Title to Properties; Absence of Liens and Encumbrances, etc. Acorn ----------------------------------------------------------- does not own any real property. Except as set forth in Schedule 3.13, Acorn owns good and marketable title to the properties and assets used in its business (including, without limitation, the assets reflected in the Acorn Financial Statements, except as since sold or otherwise disposed of in the ordinary course of business), free and clear of all mortgages, security interests, claims, liens, charges, encumbrances, restrictions on use or transfer or other defects in title. The fixed assets of Acorn reflected in the Acorn Financial Statements are all located on real property owned or leased by Acorn and all personal property located at or on such real property is owned or leased (as disclosed in the Schedules) by Acorn. Acorn is not a bailee for any other entity, except as set forth on Schedule 3.13. The leases and other agreements under which Acorn holds, leases or is entitled to the use of any real property or personal property involving lease payments of over $18,000 per year are set forth in Schedule 3.16 (the "Scheduled Leases") and are in full force and effect, and all rentals, royalties or other payments payable thereunder prior to the date hereof CONFIDENTIAL TREATMENT OF REDACTED PORTIONS APPLIED FOR have been duly paid. All "buy-out" prices under the Scheduled Leases are shown on Schedule 3.16, regardless as to whether the lessee has any obligation to purchase such property.
Title to Properties; Absence of Liens and Encumbrances, etc. The Company has good and marketable title to all its properties and assets, real and personal (including those reflected in the Company Financial Statements, except as sold or otherwise disposed of in the ordinary course of business since the date thereof), in each case free and clear of all liens, encumbrances, charges, defaults or equitable interests, except (i) those reflected in the Company Financial Statements or in the notes to such Company Financial Statements, (ii) the lien of current taxes not yet due and payable, (iii) pledges to secure deposits and other liens incurred in the ordinary course of banking business and (iv) such imperfections of title, easements and encumbrances, if any, as are not substantial in character, amount or extent, and do not materially detract from the value, or interfere with the present or anticipated business use, of the properties subject thereto or affected thereby, or impair business operations. The Company has not received any notice of violation of any applicable zoning laws, orders, regulations, or requirements relating to its operations or its properties which has not been complied with, nor any proposed changes in any such laws, orders or regulations which might have a material adverse effect on its business. The Company has no knowledge of any threatened or impending condemnation of any properties of the Company by any governmental authority. All leases pursuant to which the Company, as lessee, leases real and personal property are valid and enforceable in accordance with their respective terms.
Title to Properties; Absence of Liens and Encumbrances, etc. Except as otherwise set forth in Exhibit 6.9 or to be set forth in the Closing Schedule, and except for those Assets leased to Norton or a Division Subsidiary, (a) Norton and the Division Subsidiaries, respectively, have good and marketable title to, and own outright, the Assets (which include all of the assets reflected on the Balance Sheet except as since sold or otherwise disposed of in the ordinary course of business) free and clear of all mortgages, claims, liens, charges, encumbrances, security interests, restrictions on use or transfer, or other defects of any nature, except with respect to Real Estate, which may be conveyed subject to (i) the lien of current taxes and assessments not yet due and payable, (ii) such leases, easements, rights of way and restrictions of record, if any, which do not interfere with the current use or materially detract from the value of the properties of the Division or otherwise impair business operations, (iii) public utility easements servicing the property as may be disclosed on the surveys or in the title commitments issued to the Company contemplated in Section 11.6.1, and (iv) leases shown on Exhibit 6.10(b); and (b) the sale and delivery of the Assets pursuant hereto shall vest in the Company (to the extent such Assets are not owned by the Designated Subsidiary) good and valid title thereto, free and clear of all mortgages, claims, liens, charges, encumbrances, security interests, restrictions on use or transfer, or other defects of any nature, except as set forth in clauses (a) (i) through (a) (iv) above. The Assets constitute all of the property and rights which Norton or any Division Subsidiary uses or otherwise owns or leases in the conduct of the business of the Division except as specified in Section 1.1.2. Except as otherwise set forth in Exhibit 6.9, or to be set forth in the Closing Schedule, neither Norton nor any Division Subsidiary has received any notice of violation, and no basis is known to Norton for any claim of violation, 28 of any applicable law, zoning or other ordinance, regulation, order or requirement relating to the Assets or the operations of the Division, including, without limitation, any regulations or requirements under occupational health and safety laws (including the Occupational Safety and Health Act), environmental laws (including the Environmental Protection Act), or regulations of the Food and Drug Administration, which violation may result in the payment of a fine of more than...
Title to Properties; Absence of Liens and Encumbrances, etc. The Company has good and marketable title to all of the real, tangible personal and mixed properties and assets owned by it and used in its business, free and clear of any liens, charges, pledges, mortgages, conditional sales contracts, security interests or other encumbrances (other than Permitted Exceptions). A correct and complete list of all such properties and assets (other than properties and assets described in Sections 2.2(k), 2.2(l) and 2.2(m)) with a historical cost in excess of $5,000 is set forth on Schedule 2.2(j). The properties and assets of the Company are free and clear of any liens, charges, pledges, mortgages, conditional sales contracts, security interests or other encumbrances (other than Permitted Exceptions).
Title to Properties; Absence of Liens and Encumbrances, etc. Except as otherwise disclosed in Exhibit L hereto, (i) GRMC has title to all the real and personal Properties and Inventory of the Operation, and all the Properties and Inventory are free and clear of all liens, security interests, charges and encumbrances of any nature whatsoever, except such imperfections of title and encumbrances, if any, as do not materially detract from the value, or interfere with the present use, of the Properties of the Operation or otherwise materially impair the business activities of the Operation; (ii) all Leases represented in Exhibit D hereto to be held by GRMC in connection with the Properties or the Operation are valid, binding and in full force and effect in accordance with their terms and neither Texaco nor any member of the GOC Group has any knowledge of any breaches, liens, encumbrances, easements, rights of way, building or use restrictions, exceptions, reservations or limitations which in any material respect interfere with or impair the present and continued use, possession or quiet enjoyment thereof in the usual and normal conduct of the business of the Operation; (iii) neither Texaco nor any member of the GOC Group has received written notice of violation of any applicable zoning or environmental regulation, ordinance or other law, order, regulation or requirement relating to the operations of, or owned or leased Properties of, the Operation and, so far as known to Texaco or any member of the GOC Group, there is no such violation; and (iv) neither Texaco nor any member of the GOC Group has received any written notice of any pending or threatened condemnation proceedings relating to any of the owned or leased Properties of the Operation.
Title to Properties; Absence of Liens and Encumbrances, etc. The Seller has good title to all properties and assets free and clear of all mortgages, claims, liens, charges and encumbrances except as (i) referred to in Exhibit "8.7" to this Agreement, and (ii) such imperfections of title, if any, which do not materially detract from the value, or interfere with the use, of the properties of the Seller or otherwise materially impair its business operations. No default or event of default exists and no event which with notice or lapse of time (or both) would constitute a default has occurred and is continuing under the terms or provisions, express or implied, of any of such leases, agreements or other instruments or under the terms or provisions of any agreement to which any of such properties is subject. The Seller has not received notice of violation of any applicable law, ordinance, regulation, order or requirement relating to its operations or its owned or leased properties.
Title to Properties; Absence of Liens and Encumbrances, etc. The Company has good and marketable title to all of the real, tangible personal and mixed properties and assets owned by it and used in its business, free and clear of any liens, charges, pledges, mortgages, conditional sales contracts, security interests or other
Title to Properties; Absence of Liens and Encumbrances, etc. Each of the Company and the Subsidiary has good and marketable title to all of its properties and assets shown on the December 31, 1996 balance sheet and all assets and properties acquired since the date of such balance sheet, except for such properties or assets which have been disposed of in the ordinary course of business, free and clear of any liens, charges, pledges, security interests or other encumbrances of any nature whatsoever, except as set forth on Schedule 2.12 hereto. Except as set forth on Schedule 2.12 hereto, there is not under any material lease by which the Company or the Subsidiary is bound any existing default, or any condition, event or act which with notice or lapse of time or both would constitute such a default, the consequences of which would permit, the acceleration of payments due under, or the termination of, any such lease.
Title to Properties; Absence of Liens and Encumbrances, etc. The Company and the Subsidiary have good and marketable title to all of the real, tangible personal and mixed properties and assets owned by it and used in its business, free and clear of any liens, charges, pledges, mortgages, conditional sales contracts, security interests or other encumbrances (other than Permitted Exceptions). A correct and complete list of all such properties and assets (other than properties and assets described in Sections 2.2(l), 2.2(m), 2.2 (n), 2.2(n)(1) and 2.2(n)(2) with a historical cost in excess of $5,000 is set forth on Schedule 2.2(k). The properties and assets of the Company and the Subsidiary are free and clear of any liens, charges, pledges, mortgages, conditional sales contracts, security interests or other encumbrances (other than Permitted Exceptions).
Title to Properties; Absence of Liens and Encumbrances, etc. On the Closing Date the Seller has, except as set forth in Schedule 3.6 to the Disclosure Letter, full title to the Real Property and full title or a valid, binding leasehold interest in all of the other assets (real
