (i) liens and encumbrances specifically disclosed in any of the Company Financial Statements referred to in Section 3.5 hereof, (ii) landlords' or statutory liens or other liens incurred in the ordinary course of business and not securing indebtedness for borrowed money and not yet delinquent, and (iii) liens and encumbrances which are not material in amount and do not materially impair the value of any property subject thereto or the use of such property for the purposes for which it is presently used or intended to be used, the Company, Mid-Iowa and each Company Subsidiary has good and marketable title, free and clear of all security interests, encumbrances, trust agreements, liens or other adverse claims, to all its assets and property, real and personal, reflected in the Company Financial Statements referred to in Section 3.5 hereof or acquired thereafter, which includes all property and assets used by the Company, Mid-Iowa and each Company Subsidiary that are material to the conduct of their respective businesses, except for assets and property disposed of in the ordinary course of business after September 30, 1997.
(b) The Company, Mid-Iowa and each Company Subsidiary as lessee has the right under valid and existing leases to occupy, use, and possess all property leased by it in all material respects as presently occupied, used, and possessed by the Company, Mid-Iowa or any Company Subsidiary and such leases will not terminate or lapse prior to the Effective Time or be affected in any material respect by consummation of the transactions contemplated hereby. Schedule 3.20(b) contains an accurate listing of each lease pursuant to which the Company, Mid-Iowa or any Company Subsidiary acts as lessor or lessee, including the expiration date and the terms of any renewal options which relate to the same, as well as a listing of each material real property owned by the Company, Mid-Iowa or any Company Subsidiary and used in the conduct of its respective business.
(c) All material real and personal property owned by the Company, Mid-Iowa or any Company Subsidiary or presently used by any of them are in an adequate condition (ordinary wear and tear excepted) and are in all material respects sufficient to carry on the business of the Company, Mid-Iowa and each Company Subsidiary in the manner conducted currently by them.
Title to Assets; Leases. (a) Neither the Company nor any of its Subsidiaries owns any real property. As of the date hereof, Section 3.16(a) of the Company Disclosure Letter sets forth a true and complete list of all leases for real property and interests in real property leased by the Company or any of its Subsidiaries (individually, a "Leased Property") and identifies any material reciprocal easement or operating agreement relating thereto; true and complete copies of all such leases and agreements have been made available to Parent by the Company. Each of the Company and its Subsidiaries has good and marketable title to, or valid leasehold interests in, all its Leased Properties and other assets, except for (i) such as are no longer used or useful in the conduct of its business or as have been disposed of in the ordinary course of business consistent with past practice and (ii) defects in title, easements, restrictive covenants and similar encumbrances that individually or in the aggregate have not had and is not reasonably likely to have a Material Adverse Effect. All such Leased Properties and other assets are free and clear of all Liens other than Permitted Liens (except in the case of a Leased Property for any Liens created by the owner of such Leased Property).
(b) Each of the Company and its Subsidiaries has complied in all material respects with the terms of all leases of the Leased Properties to which it is a party and under which it is in occupancy, and all such leases are in full force and effect.
(c) Section 3.16(c) of the Company Disclosure Letter sets forth the location, type and size of all proposed new stores that the Company expects to open within 60 days of the date hereof.
(d) This Section 3.16 does not relate to any matters with respect to intellectual property, which are addressed in Section 3.17.
Title to Assets; Leases. (a) Section 3.11(a) of the Company Disclosure Schedule sets forth the tangible properties and assets, real, personal and mixed, used and/or held for use in the conduct of the business of the Company with an individual value of more than $200,000. The Company has good title to all of their material real or personal properties (whether owned or leased), free and clear of all Liens other than Permitted Liens.
(b) The Company does not own any real property or interest therein. Section 3.11(b) of the Company Disclosure Schedule contains a list of all leases of real property to which the Company is a party or by which any of them holds a leasehold interest (collectively, “Real Property”), and a true and correct copy of each such lease has been provided to Parent. Each Real Property lease to which the Company is a party is in full force and effect in accordance with its terms. All rents and additional rents due to date from the Company on each such lease have been paid. The Company has not received written notice that it is in material default thereunder. There exists no default by the Company under such lease, except for defaults that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. There are no leases, subleases, licenses, concessions or any other Contracts to which the Company is a party granting to any Person other than the Company any right to possession, use occupancy or enjoyment of any of the Real Property or any portion thereof. The Company is not obligated under or bound by any option, right or first refusal, purchase Contract, or other Contract to sell or otherwise dispose of any Real Property or any other interest in any Real Property.
Title to Assets; Leases. The Company owns and leases no real property except for its leases of office facilities described on Schedule 4.13. Except as disclosed on Schedule 4.13, the Company enjoys peaceful and undisturbed possession, and is in compliance with the terms, of such leases and of all leases of personal property, except where failure to enjoy such possession or such noncompliance would not have a material adverse effect upon the business, assets, prospects or financial condition of the Company and all such leases are valid and in full force and effect.
Title to Assets; Leases. Except for the FMS Existing Liens, which are listed in the FMS Disclosure Schedule, Liens for current taxes not yet due and payable, pledges to secure deposits and such imperfections of title, easements and other encumbrances, if any, as do not materially detract from the value of or substantially interfere with the present use of the property affected thereby, FMS owns good and, with respect to real property, marketable title to the assets and properties which it owns or purports to own, free and clear of any and all Liens. There is not, under any leases pursuant to which FMS or FMB leases from others real or personal property, any default by FMS, FMB or, to the best of FMS’s Knowledge, any other party thereto, or any event which with notice or lapse of time or both would constitute such a default in each case which would have a Material Adverse Effect on FMS.
