Title to Assets; No Liens. Borrower has good, indefeasible and merchantable title to the Property owned or leased by it, and all such Property is free and clear of all Liens, except Permitted Liens and Liens permitted by Section 8.01(b).
Title to Assets; No Liens. Borrower has good and indefeasible title to the Property, free and clear of all liens and encumbrances except Permitted Liens.
Title to Assets; No Liens. The Borrower and each Guarantor have good and marketable title to all of their properties and assets, subject only to the Liens permitted by Section 5.02(a) of this Agreement.
Title to Assets; No Liens. Asterias holds title to the OrthoCyte Shares and Cell Cure Interests free and clear of all security interests and other monetary liens and encumbrances, and has not entered into any contract or agreement to transfer, sell, or assign, or granting to any third party any right or option to purchase, any of the OrthoCyte Shares or Cell Cure Interests.
Title to Assets; No Liens. Borrower has good, indefeasible and merchantable title to all Properties owned or leased by it, including, without limitation, any Unencumbered Pool Properties owned or leased by Borrower, and each of the Unencumbered Pool Properties is free and clear of all Liens, except Permitted Liens.
Title to Assets; No Liens. Maker has good and, in the case of real property, marketable, title to, or a valid leasehold interest in or license to, all of its properties and assets, real and personal, tangible and intangible, of any nature whatsoever, free and clear of all liens, charges and claims.
Title to Assets; No Liens. Each Local Loan Party has good, marketable and indefeasible fee title to the applicable Collateral, free and clear of all Liens, except for Permitted Encumbrances. All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid by any Person under applicable Legal Requirements in connection with the transfer of the Property have been paid when due except such taxes, if any, as are being contested in good faith by appropriate proceedings and for which adequate reserves are maintained in accordance with GAAP, and subject to such valid extensions of the filing and/or due date thereof as such Borrower shall have obtained. No such taxes are currently being so contested. The Security Instrument, when properly recorded in the appropriate records, together with any UCC Financing Statements required to be filed in connection therewith, will create (a) a valid, perfected, first priority lien on Borrower’s interest in the Collateral, and (b) valid and perfected first priority security interests in and to, and perfected collateral assignments of, all personalty of Borrower (including the Leases), all in accordance with the terms thereof, in each case subject only to any Liens approved by Lender, and in each case excluding motor vehicles and deposit accounts and securities accounts (other than the Blocked Account). All mortgage, recording, stamp, intangible or other similar taxes required to be paid by any Person under applicable Legal Requirements in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents have been or will be paid. Each Borrower owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property necessary to its business as currently conducted, and the use thereof by each Borrower does not infringe in any material respect upon the rights of any other Person, and each Borrower’s rights thereto are not subject to any licensing agreement or similar arrangement other than pursuant to the WANA License and the Cookies License. No Local Loan Party has entered into or granted any security agreements, or permitted the filing or attachment of any security interests on or affecting any of their respective assets, including the Collateral, directly or indirectly that would have priority or in any way be superior to Lender’s security interests and rights in and to the Collateral. No Local Loan Pa...
Title to Assets; No Liens. Borrower has good, indefeasible and merchantable title to the Collateral and to all other properties and assets owned by Borrower, and all of the Collateral is free and clear of all Liens, except for any Liens permitted by Lender. (o)
Title to Assets; No Liens. Each UPP Subpartnership has good, indefeasible and merchantable title to the Properties owned or leased by it and each of the Unencumbered Pool Properties owned by any UPP Subpartnership is free and clear of all Liens, except Permitted Liens.
Title to Assets; No Liens. Mortgage Borrower has good and indefeasible title to the Property, free and clear of all liens and encumbrances except Permitted Liens. The Permitted Liens do not and will not materially adversely affect or interfere with the value, or materially adversely affect or interfere with the current use or operation, of the Property or the ability of Borrower to repay the Note or any other amount owing under the Note, the Pledge Agreement, the Loan Agreement, or the other Loan Documents or to perform its obligations thereunder in accordance with the terms of the Loan Agreement, the Note, the Pledge Agreement or the other Loan Documents. Other than Mortgage Lender, no Person other than Mortgage Borrower holds any interest in any payments due under such Leases. Borrower shall cause Mortgage Borrower to forever warrant, defend and preserve the title to the Property and to forever warrant and defend the same to Lender against the claims of all persons whomsoever, subject to Permitted Liens. Borrower is the record and beneficial owner of, and has good and indefeasible title to, the Collateral, free and clear of all Liens whatsoever, other than that Lien in favor of Lender. The Pledge Agreement, together with the UCC Financing Statements relating to the Collateral when properly filed in the appropriate records, will create a valid, perfected first priority security interests in and to the Collateral, all in accordance with the terms thereof for which a Lien can be perfected by filing a UCC Financing Statement. For so long as the Lien of the Pledge Agreement is outstanding, Borrower shall forever warrant, defend and preserve such title and the validity and priority of the Lien of the Pledge Agreement and shall forever warrant and defend such title, validity and priority to Lender against the claims of all persons whomsoever.
