Title to Assets other than Real Property. Each of Tehama 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 Tehama 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 Tehama or its Subsidiary to sell or otherwise dispose of the property subject thereto or affected thereby; 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.
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. The District has good and marketable title to its Equipment and assets, including, without limitation, the Hospital Business, reflected on the Financial Statements or acquired since the date of such Financial Statements (other than properties and assets disposed of in the ordinary course of business consistent with past practices since the date of the most recent Financial Statements), including, without limitation, the interests in the Ventures as set forth on Schedule 1.2, and all such properties and assets are free and clear of any and all Encumbrances (including, without limitation, with respect to any of the Ventures, any current obligation to make any additional investment (in the form of a loan, capitalization or otherwise)) other than the Permitted Encumbrances; provided that the liens and other Encumbrances associated with the Long Term Indebtedness will be released effective as of the Closing Date and shall not be deemed Permitted Encumbrances on or following the Closing. Other than the interests in the Ventures as set forth on Schedule 1.2 and any Investments, the District does not own, directly or indirectly, beneficially or of record, or has any operational control over or any obligation to acquire, any membership interest or other equity interests (or any securities or other rights convertible or exchangeable into membership or other equity interests) of any Person, nor does the District have any direct or indirect equity or ownership interest or investment, or any obligation to incur such investment (in the form of a loan, capitalization or otherwise), in any Person. There is no pending or, to the Knowledge of the District, currently contemplated capital call or similar obligation with respect to any of the Ventures and, to the Knowledge of the District, there are no claims or other Liabilities of any of the Ventures which could reasonably be expected to result in any such capital call or similar obligation as of the date hereof. Each item of equipment that has a replacement value of at least Fifty Thousand Dollars ($50,000) has been maintained and operated in compliance in all material respects with all original equipment manufacturer’s specifications and procedures and is otherwise in good working order and repair. Schedule 6.8 sets forth a true, correct and complete listing, as of December 31, 2014, of all of the personal property of the District used in the operation of the Hospital Business.
Title to Assets other than Real Property. The Asian Companies have good and marketable title to all assets reflected as owned by the Asian Companies on the March Balance Sheet or thereafter acquired, including the furniture, fixtures, machinery and equipment listed on Schedule 2.14, 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 2.11, (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, (d) Liens for Taxes which are not due and payable or which may thereafter be paid without penalty, and (e) 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 2.11 does not relate to real property or interests in real property, such items being the subject of Section 2.12, or to intellectual property, which is the subject of Section 2.13.
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. Granite, LLC has good and marketable title to all its properties and assets as set forth in Schedule 3.11 (other than real property which is the subject to Section 3.12), owned or leased by Granite, LLC, 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 Granite, LLC 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. 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. 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. 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.
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
