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 December 31, 2000, 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) The Company 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 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 September 30, 1999, 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. 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. 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. (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.
Title to Properties; Liens; Condition of Properties. QCL and its subsidiaries own no real property at the date hereof, except as disclosed in the Schedule of Property attached hereto, and QCL, except as disclosed under Paragraph 2.8., and its subsidiaries are not a party to any leases for real or personal property except as set forth in the Schedule of Leases attached hereto. QCL and its subsidiaries own no machinery or equipment with an individual value in excess of $5,000, except as set forth on its Schedule of Machinery and Equipment. QCL and its subsidiaries have good and marketable title to all of the property owned by it and all of its leases are valid and subsisting and no default by QCL or its subsidiaries exists under any thereof and none of the property or assets of QCL or its subsidiaries is subject to any mortgage, pledge, lien, conditional sale agreement, security interest, encumbrance or other charge except as specifically disclosed in the Financial Statements. All buildings, machinery and equipment owned or leased by QCL or its subsidiaries are in good repair, have been properly maintained, and conform with all applicable ordinances, regulations and zoning or other laws and do not encroach on property of others, and such machinery and equipment is in good working order, subject to normal wear and tear. As of the date hereof there is no pending or threatened change in any such ordinance, regulation or zoning or other law, and there is no pending or threatened condemnation of any such property to the extent that such change or condemnation would have a material adverse effect on QCL.
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.
Title to Properties; Liens; Condition of Properties. (i) American has good and marketable title to, or a valid leasehold interest in, the real and personal property, located on its premises or shown on its most recent balance sheet or acquired after the date thereof. None of the property owned or used by American 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. There has not been prior to Closing any sale, lease, or any other disposition or distribution by American of any of its material assets or properties, now owned or hereafter acquired, except transactions in the ordinary and regular course of business.
Title to Properties; Liens; Condition of Properties. (a) The Company does not own any real property.
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.
