Title to Assets other than Real Property. Each of Humboldt and its respective Subsidiaries has good and marketable title to or a valid leasehold interest in all properties and assets (other than real property which is the subject to Section 4.13), it owns or leases, free and clear of all mortgages, covenants, conditions, restrictions, easements, liens, security interests, charges, claims, assessments and encumbrances, except for: (a) rights of lessors, lessees or sublessees in such matters as are reflected in a written lease; (b) encumbrances as set forth in the Humboldt Financial Statements; (c) current Taxes (including assessments collected with Taxes) not yet due which have been fully reserved for; (d) encumbrances, if any, that are not substantial in character, amount or extent and do not detract materially from the value, or interfere with present use, or the ability of Humboldt or its Subsidiary to sell or otherwise dispose of the property subject thereto or affected thereby; and (e) other matters as described in Schedule 4.12. Materially all such properties and assets are, and require only routine maintenance to keep them, in good working condition, normal wear and tear excepted.
Title to Assets other than Real Property. The Corporation is the ---------------------------------------- absolute beneficial owner of, and has good and marketable title, free of all Charges, to all of its properties and assets (other than the Real Property) except for the Charges referred to in Schedule I.
Title to Assets other than Real Property. Except as disclosed in the Disclosure Schedule and other than Permitted Liens, the Bank has good and valid title to all its properties and assets reflected in the Financial Statements, except such personal property which has been disposed of in the ordinary course of business and, other than real property which is the subject of Section 4.14, such properties and assets are owned or leased by the Bank, free and clear of all Liens. To the Knowledge of Seller, substantially all of the Bank's buildings and equipment in regular use have been well maintained and are in good and serviceable condition, reasonable wear and tear excepted.
Title to Assets other than Real Property. GLOBAL and its Subsidiaries have good and marketable title to all their properties and assets (other than real property which is the subject to Section 3.13), owned or leased by GLOBAL or any of its Subsidiaries, free and clear of all mortgages, liens, encumbrances, pledges or charges of any kind or nature except as disclosed on Schedule 3.12 and except for: (a) encumbrances as set forth in the GLOBAL Financial Statements; (b) liens for current Taxes not yet due which have been fully reserved for; and (c) encumbrances, if any, that are not substantial in character, amount or extent and do not detract materially from the value, or interfere with present use or the sale or other disposition of the property subject thereto or affected thereby. All such properties and assets are, and require only routine maintenance to keep them, in good working condition, normal wear and tear excepted.
Title to Assets other than Real Property. (a) The Seller has good and valid title to or, in the case of leased properties, a valid leasehold interest in, all the Assets other than the Real Property, including all of such Assets reflected on the
Title to Assets other than Real Property. BMC has good and marketable title to or a valid leasehold interest in all properties and assets (other than real property which is the subject to Section 3.13), it owns or leases, free and clear of all mortgages, covenants, conditions, restrictions, easements, liens, security interests, charges, claims, assessments and encumbrances, except for: (a) rights of lessors, lessees or sublessees in such matters as are reflected in a written lease; (b) encumbrances as set forth in the BMC Financial Statements; (c) current Taxes (including assessments collected with Taxes) not yet due which have been fully reserved for; (d) encumbrances, if any, that are not in excess of $25,000; and (e) other matters as described in Schedule 3.12. All such properties and assets are, and require only routine maintenance to keep them, in good working condition, normal wear and tear excepted. All properties used in BMC’s operations are reflected in the BMC Financial Statements to the extent GAAP requires the same to be reflected.
Title to Assets other than Real Property. The Mexican Companies have good and marketable title to all assets reflected as owned by the Mexican Companies on the March Balance Sheet or thereafter acquired, including the furniture, fixtures, machinery and equipment listed on Schedule 2.11, except those sold or otherwise disposed of since the date of the March Balance Sheet, in the Ordinary Course, in each case free and clear of all Liens except (a) such as are disclosed on Schedule 2.8, (b) mechanics', carriers, workmen's, repairmen's or other like Liens arising or incurred in the Ordinary Course for monies not yet due and payable or being disputed in good faith, (c) Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the Ordinary Course, and (d) other imperfections of title restrictions or encumbrances, if any, which Liens, imperfections of title, restrictions or other encumbrances do not, individually or in the aggregate, materially impair the continued use and operation of or materially detract from the value of the specific assets to which they relate (the Liens hereinabove described are hereinafter referred to collectively as "Permitted Liens"). This Section 2.8 does not relate to real property or interests in real property, such items being the subject of Section 2.9, or to intellectual property, which is the subject of Section 2.10.
Title to Assets other than Real Property. The Company and its Subsidiaries shall have title to all of the Assets consisting of tangible and intangible personal property which are necessary or required for the conduct of the Business, in each case free and clear of any and all Encumbrances, except Permitted Encumbrances.
Title to Assets other than Real Property. Except as disclosed in Schedule 4.12 of the Xxxxxxx International Disclosure Schedule and other than Permitted Liens, XXXXXXX BANK has good and valid title to all its properties and assets reflected in the Financial Statements, except such personal property which has been disposed of in the ordinary course of business and, other than real property which is the subject of Section 4.13, such properties and assets are owned or leased by XXXXXXX BANK, free and clear of all mortgages, liens, encumbrances, pledges or charges of any kind or nature. To the Knowledge of XXXXXXX BANK and XXXXXXX INTERNATIONAL, substantially all of XXXXXXX BANK's buildings and equipment in regular use have been well maintained and are in good and serviceable condition, reasonable wear and tear excepted.
Title to Assets other than Real Property. Each of Auburn and its respective Subsidiaries has good and marketable title to or a valid leasehold interest in all properties and assets (other than real property which is the subject to Section 3.13), it owns or leases, free and clear of all mortgages, covenants, conditions, restrictions, easements, liens, security interests, charges, claims, assessments and encumbrances, except for: (a) rights of lessors, lessees or sublessees in such matters as are reflected in a written lease; (b) encumbrances as set forth in the Auburn Financial Statements; (c) current Taxes (including assessments collected with Taxes) not yet due which have been fully reserved for; (d) encumbrances, if any, that are not individually in excess of $25,000; and (e) other matters as described in Schedule 3.12. Materially all such properties and assets are, and require only routine maintenance to keep them, in good working condition, normal wear and tear excepted. All properties used in Auburn’s operations are reflected in the Auburn Financial Statements to the extent GAAP requires the same to be reflected.
