Title to Properties; Leasehold Interests. (a) Except as disclosed in any Exchange Act Report, or except to the extent that the inaccuracy of any of the following, in the aggregate, would not have a Material Adverse Effect: (i) the Company or one or more of the Subsidiaries, has such title to real properties where its assets are located as provides reasonable assurance of the Company’s ability to use such assets in its business in the ordinary course, and has good title or an enforceable leasehold interest, license or other lawful right to use all assets that are used in the Company’s or one or more of the Subsidiaries’ business substantially in the manner in which they currently are operated, in each case, subject only to Permitted Exceptions (as herein defined); (ii) all leases under which the Company or any of the Subsidiaries leases any property that is material to the business of the Company and the Subsidiaries taken as a whole are in full force and effect, and none of the Company nor any such Subsidiary is in default in any material respect of any of the terms or provisions of any of such leases and to the Company’s knowledge no claim has been asserted by anyone adverse to any such entity’s rights as lessee under any of such leases, or affecting or questioning any such entity’s right to the continued possession or use of the properties under any such leases or asserting a default under any such leases, and (iii) all liens, charges or encumbrances on or affecting any of the property and assets of the Company and the Subsidiaries which are required to be disclosed in the Company’s Exchange Act Rreports are disclosed therein.
(b) As used in this Agreement, “Permitted Exceptions” means: (i) real estate taxes and assessments not yet delinquent or being contested in good faith; (ii) covenants, restrictions, easements and other similar agreements; (iii) zoning laws, ordinances and regulations, building codes, rules and other local governmental laws, regulations, rules and orders affecting any of the Company’s or any Subsidiary’s property, provided that the same are not violated by existing improvements or the current use and operation of such property; (iv) any imperfection of title which does not materially and adversely affect the current use, operation or enjoyment of any of the Company’s real property and does not render title to such real property unmarketable or uninsurable and does not materially impair the value of such property; and (v) liens securing financing by the Company.
Title to Properties; Leasehold Interests. The Company has good and marketable title to each of the properties and assets owned by it. The Company does not own any real property. Certain real property used by the Company in the conduct of its business is held under lease, and the Company is not aware of any pending or threatened claim or action by any lessor of any such property to terminate any such lease. None of the properties owned or leased by the Company is subject to any Liens which could reasonably be expected to materially and adversely affect the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company. Each lease or agreement to which the Company is a party under which it is the lessee of any property, real or personal, is a valid and subsisting agreement without any material default of the Company thereunder and, to the best of the Company's knowledge, without any material default thereunder of any other party thereto. No event has occurred and is continuing which, with due notice or lapse of time or both, would constitute a default or event of default by the Company under any such lease or agreement or, to the best of the Company's knowledge, by any party thereto, except for such defaults that would not individually or in the aggregate have a Material Adverse Effect. The Company's possession of such property has not been disturbed and, to the best of the Company's knowledge, no claim has been asserted against it adverse to its rights in such leasehold interests.
Title to Properties; Leasehold Interests. The Seller has good, valid and marketable title to the Assets to be sold, including all of the properties and assets reflected on the December 31, 2014 Financial Statements and those acquired since that date, free and clear of all liens, pledges, security interests, charges, claims, restrictions and other encumbrances and defects of title of any nature whatsoever. To the best of knowledge of the Seller and the Shareholder, after a due, proper and complete investigation, all leases, licenses, permits and authorizations in any manner related to the assets, properties or business of the Seller and all other instruments, documents and agreements pursuant to which the Seller has obtained the right to use any real or personal property are in good standing, valid and effective in accordance with their respective terms, and there is not under any of such leases, licenses, permits, authorizations, instruments, documents or agreements any existing default or event which with notice or lapse of time, or both, would constitute a default and in respect of which the Seller has not taken adequate steps to prevent a default from occurring. The Seller has the unrestricted right to sell the Assets as herein provided. The Seller does not own any real property,
Title to Properties; Leasehold Interests. Except as set forth in Schedule 7.9:
(a) The Company or its Subsidiaries has good and marketable title to the assets and properties reflected on the Latest Balance Sheet or acquired since the date of the Latest Balance Sheet (other than properties and assets disposed of in the ordinary course of business consistent with past practice since the date of the Latest Balance Sheet), and all such properties and assets of the Company or its Subsidiaries are free and clear of all Liens (other than Permitted Liens).
(b) Each lease under which the Company or any of its Subsidiaries is a lessee of any property, real or personal, is a valid and subsisting agreement with respect to the Company or its Subsidiaries, as the case may be, and, to the Knowledge of the Company, with respect to the other parties thereto, without any material default of the Company or any of its Subsidiaries thereunder and, to the Knowledge of the Company, without any material default thereunder of any other party thereto.
(c) The Company or its Subsidiaries owns, or has a valid leasehold interest in, all the assets or properties used in, or necessary for, the conduct of its respective business as presently conducted.
Title to Properties; Leasehold Interests. AdStar and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them that is material to the business of AdStar and its Subsidiaries, in each case free and clear of all Liens except such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by AdStar or any of its Subsidiaries. Any real property and facilities held under lease by AdStar or any of its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and facilities by AdStar or its Subsidiaries.
Title to Properties; Leasehold Interests. CEEE has good and valid title to all properties and assets, real, personal and mixed, free and clear of all mortgages, liens, pledges, security interests, charges, claims, restrictions and other encumbrances and defects of title of any nature whatsoever, except for liens for taxes not yet due and payable.
Title to Properties; Leasehold Interests. The Company and each Subsidiary has good and marketable title in fee simple to such of its fixed assets as are real property, and good and valid title to the other assets necessary for the conduct of its business as now being carried on and proposed to be carried on, subject to no Lien, except as permitted by Section 8.5. The Company and its Subsidiaries enjoy peaceful and undisturbed possession under all leases under which they operate, 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 liabilities by the lessee, or any unusual or burdensome provision which materially affects adversely or in the future may (so far as the Company can now reasonably foresee) materially affect adversely the operations of the Company or any Subsidiary under such lease.
Title to Properties; Leasehold Interests. MAAC has good and marketable title to, or a valid leasehold interest in, each of the properties and assets owned or leased by it, and each qualified REIT subsidiary of MAAC that owns or leases properties has good and marketable title to, or a valid leasehold interest in, each of the properties and assets owned or leased by it. Except as set forth in the MAAC Exchange Act Reports or in Schedule 8.10, none of the properties owned or leased by MAAC or any qualified REIT subsidiary of MAAC is subject to any Lien which could reasonably be expected to materially and adversely affect the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of MAAC. Each lease or agreement to which MAAC is a party under which it is the lessee of any property, real or personal, is a valid and subsisting agreement without any material default of MAAC thereunder and, to the best of MAAC's knowledge, without any material default thereunder of any other party thereto. No event has occurred and is continuing which, with due notice or lapse of time or both, would constitute a default or event of default by MAAC under any such lease or agreement or, to the best of MAAC's knowledge, by any party thereto, except for such defaults that would not individually or in the aggregate have a Material Adverse Effect on MAAC. MAAC's possession of such property has not been disturbed and, to the best of MAAC's knowledge, no claim has been asserted against it adverse to its rights in such leasehold interests.
Title to Properties; Leasehold Interests. Seller has good, valid and marketable title to all of the Assets, real, personal and mixed, including all of the properties and assets used by the Business as of the Shutdown Date and those acquired since the Shutdown Date (except in each case for Assets sold or otherwise disposed of since the Shutdown Date in the ordinary course of business consistent with past practice), free and clear of all mortgages, liens, pledges, security interests, charges, claims, restrictions and other encumbrances and defects of title of any nature whatsoever, except liens for current taxes not yet due and payable. To Seller's knowledge and belief, all leases, licenses, permits and authorizations in any manner related to the Assets or the Business and all other instruments, documents and agreements pursuant to which Seller has obtained the right to use any real or personal property in connection with the Business are in good standing, valid and effective in accordance with their respective terms, and there is not under any of such instruments, documents or agreements any existing default or event which with notice or lapse of time, or both, would constitute a default and in respect of which Seller has not taken adequate steps to prevent a default from occurring.
Title to Properties; Leasehold Interests. MAA, MAI and ---------------------------------------- each of the Subsidiaries has valid title to all of its properties and assets, real, personal and mixed, including all Real Property, and all of such properties and assets free and clear of all Liens, except Permitted Liens and those items disclosed in Section 3.12 of the Disclosure Schedule. All leases, licenses, permits and authorizations in any manner related to the real or personal properties used by MAA, MAI or any of the Subsidiaries and all other instruments, documents and agreements pursuant to which MAA, MAI or any of the Subsidiaries has obtained the right to use any real or personal property are in good standing, valid and effective in accordance with their respective terms, and there is not under any of such instruments, documents or agreements any existing default or event which with notice or lapse of time, or both, would constitute a default and in respect of which MAA, MAI or any of the Subsidiaries has not taken adequate steps to prevent a default from occurring.
