Title to Properties; Liens; Real Property; Intellectual Property. A. Title to Properties; Liens. Company and its Subsidiaries have (i) good, sufficient and legal title to (in the case of fee interests in real property), (ii) valid leasehold interests in (in the case of leasehold interests in real or personal property), or (iii) good title to (in the case of all other personal property), all of their respective properties and assets reflected in the financial statements referred to in subsection 5.3 or in the most recent financial statements delivered pursuant to subsection 6.1, in each case except for assets disposed of since the date of such financial statements in the ordinary course of business or as otherwise permitted under subsection 7.7. Except as permitted by this Agreement, all such properties and assets are free and clear of Liens.
Title to Properties; Liens; Real Property; Intellectual Property. A. Title to Properties; Liens. Company and its Subsidiaries have (i) good, sufficient and legal title to (in the case of fee interests in real property), (ii) valid leasehold interests in (in the case of leasehold interests in real or personal property), (iii) valid license rights in (in the case of license rights in Intellectual Property) or (iv) good title to (in the case of all other personal property), all of their respective properties and assets reflected in the financial statements referred to in subsection 5.3 or in the most recent financial statements delivered pursuant to subsection 6.1, in each case except for assets disposed of since the date of such financial statements in the ordinary course of business or as otherwise permitted under subsection 7.7, and except for such irregularities or deficiencies in title which individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect or materially diminish the value of any material portion of the Collateral. Except as permitted by this Agreement, all such properties and assets are free and clear of Liens.
Title to Properties; Liens; Real Property; Intellectual Property. (a) Title to Properties; Liens Loan Parties have (i) good, sufficient and legal title to (in the case of fee interests in real property), (ii) valid leasehold interests in or rights to use (in the case of leasehold interests in or rights to use real or personal property) or (iii) good title to (in the case of all other personal property), all of their respective properties and assets reflected in the financial statements referred to in Section 4.3 or in the most recent financial statements delivered pursuant to Section 5.1, in each case except for (i) such defects in title as could not reasonably be expected to result in a Material Adverse Effect, (ii) Permitted Encumbrances and the other Liens permitted pursuant to Section 6.2(a), and (iii) assets disposed of since the date of such financial statements in the ordinary course of business or as otherwise permitted under Section 6.7. Except as permitted by this Agreement, all such properties and assets are free and clear of Liens.
(b) Real Property As of the Second Restatement Date, Schedule 4.5(b) annexed hereto contains a true, accurate and complete list of (i) all fee interests in any Real Property Assets and (ii) all leases, subleases or assignments of leases (together with all amendments, modifications, supplements, renewals or extensions of any thereof), affecting each Material Leasehold Property, to which a Loan Party is the tenant (whether directly or as an assignee or successor in interest) under such lease, sublease or assignment. Except as specified in Schedule 4.5(b) annexed hereto, each agreement listed in clause (ii) of the immediately preceding sentence is in full force and effect as of the Second Restatement Date and Company does not have knowledge as of the Second Restatement Date of any default by any Loan Party, party to such agreement that has occurred and is continuing thereunder, and each such agreement constitutes the legally valid and binding obligation of each applicable Loan Party, enforceable against such Loan Party in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles.
(c) Intellectual Property As of the Second Restatement Date, Parent and its Subsidiaries own or have the right to use, all Intellectual Property used in the present conduct of their business, except where the failure to own or have such right to use in the ...
Title to Properties; Liens; Real Property; Intellectual Property. A. Title to Properties; Liens. After giving effect to the transactions contemplated by the Loan Documents and the Transaction Documents to occur on the Closing Date, ChipPAC and its Subsidiaries have good title to or a valid leasehold interest in or license in all of their respective material properties and assets reflected in the financial statements referred to in subsection 5.3 or in the most recent financial statements delivered pursuant to subsection 6.1, in each case subject to Permitted Encumbrances and Liens permitted under subsection 7.2, except for assets disposed of since the date of such financial statements or as otherwise permitted under subsection 7.7 and except for such defects that neither individually nor in the aggregate could reasonably be expected to have a Material Adverse Effect. Except as permitted by this Agreement, all such properties and assets are free and clear of Liens.
Title to Properties; Liens; Real Property; Intellectual Property. (a) Real Property.
(i) Schedule 5.5(a) contains a true, accurate and complete list of the addresses and specific locations (if less than an entire building is leased) of each parcel of real property leased by each of the Loan Parties as lessee. The portion of such real property which each such Loan Party leases and all buildings, structures, facilities, fixtures and other improvements thereon are collectively included in the definition herein of Leasehold Property. Schedule 5.5(a) lists each such lease (the “Real Property Leases”). The Real Property Leases are valid, binding, enforceable and in full force and effect and have not been modified. No Principal Company or any of its Subsidiaries is the owner or feeholder of any real property interests.
(ii) Except as disclosed on Schedule 5.5(a), each of the Loan Parties has a good and indefeasible or marketable leasehold estate in the Leasehold Property that it leases, free and clear of all sublease agreements, Liens and other exceptions to title, other than Permitted Encumbrances, and is in sole possession of each parcel of Leasehold Property that it leases.
(iii) Each Loan Party is in compliance in all material respects with each Real Property Lease to which it is party, and no Loan Party has received any notice of default that remains uncured.
(iv) Each Loan Party has adequate rights of ingress and egress with respect to each Leasehold Property in which it has an interest. There are no condemnation or appropriation proceedings pending or, to the Knowledge of the Principal Companies, threatened against the Leasehold Properties.
(v) Each of the Leasehold Properties is in good operating condition and in a state of good maintenance and repair, ordinary wear and tear excepted, and are adequate and suitable for the purposes for which they are presently being used consistent with industry standards. Except as set forth on Schedule 5.5(a)(v), there are no planned or required capital improvements to the Leasehold Properties which exceed $50,000 that are not already included in the rent under the applicable Real Property Lease. No Loan Party has received any written notice under any Real Property Lease or sublease agreement or from the holder of any mortgage or from any insurance company which has issued a policy with respect to any portion of such properties to repair or pay for any repair related to the Leasehold Property with which such parties have not complied.
Title to Properties; Liens; Real Property; Intellectual Property. A. Title to Properties; Liens. Company and its Subsidiaries have (i) good, sufficient and legal title to (in the case of fee or freehold interests in Real Property Assets), (ii) valid leasehold interests in (in the case of Ground Leasehold Interests, or other leasehold interests in the UK, in Real Property Assets or personal property), or (iii) good title to (in the case of all other personal property), all of their respective properties and assets reflected in the financial statements referred to in subsection 4.3 or in the most recent financial statements delivered pursuant to subsection 5.1, in each case except for assets disposed of since the date of such financial statements in the ordinary course of business or as otherwise permitted under subsection 6.7 and except for such defects that individually or in the aggregate, would not have a Material Adverse Effect. Except as permitted by this Agreement, all such properties and assets are free and clear of Liens.
Title to Properties; Liens; Real Property; Intellectual Property. Title to Properties; Liens. Borrower and its Subsidiaries have (i) good, sufficient and legal title to (in the case of fee interests in real property), (ii) valid leasehold interests in (in the case of leasehold interests in real or personal property), or (iii) good title to (in the case of all other personal property), all of their respective properties and assets reflected in the financial statements referred to in Subsection V.C or in the most recent financial statements delivered pursuant to Subsection VI.A, in each case except for assets disposed of since the date of such financial statements in the ordinary course of business or as otherwise permitted under Subsection VII.G. Except as permitted by this Agreement, all such properties and assets are free and clear of Liens.
Title to Properties; Liens; Real Property; Intellectual Property. A. Title to Properties; Liens. Company and its Subsidiaries have (i) good, sufficient and legal title to (in the case of fee interests in real property), (ii) valid leasehold interests in (in the case of leasehold interests in real or personal property), or (iii) good title to (in the case of all other personal property), all of their respective properties and assets reflected in the financial statements referred to in subsection 5.3 or in the most recent financial statements delivered pursuant to subsection 6.1, in each case except for assets disposed of since the date of such financial statements in the ordinary course of business or as otherwise permitted under subsection 7.7. Except as permitted by this Agreement, all such properties and assets are free and clear of Liens. All real property owned by Company or any of its Subsidiaries as of the Closing Date is described on Schedule 5.5A annexed hereto.
Title to Properties; Liens; Real Property; Intellectual Property. A. Title to Properties; Liens. Company and its Subsidiaries have (i) good and legal title to (in the case of fee interests in real property), (ii) valid leasehold interests in (in the case of leasehold interests in real or personal property), or (iii) good title to (in the case of all other personal property), all of their respective properties and assets necessary in the ordinary conduct of its business, and all such properties and assets are free and clear of Liens, except for (a) Liens permitted by this Agreement, (b) minor defects on title that do not materially interfere with Company’s or its Subsidiaries’ ability to conduct its business or to utilize such assets for their intended purposes and (c) where the failure to have such title or other property interests described above could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Title to Properties; Liens; Real Property; Intellectual Property
