Title to Property and Related Matters. (a) With respect to each parcel of Real Property, the Company or one of its Subsidiaries holds good and indefeasible fee simple title to such parcel and all structures, fixtures and improvements thereon, free and clear of any liens or encumbrances other than any lien or encumbrance (i) for Taxes not yet due and payable or which are being contested in good faith, (ii) that does not materially detract from the value of affected parcel, (iii) that does not materially interfere with the current or currently projected uses of the affected parcel at full capacity, or (iv) caused by Purchaser or any of Purchaser's subsidiaries.
(b) None of Seller, the Company or any of its Subsidiaries has received written notice of (i) any material violations of any covenants or restrictions against the Company or any of its Subsidiaries, or (ii) any material violations of any zoning codes or ordinances or other laws, rules or regulations of any Governmental Authorities applicable to the Real Property.
(c) None of Seller, the Company or any of its Subsidiaries has received written notice that the access of each Real Property to and from publicly dedicated streets directly or by valid and subsisting easements may be terminated or revoked.
(d) None of Seller, the Company or any of its Subsidiaries has received written notice of (i) any pending rezoning or other pending land use compliance actions affecting the Company or any of its Subsidiaries and Seller has no knowledge of any threatened or contemplated rezoning or other land use compliance actions affecting or which could reasonably be expected to affect the Company or any of its Subsidiaries.
(e) Except for the pending discussions with the local authority regarding potential road restructuring in the immediate vicinity of the Chambrel at Williamsburg facility, none of Seller, the Company or any of its Subsidiaries has received written notice of any pending or proposed condemnation or eminent domain proceedings and, to the knowledge of Seller, no condemnation or eminent domain proceedings are threatened or contemplated against the Company or any of its Subsidiaries or all or any portion of the Real Property. Between the date hereof and the Closing, Seller will use good faith efforts to give Purchaser prompt written notice of any actual or any threatened or contemplated condemnation of any part of the Real Property of which it receives written notice or obtains knowledge.
(f) None of Seller or Company or any of its Subsidiaries ...
Title to Property and Related Matters. The Acquiree has, and at the time of the Closing will have, good and marketable title to all of its properties, and assets, real, personal and mixed, owned by it at the date of this Agreement or acquired by it after the date of this Agreement, of any kind or character, free and clear of any liens or encumbrances, except (i) those set forth in Schedule 3.11, and (ii) liens for current taxes not yet delinquent. Schedule 3.11 also contains a general description of all real property in which Acquiree has an ownership interest. Except as set forth in said Schedule 3.11 and except for matters that may arise in the ordinary course of business, the assets of the Acquiree are in good operating condition and repair, reasonable wear and tear excepted. There does not exist any condition that materially interferes with the use thereof in the ordinary course of the business of the Acquiree.
Title to Property and Related Matters. (i) Except as set forth in Schedule 4.01(f)(i), each Seller will have, as of the Closing Date, good and marketable title to all of such Seller's Transferred Assets which it owns or purports to own, including, without limitation, the properties and assets reflected on the Closing Balance Sheet, free and clear of any Encumbrances except Permitted Encumbrances.
(ii) Schedule 4.01(f)(ii) sets forth a complete and correct list of all real property leases to which any Seller is a party (either as lessee or lessor) and which are to be assigned to and assumed by Buyers) (the "Leased Property"), together with a brief description of the property leased and identifying the date and term of the lease, the amount and timing of lease payments and any renewal or purchase options. Each Seller has previously made available to Buyers complete and correct copies of each lease (and any amendments thereto) listed in Schedule 4.01(f)(ii). Each such lease is in full force and effect; all lease payments due to date on any such lease have been paid, and neither Sellers nor, to Sellers' Knowledge, any other party is in default in any material respect under any such lease, and no event has occurred which constitutes, or with the lapse of time or the giving of notice or both would constitute, a material default by any Seller or, to Sellers' Knowledge, any other party under such lease; there are no disputes or disagreements between any Seller and, to Sellers' Knowledge, any other party with respect to any such lease. The structures, plants, improvements, systems (including, without limitation, electrical, plumbing, fire prevention, lighting, air conditioning, heating, ventilation, and elevator) and fixtures located on each such parcel of Leased Property conform in all material respects with all federal, state and local statutes and laws and all ordinances, rules, regulations and similar governmental and regulatory requirements where the failure to so conform has had, or could have, a material adverse effect, and are in good operating condition and repair, ordinary wear and tear excepted. Each such parcel of Leased Property, in view of the purposes for which it is currently used, conforms with all material covenants or restrictions of record, and current, valid certificates of occupancy (or equivalent governmental approvals) have been issued for each item of Leased Property to the extent required by law, and Sellers have no Knowledge of any proposed change in any such governmental or r...
Title to Property and Related Matters. The Acquiree has good and marketable title to all of its properties and assets, real, personal and mixed, owned by it at the date of this Agreement or acquired by it after the date of this Agreement, of any kind or character, free and clear of any liens or encumbrances. Except as set forth in said Schedule 4(i) and except for matters that may arise in the ordinary course of business, the Acquiree's assets are in good operating condition and repair, reasonable wear and tear excepted. There does not exist any condition that materially interferes with the use thereof in the ordinary course of the Acquiree's business.
Title to Property and Related Matters. (a) Each of the Sellers is the holder of good and marketable fee simple title in and to the Facility it owns, in each case free and clear of all Monetary Encumbrances other than the Hanover Mortgage, and as set forth on Schedule 2.8(a), without exception to title other than for the Permitted Encumbrances and as set forth on Schedule 2.8(a). Except as set forth on Schedule 2.8(a), the Sellers are organized under the laws of Pennsylvania or Delaware, have each continuously operated its Facility for a period of not less than five (5) years and using no names other than (i) the legal names and/or trade names of the Sellers and (ii) the names of the Facilities set forth on Exhibit A. To Seller’s Knowledge, there are no violations of any covenants or restrictions encumbering the Assets that would result in a Material Adverse Change. No unrecorded agreements, documents or instruments entered into by any Seller or otherwise to Seller’s Knowledge affect the title to any Real Property or Improvements other than the Permitted Encumbrances and encumbrances arising solely under the Hanover Mortgage and as related to items set forth on Schedule 2.8(a).
(b) Except for items leased by one or more of the Sellers and listed on Schedule 2.8(b), to Seller’s Knowledge, one or more of the Sellers owns good title to all Assets that are personal property free and clear of all mortgages, security interests, liens or other monetary encumbrances, other than the Hanover Mortgage and any Monetary Encumbrance as Seller shall pay and discharge in full prior to or at the Closing.
(c) To Seller’s Knowledge, all Facilities are supplied with such utilities as are necessary for the operation of such Facilities and the Business as currently operated and for their intended purposes, and Seller has no Knowledge of any future plans by any utility provider to curtail or eliminate any utilities currently serving the Assets. All utility bills and deposits required by any utility provider have been paid by Seller.
(d) To Seller’s Knowledge, each of the Facilities abuts on and has direct vehicular access to a public road, or has access to a public road via a permanent irrevocable and insurable easement benefiting the Real Property upon which such Facility is located, and Seller has no Knowledge of, and no Seller has received any written notice that alleges any breach or default under any instrument creating any such easement or attempting to terminate or revoke such easement.
(e) To Seller’s Knowledg...
Title to Property and Related Matters. MI has good and marketable title to all the properties, interests in properties and assets, real, personal and mixed, reflected as being owned by it on the Balance Sheet or acquired by it after the date of the Balance Sheet, of any kind or character, free and clear of any liens or encumbrances, except (i) those referred to in the notes to the Balance Sheet, (ii) those set forth in Schedule 7, and (iii) liens for current taxes not yet delinquent. Except as set forth in said Schedule 7 and except for matters which may arise in the ordinary course of business, MI's assets are in good operating condition and repair. To the best of knowledge of MI, there does not exist any condition that materially interferes with the use thereof in the ordinary course of MI's business.
Title to Property and Related Matters. FM has good and marketable title to all the properties, interests in properties and assets, real, personal and mixed, reflected as being owned by them on the Statements or acquired by them after the date of the Statements, of any kind or character, free and clear of any liens or encumbrances, except (i) those referred to in the notes to the Statements, (ii) those set forth in Schedule 14, and (iii) liens for current taxes not yet delinquent. Except as set forth in said Schedule 14 and except for matters which may arise in the ordinary course of business, FM's assets are in good operating condition and repair. To the best of knowledge of FM, there does not exist any condition that materially interferes with the use thereof in the ordinary course of FM's or MI's respective businesses.
Title to Property and Related Matters. The Acquiree has and at the time of Closing will have good and marketable title to all of its properties, and assets, real, personal and mixed, owned by it at the date of this Agreement or acquired by it after the date of this Agreement, of any kind or character, free and clear of any liens or encumbrances, except (i) those set forth in Schedule 3.11; (ii) liens for current taxes not yet delinquent; and (iii) liens or encumbrances which do not materially impair the use, occupancy or value of the assets and properties of the Acquiree or otherwise materially impair business operations. Except as set forth in said Schedule 3.11 and except for matters that may arise in the ordinary course of business, the assets of the Acquiree are in good operating condition and repair, reasonable wear and tear excepted. There does not exist any condition that materially interferes with the use thereof in the ordinary course of the business of the Acquiree.
Title to Property and Related Matters. INI has, and at the time of the Closing will have, good and marketable title to all of its properties, interests in properties and assets, real, personal and mixed, owned by it at the date of this Agreement or acquired by it after the date of this Agreement, of any kind or character, free and clear of any liens or encumbrances. Except for matters that may arise in the ordinary course of business, the assets of INI are in good operating condition and repair, reasonable wear and tear excepted. To the best of the knowledge of INI, there does not exist any condition that materially interferes with the use thereof in the ordinary course of the business of INI.
Title to Property and Related Matters. On the date hereof, Seller has, and on the Closing Date will have, good and marketable title to all of the Seller Assets, free and clear of any liens or encumbrances, and all of Seller’s assets and properties are reflected on the Base Balance Sheet (subject to dispositions or replacements prior to Closing in the ordinary course of business). The Seller Assets, together with the items excluded from the definition of “Seller Assets” as set forth in Section 1.1, constitute all of the assets and properties used in the Seller Business of any kind or character as heretofore conducted. Except as set forth on Schedule 6.9 and except for matters that may arise in the ordinary course of business, Seller’s material assets are in good operating condition and repair, reasonable wear and tear and normal obsolescence excepted. Schedule 1.1(b) contains a materially accurate description of information which Seller is prohibited or restricted from disclosing or transferring to Buyer pursuant to the terms of any confidentiality or similar agreement. To the best of the knowledge of Seller, there does not exist any condition or agreement that materially interferes with the use of the Seller Assets in the conduct of the Seller Business in the ordinary course. Seller has no interest in real property other than as lessee pursuant to the Facility Leases.
