Title to Properties; Liens; Condition of Properties. (a) Neither the Company nor any Subsidiary owns any real property. Set forth on SCHEDULE 2.11 hereto is a listing of all leases under which the Company or any Subsidiary leases real property, together with a description of such property, the name of the landlord and a description of the significant terms of each lease ("Real Property"). Also set forth on SCHEDULE 2.11 is a complete description of the machinery, equipment and other tangible personal property with an original cost in excess of $10,000 used or owned by the Company or any Subsidiary and a listing of all leases under which the Company or any Subsidiary leases any personal property as of the Closing Date requiring annual rental payments in excess of $10,000, together with a description of such property (collectively, the "Material Personal Property"). SCHEDULE 2.11 lists all locations where Material Personal Property or the Company's or any Subsidiary's inventory (other than goods in transit in the ordinary course of business) are located. The Real Property and Material Personal Property include all properties and assets (whether real, personal or mixed, tangible or intangible) reflected on the Base Balance Sheet or purchased by the Company or any Subsidiary since the Base Balance Sheet (except for such properties or assets sold since the Base Balance Sheet Date in the ordinary course of business), and is sufficient to conduct the Company's and the Subsidiary's business as currently conducted.
(b) True, correct and complete copies of all leases, subleases, rental agreements, contracts of sale, or other contracts related to property, together with all amendments, modifications and renewals thereof, related to any of the Real Property or the Material Personal Property are attached to SCHEDULE 2.11. All of the foregoing agreements are valid, subsisting and enforceable in accordance with their terms against the parties thereto. The Company and the Subsidiaries are in full compliance with all terms and conditions of such agreements and no event has occurred nor does any circumstance exist that (with or without notice or the passage of time or both) would constitute a violation or default under any such agreements, and the Company and the Subsidiaries have neither given nor received notice of any alleged violation or of any default under any such agreement. No landlord to any property leased by the Company is bankrupt. No such landlord is known to have defaulted on any promissory note or payment oblig...
Title to Properties; Liens; Condition of Properties. The Company and its Subsidiaries have good and marketable title to, or a valid leasehold interest in, the real and personal property, shown on the most recent Company Financial Statement or acquired after the date thereof. None of the property owned or used by the Company or any of its Subsidiaries is subject to any mortgage, pledge, deed of trust, lien (other than for taxes not yet due and payable), conditional sale agreement, security title, encumbrance, or other adverse claim or interest of any kind. Since June 30, 2001, there has not been any sale, lease, or any other disposition or distribution by the Company or any of its Subsidiaries of any of its assets or properties material to the Company and its Subsidiaries, taken as a whole, except transactions in the ordinary course of business, consistent with past practices.
Title to Properties; Liens; Condition of Properties. (i) Parent and its subsidiaries have good and marketable title to, or a valid leasehold interest in, the real and personal property, located on their premises or shown on their most recent balance sheet or acquired after the date thereof. None of the property owned or used by Parent or any of its subsidiaries is subject to any mortgage, pledge, deed of trust, lien (other than for taxes not yet due and payable), conditional sale agreement, security title, encumbrance, or other adverse claim or interest of any kind. Since September 30, 1999, there has not been any sale, lease, or any other disposition or distribution by Parent or any of its subsidiaries of any of its assets or properties, material to Parent and its subsidiaries, taken as a whole, except transactions in the ordinary and regular course of business.
(ii) Parent has delivered to the Company a schedule of all material leases, subleases, rental agreements, contracts of sale, tenancies or licenses related to any of the real property used by Parent or any of its subsidiaries in their respective businesses. All such leases are valid, binding and enforceable in accordance with their terms against the parties thereto, and each such lease is subsisting and no default exists under any thereof. Neither Parent nor any of its subsidiaries has received notice that any party to any such lease intends to cancel, terminate or refuse to renew the same or to exercise or decline to exercise any option or any right thereunder.
Title to Properties; Liens; Condition of Properties. (a) CystoMedix does not own any real property. The Schedule of Leases (Schedule 5.5(a)) contains a copy of and an accurate and complete list of all of CystoMedix’s leasehold interests in real and personal property, including a brief description of each leasehold interest (including the duration and financial terms thereof) and, if applicable, all liens, mortgages or other encumbrances upon each leasehold interest. All such leases to which CystoMedix is a party are currently in full force and effect and each party thereto has performed all of its obligations under each of such leases and is not in default thereunder, and CystoMedix is not aware of any event or condition which could result in a default under any such lease after notice or lapse of time or both, nor has CystoMedix received notice of any alleged default under any such lease. Except as set forth on the Schedule of Leases, the consummation of the transactions contemplated by this Agreement will not result in any modification, termination, breach or default or require any consent under any such lease.
(b) CystoMedix has good and marketable title to the Assets and none of the Assets is subject to any mortgage, pledge, lien, conditional sales agreement, security interest, encumbrance or other charge except as specifically reflected in the Financial Statements. Except as set forth on the Schedule of Fixed Assets (Schedule 5.5(b)), all of the Assets owned or leased by CystoMedix are in good repair and in working order. The Assets are the only assets used in or otherwise necessary to operate CystoMedix’s business as currently conducted or proposed to be conducted.
Title to Properties; Liens; Condition of Properties. Except as set forth --------------------------------------------------- on Section 2.5 of the Disclosure Schedules, Seller has good and marketable title to or a valid leasehold in, the Acquired Assets. Except as set forth on Section 2.5 of the Disclosure Schedules, none of the Acquired Assets are subject to any mortgage, pledge, lien, conditional sale agreement, security interest, encumbrance, title defect or other charge, except for liens for taxes not yet due and payable. Section 2.5 of the Disclosure Schedules sets forth the addresses or locations of all facilities (whether leased or owned) of Seller and the addresses or locations of all places where Seller operates the Business.
Title to Properties; Liens; Condition of Properties. (1) All of the real property owned by the Companies, and all leases by the Companies of real or material personal property, are disclosed in Schedule 5.01(i). Except as disclosed in Schedule 5.01(i) and except for Permitted Liens, the Companies have good and marketable title in fee simple to all such real property, and all such leases are valid and subsisting and no default that would have an adverse effect on any of the Companies exists under any such lease. The Companies own all other property and assets reflected in the 1997 Companies Balance Sheet except personal property transferred, conveyed or otherwise disposed of in the Ordinary Course of Business since December 31, 1997. None of such real or personal property, and none of such leasehold interests, is subject to any mortgage, pledge, lien, conditional sale agreement, security interest, encumbrance or other charge or restriction upon its use or disposition except as disclosed in Schedule 5.01(i) and except Permitted Liens. There are no outstanding options or rights in any person to acquire any of such real, leased or other property or assets or any interest therein, except for contracts of sale or lease entered into in the Ordinary Course of Business.
(2) The Companies do not occupy or use, and do not anticipate the use of, any property of others except under valid and enforceable leases, contracts or other arrangements. All buildings, machinery and equipment of the Companies are in a good operating condition and state of repair and have been well maintained, substantially conform with all applicable ordinances, regulations and zoning or other laws (including, but not limited to, laws, regulations and ordinances relating to environmental protection or health and safety) and do not encroach on property of others, and such machinery and equipment is in good working order. As of the date hereof there is no pending or threatened change of any such ordinance, regulation or zoning or other law which might have an adverse effect on any of the Companies' real or material personal properties and there is no pending or threatened condemnation of any of such properties.
(3) All real property leases under which any Company is a lessor are in full force and effect according to their respective terms and have not been orally modified. All charges, rents, or other payments due under all such leases have been paid in full, and the Companies have fully performed all of their respective obligations under such leases...
Title to Properties; Liens; Condition of Properties. (a) The Seller Entities own, license or lease all of the Transferred Assets and each Seller Entity has and will convey to Buyer hereunder good, valid and marketable title to all of its personal property, tangible and intangible, included in the Transferred Assets. The tangible Transferred Assets are those listed, and are located at the location(s) specified, on Schedule 1.1(a)(iii). Except as set forth on Schedule 3.3(a), no financing statement under the Uniform Commercial Code or any similar Law with respect to any of the Transferred Assets is active in any jurisdiction, and the Seller Entities have not signed any such active financing statement or any security agreement authorizing any secured party thereunder to file any such financing statement.
(b) The Transferred Assets and Dual Use Contracts listed are in all material respects all of the assets used or held for use in the Business as the same has been operated prior to the date hereof and except as set forth on Schedule 3.3(b), the Transferred Assets, together with the assets (other than Intellectual Property Assets) to be made available and services to be provided to Buyer pursuant to the Ancillary Agreements, constitute all of the assets (other than Intellectual Property Assets) necessary for Buyer to continue to operate the Business in all material respects as it has been operated prior to the Closing. Except as set forth on Schedule 3.3(b), the Transferred Assets (i) are in working order (reasonable wear and tear excepted, and in each case taking into account age), (ii) have been and shall through the Closing be maintained in a manner consistent with the past maintenance practices of the Seller Entities, (iii) are suitable for the manufacture and assembly of parts in accordance with the engineering specifications for products of the Business and (iv) conform in all material respects with all applicable Laws.
(c) Upon delivery to Buyer of the instruments of transfer referred to in Section 1.5 hereof, Buyer will receive good, valid and marketable title to all of the Transferred Assets, free and clear of all Liens other than Permitted Liens.
Title to Properties; Liens; Condition of Properties. (a) Seller owns the sole and exclusive right, title and interest in and to all IFE Assets (except that SNAP2's License and Distribution Agreement with Tetris Company is non-exclusive) free and clear of all security interests, mortgages, pledges, liens, conditional sales agreements, leases, encumbrances, easements, charges or claims of third parties of any nature whatsoever, except those which shall be released or discharged at or prior to the Closing.
(b) All tangible IFE Assets of Seller, and Seller's use of the same, comply and at all times have complied in all respects with all laws, ordinances, codes, regulations and other requirements of any governmental and other authority having jurisdiction over such IFE Assets.
(c) The tangible IFE Assets being conveyed pursuant to this Agreement, if any, are, and at the Closing will be, in adequate operating condition and repair and suitable for use in the operation of the IFE business, ordinary wear and tear excepted.
(d) The IFE Assets (not including any which are Excluded Assets) are all the assets which are or may reasonably be required to carry on and operate the IFE business in the manner and to the extent that it has been carried on by Seller prior to the Closing.
Title to Properties; Liens; Condition of Properties. The Company and its Subsidiaries have good and marketable title to, or a valid leasehold interest in, the real and personal property, shown on the most recent Company Financial Statements or acquired after the date thereof. Except as set forth in the Company SEC Reports, none of the property owned or used by the Company or any of its Subsidiaries is subject to any mortgage, pledge, deed of trust, lien (other than for taxes not yet due and payable), conditional sale agreement, security title, encumbrance, or other adverse claim or interest of any kind. Except as set forth in the Company SEC Reports, since December 31, 2007, there has not been any sale, lease, or any other disposition or distribution by the Company or any of its Subsidiaries of any of its assets or properties material to the Company and its Subsidiaries, taken as a whole, except transactions in the ordinary and regular course of business.
Title to Properties; Liens; Condition of Properties. (a) Fountainhead owns no real property and leases no real property other than the Office as of the date hereof, and Fountainhead is not a party to any leases for personal property [other than the Leases]. Fountainhead has good and marketable title to the Assets, and the Leases are valid and subsisting. No default by Fountainhead exists under the Leases, and none of the Assets or the Leases are subject to any mortgage, pledge, lien, conditional sale agreement, security interest, encumbrance or other charge, or license, except as reflected in the Base Balance Sheet, and except for statutory liens for real property taxes not yet delinquent or payable.
(b) All of the Assets are in good working order and all the Assets that are machinery or equipment have been properly maintained and conform with all applicable ordinances, regulations and zoning or other laws.
