Title to Properties; Encumbrances. (a) Except as set forth on Schedule 4.5 attached hereto, USAVE has good, valid and marketable title to (a) all of its properties and assets (real and personal, tangible and intangible), including, without limitation, all of the properties and assets reflected in the balance sheet included as part of the Financial Statements, except as indicated in the Schedules hereto; and (b) all of the properties and assets purchased by USAVE since the date of the Financial Statements all of which purchases as of a date not more than two days prior to the date of this Agreement, have been set forth on Schedule 4.5 attached hereto; in each case subject to no encumbrance, lien, charge or other restriction of any kind or character, except for (i) liens reflected in the balance sheet, included as part of the Financial Statements; (ii) liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or impair the use of, such property by USAVE in the operation of its business; (iii) liens for current taxes, assessments or governmental charges or levies on property not yet due and delinquent; and (iv) liens described on Schedule 4.5 attached hereto (liens of the type described in clause (i), (ii) and (iii) above are hereinafter sometimes referred to as “Permitted Liens”). (b) The rights, properties and other assets presently owned, leased or licensed, by USAVE reflected on the balance sheet included in the Financial Statements or acquired since the date of the Financial Statement include all rights, properties and other assets necessary to permit USAVE to conduct its business in the same manner as its business has heretofore been conducted. All such properties and assets owned or leased by USAVE are in satisfactory condition and repair, other than ordinary wear and tear. No structure or improvement on the real property leased by USAVE, whether now existing or intended to be constructed pursuant to existing plans and specifications, violates, or if completed would violate, any applicable zoning or building regulations or ordinances or similar federal, state or municipal law.
Appears in 3 contracts
Samples: Securities Exchange Agreement (Beta Music Group, Inc.), Securities Exchange Agreement (Beta Music Group, Inc.), Securities Exchange Agreement (Beta Music Group, Inc.)
Title to Properties; Encumbrances. (a) Except as set forth on Schedule 4.5 1.7 attached hereto, USAVE the Company has good, valid and marketable title to (a) all of its properties and assets (real and personal, tangible and intangible), including, without limitation, all of the properties and assets reflected in the balance sheet included as part of the Financial Statements, except as indicated in the Schedules hereto; and (b) all of the properties and assets purchased purchased by USAVE the Company since the date of the Financial Statements Balance Sheet Date all of which purchases as of a date not more than two days prior to the date of this Agreement, have been set forth on Schedule 4.5 1.7 attached hereto; in each case subject to no encumbrance, lien, charge or other restriction restriction of any kind or character, except for (i) liens reflected in the balance sheet, included as part of the Financial Statements; (ii) liens consisting of zoning or planning restrictions, easementseasements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or impair the use of, such property by USAVE the Company in the operation of its business; (iii) liens for current taxes, assessments or governmental charges or levies on property not yet due and delinquent; and (iv) liens described on Schedule 4.5 1.7 attached hereto (liens of the type described in clause (i), (ii) and (iii) above are hereinafter sometimes referred to as “"Permitted Liens”").
(b) The rights, properties and other assets presently owned, leased or licensed, by USAVE the Company reflected on the balance sheet included in the Financial Statements or acquired since the date of the Financial Statement Balance Sheet Date include all rights, properties and other assets necessary to permit USAVE the Company to conduct its business in the same manner as its business has heretofore been conducted. All such properties and assets owned or leased by USAVE the Company are in satisfactory condition and repair, other than ordinary wear and tear. No To the Shareholders' knowledge, no structure or improvement on the real property leased by USAVEthe Company, whether now existing or intended to be constructed pursuant to existing plans and specificationsspecifications, violates, or if completed would violate, any applicable zoning or building regulations or ordinances or similar federal, state or municipal law. With respect to the real property and structures and improvements, whether now existing, under construction or intended to be constructed pursuant to existing plans and specifications, the Company has all governmental permits, approvals, consents or similar authorizations necessary to own or lease, construct and operate its properties, each of which are listed on Schedule 1.7(b). Such governmental permits, approvals, consents or similar authorizations will remain in effect or, if due to expire by its terms, the Shareholders have no reason to believe that they will not be renewable in accordance with their terms. To the Shareholders' knowledge, no violations of any easements or restrictions relating to the real property exist. To the Shareholders' knowledge, no material structural defects in any of the buildings or other improvements erected on the leased real property exist.
Appears in 2 contracts
Samples: Securities Exchange Agreement (Brighton Technologies Corp), Securities Exchange Agreement (Global Itechnology Inc)
Title to Properties; Encumbrances. (a) Except as set forth on Schedule 4.5 attached hereto, USAVE MSSI has good, valid and marketable title to (a) all of its properties and assets (real and personal, tangible and intangible), including, without limitation, all of the properties and assets reflected in the balance sheet included as part of the MSSI Financial Statements, except as indicated in the Schedules hereto; and (b) all of the properties and assets purchased purchased by USAVE MSSI since the date of the Financial Statements December 31, 2002 all of which purchases as of a date not more than two days prior to the date of this Agreement, have been set forth on Schedule 4.5 attached hereto; in each case subject to no encumbrance, lien, charge or other restriction restriction of any kind or character, except for (i) liens reflected in the balance sheet, included as part of the MSSI Financial Statements; (ii) liens consisting of zoning or planning restrictions, easementseasements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or impair the use of, such property by USAVE MSSI in the operation of its business; (iii) liens for current taxes, assessments or governmental charges or levies on property not yet due and delinquent; and (iv) liens described on Schedule 4.5 attached hereto (liens of the type described in clause (i), (ii) and (iii) above are hereinafter sometimes referred to as “"Permitted Liens”").
(b) The rights, properties and other assets presently owned, leased or licensed, by USAVE MSSI reflected on the balance sheet included in the MSSI Financial Statements or acquired since the date of the Financial Statement December 31, 2002 include all rights, properties and other assets necessary to permit USAVE MSSI to conduct its business in the same manner as its business has heretofore been conducted. All such properties and assets owned or leased by USAVE MSSI are in satisfactory condition and repair, other than ordinary wear and tear. No To the knowledge of MSSI, no structure or improvement on the real property leased by USAVEMSSI, whether now existing or intended to be constructed pursuant to existing plans and specificationsspecifications, violates, or if completed would violate, any applicable zoning or building regulations or ordinances or similar federal, state or municipal law.
Appears in 2 contracts
Samples: Securities Exchange Agreement (Sun & Surf Inc), Securities Exchange Agreement (Sun & Surf Inc)
Title to Properties; Encumbrances. (a) Except as set forth on --------------------------------- Schedule 4.5 4(h) attached heretohereto and except for properties and assets reflected in ------------- the Balance Sheet or acquired since the Balance Sheet Date which have been sold or otherwise disposed of in the ordinary course of business, USAVE has the Company has, and on the Closing Date, will have, good, valid and marketable title to (a) all of its properties and assets (real and personal, tangible and intangible), including, without limitation, all of the properties and assets reflected in the balance sheet included as part of the Financial StatementsBalance Sheet, except as indicated in the Schedules hereto; notes thereto or in a Schedule to this Agreement, and (b) all of the properties and assets purchased purchased by USAVE the Company since the date of the Financial Statements all of which purchases as of a date not more than two days prior to the date of this Agreement, have been set forth on Schedule 4.5 attached heretoBalance Sheet Date; in each case subject to no encumbrance, lien, charge or other restriction restriction of any kind or character, except for (i) liens reflected in the balance sheetBalance Sheet or in a Schedule to this Agreement, included as part of the Financial Statements; (ii) liens consisting of zoning or planning restrictions, easementseasements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or impair the use of, such property by USAVE the Company in the operation of its business; , and (iii) liens for current taxes, assessments or governmental charges or levies on property not yet due and delinquent; delinquent and (iv) liens described on Schedule 4.5 attached hereto of carriers, warehousemen, vendors and materialmen incurred in the ordinary course of business securing sums not yet due and payable (liens of the type described in clause clauses (i), (ii) and (iii) above are hereinafter sometimes referred to as “"Permitted Liens”").
(b) The rights, properties and other assets presently owned, leased or licensed, by USAVE reflected on the balance sheet included in the Financial Statements or acquired since the date of the Financial Statement include all rights, properties and other assets necessary to permit USAVE to conduct its business in the same manner as its business has heretofore been conducted. All such Such properties and assets owned or leased by USAVE are in satisfactory condition sufficient to enable the Company to carry out its business as presently conducted and repair, other than ordinary wear and tear. No structure or improvement on the real property leased by USAVE, whether now existing or intended as proposed to be constructed pursuant conducted. The Company has all franchises, permits, licenses, and any other similar authority necessary for the conduct of its business as now being conducted or proposed to existing plans be conducted, the lack of which could materially and specificationsadversely affect the business, violatesproperties, prospects, or if completed would violatefinancial condition of the Company. The Company is not in default in any material respect under any of such franchises, any applicable zoning permits, licenses, or building regulations or ordinances or other similar federal, state or municipal lawauthority.
Appears in 2 contracts
Samples: Subscription and Purchase Agreement (Phase2media Inc), Subscription and Purchase Agreement (Phase2media Inc)
Title to Properties; Encumbrances. (a) Except as set forth on Schedule 4.5 attached hereto, USAVE Integra has good, valid and marketable title to (a) all of its properties and assets (real and personal, tangible and intangible), including, without limitation, all of the properties and assets reflected in the balance sheet included as part of the Financial Statements, except as indicated in the Schedules hereto; and (b) all of the properties and assets purchased purchased by USAVE Integra since the date of the Financial Statements all of which purchases as of a date not more than two days prior to the date of this Agreement, have been set forth on Schedule 4.5 attached hereto; in each case subject to no encumbrance, lien, charge or other restriction restriction of any kind or character, except for (i) liens reflected in the balance sheet, included as part of the Financial Statements; (ii) liens consisting of zoning or planning restrictions, easementseasements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or impair the use of, such property by USAVE Integra in the operation of its business; (iii) liens for current taxes, assessments or governmental charges or levies on property not yet due and delinquent; and (iv) liens described on Schedule 4.5 attached hereto (liens of the type described in clause (i), (ii) and (iii) above are hereinafter sometimes referred to as “"Permitted Liens”").
(b) The rights, properties and other assets presently owned, leased or licensed, by USAVE Integra reflected on the balance sheet included in the Financial Statements or acquired since the date of the Financial Statement include all rights, properties and other assets necessary to permit USAVE Integra to conduct its business in the same manner as its business has heretofore been conducted. All such properties and assets owned or leased by USAVE Integra are in satisfactory condition and repair, other than ordinary wear and tear. No structure or improvement on the real property leased by USAVEIntegra, whether now existing or intended to be constructed pursuant to existing plans and specificationsspecifications, violates, or if completed would violate, any applicable zoning or building regulations or ordinances or similar federal, state or municipal law.
Appears in 1 contract
Title to Properties; Encumbrances. (a) Except as set forth on Schedule 4.5 3.8 attached hereto, USAVE the Mxxx Jxxx Group has good, valid and marketable title to (a) all of its properties and assets (real and personal, tangible and intangible), including, without limitation, all of the properties and other assets reflected in the balance sheet included as part of the Financial Statements, except as indicated in the Schedules hereto; and (b) all of the properties and assets purchased purchased by USAVE the entities of the Mxxx Jxxx Group since the date of the Financial Statements all of which purchases as of a date not more than two days prior to the date of this Agreement, have been set forth on Schedule 4.5 3.3 attached hereto; in each case subject to no encumbrance, lien, charge or other restriction restriction of any kind or character, except for (i) liens reflected in the balance sheet, included as part of the Financial Statements; (ii) liens consisting of zoning or planning restrictions, easementseasements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or impair the use of, such property by USAVE the Mxxx Jxxx Group in the operation of its businessbusinesses; (iii) liens for current taxes, assessments or governmental charges or levies on property not yet due and delinquent; and (iv) liens described on Schedule 4.5 3.8 attached hereto (liens of the type described in clause (i), (ii) and (iii) above are hereinafter sometimes referred to as “"Permitted Liens”").
(b) The rights, properties and other assets presently owned, leased or licensed, by USAVE the Mxxx Jxxx Group reflected on the balance sheet included in the Financial Statements or acquired since the date of the Financial Statement include all rights, properties and other assets necessary to permit USAVE the Mxxx Jxxx Group to conduct its business in the same manner as its business has heretofore been conducted. All such properties and assets owned or leased by USAVE the Mxxx Jxxx Group are in satisfactory condition and repair, other than ordinary wear and tear. No structure or improvement on the real property leased by USAVEthe Mxxx Jxxx Group, whether now existing or intended to be constructed pursuant to existing plans and specificationsspecifications, violates, or if completed would violate, any applicable zoning or building regulations or ordinances or similar federal, state or municipal law.
Appears in 1 contract
Title to Properties; Encumbrances. (i) The Company, the Tenneco Entities and the Tenneco Entities' Subsidiaries have good and marketable title to the respective real properties and oil and gas reserves that they own and which are reflected on the Balance Sheet and other 1995 financial statements referred to in Section 5.1(f) or were acquired since December 31, 1995, including all joint ventures and other investments (collectively, the "Fee Properties") free and clear of all Liens except (a) capitalized financing leases, (b) Liens for ad valorem real property taxes not yet due or payable, due but not yet payable or due and payable but not yet delinquent, (c) mechanics', materialmen's, operators, tax or similar Liens affecting the Fee Properties (but not excepting any such Liens which secure obligations which are delinquent unless such delinquent obligations are being contested in good faith by appropriate legal proceedings), (d) purchase money Liens arising in the ordinary course of business which may be delinquent provided, such delinquent Liens are being contested in good faith by appropriate legal proceedings, (e) those mortgages, pledges and other Liens identified on Schedule 5.1(h)(i), (f) the mortgages, security interests and Liens granted pursuant to the Credit Agreement or any documents executed in connection therewith and (g) such imperfections of title, easements and other similar encumbrances, if any, which do not in the aggregate materially detract from the value or materially interfere with the present use by the Company, the Tenneco Entities and the Tenneco Entities' Subsidiaries, as the case may be, of the Fee Properties. Fee Properties consisting of oil and gas reserves are sometimes hereinafter referred to as "Fee Reserves."
(ii) The Company has made available to the Buyer all agreements (collectively, with any and all amendments, supplements or other modifications thereto, the "Oil and Gas Leases") pursuant to which the Company, the Tenneco Entities and the Tenneco Entities' Subsidiaries lease, sublease or otherwise possess any occupancy, usage rights or Oil and Gas Interests with respect to any real property (such properties are hereinafter referred to collectively as the "Leased Properties"; the Leased Properties together with the Fee Properties, collectively, the "Properties") or the reserves of oil and gas described on the 1995 financial statements referred to in Section 5.1(f) (the "Leased Reserves"). The Leased Reserves together with the Fee Reserves are hereinafter collectively referred to as the "Reserves". Except with respect to the Reserves, the Company, the Tenneco Entities and the Tenneco Entities' Subsidiaries have no reserves of oil and gas and the Reserves are all of the oil and gas reserves utilized by the Company, the Tenneco Entities and the Tenneco Entities' Subsidiaries in its business.
(iii) The Tenneco Entities or one of the Tenneco Entities' Subsidiaries is a party to each of the Oil and Gas Leases pursuant to which the Tenneco Entities or one of the Tenneco Entities' Subsidiaries leases the Leased Properties and the Leased Reserves. Each of the Oil and Gas Leases is validly executed by the lessee, in full force and effect and represents a binding obligation of the Tenneco Entities, the Tenneco Entities' Subsidiary (as the case may be) and, to the Knowledge of the Company, the lessor thereunder in accordance with the terms thereof. Except as set forth in Schedule 5.1(h)(i), there is no default by the Tenneco Entities or any of the Tenneco Entities' Subsidiaries under the Oil and Gas Leases or to the Knowledge of the Company by any of the other parties to the Oil and Gas Leases, nor, to the Knowledge of the Company, has any event occurred which with notice, the passage of time or both would constitute such a default. The Company has no Knowledge of any adverse claims to the Leased Reserves or the rights described in the Oil and Gas Leases, nor have the Tenneco Entities received any notice of default under the Oil and Gas Leases and the quiet and peaceful possession of the Leased Reserves by the Tenneco Entities or one of the Tenneco Entities' Subsidiaries has not been disturbed. Except as disclosed on Schedule 5.1(h)(i), the Tenneco Entities have no Knowledge of any facts which, through notice or the passage or time, would constitute grounds for a forfeiture of any of the Leased Reserves under any of the Oil and Gas Leases. Except as otherwise may be set forth in any of the Oil and Gas Leases, to the Knowledge of the Company, each of the lessors or sub-lessors under the Oil and Gas Leases has title to the Leased Reserves leased pursuant thereto. For purposes hereof, the term "title" shall mean that the party possessing the same has good and marketable title to all oil and gas to which such expression is directed, together with all rights necessary to remove such oil and gas, the necessary rights to conduct such removal and the right to lease or sublease same to the Tenneco Entities and the Tenneco Entities' Subsidiaries in accordance with the terms of the Oil and Gas Leases.
(iv) Except as set forth on in Schedule 4.5 attached hereto, USAVE has good, valid and marketable title to (a) all of its properties and assets (real and personal, tangible and intangible5.1(h)(iv), including, without limitation, all to the Knowledge of the properties and assets reflected in the balance sheet included as part of the Financial StatementsCompany, except as indicated in the Schedules hereto; and (b) all of the properties and assets purchased by USAVE since the date of the Financial Statements all of which purchases as of a date not more than two days prior to the date of this Agreement, have been set forth on Schedule 4.5 attached hereto; in each case subject to no encumbrance, lien, charge or other restriction of any kind or character, except for (i) liens reflected in the balance sheet, included as part operations of the Financial Statements; (ii) liens consisting of zoning or planning restrictions, easements, permits Tenneco Entities and other restrictions or limitations on the Tenneco Entities' Subsidiaries are not dependent upon any rights to the use of real property properties of others except under the Oil and Gas Leases, the Licenses and the Contracts and (ii) all buildings, structures, machines and equipment used in the operations of the Tenneco Entities and the Tenneco Entities' Subsidiaries have been maintained in all respects in a state of adequate repair and are otherwise generally adequate for their normal operation, except for such failures that, individually or irregularities in the aggregate, would not have a Material Adverse Effect. Except as set forth in Schedule 5.1(h)(iv), (A) the Tenneco Entities have not received any notice that (1) any of such buildings, structures, machines, equipment or (2) the current use of the Properties does not conform in all material respects with all applicable ordinances, regulations and zoning or other laws, (B) such machinery and equipment is in all material respects in useable condition, and (C) to the Knowledge of the Company, there is no pending or threatened condemnation, eminent domain or similar proceeding affecting any part of the Properties or the Reserves.
(v) Other than in the ordinary course of business, neither the Tenneco Entities nor any of the Tenneco Entities' Subsidiaries have leased, subleased, optioned, assigned or otherwise transferred or entered into any agreement to lease, sublease, option, assign or otherwise transfer any interest in the Reserves so as to materially reduce its interest in the Reserves as reflected in the financial statements referred to in Section 5.1(f). No rights of reassignment, preferential purchase rights, option rights, back-in rights or other rights to transfer any material interest in any of the Reserves to any third party exist that would be triggered or violated by this Agreement.
(vi) To the Knowledge of the Company, the Tenneco Entities and the Tenneco Entities' Subsidiaries own or control all material ancillary rights, including surface access rights, rights-of-way, water rights, access to utilities and the like necessary to gain vehicular and pedestrian access to, produce, process and market Reserves from the Properties in the same manner and at the same rates as were in effect as of December 31, 1995.
(vii) With respect to the Fee Reserves, there are no parties in possession or, to the Knowledge of the Company, asserting a right of possession adverse to the possession of the Tenneco Entities or the Tenneco Entities' Subsidiaries, and, to the Knowledge of the Tenneco Entities, there are no parties asserting title thereto which do not adverse to the title of the Tenneco Entities or any of the Tenneco Entities' Subsidiaries which, if successful, would materially detract from the value of, or impair materially interfere with the present use of, such property by USAVE in the operation of its business; (iii) liens for current taxes, assessments or governmental charges or levies on property not yet due Tenneco Entities and delinquent; and (iv) liens described on Schedule 4.5 attached hereto (liens the Tenneco Entities' Subsidiaries of the type described in clause (i), (ii) Fee Reserves and (iii) above are hereinafter sometimes referred to as “Permitted Liens”)the Fee Properties.
(b) The rights, properties and other assets presently owned, leased or licensed, by USAVE reflected on the balance sheet included in the Financial Statements or acquired since the date of the Financial Statement include all rights, properties and other assets necessary to permit USAVE to conduct its business in the same manner as its business has heretofore been conducted. All such properties and assets owned or leased by USAVE are in satisfactory condition and repair, other than ordinary wear and tear. No structure or improvement on the real property leased by USAVE, whether now existing or intended to be constructed pursuant to existing plans and specifications, violates, or if completed would violate, any applicable zoning or building regulations or ordinances or similar federal, state or municipal law.
Appears in 1 contract
Samples: Subscription Agreement (First Reserve Corp /Ct/ /Adv)
Title to Properties; Encumbrances. (a) Except as set forth on Schedule 4.5 3.7 attached hereto, USAVE has Decorate and its subsidiaries have good, valid and marketable title to (a) all of its properties and assets (real and personal, tangible and intangible), including, without limitation, all of the properties and assets reflected in the balance sheet included as part of the Financial Statements, except as indicated in the Schedules hereto; and (b) all of the properties and assets purchased purchased by USAVE Decorate or its subsidiaries since the date of the Financial Statements December 31, 2000 all of which purchases as of a date not more than two days prior to the date of this Agreement, have been set forth on Schedule 4.5 3.7 attached hereto; in each case subject to no encumbrance, lien, charge or other restriction restriction of any kind or character, except for (i) liens reflected in the balance sheet, included as part of the Financial Statements; (ii) liens consisting of zoning or planning restrictions, easementseasements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or impair the use of, such property by USAVE Decorate in the operation of its business; (iii) liens for current taxes, assessments or governmental charges or levies on property not yet due and delinquent; and (iv) liens described on Schedule 4.5 3.7 attached hereto (liens of the type described in clause (i), (ii) and (iii) above are hereinafter sometimes referred to as “"Permitted Liens”").
(b) The rights, properties and other assets presently owned, leased or licensed, by USAVE Decorate and its subsidiaries reflected on the balance sheet included in the Financial Statements or acquired since the date of the Financial Statement December 31, 2000 include all rights, properties and other assets necessary to permit USAVE Decorate to conduct its business in the same manner as its business has heretofore been conducted. All such properties and assets owned or leased by USAVE Decorate are in satisfactory condition and repair, other than ordinary wear and tear. No structure or improvement on the real property leased by USAVEDecorate, whether now existing or intended to be constructed pursuant to existing plans and specificationsspecifications, violates, or if completed would violate, any applicable zoning or building regulations or ordinances or similar federal, state or municipal law.
Appears in 1 contract
Title to Properties; Encumbrances. Schedule 3.8 contains a complete and accurate list of all real estate property, leaseholds or other similar interests owned by any Cinemex Company. Cinemex has made available to Buyers copies of the deeds and other instruments by which the Cinemex Companies acquired such real estate property and other interests. The Cinemex Companies own (with good and marketable title in the case of real estate property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real estate property, personal property or mixed and whether tangible or intangible) that they purport to own. Except as set forth in Schedule 3.8, all material properties and assets owned by Cinemex are free and clear of all Encumbrances and are not, in the case of real estate property, subject to any rights of way, building use restrictions, exceptions, variances, reservations or limitations of any nature except, with respect to all such material properties and assets, (a) Except mortgages, guaranty trusts or security interests, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) liens for current Taxes not yet due, (c) Encumbrances or minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or materially impairs the use of the property subject thereto, or materially impairs the operations of any Cinemex Company, and (d) with respect to real estate property, zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants and structures owned by the Cinemex Companies lie wholly within the boundaries of the real estate property owned or leased by the Cinemex Companies and do not encroach upon the property of, or, except as set forth on Schedule 4.5 attached hereto3.8 or as would not, USAVE has good, valid and marketable title to (a) all of its properties and assets (real and personal, tangible and intangible), including, without limitation, all of the properties and assets reflected individually or in the balance sheet included as part of aggregate, reasonably be expected to have a Material Adverse Effect, otherwise conflict with the Financial Statements, except as indicated in the Schedules hereto; and (b) all of the properties and assets purchased by USAVE since the date of the Financial Statements all of which purchases as of a date not more than two days prior to the date of this Agreement, have been set forth on Schedule 4.5 attached hereto; in each case subject to no encumbrance, lien, charge or other restriction property rights of any kind or character, except for (i) liens reflected in the balance sheet, included as part of the Financial Statements; (ii) liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or impair the use of, such property by USAVE in the operation of its business; (iii) liens for current taxes, assessments or governmental charges or levies on property not yet due and delinquent; and (iv) liens described on Schedule 4.5 attached hereto (liens of the type described in clause (i), (ii) and (iii) above are hereinafter sometimes referred to as “Permitted Liens”)Person.
(b) The rights, properties and other assets presently owned, leased or licensed, by USAVE reflected on the balance sheet included in the Financial Statements or acquired since the date of the Financial Statement include all rights, properties and other assets necessary to permit USAVE to conduct its business in the same manner as its business has heretofore been conducted. All such properties and assets owned or leased by USAVE are in satisfactory condition and repair, other than ordinary wear and tear. No structure or improvement on the real property leased by USAVE, whether now existing or intended to be constructed pursuant to existing plans and specifications, violates, or if completed would violate, any applicable zoning or building regulations or ordinances or similar federal, state or municipal law.
Appears in 1 contract
Samples: Stock Purchase Agreement (Loews Cineplex Entertainment Corp)
Title to Properties; Encumbrances. (a) Except as set forth on Schedule 4.5 2.5 attached hereto, USAVE the Company has good, valid and marketable title to (a) all of its properties and assets (real and personal, tangible and intangible), including, without limitation, all of the properties and assets reflected in the balance sheet included as part of the Financial Statements, except as indicated in the Schedules hereto; and (b) all of the material properties and assets purchased purchased by USAVE the Company since the date of the Financial Statements Balance Sheet Date all of which purchases as of a date not more than two days prior to the date of this Agreement, have been set forth on Schedule 4.5 2.5 attached hereto; in each case subject to no encumbrance, lien, charge or other restriction restriction of any kind or character, except for (i) liens reflected in the balance sheet, included as part of the Financial Statements; (ii) liens consisting of zoning or planning restrictions, easementseasements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or impair the use of, such property by USAVE the Company in the operation of its business; (iii) liens for current taxes, assessments or governmental charges or levies on property not yet due and delinquent; and (iv) liens described on Schedule 4.5 2.5 attached hereto (liens of the type described in clause (i), (ii) and (iii) above are hereinafter sometimes referred to as “"Permitted Liens”").
(b) The rights, properties and other assets presently owned, leased or licensed, by USAVE the Company reflected on the balance sheet included in the Financial Statements or acquired since the date of the Financial Statement Balance Sheet Date include all rights, properties and other assets necessary to permit USAVE the Company to conduct its business in the same manner as its business has heretofore been conducted. All such properties and assets owned or leased by USAVE the Company are in satisfactory condition and repair, other than ordinary wear and tear. No To the Company's knowledge, no structure or improvement on the real property leased by USAVEthe Company, whether now existing or intended to be constructed pursuant to existing plans and specificationsspecifications, violates, or if completed would violate, any applicable zoning or building regulations or ordinances or similar federal, state or municipal law. With respect to the real property and structures and improvements, whether now existing, under construction or intended to be constructed pursuant to existing plans and specifications, the Company has all governmental permits, approvals, consents or similar authorizations necessary to own or lease, construct and operate its properties, each of which are listed on Schedule 2.5(b). Such governmental permits, approvals, consents or similar authorizations will remain in effect or, if due to expire by its terms, the Shareholders have no reason to believe that they will not be renewable in accordance with their terms. To the Company's knowledge, no violations of any easements or restrictions relating to the real property exist. To the Company's knowledge, no material structural defects in any of the buildings or other improvements erected on the leased real property exist.
Appears in 1 contract
Title to Properties; Encumbrances. Schedule 2.6 contains a complete and accurate list of all leaseholds (aincluding, with respect thereto, the "commencement date" of each related lease agreement) or other interests in real property currently owned by TWC. TWC has good and valid title to all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) reflected as owned in TWC's balance sheet as of September 30, 1997 (the " September Balance Sheet"), and upon consummation of the Contemplated Transactions, the Surviving Corporation will be vested with good and valid title to all such properties and assets (except for personal property sold since the date of the September Balance Sheet in the Ordinary Course of Business and except that the contracts governing certain leasehold interests held by TWC require the consent of the applicable landlords for the consummation of the Contemplated Transactions which consents Anicom has specifically requested that TWC neither seek nor obtain) and all of the material properties and assets purchased or otherwise acquired by TWC since the date of the September Balance Sheet (except for supplies, inventory, and personal property acquired and/or sold since the date of the September Balance Sheet in the Ordinary Course of Business) are listed in Schedule 2.6. Except as set forth on Schedule 4.5 2.6 attached hereto, USAVE has goodTWC does not use any furniture, valid and marketable title to (a) all of its properties and assets (real and personal, tangible and intangible), including, without limitationfixtures or equipment which it does not own. Except as set forth on Schedule 2.6, all of the properties and assets reflected in the balance sheet included as part September Balance Sheet are free and clear of all Encumbrances, except (i) Encumbrances disclosed in the Financial Statements, except as indicated in the Schedules hereto; and (b) all of the properties and assets purchased by USAVE since the date of the Financial Statements all of which purchases as of a date not more than two days prior to the date of this Agreement, have been set forth on Schedule 4.5 attached hereto; in each case subject to no encumbrance, lien, charge or other restriction of any kind or character, except for (i) liens reflected in the balance sheet, included as part of the Financial Statements; (ii) liens consisting of zoning or planning restrictionsEncumbrances for Taxes, easements, permits assessments and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or impair the use of, such property by USAVE in the operation of its business; (iii) liens for current taxes, assessments or governmental charges or levies on property not yet due and delinquent; and payable or due but not delinquent or being contested in good faith by appropriate proceedings, (iii) mechanics', workmen's, repairmen's, warehousemen's, carriers' or other like Encumbrances arising or incurred in the Ordinary Course of Business, (iv) liens described equipment leases listed on Schedule 4.5 attached hereto (liens 2.6 with third parties entered into in the Ordinary Course of the type described in clause (i)Business, (iiv) with respect to real property, easements, quasi-easements, licenses, covenants, rights of way, and other similar restrictions and zoning, building and other similar restrictions of record and (iiivi) above are hereinafter sometimes referred to as “Permitted Liens”).
(b) The rightsEncumbrances which, properties and other assets presently owned, leased individually or licensed, by USAVE reflected on the balance sheet included in the Financial Statements aggregate, will not have a TWC Material Adverse Effect. To TWC Shareholders' Knowledge, TWC has no material liabilities or acquired since the date obligations of the Financial Statement include all rightsany nature with respect to real property previously owned or operated by TWC which would, properties and other assets necessary to permit USAVE to conduct its business individually or in the same manner as its business has heretofore been conducted. All such properties and assets owned or leased by USAVE are in satisfactory condition and repairaggregate, other than ordinary wear and tear. No structure or improvement on the real property leased by USAVE, whether now existing or intended to be constructed pursuant to existing plans and specifications, violates, or if completed would violate, any applicable zoning or building regulations or ordinances or similar federal, state or municipal lawhave a TWC Material Adverse Effect.
Appears in 1 contract
Title to Properties; Encumbrances. (a) Except as set forth on Schedule 4.5 attached hereto, USAVE has GPEH and its subsidiaries have good, valid and marketable title to (a) all of its properties and assets (real and personal, tangible and intangible), including, without limitation, all of the properties and assets reflected in the balance sheet included as part of the GPEH Financial Statements, except as indicated in the Schedules hereto; and (b) all of the properties and assets purchased purchased by USAVE GPEH or its subsidiaries since the date of the Financial Statements December 31, 2002 all of which purchases as of a date not more than two days prior to the date of this Agreement, have been set forth on Schedule 4.5 attached hereto; in each case subject to no encumbrance, lien, charge or other restriction restriction of any kind or character, except for (i) liens reflected in the balance sheet, included as part of the GPEH Financial Statements; (ii) liens consisting of zoning or planning restrictions, easementseasements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or impair the use of, such property by USAVE GPEH in the operation of its business; (iii) liens for current taxes, assessments or governmental charges or levies on property not yet due and delinquent; and (iv) liens described on Schedule 4.5 attached hereto (liens of the type described in clause (i), (ii) and (iii) above are hereinafter sometimes referred to as “"Permitted Liens”").
(b) The rights, properties and other assets presently owned, leased or licensed, by USAVE GPEH and its subsidiaries reflected on the balance sheet included in the GPEH Financial Statements or acquired since the date of the Financial Statement December 31, 2002 include all rights, properties and other assets necessary to permit USAVE GPEH to conduct its business in the same manner as its business has heretofore been conducted. All such properties and assets owned or leased by USAVE GPEH are in satisfactory condition and repair, other than ordinary wear and tear. No To the knowledge of GPEH, no structure or improvement on the real property leased by USAVEGPEH, whether now existing or intended to be constructed pursuant to existing plans and specificationsspecifications, violates, or if completed would violate, any applicable zoning or building regulations or ordinances or similar federal, state or municipal law.
Appears in 1 contract
Samples: Securities Exchange Agreement (Green Power Energy Holdings Corp)
Title to Properties; Encumbrances. (a) Except as set forth on Schedule 4.5 1.7 attached hereto, USAVE has Caribsun and Coconut Hall each have good, valid and marketable title to (a) all of its their respective properties and assets (real and personal, tangible and intangible), including, without limitation, all of the properties and assets reflected in the balance sheet included as part of the August Financial Statements, except as indicated in the Schedules hereto; and (b) all of the properties and assets purchased purchased by USAVE Caribsun and Coconut Hall since the date of the Financial Statements August Balance Sheet Date all of which purchases as of a date not more than two days prior to the date of this Agreement, have been set forth on Schedule 4.5 1.7 attached hereto; in each case subject to no encumbrance, lien, charge or other restriction restriction of any kind or character, except for (i) liens reflected in the balance sheet, included as part of the August Financial Statements; (ii) liens consisting of zoning or planning restrictions, easementseasements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or impair the use of, such property by USAVE Caribsun and Coconut Hall in the operation of its business; (iii) liens for current taxes, assessments or governmental charges or levies on property not yet due and delinquent; and (iv) liens described on Schedule 4.5 1.7 attached hereto (liens of the type described in clause (i), (ii) and (iii) above are hereinafter sometimes referred to as “"Permitted Liens”").
(b) The rights, properties and other assets presently owned, leased or licensed, by USAVE Caribsun reflected on the balance sheet included in the August Financial Statements or acquired since the date of the Financial Statement August Balance Sheet Date include all rights, properties and other assets necessary to permit USAVE Caribsun to conduct its business in the same manner as its business has heretofore been conducted. All such properties and assets owned or leased by USAVE Caribsun are in satisfactory condition and repair, other than ordinary wear and tear. No structure or improvement on the real property leased by USAVECaribsun, whether now existing or intended to be constructed pursuant to existing plans and specificationsspecifications, violates, or if completed would violate, any applicable zoning or building regulations or ordinances or similar federal, state or municipal law. With respect to the real property and structures and improvements, whether now existing, under construction or intended to be constructed pursuant to existing plans and specifications, Caribsun and Coconut Hall each have all governmental permits, approvals, consents or similar authorizations necessary to own or lease, construct and operate its properties, each of which are listed on Schedule 1.7(b). Such governmental permits, approvals, consents or similar authorizations will remain in effect or, if due to expire by its terms, Caribsun and Ascot have no reason to believe that they will not be renewable in accordance with their terms. No violations of any easements or restrictions relating to the real property exist. No material structural defects in any of the buildings or other improvements erected on the leased real property exist.
Appears in 1 contract
Samples: Securities Exchange Agreement (Great American Backrub Store Inc)
Title to Properties; Encumbrances. (a) Except as set forth on Schedule 4.5 attached hereto, USAVE NYBD has good, valid and marketable title to (a) all of its properties and assets (real and personal, tangible and intangible), including, without limitation, all of the properties and assets reflected in the balance sheet included as part of the Financial Statements, except as indicated in the Schedules hereto; and (b) all of the properties and assets purchased purchased by USAVE NYBD since the date of the Financial Statements all of which purchases as of a date not more than two days prior to the date of this Agreement, have been set forth on Schedule 4.5 attached hereto; in each case subject to no encumbrance, lien, charge or other restriction restriction of any kind or character, except for (i) liens reflected in the balance sheet, included as part of the Financial Statements; (ii) liens consisting of zoning or planning restrictions, easementseasements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or impair the use of, such property by USAVE NYBD in the operation of its business; (iii) liens for current taxes, assessments or governmental charges or levies on property not yet due and delinquent; and (iv) liens described on Schedule 4.5 attached hereto (liens of the type described in clause (i), (ii) and (iii) above are hereinafter sometimes referred to as “Permitted Liens”).
(b) The rights, properties and other assets presently owned, leased or licensed, by USAVE NYBD reflected on the balance sheet included in the Financial Statements or acquired since the date of the Financial Statement include all rights, properties and other assets necessary to permit USAVE NYBD to conduct its business in the same manner as its business has heretofore been conducted. All such properties and assets owned or leased by USAVE NYBD are in satisfactory condition and repair, other than ordinary wear and tear. No structure or improvement on the real property leased by USAVENYBD , whether now existing or intended to be constructed pursuant to existing plans and specificationsspecifications, violates, or if completed would violate, any applicable zoning or building regulations or ordinances or similar federal, state or municipal law.
Appears in 1 contract
Samples: Securities Exchange Agreement (League Now Holdings Corp)
Title to Properties; Encumbrances. Leases.
(a) Except as set forth on Schedule 4.5 2.6 attached hereto, USAVE contains a complete and accurate list setting forth the name and address of each parcel of material real property owned in fee by the Transaction Parties. Except for such properties and assets which have been sold or otherwise disposed of in the ordinary course of business, each of the Transaction Parties has good, valid and marketable good title to (a) all of its properties and assets (real and whether real, personal, mixed, tangible and or intangible), including, without limitation, all of the properties and assets reflected in the balance sheet included as part of the Financial Statements, except as indicated in the Schedules hereto; and (b) all of the properties and assets purchased by USAVE since the date of the Financial Statements all of which purchases as of a date not more than two days prior to the date of this Agreement, have been set forth on Schedule 4.5 attached hereto; in each case subject to no encumbrance, lien, charge or other restriction restriction of any kind or charactercharacter ("Encumbrances"), except for (i) liens reflected in the balance sheet, included as part of the Financial Statements; (ii) liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or impair the use of, such property by USAVE in the operation of its business; (iii) liens Encumbrances for current taxes, assessments or governmental charges or levies on property not yet due and delinquent; , (ii) liens and security interests created pursuant to the Credit Agreement, (iii) Encumbrances arising by operation of law and (iv) liens described on Schedule 4.5 attached hereto other Encumbrances which could not reasonably be expected to have a Material Adverse Effect (liens Encumbrances of the type described in clause clauses (i), ) - (ii) and (iiiiv) above are hereinafter sometimes referred to as “"Permitted Liens”Encumbrances"). Each Transaction Party owns or otherwise has the right to use all of the property now used and material to the operation of the business of the Transaction Parties taken as a whole, which personal property is in good operating condition and repair, ordinary wear and tear excepted and substantially fit for the purpose for which they are being utilized and constitutes all of the property necessary to conduct its business as it is presently being conducted.
(b) The rightsSchedule 2.6 attached hereto contains an accurate and complete list of all material property (whether real, properties personal, mixed, tangible or intangible) leased or sub-leased by the Transaction Parties, including all amendments, extensions and other assets presently owned, leased or licensed, by USAVE reflected on modifications but excluding customary equipment leases (the balance sheet included "Leases"). Each Lease is in full force and effect; the Financial Statements or acquired since the date Transaction Parties have a good and valid leasehold interest in and to all of the Financial Statement include leased property, subject to no Encumbrances, except Permitted Encumbrances; all rightsrents and additional rents due to date from any of the Transaction Parties in respect of each such Lease have been paid; no Transaction Party has received notice that it is in default under any Lease; and, properties and other assets necessary to permit USAVE to conduct its business in the same manner as its business has heretofore been conducted. All knowledge of each of the Transaction Parties, there exists no event, occurrence, condition or act (including the consummation of the Transaction) which, with the giving of notice, the lapse of time or the happening of any further event or condition, would become a default by any Transaction Party under any such properties and assets owned or leased by USAVE are in satisfactory condition and repair, other than ordinary wear and tear. No structure or improvement on the real property leased by USAVE, whether now existing or intended to be constructed pursuant to existing plans and specifications, violates, or if completed would violate, any applicable zoning or building regulations or ordinances or similar federal, state or municipal lawLease.
Appears in 1 contract
Samples: Securities Purchase Agreement (American Physician Partners Inc)
Title to Properties; Encumbrances. (a) Except as set forth on Schedule 4.5 attached heretofor Intellectual Property Assets (covered in Section 3.17), USAVE has goodthe Acquired Companies own all the assets that they purport to own (whether real, valid personal or mixed and marketable title to (a) all of its properties and assets (real and personal, whether tangible and or intangible), including, without limitationbut not limited to, all of the properties and assets reflected in the balance sheet included as part of Balance Sheet and the Financial StatementsInterim Balance Sheet, except as indicated in the Schedules hereto; and (b) all of the properties and assets purchased by USAVE for personal property sold since the date of the Financial Statements Balance Sheet and Interim Balance Sheet in the Ordinary Course of Business. All assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances other than (i) security interests incurred in connection with the purchase of which purchases as of a date not more than two days prior to property or assets after the date of this Agreementthe Interim Balance Sheet (such security interests being limited to the property or assets so required), have been set forth on Schedule 4.5 attached hereto; in each case subject with respect to which no encumbrancedefault (or event that, lienwith notice or lapse of time or both, charge or other restriction of any kind or characterwould constitute a default) exists, except for (i) liens reflected in the balance sheet, included as part of the Financial Statements; (ii) liens consisting of zoning or planning restrictionsfor current taxes not yet due, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or impair the use of, such property by USAVE in the operation of its business; (iii) liens for current taxes, assessments or governmental charges or levies on property not yet due and delinquent; security interests listed in Part 3.5(a) of the Disclosure Letter and (iv) liens described on Schedule 4.5 attached hereto of carriers, warehousemen, mechanics and materialmen, liens in connection with workers compensation, unemployment insurance or other forms of governmental insurance or benefits (liens of the type described in clause (i), (ii) and (iii) above are hereinafter sometimes referred to as “Permitted Liens”other than Tax Encumbrances).
(b) The rightsAcquired Companies do not own any real property. Part 3.5(b) of the Disclosure Letter contains a complete list of all real property leases (collectively, properties the "REAL PROPERTY LEASES") to which any of the Acquired Companies is a party. The Acquired Companies have a valid leasehold interest in all of the Real Property Leases, free and clear of Encumbrances other than (i) current taxes not yet due and payable, (ii) zoning laws and other assets presently owned, leased land use restrictions that do not impair the present or licensed, by USAVE reflected on the balance sheet included in the Financial Statements or acquired since the date anticipated use of the Financial Statement include all rightsReal Property Leases by the Acquired Companies, properties and other assets necessary to permit USAVE to conduct its business in the same manner as its business has heretofore been conducted. All such properties and assets owned (iii) rights of way, building use restrictions, exceptions, variances, reservations, or leased by USAVE are in satisfactory condition and repair, limitations of any nature other than ordinary wear restrictions, covenants, conditions and tear. No structure easements of record, (iv) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or improvement on impairs the real property leased by USAVE, whether now existing or intended to be constructed pursuant to existing plans and specifications, violatesuse of the Real Property Leases subject thereto, or if completed would violateimpairs the operations of any Acquired Company, and (v) any applicable zoning landlord/owner financing permitted under the terms of such Real Property Leases. The Acquired Companies are not now in default under any of the Real Property Leases and, to the Inquiry Knowledge of the Company, there is no default by any other party thereto which, after the passage of time or building regulations or ordinances or similar federalotherwise, state or municipal lawcould lead to a default thereunder.
Appears in 1 contract
Samples: Merger Agreement (Depuy Inc)
Title to Properties; Encumbrances. (a) Except as set forth on Schedule 4.5 2.13 attached hereto, USAVE Purchaser has good, valid and marketable title to (a) all of its properties and assets (real and personal, tangible and intangible), including, without limitation, all of the properties and assets reflected in the balance sheet included as part of the Purchaser's Financial Statements, except as indicated in the Schedules hereto; and (b) all of the properties and assets purchased purchased by USAVE Purchaser since the date of the Purchaser's Financial Statements all of which purchases as of a date not more than two days prior to the date of this Agreement, have been set forth on Schedule 4.5 2.13 attached hereto; in each case subject to no encumbrance, lien, charge or other restriction restriction of any kind or character, except for (i) liens reflected in the balance sheet, included as part of the Purchaser's Financial Statements; (ii) liens consisting of zoning or planning restrictions, easementseasements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or impair the use of, such property by USAVE Purchaser in the operation of its business; (iii) liens for current taxes, assessments or governmental charges or levies on property not yet due and delinquent; and (iv) liens described on Schedule 4.5 2.13 attached hereto (liens of the type described in clause (i), (ii) and (iii) above are hereinafter sometimes referred to as “"Permitted Liens”").
(b) The rights, properties and other assets presently owned, leased or licensed, by USAVE Purchaser reflected on the balance sheet included in the Purchaser's Financial Statements or acquired since the date of the Purchaser's Financial Statement include all rights, properties and other assets necessary to permit USAVE Purchaser to conduct its business in the same manner as its business has heretofore been conducted. All such properties and assets owned or leased by USAVE Purchaser are in satisfactory condition and repair, other than ordinary wear and tear. No structure or improvement on the real property leased by USAVEPurchaser, whether now existing or intended to be constructed pursuant to existing plans and specificationsspecifications, violates, or if completed would violate, any applicable zoning or building regulations or ordinances or similar federal, state or municipal law.
Appears in 1 contract
Samples: Securities Exchange Agreement (Brighton Technologies Corp)
Title to Properties; Encumbrances. (a) Except as set forth on Schedule 4.5 5.12 attached hereto, USAVE Be Safe has good, valid and marketable title to (a) all of its properties and assets (real and personal, tangible and intangible), including, without limitation, all of the properties and assets reflected in the balance sheet included as part of the Financial Statements, except as indicated in the Schedules hereto; and (b) all of the properties and assets purchased purchased by USAVE Be Safe since the date of the Financial Statements all of which purchases as of a date not more than two days prior to the date of this Agreement, have been set forth on Schedule 4.5 5.12 attached hereto; in each case subject to no encumbrance, lien, charge or other restriction restriction of any kind or character, except for (i) liens reflected in the balance sheet, included as part of the Financial Statements; (ii) liens consisting of zoning or planning restrictions, easementseasements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or impair the use of, such property by USAVE Be Safe in the operation of its business; (iii) liens for current taxes, assessments or governmental charges or levies on property not yet due and delinquent; and (iv) liens described on Schedule 4.5 5.12 attached hereto (liens of the type described in clause (i), (ii) and (iii) above are hereinafter sometimes referred to as “"Permitted Liens”").
(b) The rights, properties and other assets presently owned, leased or licensed, by USAVE Be Safe reflected on the balance sheet included in the Financial Statements or acquired since the date of the Financial Statement include all rights, properties and other assets necessary to permit USAVE Be Safe to conduct its business in the same manner as its business has heretofore been conducted. All such properties and assets owned or leased by USAVE Be Safe are in satisfactory condition and repair, other than ordinary wear and tear. No structure or improvement on the real property leased by USAVEBe Safe, whether now existing or intended to be constructed pursuant to existing plans and specificationsspecifications, violates, or if completed would violate, any applicable zoning or building regulations or ordinances or similar federal, state or municipal law.
Appears in 1 contract
Samples: Securities Exchange Agreement (Be Safe Services Inc)
Title to Properties; Encumbrances. (a) Except Aloha has and as set forth on Schedule 4.5 attached hereto, USAVE has of the Closing will have good, valid and marketable title to (a) all of its the properties and assets (real which are reflected in its books and personal, tangible and intangible)records as being owned, including, without limitation, all of the properties and assets reflected in the balance sheet included as part of the Financial StatementsLatest Balance Sheet, except as indicated in the Schedules hereto; and (b) all of the properties and assets purchased purchased by USAVE Aloha since the date of the Financial Statements Latest Balance Sheet including, without limitation, all the properties and assets which will be reflected in the Closing Statement (except for properties and assets sold in the ordinary course of which purchases as of a date not more than two days prior to business consistent with past practice since the date of the Latest Balance Sheet or as specifically contemplated by this Agreement). All such properties and assets are, have been set forth on Schedule 4.5 attached hereto; in each case subject to no encumbranceor as of the Closing will be, lienfree and clear of all title defects or objections, charge liens, claims, charges, security interests or other restriction encumbrances of any kind nature whatsoever, including, without limitation, leases, chattel mortgages, conditional sales contracts, collateral security arrangements and other title or characterinterest retention arrangements, except for except, (i) liens reflected in shown on the balance sheetLatest Balance Sheet as securing specified liabilities or obligations, included as part of the Financial Statements; with respect to which no default exists, (ii) liens consisting minor imperfections of zoning or planning restrictionstitle, easementsif any, permits and other restrictions or limitations on the use none of real property or irregularities which are substantial in title thereto which do not materially detract from the value ofamount, or impair the use of, such of the property by USAVE subject thereto or impair the operations of Aloha and which have arisen only in the operation ordinary course of its business; business consistent with past practice, and (iii) liens for current taxes, assessments or governmental charges or levies on property taxes not yet due and delinquent; and (iv) liens described on Schedule 4.5 attached hereto (liens of the type described in clause (i), (ii) and (iii) above are hereinafter sometimes referred to as “Permitted Liens”).
(b) due. The rights, properties and other assets presently owned, leased or licensedlicensed by Aloha and reflected in its books and records as being owned, by USAVE reflected on the balance sheet included in the Financial Statements leased or acquired since the date of the Financial Statement licensed include all rights, properties and other assets necessary to permit USAVE Aloha to conduct its business in all material respects in the same manner as its business has heretofore been conducted. All such properties and assets owned or leased by USAVE are in satisfactory condition and repair, other than ordinary wear and tear. No structure or improvement on conducted prior to the real property leased by USAVE, whether now existing or intended to be constructed pursuant to existing plans and specifications, violates, or if completed would violate, any applicable zoning or building regulations or ordinances or similar federal, state or municipal lawdate hereof.
Appears in 1 contract
Title to Properties; Encumbrances. (a) Except as set forth on Schedule 4.5 5.12 attached hereto, USAVE LEAGUE NOW has good, valid and marketable title to (a) all of its properties and assets (real and personal, tangible and intangible), including, without limitation, all of the properties and assets reflected in the balance sheet included as part of the Financial Statements, except as indicated in the Schedules hereto; and (b) all of the properties and assets purchased purchased by USAVE LEAGUE NOW since the date of the Financial Statements all of which purchases as of a date not more than two days prior to the date of this Agreement, have been set forth on Schedule 4.5 5.12 attached hereto; in each case subject to no encumbrance, lien, charge or other restriction restriction of any kind or character, except for (i) liens reflected in the balance sheet, included as part of the Financial Statements; (ii) liens consisting of zoning or planning restrictions, easementseasements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or impair the use of, such property by USAVE LEAGUE NOW in the operation of its business; (iii) liens for current taxes, assessments or governmental charges or levies on property not yet due and delinquent; and (iv) liens described on Schedule 4.5 5.12 attached hereto (liens of the type described in clause (i), (ii) and (iii) above are hereinafter sometimes referred to as “Permitted Liens”).
(b) The rights, properties and other assets presently owned, leased or licensed, by USAVE LEAGUE NOW reflected on the balance sheet included in the Financial Statements or acquired since the date of the Financial Statement include all rights, properties and other assets necessary to permit USAVE LEAGUE NOW to conduct its business in the same manner as its business has heretofore been conducted. All such properties and assets owned or leased by USAVE LEAGUE NOW are in satisfactory condition and repair, other than ordinary wear and tear. No structure or improvement on the real property leased by USAVELEAGUE NOW , whether now existing or intended to be constructed pursuant to existing plans and specificationsspecifications, violates, or if completed would violate, any applicable zoning or building regulations or ordinances or similar federal, state or municipal law.
Appears in 1 contract
Samples: Securities Exchange Agreement (League Now Holdings Corp)
Title to Properties; Encumbrances. (a) Except (i) as set forth on Schedule 4.5 attached hereto2.6(a) and (ii) for properties and assets reflected in the Balance Sheet or acquired since the Balance Sheet Date which have been sold or otherwise disposed of in the Ordinary Course, USAVE and except for the Excluded Assets, Contributor or the Company has good, valid and marketable title to (a) all to, or in the case of its properties and assets (real and personalleased assets, tangible and intangible), including, without limitationa valid leasehold interest in, all of the properties and assets reflected in the balance sheet included as part of the Financial StatementsContributed Assets, except as indicated in the Schedules hereto; and (b) all of the properties and assets purchased by USAVE since the date of the Financial Statements all of which purchases as of a date not more than two days prior to the date of this Agreement, have been set forth on Schedule 4.5 attached hereto; in each case subject to no encumbrance, lien, charge or other restriction of any kind or characterEncumbrance, except for (iA) liens reflected in the balance sheetBalance Sheet, included as part of the Financial Statements; (iiB) liens consisting of zoning or planning restrictions, easementseasements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto thereto, and other liens or other imperfections in title, if any, which do not not, individually or in the aggregate, materially detract from the value of, or impair the use of, such property by USAVE the Division in the operation of its business; , (iiiC) liens for current taxes, assessments or governmental charges or levies on property not yet due and delinquent; delinquent and (ivD) liens described on Schedule 4.5 attached hereto 2.6(a) (liens of the type described in clause clauses (iA), (iiB), (C) and (iiiD) above are hereinafter sometimes referred to as “Division Permitted Liens”). Upon the consummation of the transactions contemplated hereby, and assuming the receipt of any and all consents required to assign the Assumed Contracts, Contributor shall transfer all of the Contributed Assets to FADV free and clear of any Encumbrances (other than Division Permitted Liens and the Assumed Liabilities).
(b) The rightsExcept (i) as set forth on Schedule 2.6(b) (and except for property leased by the Company, which, for the avoidance of doubt, is represented and warranted to in Section 2.8) and (ii) for properties and other assets presently owned, leased or licensed, by USAVE reflected on the balance sheet included in the Financial Statements Balance Sheet or acquired since the date Balance Sheet Date which have been sold or otherwise disposed of in the Ordinary Course, and except for the Excluded Assets, the Company has good, valid and marketable title to (A) all of its properties and assets (real and personal, tangible and intangible), including all of the Financial Statement include all rights, properties and other assets necessary to permit USAVE to conduct its business reflected in the same manner Balance Sheet, except as its business has heretofore been conductedindicated in the notes thereto, and (B) all of the properties and assets purchased by the Company since the Balance Sheet Date; in each case subject to no Encumbrance, except for Division Permitted Liens and liens described on Schedule 2.6(b). All such properties The tangible personal property, real property and assets owned or leased by USAVE are the Companies (as defined in satisfactory condition and repairthe First American Contribution Agreement), other than ordinary wear and tear. No structure or improvement on together with the Contributed Assets, the tangible personal property, real property leased and assets subject to the Related Agreements, and the tangible personal property, real property and assets used by USAVEFirst American and its Affiliates to provide services to FADV and its Affiliates under the Related Agreements, whether now existing or intended to be constructed pursuant to existing plans constitute all of the tangible personal property, real property and specifications, violates, or if completed would violate, any applicable zoning or building regulations or ordinances or similar federal, state or municipal lawassets necessary for the conduct of the Business as conducted in the Ordinary Course in all material respects.
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Title to Properties; Encumbrances. (a) Except as set forth on Schedule 4.5 attached hereto, USAVE FNDB has good, valid and marketable title to (a) all of its properties and assets (real and personal, tangible and intangible), including, without limitation, all of the properties and assets reflected in the balance sheet included as part of the Financial Statements, except as indicated in the Schedules hereto; and (b) all of the properties and assets purchased purchased by USAVE FNDB since the date of the Financial Statements all of which purchases as of a date not more than two days prior to the date of this Agreement, have been set forth on Schedule 4.5 attached hereto; in each case subject to no encumbrance, lien, charge or other restriction restriction of any kind or character, except for (i) liens reflected in the balance sheet, included as part of the Financial Statements; (ii) liens consisting of zoning or planning restrictions, easementseasements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or impair the use of, such property by USAVE FNDB in the operation of its business; (iii) liens for current taxes, assessments or governmental charges or levies on property not yet due and delinquent; and (iv) liens described on Schedule 4.5 attached hereto (liens of the type described in clause (i), (ii) and (iii) above are hereinafter sometimes referred to as “"Permitted Liens”").
(b) The rights, properties and other assets presently owned, leased or licensed, by USAVE FNDB reflected on the balance sheet included in the Financial Statements or acquired since the date of the Financial Statement include all rights, properties and other assets necessary to permit USAVE FNDB to conduct its business in the same manner as its business has heretofore been conducted. All such properties and assets owned or leased by USAVE FNDB are in satisfactory condition and repair, other than ordinary wear and tear. No structure or improvement on the real property leased by USAVEFNDB, whether now existing or intended to be constructed pursuant to existing plans and specificationsspecifications, violates, or if completed would violate, any applicable zoning or building regulations or ordinances or similar federal, state or municipal law.
Appears in 1 contract
Samples: Securities Exchange Agreement (Be Safe Services Inc)
Title to Properties; Encumbrances. (ai) Except as set forth on Schedule 4.5 attached heretoin --------------------------------- Section 3.01(g)(i) of the Company Disclosure Letter, USAVE the Company and each of its Subsidiaries and each Relevant Entity (as defined in Section 3.01(g)(iii) hereof) has good, valid and marketable good title to (aA) all of its material tangible properties and assets (real and personal, tangible and intangible), including, without limitation, all of the properties and assets reflected in the consolidated balance sheet included as part of the Financial StatementsSeptember 30, 1999 except as indicated in the Schedules hereto; notes thereto and (b) all of the except for properties and assets purchased by USAVE since reflected in the date of the Financial Statements all of which purchases consolidated balance sheet as of a date not more than two days prior to the date of this AgreementSeptember 30, 1999 which have been set forth on Schedule 4.5 attached heretosold or otherwise disposed of in the ordinary course of business after such date, and (B) all the material tangible properties and assets purchased by the Company and any of its Subsidiaries and each Relevant Entity since September 30, 1999 except for such properties and assets which have been sold or otherwise disposed of in the ordinary course of business; in each case subject to no encumbrance, lien, charge or other restriction of any kind or characterEncumbrance, except for (i1) liens Encumbrances reflected in the consolidated balance sheetsheet as of September 30, included as part of 1999 (including the Financial Statements; notes thereto), (ii2) liens Encumbrances consisting of zoning or planning restrictions, easementseasements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or materially impair the use of, such property by USAVE the Company or any of its Subsidiaries in the operation of its respective business; , (iii3) statutory liens or liens of landlords, carriers, warehousemen, mechanics, suppliers, materialmen or repairmen arising in the ordinary course of business, (4) Encumbrances for current taxes, assessments or governmental charges or levies on property not yet due and delinquent; delinquent and (iv5) liens described such Encumbrances as would not have a material adverse effect on Schedule 4.5 attached hereto (liens the Condition of the type described in clause (i), (ii) Company and (iii) above are hereinafter sometimes referred to its Subsidiaries taken as “Permitted Liens”)a whole.
(b) The rights, properties and other assets presently owned, leased or licensed, by USAVE reflected on the balance sheet included in the Financial Statements or acquired since the date of the Financial Statement include all rights, properties and other assets necessary to permit USAVE to conduct its business in the same manner as its business has heretofore been conducted. All such properties and assets owned or leased by USAVE are in satisfactory condition and repair, other than ordinary wear and tear. No structure or improvement on the real property leased by USAVE, whether now existing or intended to be constructed pursuant to existing plans and specifications, violates, or if completed would violate, any applicable zoning or building regulations or ordinances or similar federal, state or municipal law.
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Title to Properties; Encumbrances. (a) Except as set forth on Schedule 4.5 attached hereto, USAVE VIEWPON has good, valid and marketable title to (a) all of its properties and assets (real and personal, tangible and intangible), including, without limitation, all of the properties and assets reflected in the balance sheet included as part of the Financial Statements, except as indicated in the Schedules hereto; and (b) all of the properties and assets purchased by USAVE VIEWPON since the date of the Financial Statements all of which purchases as of a date not more than two days prior to the date of this Agreement, have been set forth on Schedule 4.5 attached hereto; in each case subject to no encumbrance, lien, charge or other restriction of any kind or character, except for (i) liens reflected in the balance sheet, included as part of the Financial Statements; (ii) liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or impair the use of, such property by USAVE VIEWPON in the operation of its business; (iii) liens for current taxes, assessments or governmental charges or levies on property not yet due and delinquent; and (iv) liens described on Schedule 4.5 attached hereto (liens of the type described in clause (i), (ii) and (iii) above are hereinafter sometimes referred to as “Permitted Liens”).
(b) The rights, properties and other assets presently owned, leased or licensed, by USAVE VIEWPON reflected on the balance sheet included in the Financial Statements or acquired since the date of the Financial Statement include all rights, properties and other assets necessary to permit USAVE VIEWPON to conduct its business in the same manner as its business has heretofore been conducted. All such properties and assets owned or leased by USAVE VIEWPON are in satisfactory condition and repair, other than ordinary wear and tear. No structure or improvement on the real property leased by USAVEVIEWPON, whether now existing or intended to be constructed pursuant to existing plans and specifications, violates, or if completed would violate, any applicable zoning or building regulations or ordinances or similar federal, state or municipal law.
Appears in 1 contract
Samples: Securities Exchange Agreement (Beta Music Group, Inc.)