Title to Owned Property Sample Clauses

Title to Owned Property. PH has good and marketable title to all of the PH Personal Property and the PH Owned Real Property with respect to the PH Restaurants operated by PH, free and clear of any liens and encumbrances, except for (i) with respect to any Restaurant operated by PH, PH Personal Property disposed of prior to the Closing in the ordinary course of business of such PH Restaurant consistent with the past operations of PH and Section 7.1, below, (ii) certain fixtures, buildings and improvements located on the PH Leased Real Property which PH has the right to use pursuant to the PH Real Property Leases (or any of them), (iii) easements or other encumbrances which do not materially adversely affect the ownership or full use and enjoyment of the PH Owned Real Property, or the purposes for which it is currently used, and (iv) liens for taxes and assessments for the current period that are not yet due and payable. This representation does not constitute a representation by PH as to the title of PH's lessors of any PH Leased Real Property or PH Leased Equipment, nor does this representation constitute a representation of the condition of any of the PH Personal Property or the PH Owned Real Property or the PH Leased Real Property, which is sold or leased, as applicable, "AS IS, WHERE IS", with all faults, except as otherwise specifically provided in these representations and warranties and with respect to Critical Deficiencies.
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Title to Owned Property. NPC has good and marketable title to all of the NPC Personal Property and the NPC Owned Real Property with respect to the NPC Restaurants operated by NPC, free and clear of any liens and encumbrances, except for (i) with respect to any NPC Restaurant operated by NPC, NPC Personal Property disposed of prior to the Closing in the ordinary course of business of such NPC Restaurant consistent with the past operations of NPC and Section 7.1, below, (ii) certain fixtures, buildings and improvements located on the NPC Leased Real Property which NPC has the right to use pursuant to the NPC Real Property Leases (or any of them), (iii) easements or other encumbrances which do not materially adversely affect the ownership or full use and enjoyment of the NPC Owned Real Property, or the purposes for which it is currently used, and (iv) liens for taxes and assessments not yet due and payable. This representation does not constitute a representation by NPC as to the title of NPC's lessors of any NPC Leased Real Property or NPC Leased Equipment, nor does this representation constitute a representation of the condition of any of the NPC Personal Property or the NPC Owned Real Property or the NPC Leased Real Property, which is sold or leased, as applicable, "AS IS, WHERE IS", with all faults, except as otherwise specifically provided in these representations and warranties and with respect to Critical Deficiencies.
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Title to Owned Property. The Windrace Group has the right of possession, occupation or usage, as the case may be, and proper legal title to the land use rights and building ownership rights in respect of each Owned Property (including possession of the land use rights certificates and building ownerships certificates). Except as Disclosed, the Windrace Group is entitled to transfer, sell, mortgage or otherwise dispose of the Owned Property in accordance with the title documents and regulatory requirements. To the Founders’ knowledge, no third party has any occupancy rights or liens affecting the legal title of each Owned Property. The original land grant fee for any land use certificates and building ownership certificates in relation to each Owned Property was paid in full. Each Owned Property will, at Closing, be free from any Encumbrance. The current use of each Owned Property as described in Schedule 9 is in its permitted use. All consents have been obtained with respect to all development, alterations and improvements to such Owned Property and for the grant of the leases or licenses in relation to such Owned Property. Compliance is being made and has at all times been made in all material respects with all restrictions and obligations set forth in the land use rights certificates, building ownership certificates and all applicable Regulations with respect to each Owned Property.
Sample 1
Title to Owned Property. Seller has good and marketable title to all of the Personal Property and the Owned Real Property with respect to the Restaurants operated by Seller, free and clear of any liens and encumbrances, except for (i) Personal Property, with respect to any Restaurant operated by Seller, disposed of prior to the Closing in the ordinary course of business of such Restaurant consistent with the past operations of Seller and Section 4.1, below, (ii) certain fixtures, buildings and improvements located on the Leased Real Property which Seller has the right to use pursuant to the Real Property Leases (or any of them), (iii) easements or other encumbrances which do not materially adversely affect the full use and enjoyment of the Owned Real Property, or the purposes for which it is currently used, and (iv) liens for taxes and assessments not yet due and payable. This representation does not constitute a representation by Seller as to the title of Seller’s lessors of any Leased Real Property or Leased Equipment, nor does this representation constitute a representation of the condition of any of the Personal Property or the Owned Real Property or the Leased Real Property, which is sold or leased, as applicable, “AS IS, WHERE IS”, with all faults. Additionally, the Seller shall not be required to execute an “Owner’s Affidavit” to delete standard exceptions to an owner’s or mortgagee’s title policy.
Sample 1
Title to Owned Property. Buyer shall have received a title insurance policy covering the Owned Property in form and substance acceptable to Buyer and containing only such exceptions from coverage as are acceptable to Buyer in its sole discretion, and Buyer shall otherwise have determined that the title to, and condition of, the Owned Property is acceptable to Buyer in its sole discretion.
Sample 1
Title to Owned Property. In relation to each Property owned by any of the Target Companies: (a) The relevant Target Company has a good title and is solely legally and beneficially entitled to it; (b) The details of the title set out in Schedule 10 (Properties) are true and accurate; and (c) If the title is registered at a land registry, the Target Company is registered with the quality of title as reflected in the land registry and under the title number referred in Schedule 10 (Properties).
Sample 1

Related to Title to Owned Property

  • Title to Property The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(t) or such as would not have a Material Adverse Effect. Any real property and facilities held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as would not have a Material Adverse Effect.

  • Good Title to Property The Company and each of the Subsidiaries has good and valid title to all property (whether real or personal) described in the Registration Statement, the Disclosure Package and the Prospectus as being owned by each of them, in each case free and clear of all liens, claims, security interests, other encumbrances or defects except such as are described in the Registration Statement, the Disclosure Package and the Prospectus and those that would not, individually or in the aggregate materially and adversely affect the value of such property and do not materially and adversely interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries. All of the property described in the Registration Statement, the Disclosure Package and the Prospectus as being held under lease by the Company or a Subsidiary is held thereby under valid, subsisting and enforceable leases, without any liens, restrictions, encumbrances or claims, except those that, individually or in the aggregate, are not material and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries.

  • Title to Properties The Company does not own any real property. The Company has heretofore made available to Parent correct and complete copies of all leases, subleases and other agreements (collectively, the "Real Property Leases") under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property or facility (the "Leased Real Property"), including without limitation all modifications, amendments and supplements thereto. Except in each case where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 of the Company Disclosure Letter, (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free and clear of all Liens except liens of record and other permitted liens and each Real Property Lease is in full force and effect, (ii) all rent and other sums and charges due and payable by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part of the Company or any such Subsidiary or, to the Knowledge of the Company or any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright all of the personal property (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect, the plant, property and equipment of the Company and its Subsidiaries that are used in the operations of their businesses are in good operating condition and repair, subject to ordinary wear and tear, and, subject to normal maintenance, are available for use.

  • Owned Property We do not cover property damage to property owned by any insured or any other resident of any insured's household. This includes expenses and costs incurred by any insured or others to repair, replace, restore or maintain such property to prevent injury to a person or damage to property of others, whether on or away from an insured location.

  • Real Property; Title to Assets (a) Section 3.14(a) of the Company Disclosure Schedule sets forth a true and complete list of all real property owned by the Company or any of the Company Subsidiaries (collectively, the “Owned Real Property”). Except as would not have a Company Material Adverse Effect, the Company or a Subsidiary of the Company has good and valid fee title to each Owned Real Property, in each case free and clear of all Liens and defects in title, except for Permitted Liens. Neither the Company nor its Subsidiaries has granted, or is obligated under, any option, right of first offer, right of first refusal or similar contractual right to sell or dispose of the Owned Real Property or any portion thereof or interest therein. Neither the Company nor its Subsidiaries have leased or otherwise granted to any person the right to use or occupy any of the Owned Real Property or any portion thereof. (b) No member of the Company Group leases any real property, and no member of the Company Group is a party to any Contract to lease any real property or interest therein. (c) Except as would not have a Company Material Adverse Effect, (i) the Company Group has valid and subsisting ownership interests in all of the tangible personal property reflected in the Latest Balance Sheet as being owned by the Company Group or acquired after the date thereof (except tangible personal properties sold or otherwise disposed of since the date thereof in the ordinary course of business), free and clear of all Liens, other than Permitted Liens, and (ii) such tangible personal property is in good operating condition and repair (normal wear and tear excepted) and is adequate and suitable for the operation of the business of the Company Group, as currently conducted.

  • Title to the Property Borrower will warrant and defend the title to the Property, and the validity and priority of all Liens granted or otherwise given to Lender under the Loan Documents, subject only to Permitted Encumbrances, against the claims of all Persons.

  • Title to Property and Assets The Company owns its property and assets free and clear of all mortgages, liens, loans and encumbrances, except such encumbrances and liens which arise in the ordinary course of business and do not materially impair the Company's ownership or use of such property or assets. With respect to the property and assets it leases, the Company is in compliance with such leases and, to the best of its knowledge, holds a valid leasehold interest free of any liens, claims or encumbrances.

  • Title to Properties; Encumbrances The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule contains a complete and accurate list of all (A) the Assets that the Company purports to own, including all of the properties and assets reflected in the Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (i) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iii) liens for current taxes not yet due, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear excepted.

  • Title to Purchased Assets Seller owns and has good title to the Purchased Assets, free and clear of Encumbrances.

  • Title to Property and Encumbrances The Company has good and valid title to all properties and assets used in the conduct of its business (except for property held under valid and subsisting leases which are in full force and effect and which are not in default) free of all Liens except Permitted Liens and such ordinary and customary imperfections of title, restrictions and encumbrances as do not in the aggregate constitute a Company Material Adverse Effect.

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