TITLE TO PROPERTIES; CONDITION OF ASSETS. (a) Except for goods and other property sold, used or otherwise disposed of since September 30, 2010 in the ordinary course of business for fair value, as of the date of this Agreement, Xxxxx and its Subsidiaries have good and indefeasible title to, or hold valid leasehold interests in, or valid rights of way, easements or licenses over, under and across, all their respective properties, interests in properties and assets, real and personal, reflected in Holly’s September 30, 2010 financial statements included in the Xxxxx Reports, free and clear of any Lien, except: (a) Liens reflected in the balance sheet of Xxxxx as of September 30, 2010 included in the Xxxxx Reports; (b) Liens for current taxes, assessments or other governmental charges not yet due and payable; (c) Liens of mechanics, materialmen, workmen and operators arising by operation of law in the ordinary course of business, or by written agreement existing as of the date of this Agreement, for sums not yet due or being contested in good faith by appropriate proceedings; and (d) such imperfections of title, minor encumbrances, easements and Liens that would not have, individually or in the aggregate, a Xxxxx Material Adverse Effect. All leases, subleases and other agreements pursuant to which Xxxxx or any of its Subsidiaries leases, subleases or otherwise acquires or obtains operating rights affecting any real or personal property are valid, binding and enforceable in accordance with their terms, except where the failure to be valid, binding and enforceable would not have, individually or in the aggregate, a Xxxxx Material Adverse Effect; and there is not, under any such leases, any existing or prospective default or event of default or event which with notice or lapse of time, or both, would constitute a default by Xxxxx or any of its Subsidiaries that would have, individually or in the aggregate, a Xxxxx Material Adverse Effect. No consents or other approvals of any lessor, or its lender, are required under any material lease as a result of the consummation of the transactions contemplated by this Agreement, except where the failure to obtain any such consent or approval would not have, individually or in the aggregate, a Xxxxx Material Adverse Effect.
TITLE TO PROPERTIES; CONDITION OF ASSETS. (a) Except as set forth in Schedule 4.18, the Company and each Subsidiary has good and marketable title to, or valid leasehold interests in, all its material properties and assets except for such as are no longer used in the conduct of its businesses or as have been disposed of in the ordinary course of business. All such assets and properties are free and clear of all Liens other than those set forth in Schedule 4.18.
TITLE TO PROPERTIES; CONDITION OF ASSETS. (a) Except as set forth in SCHEDULE 3.18, the Company and each Subsidiary has good and marketable title to, or valid leasehold interests in, all its material properties and assets except for such as are no longer used in the conduct of its businesses or as have been disposed of in the ordinary course of business. All such material assets and properties are free and clear of all Liens other than those set forth in SCHEDULE 3.18 and except for Liens that, individually or in the aggregate, do not interfere with the ability of the Company or any Subsidiary to conduct its business as currently conducted and do not adversely affect the value of, or the ability to sell, in any material respect, such assets and properties.
TITLE TO PROPERTIES; CONDITION OF ASSETS. Seller has good and marketable title to the Purchased Assets, free and clear of any Encumbrance of any nature whatsoever, except liens for current taxes not yet due and payable. The Purchased Assets that represent equipment and machinery shall be in good operating condition and repair, reasonable wear and tear excepted, as of the Closing Date; however, Seller makes no representation or warranty as to the period of time in which such assets shall remain in such condition. THE PURCHASED ASSETS THAT REPRESENT INVENTORY WILL BE ACCEPTED BY BUYER AS IS WITH NO WARRANTY AS TO CONDITION, FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY.
TITLE TO PROPERTIES; CONDITION OF ASSETS. The Seller has good and marketable title to all its properties and Assets, free and clear of all liens, mortgages and encumbrances, and no claims have been made or threatened which, if substantiated, would make this subparagraph untrue. The Equipment being sold to Buyer hereunder is in good operating condition and repair and is substantially fit for the purposes for which it is being utilized. The Seller has not received any notice of violation of any applicable zoning regulation, ordinance or other law, order, regulation, or requirement relating to its operations of its owned or leased properties used at the Business which has not been complied with or corrected. Not by way of limitation, no officer or employee of Seller has received any
TITLE TO PROPERTIES; CONDITION OF ASSETS. (a) Neither Deep Dish nor any Deep Dish Subsidiary owns any real property.
TITLE TO PROPERTIES; CONDITION OF ASSETS. (a) Neither Thin Crust nor any Thin Crust Subsidiary owns any real property.
TITLE TO PROPERTIES; CONDITION OF ASSETS. The Seller has good and marketable title to the Purchased Assets, free and clear of any Encumbrance of any nature whatsoever, except liens for current taxes not yet due and payable and except for Encumbrances set forth on Schedule 2.1.10 attached hereto. Except as set forth on Schedule 2.1.10 attached hereto, all leases pursuant to which the Seller leases (whether as lessee or lessor) any substantial amount of real or personal property are in good standing, valid and effective, and to the best knowledge of the Seller, there is not, under any such leases, any existing or prospective default or event of default or event which, with notice or lapse of time, or both, would constitute a default by the Seller. The buildings and premises of the Seller that are used in its business are in reasonable operating condition, subject only to ordinary wear and tear. Schedules D-1 and D-2 attached hereto contain true and complete lists of all Equipment. Except as set forth on Schedule 2.1.10 attached hereto, all Equipment is in reasonable operating condition and repair, ordinary wear and tear and maintenance excepted.
TITLE TO PROPERTIES; CONDITION OF ASSETS. Except as disclosed in Section 5.13 of the Disclosure Schedule, each Company has good, valid and marketable title to all of its assets and properties reflected in its books and records as being owned, including the assets and properties reflected as being owned in the Financial Statements, free and clear of all claims, liens or encumbrances, except for: (a) liens for taxes and other governmental charges that are not due and payable or that thereafter may be paid without penalty, (b) mechanics', carriers', workmen's, repairmen's or other like liens arising or incurred in the ordinary course of business relating to obligations that are not delinquent, (c) as respects real property, (i) leases, subleases and similar agreements set forth in Section 5.14 of the Disclosure Schedule, (ii) other matters set forth in Section 5.14 of the Disclosure Schedule, and (iii) both (A) easements, covenants, rights-of-way of record, and other similar restrictions of record, and (B) any condition shown by a Survey (as defined in Section 7.15 below) which does not materially impair the continued use and operation of the real property to which it relates in the conduct of the Business as currently conducted, and (d) and other imperfections of title and/or encumbrances which do not materially impair the continued use and operation of the real property to which they relate in the conduct of the Business as currently conducted. Except as disclosed in Section 5.13 of the Disclosure Schedule, to the knowledge of Sellers, all such assets and properties are free of material defects in their physical condition which would prevent Buyer from conducting the Business in substantially the manner it has been conducted by the Companies prior to the date of this Agreement and have been maintained, in all material respects, in accordance with good business practices. This Section 5.13 shall not apply to environmental matters which are exclusively the subject to Section 5.29 below.
TITLE TO PROPERTIES; CONDITION OF ASSETS. (a) Neither the Company nor any Subsidiary of the Company owns any real property.
