Title to Properties; Security Interests. Each Obligor (other than Holdings) has good and indefeasible title to (or valid leasehold interests in) all of its Real Estate and Mortgaged Property, and good title to all of its personal Property, in each case necessary for the conduct of business, free of Liens except Permitted Liens or any defects in title which do not constitute Liens or that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. All security interests granted to secure the Secured Obligations in the Collateral are perfected security interests in and Liens on the Collateral subject only to Permitted Liens and the terms and provisions of the Intercreditor Agreement.
Title to Properties; Security Interests. Seller and its Subsidiaries have good and valid title to, or, if applicable, valid leasehold interests in or valid right to use, all AVS Assets, in each case, as such property is currently being used, subject to no Security Interests, except for Permitted Encumbrances.
Title to Properties; Security Interests. Seller and its Subsidiaries have good and valid title to, or, if applicable, valid leasehold interests in or valid right to use, all Wimbledon Assets, in each case as such property is currently being used, subject to no Security Interests, except for Permitted Encumbrances.
Title to Properties; Security Interests. Except as would not, individually or in the aggregate, be material to the Galleria Business, Parent and its Subsidiaries have good and valid title to, or, if applicable, valid leasehold interests in, or valid license or right to use, all Galleria Assets (other than the Owned Real Property, the title of which is the subject of Section 3.16(c)), in each case as such property is currently being used, subject to no Security Interests other than Permitted Encumbrances.
Title to Properties; Security Interests. Except as would not, individually or in the aggregate, be material to the Acquiror’s business, Acquiror and its Subsidiaries have good and valid title to, or, if applicable, valid leasehold interests in or valid license or right to use, all of their assets (other than the Acquiror Owned Real Property, the title of which is the subject of Section 4.17(b)), in each case as such property is currently being used, subject to no Security Interests other than Permitted Encumbrances.
Title to Properties; Security Interests. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company, its Subsidiaries and the Joint Venture Entities have good and valid title to, or, if applicable, valid leasehold interests in, or valid license or right to use, all of the Company’s, its Subsidiaries’ and the Joint Venture Entities’ assets, in each case as such property is currently being used, subject to no security interests other than Permitted Encumbrances.
Title to Properties; Security Interests. Seller and its Subsidiaries have, and assuming that the required Consents are duly obtained, Acquiror will, immediately after Closing, have, good and valid title to, or, if applicable, valid leasehold interests in or valid license or right to use, all Acquired Assets, in each case as such property is currently being used, subject to no Security Interests, except for Permitted Encumbrances. On March 18, 2003, Seller announced it signed an agreement to purchase a controlling interest in Wella AG, a global beauty company, based in Darmstadt, Germany. One of the businesses operated by Wella was the Rochas Business. The cash purchase of €3.2 billion gave P&G 77.6% of Wella’s voting shares. On April 28, 2003, Procter & Gxxxxx Germany Management GmbH (P&G), a wholly owned subsidiary of Seller announced the launch of its tender offer for the remaining voting and preference shares of Wella. Seller offered a cash price of €92.25 per share for the voting shares, and €65 per share for the preference shares, valuing the total shares at about €5.5 billion. Seller completed the acquisition in September of 2003.
Title to Properties; Security Interests. The Seller has, and at the Closing will have, good and marketable title to all of the Acquired Assets and as of the Effective Time no other Person will have any interest in or claims upon the Acquired Assets, all of which will be transferred to the Purchaser at the Closing, free and clear of any Security Interest. After giving effect to the Closing, the Purchaser will have good title to all of the Acquired Assets, free and clear of any Security Interest.
Title to Properties; Security Interests. Except as would not, individually or in the aggregate, reasonably be expected to have a Dispatch Material Adverse Effect, Dispatch and its Subsidiaries have good and valid title to, or, if applicable, valid leasehold interests in, or valid license or right to use, all Dispatch Assets, in each case as such property is currently being used, subject to no Security Interests other than Permitted Encumbrances.
Title to Properties; Security Interests. Except as would not, individually or in the aggregate, reasonably be expected to have a SpinCo Business Material Adverse Effect with respect to assets other than SpinCo Vessels, SpinCo and its Subsidiaries have good and valid title to, or, if applicable, valid leasehold interests in or valid license or right to use, all of their assets (including each SpinCo Vessel), in each case as such property is currently being used, subject to no Security Interests other than Permitted Encumbrances.
