Title to Assets; Liens. Unless specifically licensed or leased to the Company, title to the assets of the Company, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Company as an entity, and no Members, individually or collectively, shall have any ownership interest in such assets or any portion thereof or any right of partition. The Company shall be permitted to create, incur, assume or permit to exist Liens on any assets (including Equity Interests or other securities of any Person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof.
Title to Assets; Liens. The Loan Parties have title in fee simple to, or a valid leasehold or easement interest in, all their material real property, taken as a whole, and good and marketable title to, or a valid leasehold or easement interest in, all their other material property, taken as a whole, and none of such property is subject to any Lien except Permitted Liens.
Title to Assets; Liens. Borrower and Bank each have good and marketable title to all its respective properties and assets reflected on the financial statements referred to herein, except for (i) such assets as have been disposed of since said date as no longer used or useful in the conduct of business and (ii) items which have been amortized in accordance with GAAP applied on a consistent basis. There are no liens or any assets of the Borrower, the Bank or any other Subsidiaries other than as set forth in Section 6.2 hereof or as disclosed on Exhibit E.
Title to Assets; Liens. The Company has good title to all the properties and assets reflected in the Balance Sheet and all assets purchased by the Company since the Balance Sheet Date free and clear of all Liens (other than Permitted Liens). At the time of the Closing, the assets of the Company, taken together with the rights and benefits to Buyer arising under the Related Agreements, shall be adequate in all material respects to allow Buyer at such time to conduct the Business substantially as it is currently being conducted.
Title to Assets; Liens. The Borrower and its Restricted Subsidiaries have good and marketable title to, or a valid leasehold or easement interest in, all their other material property, taken as a whole, except for minor defects in title that do not interfere with their ability to conduct their business as currently conducted or as proposed to be conducted or to utilize such properties for their intended purposes, in each case, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and none of such property is subject to any Lien except Liens permitted under Section 6.2.
Title to Assets; Liens. Except as set forth on Schedule 2.18, the Company owns outright and has good, valid and marketable title to all of its assets and properties of every nature whatsoever, including Proprietary Rights and Personal Property, used in the business, including, without limitation, all of the assets and properties reflected in the Financial Statements, free and clear of any Lien, except for (i) assets and properties disposed of, or subject to purchase or sales orders, in the ordinary course of business consistent with past practice since the Current Balance Sheet Date or (ii) liens or other encumbrances securing the claims of materialmen, carriers, landlords and like persons, all of which are not yet due and payable. There are no developments affecting any of such properties or assets pending or, to the best knowledge of the Company, threatened, that might materially detract from the value of such property or assets, materially interfere with any present or intended use of any such property or assets or materially and adversely affect the marketability of such properties or assets.
Title to Assets; Liens. Except for Permitted Liens, all of the Assets of the Loan Parties are free from all Liens of any nature whatsoever. Except for Permitted Liens, the Loan Parties have good and sufficient title to all of their respective Assets reflected in their books and records as being owned by them or their nominee. Neither this Agreement, nor any of the other Loan Documents, nor any transaction contemplated under any such agreement will affect any right, title, or interest of any Loan Party in and to any of the Assets of any Loan Party in a manner that could reasonably be expected to have a Material Adverse Effect on the Loan Parties, taken as a whole.
Title to Assets; Liens. (a) Sellers have good and valid title to all of the Assets (other than the Owned Real Property and the fee interest in the Real Property subject to the Real Property Leases) and Sellers have a valid leasehold interest in the Real Property covered by the Real Property Leases, and the Assets are held free and clear of any Liens (other than Permitted Liens) and Liens that will be released at the Closing. The delivery to Buyers of the Xxxx of Sale and other instruments of assignment, conveyance and transfer pursuant to this Agreement and the Ancillary Agreements will transfer to Buyers good and valid title to or a valid leasehold interest in all of the Assets, free and clear of any Liens (other than Permitted Liens).
(b) Except as set forth on Schedule 3.9(b), (i) all buildings, improvements (including building foundations and other structural aspects, HVAC systems, refrigeration equipment, plumbing, sewer lines, canopies, roofs and parking areas), Inventory, machinery, equipment (including any car wash equipment), and other tangible assets included as part of the Assets, whether owned or leased, comprise all of the material tangible assets and (ii) all Real Property, Assumed Contracts, Material Intellectual Property, Documents and other assets included as part of the Assets whether owned, leased or licensed, comprise all other material assets, in the case of each of clauses (i) and (ii), used in or related to the Business and necessary to permit Buyers to conduct the Business following the Closing in substantially the same manner as conducted by Sellers prior to the Signing Date, assuming that Buyers enter into each of the Ancillary Agreements and have the benefits thereof. All such assets are suitable for the purposes for which they are being used and for which they will be used as of the Closing Date, and are in good operating condition and repair, ordinary wear and tear and the effects of any Casualty Event and Condemnation Action that occurs between the Signing Date and the Closing Date excepted. All such assets are free from patent material defects and, to the Knowledge of Sellers, latent material defects, asbestos-containing materials and lead. Except as otherwise disclosed in Schedule 3.9(b), the Assets are not the subject of any material dispute with any Governmental Entity or third Person and are available for immediate use in the Business as currently conducted. Except as set forth on Schedule 3.9(b), no Asset or equipment provided or supplied by a ...
Title to Assets; Liens. Except for Permitted Liens, all of the Assets of Borrower and its Subsidiaries are free from all Liens of any nature whatsoever. Except for Permitted Liens, Borrower and its Subsidiaries have good and sufficient title to all of their respective Assets reflected in their books and records as being owned by them or their nominee. Neither this Agreement, nor any of the other Loan Documents, nor any transaction contemplated under any such agreement will affect any right, title, or interest of Borrower or any of its Subsidiaries in and to any of the Assets of Borrower or any of its Subsidiaries in a manner that reasonably could be expected to have a Material Adverse Effect on Borrower or any of its Subsidiaries.
Title to Assets; Liens. Except for Permitted Liens, all of the Assets held by the Borrower and its Subsidiaries are free from all Liens of any nature whatsoever. Except for Permitted Liens, the Borrower and its Subsidiaries have good and sufficient title to all of the Assets held by the Borrower and its Subsidiaries.
