Title to Properties and Related Matters. (a) Except as set forth on Schedule 3.10(a), the Company has good and valid title to all material personal property, tangible or intangible, which the Company purports to own, including the properties reflected on the Balance Sheet or acquired after the date thereof (other than properties and assets sold or otherwise disposed of in the ordinary course of business and consistent with past practice since June 30, 1999), free and clear of any claims, liens, pledges, security interests or encumbrances of any kind whatsoever (other than (i) purchase money security interests and common law vendor's liens, in each case for goods purchased on open account in the ordinary course of business and having a fair market value of less than $5,000 in each individual case), (ii) liens for Taxes not yet due and payable, and (iii) such imperfections of title and encumbrances, if any, that are not material in character, amount or extent and that do not materially detract from the value, or materially interfere with the use of, the property subject thereto or affected thereby.
Title to Properties and Related Matters. (a) The Company has good and valid title to all personal property, tangible or intangible, which the Company purports to own, including the properties reflected on the Balance Sheet or acquired after the date thereof (other than properties and assets sold or otherwise disposed of in the ordinary course of business and consistent with past practice since June 30, 2004, free and clear of any claims, liens, pledges, security interests or encumbrances of any kind whatsoever (other than (i) purchase money security interests and common law vendor’s liens, in each case for goods purchased on open account in the ordinary course of business and having a fair market value of less than $10,000 in each individual case), (ii) liens for Taxes not yet due and payable and (iii) such imperfections of title and encumbrances, if any, that are not material in character, amount or extent and that do not materially detract from the value, or materially interfere with the use of, the property subject thereto or affected thereby. Collectively, such property and the Company Intellectual Property disclosed on Schedule 3.11 hereto constitute all property, tangible or intangible, necessary to conduct the business of the Company as presently conducted.
Title to Properties and Related Matters. (a) The Company and the Company’s Subsidiary each have good and valid title to all personal property, tangible or intangible, which the Company or the Company’s Subsidiary each purport to own, including the properties reflected on the Balance Sheet or acquired after the date thereof (other than properties and assets sold or otherwise disposed of in the ordinary course of business and consistent with past practice since December 31, 2002), free and clear of any claims, liens, pledges, security interests or encumbrances of any kind whatsoever (other than (i) purchase money security interests and common law vendor’s liens, in each case for goods purchased on open account in the ordinary course of business and having a fair market value of less than $10,000 in each individual case), (ii) liens for Taxes not yet due and payable and (iii) such imperfections of title and encumbrances, if any, that are not material in character, amount or extent and that do not materially detract from the value, or materially interfere with the use of, the property subject thereto or affected thereby. Collectively, such property and the Intellectual Property (as hereinafter defined) rights disclosed on Schedule 3.11 hereto constitute all property, tangible or intangible, necessary to conduct the business of the Company or the Company’s Subsidiary as presently conducted.
Title to Properties and Related Matters. (a) Seller has delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which Seller acquired the Acquired Assets and all real property interests included in or related to the Acquired Assets, copies of all Ground Leases and copies of all title insurance policies, opinions, abstracts and surveys in the possession of Seller and relating to such real property interests.
Title to Properties and Related Matters. (a) DCR and DPC each has, and at Closing each Transferred Company will have (with respect to the Delaware Logistics Assets), (i) good and valid fee simple title to all of the owned real property listed in Section 4.16(a)(i) of Exhibit E (the “Owned Real Property”), free and clear of any Liens, except for Permitted Liens, (ii) good and valid rights in each of the leases, easements and access agreements listed in Section 4.16(a)(ii) of Exhibit E (the “Real Property Agreements”), free and clear of any Liens, except for Permitted Liens, and (iii) good and valid title to all of the personal property that constitutes a portion of the Delaware Logistics Assets, except in each case, for such defects in title as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Title to Properties and Related Matters. (a) The General Partner does not own, and has never owned, any real property.
Title to Properties and Related Matters. (a) MEDY has good and marketable title to or valid leasehold interests in their respective properties (the "Real Estate") reflected on the MEDY Financial Statements or acquired after the date thereof (other than personal properties sold or otherwise disposed of in the ordinary course of business), and all of such properties and all assets purchased by MEDY since the date of the most recent MEDY Financial Statements are free and clear of any lien, claim or encumbrance, except as reflected in the MEDY Financial Statements or notes thereto and except for:
Title to Properties and Related Matters. (a) As of the date hereof, Schedule 4.13(a)(i) sets forth a true, correct and complete list of (i) each parcel of real property (including any mineral interest) owned by Augusta (collectively, the “Owned Real Property”) and (ii) as of the date hereof, Schedule 4.13(a)(ii) sets forth a true, correct and complete list of each lease, sublease, license or other arrangement under which real property (including any mineral interest) is leased, occupied or possessed by Augusta or under which Augusta has a right to lease, occupy or possess real property (each, a “Real Property Lease” and each real property subject thereto, a “Leased Real Property”) (the Owned Real Property and Leased Real Property collectively referred to as the “Real Property”). With respect to each Leased Real Property, Schedule 4.13(a)(ii) sets forth the date of and parties to each lease and, the dates of all amendments to each lease. True, correct and complete copies of the Real Property Leases, and any amendments through the date hereof, have been made available to Buyer. To the extent that it is in possession thereof, the Company has provided preexisting owners’ title insurance policies for the Owned Real Property and preexisting ALTA surveys for the Real Property.
Title to Properties and Related Matters. (a) Torrance Pipeline has (i) good and valid fee simple title to all of the real property listed on Schedule 4.16(a)(i) (the “Owned Real Property”), free and clear of any Liens, except for Permitted Liens, (ii) except as as set forth in Schedule 4.7, good and valid rights in each of the leases, easements and access agreements listed on Schedule 4.16(a)(ii) (the “Leased Real Property”), free and clear of any Liens, except for Permitted Liens, and (iii) good and valid title to all of the equipment and personal property that constitutes a portion of the Assets, except in each case, for such defects in title as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Title to Properties and Related Matters. (a) Each of the Company and its Subsidiaries has good and marketable title (and with respect to all owned real property (the "Owned Real Property"), fee simple title) to all of the properties and assets which it purports to own, real, personal, tangible and intangible (including those reflected in the financial statements included in the Company Reports and in the Company 1997 Financial Statements, except as since sold or otherwise disposed of in the ordinary course), free of any mortgage, claim, lien, pledge, option, charge, security, security interest or other similar interest, encumbrance, easement, judgment or imperfection of title of any nature whatsoever (each, an "Encumbrance") except (i) those reflected or reserved against in the latest financial statements of the Company included in the Company Reports or the Company 1997 Financial Statements, (ii) Taxes and general and special assessments not in default and payable without penalty and interest, and (iii) Encumbrances which would (x) not materially detract from the value, or interfere with the present use, of the properties of the Company and its Subsidiaries, and (y) would not otherwise materially impair the business operations of the Company and its Subsidiaries (collectively, "Permitted Encumbrances").
