Title to Properties; Condition of Properties. (a) Except as set forth on Schedule 4.09, the Companies have good title to all of their properties and assets (including all of the Stations) free and clear of all mortgages, security interests, restrictions (other than FCC restrictions on the transfer of equity interests or FCC authorizations), liens and encumbrances of any kind, including without limitation liens or encumbrances in respect of unpaid taxes (collectively, "Liens"), except liens and encumbrances permitted under this Agreement. Such Schedule 4.09 also sets forth a description of all real properties owned by the Companies.
(b) Schedule 4.09 accurately and completely lists, and sets forth a description of, all agreements between any Company and any Person relating to the location of (i) tower and transmitter sites used in the operation of the Stations (the "Tower Site Leases") and (ii) offices, studios and other facilities, and the same constitute the only Tower Site Leases and other leases necessary in connection with the conduct by the Companies of their businesses as presently conducted. Each of the Companies enjoys quiet possession under all leases (including without limitation Tower Site Leases) to which it is a party as lessee, and all of such leases are valid, subsisting and in full force and effect. None of such leases contains any provision restricting the incurrence of indebtedness by the lessee.
(c) Except as specified in such Schedule 4.09, none of the real property owned by any Company is located within any federal, state or municipal flood plain zone.
Title to Properties; Condition of Properties. (a) Schedule 4.13 sets forth a description of all real properties owned or leased by the Companies. The Companies have good title to all of their properties and assets free and clear of all Liens (other than FCC restrictions on the transfer of equity interests or FCC Licenses) of any kind, except Permitted Liens.
(b) Schedule 4.13 accurately and completely lists, and sets forth a description of, all agreements between any Company and any Person relating to the location of (i) tower and transmitter sites used in the operation of the Stations (the "Tower Site Leases") and (ii) offices, studios and other facilities, and the same constitute the only Tower Site Leases and other leases necessary in connection with the conduct by the Companies of their businesses as presently conducted. Each of the Companies enjoys quiet possession under all leases (including without limitation the Tower Site Leases) to which it is a party as lessee, and all of such leases are valid, subsisting and in full force and effect. None of such leases contains any provision restricting the incurrence of indebtedness by the lessee.
(c) Except as specified in such Schedule 4.13, none of the improved real property owned or leased by any Company that is required to be mortgaged under Section 2.01(a) is situated in a flood zone designated as type "A", "B" or "V" by the U.S. Department of Housing and Urban Development.
Title to Properties; Condition of Properties. Buyer has good and marketable title to all of the assets listed on its Balance Sheet. All assets necessary for the continued operation of Buyer’s business as it is currently being conducted and as it has been conducted since its inception are owned by Buyer or subject to valid leasehold interests.
Title to Properties; Condition of Properties. (a) The Companies and PCC have good title to all of their properties and assets free and clear of all Liens (other than FCC restrictions on the transfer of equity interests or FCC Licenses) of any kind, except Permitted Liens.
(b) Each of the Companies and PCC enjoys quiet possession under all leases (including without limitation the tower and transmitter sites used in the operation of the Stations) to which it is a party as lessee, and all of such leases are valid, subsisting and in full force and effect. None of such leases contains any provision restricting the incurrence of indebtedness by the lessee and the same constitutes the only leases necessary in connection with the conduct by the Companies and PCC of their businesses as presently conducted.
Title to Properties; Condition of Properties. (a) The Company and each Company Subsidiary has good, valid and marketable title (in fee simple absolute in the case of real property) to all properties and assets used in its business, except for leased properties and assets; none of those owned properties is subject to any mortgage, deed of trust, pledge, lien, claim, charge, equity, covenant, condition, restriction easement, right-of-way or encumbrance, except (i) liens, claims, charges and encumbrances disclosed, or reserved against, in the Company Balance Sheet, (ii) liens for current taxes not yet due and payable, and (iii) minor imperfections of title not material (individually or in the aggregate) and not materially detracting from the value, or the use (either actual or intended) the Company and the Company Subsidiaries make, of the property in question. All of the buildings, fixtures, machinery and equipment owned or used by the Company and the Company Subsidiaries are in good operating condition and repair, and comply in all material respects with applicable zoning, building, fire and safety codes.
(b) The Company Disclosure Schedule lists all leases (the "Leases") pursuant to which the Company and the Company Subsidiaries lease real property (the "Leased Property"), including without limitation a general description of the Leased Property, the terms, the applicable rent and any and all renewal options. All such Leases are valid, binding and enforceable in accordance with their terms and are in full force and effect and no event of default has occurred which (whether with or without notice, lapse of time or both or the happening or occurrence of any other event) would constitute a default thereunder on the part of the Company or any Company Subsidiary. To the Company's knowledge, each Lease that terminates within two years of the date hereof and which does not provide for a renewal term, will be renewed. Except as set forth in the Company Disclosure Schedule, each Lease is fully assignable.
(c) There are no pending, or to the knowledge of the Company, threatened condemnation proceedings with respect to the Leased Property, or pending or, or to the knowledge of the Company, threatened litigation or administrative actions relating to the Leased Property.
(d) There are no subleases, licenses, options, rights, concessions or other agreements or arrangements, written or oral, granting to any Person the right to use or occupy the Leased Property or any portion thereof or interest therein.
Title to Properties; Condition of Properties. The Corporation owns and has good and marketable title to all of the assets listed on the Latest Balance Sheet (defined in Section 2.10) (other than inventory sold since the date of the Latest Balance Sheet) or acquired since then, free and clear of any lien or encumbrance of any kind (collectively, "Encumbrances"). All machinery and equipment owned by the Corporation is in good repair, has been well maintained and is in good working order, normal wear and tear excepted. All assets necessary for the continued operation of the Corporation's business as it is currently being conducted and as it has been conducted since January 1, 1998 are owned by the Corporation or subject to valid leasehold interests.
Title to Properties; Condition of Properties. The Company has good and marketable title to all of the assets listed on the Latest Balance Sheet (defined in Section 2.7) (other than inventory and other assets sold since the date of the Latest Balance Sheet in the ordinary course of business) and all other assets used in its business free and clear of any encumbrance of any kind (collectively, "Encumbrances"), except liens securing debt reflected on the Latest Balance Sheet. All machinery and equipment owned by the Company is in good repair, has been well maintained and is in good working order, normal wear and tear excepted. All assets necessary for the continued operation of the Company's business as it is currently being conducted and as it has been conducted since December 31, 2004, are owned by the Company or subject to valid leasehold interests.
Title to Properties; Condition of Properties. The Disclosure Schedule lists and reasonably describes all material real property owned or leased by Company and its Subsidiaries. Company and each of its Subsidiaries has good and valid title (in fee simple absolute in the case of real property) to all properties and assets used in its business, except for leased properties and assets; none of those owned properties is subject to any mortgage, deed of trust, pledge, lien, claim, charge, equity, covenant, condition, restriction, easement, right-of-way or encumbrance, except (i) liens, claims, charges and encumbrances disclosed, or reserved against, in the Balance Sheet, (ii) liens for current taxes not yet due and payable, and (iii) minor imperfections of title not material (individually or in the aggregate) and not materially detracting from the value, or the use (either actual or intended) Company and its Subsidiaries make, of the property in question. All of the buildings, fixtures, machinery and equipment owned or used by Company and its Subsidiaries are in reasonably good operating condition and repair, normal wear and tear excepted, and comply in all material respects with applicable zoning, building and fire codes.
Title to Properties; Condition of Properties. City Vines has good and marketable title to all of the assets listed on its Latest Balance Sheet. All assets necessary for the continued operation of City Vines’s business as it is currently being conducted and as it has been conducted since its inception are owned by City Vines or subject to valid leasehold interests.
Title to Properties; Condition of Properties. Except as listed on Schedule 2.4, KLI has good and marketable title to all of the assets owned or used in its business, including, without limitation, all assets listed on the KLI Financial Statements (as defined in Section 2.6), free and clear of any lien, security interest, mortgage, pledge or other encumbrance of any kind (collectively, "Encumbrances"). All assets owned or used by KLI are in good working order, normal wear and tear excepted. All assets necessary for the continued operation of KLI's business as it is currently being conducted are owned by KLI.
