Title to Property; Condition. Except as set forth on Schedule 2.10:
Title to Property; Condition. (a) Except as set forth in Schedule 3.15, assuming, for purposes of the date hereof, effectiveness of the transactions contemplated by the Restructuring, the Transferred Subsidiary and the Local Sellers have good title to, or a valid and binding leasehold interest in, or the right to use, the Assets free and clear of all mortgages and Encumbrances, except for (i) any Encumbrances disclosed or reflected in the Reference Balance Sheet, (ii) liens for Taxes, assessments and other governmental charges not yet due and payable or due but not delinquent or being contested in good faith by appropriate proceedings, (iii) mechanics', workmen's, repairmen's, warehousemen's, carriers' or other similar liens arising or incurred in the ordinary course of business, original purchase price, conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business, (iv) retention of title Encumbrances and (v) Encumbrances which are immaterial to the Assets to which they relate (all items permitted under this paragraph (a) together with any matter set forth in Schedule 3.15, are referred to collectively herein as the "Permitted Encumbrances").
Title to Property; Condition. (a) The Subject Company has or will have prior to the Closing: (i) with respect to all material parcels of real property owned by the Subject Company, good and valid title, (ii) with respect to all material parcels of real property leased by the Subject Company, valid and subsisting leasehold estates, and (iii) with respect to all material personalty owned by the Subject Company, including at Closing the Xxxx Xxxxxxxxx Riverboat, good title, in each instance free and clear of all Liens other than
Title to Property; Condition. (a) The Subject Company does not have an ownership interest in any real property. The Subject Company has or will have prior to the Closing, with respect to all Leased Real Property, valid and subsisting leasehold estates. "Leased Real Property" means the space leased by the Subject Company which is listed on Schedule 2.10(a) of the Seller Disclosure Schedule.
Title to Property; Condition. Except as disclosed in Section 2.10 ---------------------------- of the Seller Disclosure Schedule, the Subject Company has (i) with respect to all parcels of real property reflected on the Closing Balance Sheet, good and valid title, (ii) with respect to all parcels of real property leased by the Subject Company pursuant to the Real Property Leases (as defined below) listed on Schedule 2.10, valid and subsisting leasehold estates, and (iii) with respect to all material tangible and intangible personal property owned by the Subject Company, good title, in each instance free and clear of all Liens other than Permitted Encumbrances. "PERMITTED ENCUMBRANCES" means any Liens that (i) are listed in Section 2.10 of the Seller Disclosure Schedule, (ii) liens for taxes not yet due and payable, and (iii) those Liens that, individually or in the aggregate with all other Permitted Encumbrances, do not, and could not be reasonably expected to, materially interfere with the use or value of the properties or assets of the Subject Company or to otherwise have or result in a Material Adverse Effect. The Subject Company has made available to Purchaser a copy or an accurate summary of the material terms of all of its material real property and personal property leases.
Title to Property; Condition. The Company does not own any real property. With respect to real property leased by the Company, (i) the Company is entitled to and has exclusive possession of such leased properties, (ii) the leased properties are not subject to any other legally binding lease, tenancy, license or easement of any kind that materially interferes with the Company’s use of the leased properties, and (iii) the Company has valid leasehold interests therein, free and clear of Liens, except for the following: (a) Liens for current Taxes not yet due and payable or that are being contested in good faith by appropriate proceedings or that are otherwise not material; (b) encumbrances that do not materially impair the ownership or use of the assets to which they relate; (c) Liens securing debt that is reflected in the Financial Statements; (d) statutory or common law Liens to secure obligations to landlords, lessors or renters under leases or rental agreements; (e) deposits or pledges made in connection with, or to secure payment of, workers’ compensation, unemployment insurance or similar programs mandated by applicable law; (f) statutory or common law Liens in favor of carriers, warehousemen, mechanics and materialmen, to secure claims for labor, materials or supplies, and other like Liens; and (g) such other Liens as would not reasonably be expected to have a Company Material Adverse Effect.
Title to Property; Condition. Except as set forth on the Disclosure Schedule, the Company has good and merchantable right, title and interest in and to all of the machinery, equipment, terminals, computers, vehicles, personal property and all other assets reflected in the Latest Balance Sheet and all of the assets purchased or otherwise acquired since the date of the Latest Balance Sheet for the Company (except for such assets as may have been sold or otherwise disposed of in the ordinary course of business since the date of the most recent balance sheet included in the Financial Statements), subject to no mortgage, pledge, lien or security interest of any kind or nature (whether or not of record). Except as set forth on the Disclosure Schedule, the items of equipment and other personal property of the Company that are necessary to the conduct of the business of the Company are in good operating condition and repair and fit for the intended purpose thereof, ordinary wear and tear excepted, and no material maintenance, replacement or repair has been deferred or neglected. The Company owns no real property. The Disclosure Schedule sets forth a list of all leased real property and includes the name of the lessor, the monthly rent amount, the duration (including renewal options) and includes a copy of each of the leases related thereto.
Title to Property; Condition. STPD and/or one of its subsidiaries has good and merchantable right, title and interest in and to all of the real and personal property and all other assets reflected in STPD's consolidated balance sheet as of September 30, 1996, included in STPD's unaudited consolidated financial statements which are set forth in STPD's most recent Form 10-QSB for the quarter ended September 30, 1996 ("STPD'S LATEST BALANCE SHEET") and all of the assets purchased or otherwise acquired since the date of STPD's Latest Balance Sheet (except for such assets as may have been sold or otherwise disposed of in the ordinary course of business since the date of STPD's Latest Balance Sheet), and such assets are not subject to any mortgage, pledge, lien or security interest of any kind or nature (whether or not of record) not reflected in STPD's Latest Balance Sheet, except (i) The Badlands Loan, (ii) statutory liens for property taxes not yet delinquent or payable subsequent to the date of this Agreement and statutory or common law liens securing the payment or performance of any obligation of STPD or its subsidiaries, the payment or performance of which is not delinquent, or that is payable without interest or penalty subsequent to the date on which this representation is given, (iii) claims, easements, liens, and other encumbrances of record pursuant to filings under real property recording statutes which do not interfere with the marketability of title of such property, and (iv) as described in STPD's Latest Balance Sheet or the notes thereto. The items of equipment and other personal property of each of STPD and its subsidiaries that are necessary to the conduct of their respective businesses of are in good operating condition and repair and fit for the intended purpose thereof, ordinary wear and tear excepted, and no material maintenance, replacement or repair has been deferred or neglected.
Title to Property; Condition. (a) The Company owns no real property. Section 2.10 of the Seller Disclosure Schedule contains a complete list as of the date hereof by address of all real property leased, operated or used by the Company, indicating the nature of the Company's interest therein. No condemnation, expropriation, eminent domain or similar proceeding affecting all or any material portion of any such real property is pending or, to the knowledge of the Company or Seller, threatened.
Title to Property; Condition. (a) BAC has good and marketable title in and to all of the assets reflected in the BAC Financial Statements and all assets purchased or otherwise acquired since December 31, 1997 (except for such assets as may have been sold or otherwise disposed of in the ordinary course of business), subject to no lien of any kind or nature;
