Title to Properties; Encumbrances. Except as otherwise provided in this Section 5.13, each of Company and the Company Subsidiaries has good, valid and marketable title to, or a valid leasehold interest in, all of its properties and assets (real, personal and mixed, tangible and intangible), including, without limitation, all the properties and assets reflected in the consolidated balance sheet of Company and the Company Subsidiaries as of May 31, 1996 included in Company's Quarterly Report on Form 10-Q for the period ended on such date (except for properties and assets disposed of in the ordinary course of business and consistent with past practices since May 31, 1996). None of such properties or assets are subject to any liability, obligation, claim, lien, mortgage, pledge, security interest, conditional sale agreement, charge or encumbrance of any kind (whether absolute, accrued, contingent or otherwise), except for (i) minor imperfections of title and encumbrance, if any, which are not substantial in amount, do not materially detract from the value of the property or assets subject thereto, and do not impair the operations of Company and the Company Subsidiaries, (ii) liens for Taxes that are not yet due or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP and (iii) mortgages on real property in an aggregate amount not greater than $100,000,000.
Appears in 4 contracts
Samples: Merger Agreement (Ornda Healthcorp), Merger Agreement (Littlejohn Joseph & Levy Fund L P), Merger Agreement (Ornda Healthcorp)
Title to Properties; Encumbrances. Except as otherwise provided in this Section 5.134.13, each of Company Parent and the Company Parent Subsidiaries has good, valid and marketable title to, or a valid leasehold interest in, all of its properties and assets (real, personal and mixed, tangible and intangible), including, without limitation, all the properties and assets reflected in the consolidated balance sheet of Company Parent and the Company Parent Subsidiaries as of May 31, 1996 included in CompanyParent's Quarterly Annual Report on Form 10l0-Q K for the period ended on such date (except for properties and assets disposed of in the ordinary course of business and consistent with past practices since May 31, 1996). None of such properties or assets are subject to any liability, obligation, claim, lien, mortgage, pledge, security interest, conditional sale agreement, charge or encumbrance of any kind (whether absolute, accrued, contingent or otherwise), except for (i) minor imperfections of title and encumbrance, if any, which are not substantial in amount, do not materially detract from the value of the property or assets subject thereto, and do not impair the operations of Company Parent and the Company Parent Subsidiaries, (ii) liens for Taxes that are not yet due or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP GAAP, and (iii) mortgages on real property in an aggregate amount not greater than $100,000,000.
Appears in 4 contracts
Samples: Merger Agreement (Ornda Healthcorp), Merger Agreement (Littlejohn Joseph & Levy Fund L P), Merger Agreement (Tenet Healthcare Corp)
Title to Properties; Encumbrances. Except as --------------------------------- otherwise provided in this Section 5.134.14, each of Company and the Company Subsidiaries Alrenco has good, valid and marketable title to, or a valid leasehold interest in, all of its properties and assets (real, personal and mixed, tangible and intangible), including, without limitation, all the properties and assets reflected in the consolidated balance sheet of Company and the Company Subsidiaries Alrenco as of May December 31, 1996 included in CompanyAlrenco's Quarterly Annual Report on Form 10-Q 10- K for the period ended on such date (except for properties and assets disposed of in the ordinary course of business and consistent with past practices since May December 31, 1996). None of such properties or assets are subject to any liability, obligation, claim, lien, mortgage, pledge, security interest, conditional sale agreement, charge or encumbrance of any kind (whether absolute, accrued, contingent or otherwise), except for (i) minor imperfections of title and encumbranceencumbrances, if any, which are not substantial in amount, do not materially detract from the value of the property or assets subject thereto, thereto and do not impair the operations of Company and the Company SubsidiariesAlrenco, (ii) liens for Taxes that are not yet due or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP GAAP, and (iii) mortgages on real property in an aggregate amount not greater than $100,000,00050,000.
Appears in 1 contract
Samples: Merger Agreement (Alrenco Inc)
Title to Properties; Encumbrances. Except as otherwise provided in this Section 5.135.14, each of Company HCI and the Company HCI Subsidiaries has good, valid and marketable title to, or a valid leasehold interest in, all of its properties and assets (real, personal and mixed, tangible and intangible), including, without limitation, all the properties and assets reflected in the consolidated balance sheet of Company HCI and the Company HCI Subsidiaries as of May December 31, 1996 1997 included in CompanyHCI's Quarterly Annual Report on Form 10-Q K for the period ended on such date (except for properties and assets disposed of in the ordinary course of business and consistent with past practices since May December 31, 19961997). None of such properties or assets are subject to any liability, obligation, claim, lien, 16 18 mortgage, pledge, security interest, conditional sale agreement, charge or encumbrance of any kind (whether absolute, accrued, contingent or otherwise), except for (i) minor imperfections of title and encumbranceencumbrances, if any, which are not substantial in amount, do not materially detract from the value of the property or assets subject thereto, and do not impair the operations of Company HCI and the Company HCI Subsidiaries, (ii) liens for Taxes that are not yet due or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP and GAAP, (iii) mortgages on real property in an aggregate amount not greater than $100,000,00050,000, and (iv) with respect to leased property, the rights of the owner of such property.
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