Title to Personal Property and Related Matters. (a) Each Subsidiary has good and marketable title to and possession of all tangible and intangible personal property identified on such Subsidiary's Balance Sheet, free and clear of all Liens, except for Permitted Liens. (b) All of the tangible personal property owned or leased by the Subsidiaries is in good operating condition and repair (ordinary wear and tear excepted), is free from significant defects of workmanship or material and is usable and adequate for the operations of the business of the Subsidiaries, and requires no more repair, replacement and rehabilitation than is normal in the LLC's industry. All titles, leases and subleases pursuant to which any such property is owned or leased are valid, subsisting, binding and enforceable against the Subsidiaries, as applicable, in accordance with their respective terms, subject to applicable bankruptcy, insolvency, moratorium or other laws affecting the enforcement of creditors' rights generally, and the application of equitable principles (whether considered in a proceeding at law or in equity) and there are no existing breaches of a material provision thereof or defaults thereunder by the Subsidiaries, or to the Knowledge of the LLC any of the other parties thereto, or events that with notice or lapse of time or both would constitute defaults thereunder by the Subsidiaries, or to the Knowledge of the LLC any of the other parties thereto, and no party under any such contract, lease or sublease has given or received a written notice of termination thereunder.
Appears in 4 contracts
Samples: Membership Interest Contribution Agreement (Cornerstone Realty Income Trust Inc), Membership Interest Contribution Agreement (Cornerstone Realty Income Trust Inc), Membership Interest Contribution Agreement (Cornerstone Realty Income Trust Inc)
Title to Personal Property and Related Matters. (a) Each The Subsidiary has good and marketable title to and possession of all tangible and intangible personal property identified on such Subsidiary's Balance Sheet, free and clear of all Liens, except for Permitted Liens.
(b) All of the tangible personal property owned or leased by the Subsidiaries Subsidiary is in good operating condition and repair (ordinary wear and tear excepted), is free from significant defects of workmanship or material and is usable and adequate for the operations of the business of the SubsidiariesSubsidiary, and requires no more repair, replacement and rehabilitation than is normal in the LLC's industry. All titles, leases and subleases pursuant to which any such property is owned or leased are valid, subsisting, binding and enforceable against the SubsidiariesSubsidiary, as applicable, in accordance with their respective terms, subject to applicable bankruptcy, insolvency, moratorium or other laws affecting the enforcement of creditors' rights generally, and the application of equitable principles (whether considered in a proceeding at law or in equity) and there are no existing breaches of a material provision thereof or defaults thereunder by the SubsidiariesSubsidiary, or to the Knowledge of the LLC any of the other parties thereto, or events that with notice or lapse of time or both would constitute defaults thereunder by the SubsidiariesSubsidiary, or to the Knowledge of the LLC any of the other parties thereto, and no party under any such contract, lease or sublease has given or received a written notice of termination thereunder.
Appears in 4 contracts
Samples: Membership Interest Contribution Agreement (Cornerstone Realty Income Trust Inc), Membership Interest Contribution Agreement (Cornerstone Realty Income Trust Inc), Membership Interest Contribution Agreement (Cornerstone Realty Income Trust Inc)