Title to Properties; Absence of Liens. Borrower has good and clear record and marketable title to all of its properties and assets, and all of its properties and assets are free and clear of all mortgages, liens, pledges, charges, encumbrances and setoffs, except those mortgages, deeds of trust, leases of personal property and security interests previously specifically consented to in writing by the Bank.
Title to Properties; Absence of Liens. (a) Section 4.14(a) of the Parent Disclosure Schedule sets forth a true and complete list of each parcel of real property currently owned or ground leased by Parent or any Parent, together with the applicable Parent Subsidiary owning or leasing such property. Except as would not reasonably be expected to be material to Parent and the Parent Subsidiaries, taken as a whole, Parent or a Parent Subsidiary has good, marketable and insurable indefeasible fee simple title or valid leasehold interest to each of the owned Parent Properties, free and clear of Liens, except for Permitted Liens. Except as would not reasonably be expected to have a Parent Material Adverse Effect, (i) neither Parent nor any Parent Subsidiary has received written notice of any uncured violation of any Law affecting any portion of any of the Parent Properties issued by any Governmental Entity and (ii) neither Parent nor any Parent Subsidiary has received written notice to the effect that there is any (A) condemnation or rezoning proceeding that is pending or, to the knowledge of Parent, threatened with respect to any of the Parent Properties or (B) zoning, building or similar Law that is or will be violated by the continued maintenance, operation or use of any buildings or other improvements on any of Parent Properties or by the continued maintenance, operation or use of the parking areas associated with the Parent Properties.
(b) Parent has not received written notice of, nor does Parent have any knowledge of, any latent defects or adverse physical conditions affecting any of Parent Properties or the improvements thereon, except as has not had and would not reasonably be expected to have a Parent Material Adverse Effect.
(c) Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect (i) Parent and the Parent Subsidiaries have good title to, or a valid and enforceable leasehold interest in, all personal assets owned, used or held for use by them and (ii) neither Parent’s nor the Parent Subsidiaries’ ownership of any such personal property is subject to any Liens, other than Permitted Liens.
Title to Properties; Absence of Liens. Except as disclosed on ------------------------------------- Schedule 4.2(h), SNAP has good title to (or, in the case of real estate or --------------- equipment leases, a valid lease to) all of its properties, assets and other rights, free and clear of all Liens except for Permitted Liens and such assets will enable Xenon 2 to conduct the business of SNAP after the Effective Time in substantially the same manner as it is currently being conducted.
Title to Properties; Absence of Liens. The Company has good and marketable title to all of their respective assets and properties, whether real, personal or fixed, free and clear of all Liens, except for Liens for Taxes not yet due and payable or which the Company is contesting in good faith and for which adequate reserves have been established.
Title to Properties; Absence of Liens. The Borrower has good and marketable title to all of its properties, assets and rights of every name and nature now purported to be owned by it, which properties, assets and rights include all those necessary to permit the Borrower to conduct its business as such business was conducted on the date of the Initial Financial Statement, free from all liens, charges and encumbrances whatsoever except for insubstantial and immaterial defects in title and liens, charges or encumbrances permitted under Section 5.6.
Title to Properties; Absence of Liens. UBID has (i) good and marketable title free and clear of any and all liens and encumbrances of any kind in and to all of its assets and properties, excluding immaterial matters and (ii) sufficient rights to all of their respective assets and properties to permit them to carry on their business as currently contemplated, whether real, personal or fixed, free and clear of all Liens, in each case, except (a) for Liens set forth on Schedule 3.8, (b) for Liens for Taxes not yet due and payable or which UBID is contesting in good faith and for which adequate reserves have been established, (c) for such properties and assets as may have been sold since the date hereof in the ordinary course of business, and (d) for Liens not securing debt that do not materially detract from the value or materially interfere with the use of the property subject thereto (collectively, “Permitted Liens”).
Title to Properties; Absence of Liens. As of the date of this Agreement, each of the Borrowers and its Subsidiaries has good and marketable title to all of its respective properties, assets and rights of every name and nature now purported to be owned by it, including, without limitation, the properties, assets and rights reflected in the Year-End Financial Statement, in each case free from all liens, charges and encumbrances whatsoever except for insubstantial defects in title which do not materially detract from the value or impair the use of the affected properties and liens, charges or encumbrances permitted under Section 5.7 hereof, and as of the date of this Agreement its Obligations under the Loan Documents rank at least pari passu as to the right of repayment with all its other Indebtedness for borrowed money except as set forth on Exhibit B attached hereto. The rights, properties and other assets presently owned, leased or licensed by any of the Borrowers or any of their respective Subsidiaries and described elsewhere in this Agreement include all rights, properties and other assets necessary to permit the Borrowers and their respective Subsidiaries to conduct their respective businesses in all material respects in the same manner as such businesses are being conducted on the date of this Agreement.
Title to Properties; Absence of Liens. Borrower has good and clear record and marketable title to all of its properties and assets, and all of its properties and assets including the Collateral are free and clear of all mortgages, liens, pledges, charges, encumbrances, setoffs, except (a) the mortgages and security interests as set forth on Schedule 3.4a if any, and (b) the leases of personal property as set forth on Schedule 3.4b, if any.
Title to Properties; Absence of Liens. (a) Section 3.14(a) of the Company Disclosure Letter sets forth a true and complete list of all real property owned by the Company or any Company Subsidiary, and includes the address of the property and the current book value of the property (the “Owned Real Property”). The Company or a Company Subsidiary has good and marketable title to the Owned Real Property, in each case free and clear of all Liens.
(b) Section 3.14(b) of the Company Disclosure Letter sets forth a true and complete list of all real property leased to or by the Company or any Company Subsidiary or in which any of them has an interest (collectively, the “Leased Real Property”), and includes the address of the property, the name and address of the parties to all leases, the expiration date of all leases, the monthly rent as of the date of this Agreement paid under all leases and any additional monies currently payable under each lease. The Company or one of the Company Subsidiaries has a valid leasehold interest in all Leased Real Property leased by the Company or any Company Subsidiary free and clear of all Liens except Permitted Liens.
(c) With respect to the Leased Real Property of the Company and Company Subsidiaries, (i) each of the agreements by which the Company or any Company Subsidiary has obtained a leasehold interest in such Leased Real Property leased by the Company or any Company Subsidiary (each, a “Lease”) is in full force and effect in accordance with its respective terms and the Company or a Company Subsidiary is the holder of the lessee’s or tenant’s interest thereunder; (ii) to the knowledge of the Company, there exists no default under any Lease and no circumstance exists which, with the giving of notice, the passage of time or both, could result in such a default; and (iii) there are no leases, subleases, licenses concessions or any other contracts granting to any person or entity other than the Company or any Company Subsidiary any right to the possession, use, occupancy or enjoyment of any Leased Real Property or any portion thereof.
(d) Except as set forth in Section 3.14(d) of the Company Disclosure Letter each of the Company and the Company Subsidiaries has good and marketable title to all its owned assets and properties (other than the Owned Real Property), in each case free and clear of all Liens other than Permitted Liens. The properties and assets presently owned, leased or licensed by the Company and any Company Subsidiary include all properties and assets n...
Title to Properties; Absence of Liens. Section 4.12 of the VTBH Disclosure Schedule sets forth a true and complete description (including address, and for each lease, sublease and license, all amendments, extensions, renewals, guaranties, modifications, supplements or other agreements, if any, with respect thereto) of all real property leased, subleased or licensed by VTBH or any of its Subsidiaries (collectively, the “VTBH Leased Real Properties”; and the leases, subleases and licenses with respect thereto, collectively, the “VTBH Real Property Leases”). VTBH has delivered or otherwise made available to Parent true, correct and complete copies of the VTBH Real Property Leases, together with all amendments, extensions, renewals, guaranties, modifications, supplements or other agreements, if any, with respect thereto. To the Knowledge of VTBH, each of the VTBH Real Property Leases is in full force and effect. VTBH or one of its Subsidiaries has a valid, binding and enforceable leasehold or subleasehold interest (or license, as applicable) in each VTBH Leased Real Property, in each case as to such leasehold or subleasehold interest (or license, as applicable), free and clear of all Liens (other than Permitted Liens). Neither VTBH nor any of its Subsidiaries, nor, to the Knowledge of VTBH, any other party thereto is in default or breach under the terms of any VTBH Real Property Lease. Neither VTBH nor any of its Subsidiaries owns any real property or any interests (other than VTBH Real Property Leases) in real property. No consents or approvals are necessary under the terms of the VTBH Real Property Leases for the Merger.
