Title to Property and Leases. (a) Each asset owned or leased by Target is owned or leased free and clear of any mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind.
(b) All leases of real property leased for the use or benefit of Target to which Target is a party, and all amendments and modifications thereof are in full force and effect and have not been modified or amended and there exists no material default under the leases by Target, nor any event which, with the giving of notice or lapse of time, or both, would constitute a material default thereunder by Target.
(c) A statement describing all assets of Target is included in the Target Disclosure Schedule.
Title to Property and Leases. The Company and the Subsidiaries do not own any real property. The Company and the Subsidiaries have good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are securing the obligations of the Company under the Credit Agreement, dated as of May 19, 2016, by and among the Company, the lenders party thereto and Bank of America, N.A., as administrative agent, as amended, (B) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (C) would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and all of the leases and subleases of the Company and the Subsidiaries, considered as one enterprise, and under which the Company or the Subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, in the aggregate, reasonably be expected to result in a Material Adverse Effect.
Title to Property and Leases. (a) Company and its Subsidiaries own, or hold a valid leasehold or subleasehold interest in, all assets and properties, tangible or intangible, necessary for the conduct of the business of Company and its Subsidiaries as presently conducted, except where the failure to own, or hold such leasehold or subleasehold interest in, such assets and properties could not reasonably be expected to prevent or materially delay consummation of the Transaction or otherwise prevent or materially delay Company from performing its obligations under this Agreement and could not reasonably be expected to have a Company Material Adverse Effect.
(b) Neither Company nor any Subsidiary owns any real property. Section 5.12(b) of the Company Disclosure Schedule sets forth a complete and correct list of each parcel of real property leased by Company or any Subsidiary (“Real Property”), such list setting forth the location of each parcel of Real Property, the landlord of the Real Property, the approximate square footage of the premises subject to the lease relating thereto, the term of such lease and the payments required to be made by Company or such Subsidiary under such lease.
(c) With respect to any leases relating to the Real Property and all material personal property leases, there exist no default by Company or any Subsidiary or, to the knowledge of Company, any actual default or default that has been threatened by any third party (including any landlord) thereunder, that has had or could reasonably be expected to have a Company Material Adverse Effect.
(d) With respect to any land use rights, building, property and/or investment held or leased by Company or a Subsidiary in the PRC, subject to PRC law and to the knowledge of Company, each of Company and its Subsidiaries has full, exclusive and unimpaired legal and beneficial ownership of its rights, leasehold interests, property and investments free from any mortgages or security interests of any nature, third party rights, conditions, orders or other restrictions and has obtained all necessary approvals and effected all necessary registrations with government authorities with respect thereto, except where the failure to have, or the suspension or cancellation of, any approvals or registrations could not reasonably be expected to prevent or materially delay consummation of the Transaction or otherwise prevent or materially delay Company from performing its obligations under this Agreement and could not reasonably be expected t...
Title to Property and Leases. Except as disclosed on SCHEDULE 3.12, or as expressly disclosed in the PTI SEC Reports, each PTI Entity owns or leases all of the property reflected in its December 31, 1996 balance sheet included in the PTI Financial Statements except (i) property disposed of since said date for fair and adequate consideration in the ordinary course of business or dispositions which are not, in the aggregate, Material and (ii) leases which have expired since said date and which are not, in the aggregate, Material. Except as disclosed on SCHEDULE 3.12, title to all Material real and Material personal property owned by each PTI Entity is, in each case, good and lawful, and in the case of Material real property, marketable and free and clear of any Encumbrances, except for (i) Encumbrances arising under indentures, security interests, mortgages and/or deeds of trust securing Indebtedness disclosed in the PTI Financial Statements, (ii) Encumbrances for Taxes or assessments not yet delinquent or being contested in good faith, (iii) imperfections of title and Encumbrances, if any, that do not materially detract from the value, or materially interfere with the use or marketability of the property affected thereby, and (iv) rights reserved to or vested in any Governmental Entity to control or regulate any such entity's property or assets in any manner and (v) Encumbrances which are otherwise not Material. Except as disclosed on SCHEDULE 3.12, all Material real property leases to which any PTI Entity is a party are legal, valid and enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other laws of general application relating to or affecting enforcement of creditors' rights and the application of equitable principles in any action, legal or equitable; no PTI Entity is in default under any such Material lease, and, to the knowledge of PTI, no event has occurred which, with notice or lapse of time, or both, would constitute such a default. Each PTI Entity owns or leases all property and assets necessary for the conduct of its present business in the ordinary course, except where the failure to own or lease such property or assets would not have a Material Adverse Effect.
Title to Property and Leases. (a) Each asset owned or leased by Owner and/or the Proprietorship is owned or leased free and clear of any mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind.
(b) All leases of real property leased for the use or benefit of the Proprietorship to which Owner and/or the Proprietorship is a party, and all amendments and modifications thereof are in full force and effect and have not been modified or amended and there exists no material default under the leases by Owner and/or the Proprietorship, nor any event which, with the giving of notice or lapse of time, or both, would constitute a material default thereunder by Owner and/or the Proprietorship.
(c) A statement describing all assets and liabilities, absolute and contingent, of the Proprietorship is included in the Owner Disclosure Schedule.
Title to Property and Leases. (a) Each asset owned or leased by Target is owned or leased free and clear of any mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind.
Title to Property and Leases. (a) The Company does not own any real property and leases only the real property disclosed in Schedule 3.13(a). The real property leases set forth on Schedule 3.13(a) are in full force and effect and constitute valid and binding agreements of the Company, and neither the Company nor any other party is in breach of any of their terms. None of said real property leases requires the consent of any party thereto in connection with the consummation of the transactions contemplated hereby. Except as set forth in Schedule 3.13(a) all structures and all structural, mechanical and other physical systems thereof that constitute part said leased real property, including but not limited to the walls, roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facility included therein, and other material items at said leased real property, taken as a whole are, to the knowledge of the Company, free of defects and are in good operating condition and repair given the age and use of such assets.
(b) Except as set forth in Schedule 3.13(b), the Company has good and marketable title to all of the personal property used in its business, free and clear of any and all claims, liens, encumbrances, equities and restrictions of every kind and nature whatsoever, except for such claims, liens, encumbrances, equities and restrictions as are not in the aggregate material to the business, operations or financial condition of the Company and neither the Stockholders nor R.M. Flower own any interest in any personal property located on any real property owned, leased or otherwise used in connection with the Company’s business.
(c) All of the machinery, equipment and other personal property of the Company taken as a whole, are, to the knowledge of the Company, in good working order and condition, ordinary wear and tear excepted. All fixed assets used by the Company that are material to the operation of its business are either owned by the Company or leased under an agreement listed on Schedule 3.13(c).
Title to Property and Leases. (i) Each asset owned or leased by Diamond Tech is owned or leased free and clear of any mortgages, pledges, liens, security and installment sale agreements, encumbrances, charges or other claims of third parties of any kind.
(ii) All leases of real property leased for the use or benefit of Diamond Tech to which it is a party, and all amendments and modifications thereof, are in full force and effect and have not been modified or amended and there exists no material default under the leases by Diamond Tech, nor any event which, with the giving of notice or lapse of time, or both, would constitute a material default thereunder by Diamond Tech.
(iii) A statement describing all assets of Diamond Tech is included in Schedule VII(j)(iii) attached hereto and made a part hereof.
Title to Property and Leases. (i) Each asset owned or leased by NewMarket is owned or leased free and clear of any mortgages, pledges, liens, security and installment sale agreements, encumbrances, charges or other claims of third parties of any kind.
(ii) All leases of real property leased for the use or benefit of NewMarket to which it is a party, and all amendments and modifications thereof, are in full force and effect and have not been modified or amended and there exists no material default under the leases by NewMarket, nor any event which, with the giving of notice or lapse of time, or both, would constitute a material default thereunder by NewMarket.
(iii) A statement describing all assets of NewMarket is included in Schedule VIII(k)(iii) attached hereto and made a part hereof.
Title to Property and Leases. Except as set forth in Schedule 1.24, the Company and the NTL Companies have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property which are material to the business of the Company and the NTL Companies, taken as a whole, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except for Permitted Liens and except as such (a) do not materially interfere with the use made and proposed to be made of such property, by the Company and the NTL Companies, taken as a whole, or (b) could not reasonably be expected to have, singularly or in aggregate with all other liens, encumbrances, claims and defects and imperfections of title, a Material Adverse Effect.
