Title to Properties and Encumbrances Sample Clauses
Title to Properties and Encumbrances. The Company has good and marketable title to all of the properties and assets that it purports to own, except for property disposed of in the ordinary course of business since June 30, 2000, which properties and assets are not subject to any mortgage, pledge, lease, lien, charge, security interest, encumbrance or restriction, except (a) those which are shown and described on the June 30, 2000 balance sheet or the notes thereto, (b) liens for taxes and assessments or other governmental charges or levies not at the time due or in respect of which the validity thereof shall currently be contested in good faith by appropriate proceedings, (c) statutory liens that have arisen in the ordinary course of business, or (d) those which do not materially affect the value of or interfere with the use made of such properties and assets.
Title to Properties and Encumbrances. The Company has good and ------------------------------------ marketable title to all of its properties and assets, including without limitation the properties and assets reflected on Company's most recent financial statements contained in the Company's SEC Reports and the properties and assets used in the conduct of its business, except for property disposed of in the ordinary course of business since the date of the Company's most recent financial statements contained in the Company's SEC Reports, which properties and assets are not subject to any mortgage, pledge, lease, lien, charge, security interest, encumbrance or restriction, except (a) those which are shown and described on the Company Disclosure Schedule or the notes to the financial statements attached to the Company's latest SEC Reports, (b) liens for taxes and assessments or governmental charges or levies not at the time due or in respect of which the validity thereof shall currently be contested in good faith by appropriate proceedings, or (c) those which do not materially affect the value of or interfere with the use made of such properties and assets.
Title to Properties and Encumbrances. Except as otherwise set forth in Exhibit A, and except for properties and assets disposed of in the ordinary course of business since August 31, 1999, the Company has good and marketable title to all of its properties and assets included in the balance sheet dated August 31, 1999 and the properties and assets reflected used in the conduct of its business, which properties and assets are not subject to any mortgage, pledge, lease, lien, charge, security interest, encumbrance or restriction, except (a) those which are shown and described on Exhibit B, (b) liens for taxes and assessments or governmental charges or levies not at the time due or in respect of which the validity thereof is currently be contested in good faith by appropriate proceedings, or (c) those which do not materially affect the value of or interfere with the use made of such properties and assets.
Title to Properties and Encumbrances. Each of the Company and the Subsidiaries has good and marketable title to all its owned properties and assets, including without limitation the properties and assets reflected in the most recent consolidated balance sheet included in the SEC Reports filed prior to the date of this Agreement, except for property disposed of in the ordinary course of business since the date of such balance sheet, which properties and assets are not subject to any mortgage, pledge, lease, lien, charge, security interest or encumbrance, except Permitted Liens and liens securing the Demand Note. The plant, offices and equipment owned and leased by each of the Company and the Subsidiaries have been kept in good condition and repair (ordinary wear and tear excepted), and neither the Company nor any Subsidiary has been threatened with any material action or proceeding under any building or zoning ordinance, law or regulation.
Title to Properties and Encumbrances. The Company has good and marketable title to all of its owned properties and assets, and the properties and assets used in the conduct of its business, except for property disposed of in the ordinary course of business since the Balance Sheet Date, which properties and assets are not subject to any mortgage, pledge, lease, lien, charge, security interest, encumbrance or restriction, except Permitted Liens (as hereinafter defined). The plant, offices and equipment owned and leased by the Company have been kept in good condition and repair in the ordinary course of business, and the Company has not been threatened with any action or proceeding under any building or zoning ordinance, law or regulation.
Title to Properties and Encumbrances. To the best of its knowledge and belief, the Company has good and marketable title to all its owned properties and assets, including without limitation the properties and assets reflected in the Financial Statements and the properties and assets used in the conduct of its business, except for property leased by or disposed of in the ordinary course of business since the Balance Sheet Date, which properties and assets are not subject to any mortgage, pledge, lease, lien, charge, security interest, encumbrance or restriction, except (a) those incurred in the ordinary course of the Company's business, (b) which are shown and described in the Financial Statements or the notes thereto, or (c) Permitted Liens (as hereinafter defined). The offices and equipment owned and leased by the Company have been kept in good condition and repair in the ordinary course of business, and the Company has not been threatened with any action or proceeding under any building or zoning ordinance, law or regulation. For the purposes of this Agreement, "Permitted Liens" shall mean (a) liens for taxes and assessments or governmental charges or levies not at the time due or in respect of which the validity thereof shall currently be contested in good faith by appropriate proceedings; (b) liens in respect of pledges or deposits under worker's compensation laws or similar legislation, carriers', warehousepersons', mechanics', laborers' and materialpersons', landlords' and statutory and similar liens, if the obligations secured by such liens are not then delinquent or are being contested in good faith; (c) liens and encumbrances incidental to the conduct of the business of the Company which were not incurred in connection with the borrowing of money or the obtaining of advances or credits and which do not in the aggregate materially detract from the value of its property or materially impair the use thereof in the operation of its business; and (d) Permitted Encumbrances (as defined in the Security Agreement).
Title to Properties and Encumbrances. Other than with respect to obtaining the consents referenced in subparagraph 7(e), the Company has good and marketable title to (or, (i) in the case of leased property, valid and subsisting leasehold interests in, and (ii) in the case of Intellectual Property, a valid right to use) all of its properties and assets, including (without limitation) the properties and assets that will be listed on Schedules 7(f), 7(g), 7(h), 7(i) and 7(j). The properties and assets of the Company are subject to no liens, deeds of trust, mortgages, encumbrances, conditional sales agreements, security interests, claims, or restrictions of any kind or character, except for (i) the encumbrances that will be listed on Schedule 7(k) to which Purchaser consents, and (ii) liens for current taxes not yet due and payable or for taxes the validity of which are being contested in good faith by appropriate proceedings.
Title to Properties and Encumbrances. The Company has good and marketable title to all its owned properties and assets, and the properties and assets used in the conduct of its business, which properties and assets are not subject to any mortgage, pledge, lease, lien charge, security interest, encumbrance or restriction, except Permitted Liens (as hereinafter defined). "Permitted Liens" shall mean (a) liens for taxes and assessments or governmental charges or levies not at the time due or in respect of which the validity thereof shall currently be contested in good faith by appropriate proceedings; and (b) liens in respect of pledges or deposits under worker's compensation laws or similar legislation, carriers', warehousemen's, mechanics', laborers' and materialmen's, landlord's and statutory and similar liens, if the obligations secured by such liens are not then delinquent or are being contested in good faith, and liens and encumbrances incidental to the conduct of the business of the Company or any subsidiary which were not incurred in connection with the borrowing of money or the obtaining of advances or credits and which do not in the aggregate materially detract from the value of its property or materially impair the use thereof in the operation of its business.
Title to Properties and Encumbrances. Xxxxxxxxxx has good and marketable title to all its owned properties and assets, including without limitation the properties and assets reflected in the Financial Statements and the properties and assets used in the conduct of its business, except for property disposed of in the ordinary course of business since the Balance Sheet Date, which properties and assets are not subject to any mortgage, pledge, lease, lien, charge, security interest, encumbrance or restriction, except those which are expressly identified in the Disclosure Schedule. The plant, offices and equipment owned and leased by Xxxxxxxxxx have been kept in good condition and repair in the ordinary course of business, and Xxxxxxxxxx has not been threatened with any action or proceeding under any building or zoning ordinance, law or regulation.
Title to Properties and Encumbrances. Except with respect to real and personal property leased pursuant to lease agreements, the Company has good and marketable title to all of its properties and assets, except for property disposed of in the ordinary course of business, which properties and assets are not subject to any mortgage, pledge, lease, lien, charge, security interest, encumbrance or restriction, except (i) liens for taxes and assessments or governmental charges or levies not at the time due or in respect of which the validity thereof shall currently be contested in good faith by appropriate proceedings or (ii) minor imperfections of title, if any, not material in nature or amount and not materially (x) detracting from the value or impairing the use of the property subject thereto or (y) impairing the operations or proposed operations of the Company and its subsidiaries, including, without limitation, the ability of the Company or its subsidiaries to secure financing using such properties and assets as collateral.