Title to Property; Encumbrances. (a) TRG has, and immediately prior to the Closing TRG will have, good, clear and marketable title to all real property and good, clear and valid title to all personal property reflected on the Interim Financial Statements and all real property and personal property acquired by TRG since October 27, 2012, in each case free and clear of all Liens except (i) as set forth on Schedule 4.6(a) hereto and (ii) for Permitted Liens. The term “Permitted Liens,” as used in this Agreement, shall mean (i) statutory liens for taxes or assessments not at the time due, (ii) liens in respect of pledges or deposits under workers’ compensation laws or similar legislation, (iii) carriers’, warehousemen’s, mechanics’, laborers’ and material men’s liens if the obligations secured by such liens are not then delinquent, (iv) encumbrances in the nature of zoning restrictions, easements, rights or restrictions of record on the use of real property if the same do not detract from the value of the property encumbered thereby or impair the use of such property in the business of TRG.
(b) All real property, personal property leases and licenses pursuant to which TRG leases or licenses from others real or personal property are valid, subsisting and effective in accordance with their respective terms, and there is not, under any real property lease, license or personal property lease, any existing default or event of default of TRG or any other party thereto. Schedule 4.6(b) hereto contains a list of all real property leases, licenses and personal property leases under which TRG is the lessee or licensee. True and complete copies of all real property leases, licenses and personal property leases listed on said Schedule 4.6(b) hereto have been delivered to Purchaser heretofore. Except as set forth on said Schedule 4.6(b), no such lease or license will require the consent of the lessor or licensor to or as a result of the consummation of the transactions contemplated by this Agreement. TRG does not own any real property.
Title to Property; Encumbrances. (a) The Company has good and marketable title to all of its properties and assets free and clear of any payment obligation to any third party or any other lien or encumbrance .
(b) The Company does not own any real property.
(c) With respect to properties and assets it leases, the Company is in compliance with such leases and holds a valid leasehold interest free of all liens, claims or encumbrances. The Company is not in default under any lease nor does the Company have knowledge of any event which, after notice or the passage of time or both, will or may constitute a default under any lease.
Title to Property; Encumbrances. (a) The Company does not own any real property or any Structures.
(b) The Company has, and immediately prior to the Closing will have, good, valid and marketable title in fee simple to all personal property reflected on the Balance Sheet as owned by the Company and all personal property acquired by the Company since the Balance Sheet Date, in each case free and clear of all Liens except (i) as set forth on Schedule 3.05(a) and (ii) Permitted Liens.
(c) Schedule 3.05(c) contains a list of all tangible personal property having a cost or fair market value in excess of $5,000 owned by the Company (other than personal property held by the Company as lessee under a personal property lease).
(d) Schedule 3.05
Title to Property; Encumbrances. (a) The Company has, and immediately prior to the Closing will have, good, valid and marketable title in fee simple to all Real Property and all personal property reflected on the Balance Sheet as owned by the Company and all Real Property and personal property acquired by the Company since the Balance Sheet Date, in each case free and clear of all Liens except (i) as set forth on Schedule 4.5(a), (ii) for sales and other dispositions of inventory in the Ordinary Course since the Balance Sheet Date which, in the aggregate, have not been materially different from prior periods, and (iii) Permitted Liens.
(b) Schedule 4.5(b). contains a true and complete list and legal description of each parcel of Owned Real Property and a general description of each Structure situated thereon. The Shareholders have heretofore furnished to Purchaser true and complete copies of all deeds, other instruments of title and policies of title insurance indicating and describing the Company's ownership of the Owned Real Property, as well as copies of any surveys or environmental reports relating to the real property.
(c) Schedule 4.5(c). contains a list of all tangible personal property having a cost or fair market value in excess of Five Thousand Dollars ($5,000.00) owned by the Company (other than personal property held by the Company as lessee under a personal property lease).
(d) Schedule 4.5
Title to Property; Encumbrances. Either VSI or Seller has good, valid and, in the case of real properties, marketable title to all the properties and assets shown on the Financial Statements or thereafter acquired, including the Assets (except for (i) inventory subsequently sold or otherwise disposed of for fair value in the ordinary course of business consistent with past practice, (ii) accounts receivable subsequently collected in the ordinary course of business consistent with past practice and (iii) immaterial amounts of inventory, machinery and equipment that have been determined to be obsolete or otherwise not necessary and have been disposed of in the ordinary course of business consistent with past practice), in each case free and clear of all Encumbrances except for any Encumbrance reflected in Schedule 2.14 hereof. All buildings, structures, improvements and fixtures owned, leased or used by VSI or Seller in the conduct of their respective businesses conform in all material respects to all applicable codes, and rules adopted by any applicable Governmental Body or national and local associations and boards of insurance underwriters; and all such buildings, structures, improvements and fixtures are in good operating condition and repair, normal "wear and tear" excepted.
Title to Property; Encumbrances. 2.5.1. The Hxxxxx Companies have good and marketable title in fee simple to all real property and good title to all personal property reflected on the most recent interim unaudited balance sheet of the Hxxxxx Companies, which is dated, August 31, 2007 (the “Balance Sheet”), and which is included in the Financial Statements (as defined herein), as owned by any of the Hxxxxx Companies and all real property and personal property acquired by any of the Hxxxxx Companies since August 31, 2007, in each case free and clear of all Liens except (i) as set forth on Schedule 2.5(b), (ii) for sales and other dispositions of assets in the ordinary course of business since August 31, 2007 which, in the aggregate, have not been materially different from prior periods, (iii) the lien of taxes not yet due and payable, (iv) manufacturer’s and similar liens incurred in the ordinary course of business, and (v) such imperfections of title, restrictions and encumbrances, if any, as do not materially detract from the value or materially interfere with the present use of the properties by any of the Hxxxxx Companies or otherwise materially impair the Business. The Hxxxxx Companies customer mailing list is the exclusive property of the Hxxxxx Companies and no third party has any rights with respect thereto. Neither Seller nor the Hxxxxx Companies has sold such customer mailing list to any third party.
2.5.2. The Hxxxxx Companies do not own any real property (“Real Property”) or any material facility, building, plant, factory, office, warehouse structure or other building (a “Structure”).
2.5.3. Schedule 2.5(d) contains the most current available register of personal property owned by the Hxxxxx Companies.
2.5.4. Schedule 2.5(e), except as set forth therein, contains a list of all real property leases, and material licenses and personal property leases related to the Business under which Chartwell or the Hxxxxx Companies is the lessee or licensee, together with (i) the location of each of the leased real properties, (ii), the termination date of each such lease or license and (iii) the name of the lessor or licensor. Except as described in Schedule 2.5(e), all material leases and licenses pursuant to which any of the Hxxxxx Companies leases or licenses from others real or personal property are valid, subsisting in full force and effect in accordance with their respective terms as the same may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or si...
Title to Property; Encumbrances. The Company has good and valid title to all of its tangible properties, and interests in tangible properties and assets, real and personal, reflected on the Balance Sheet or acquired after the Balance Sheet Date (except tangible properties and assets, or interests in tangible properties and assets, sold or otherwise disposed of since the Balance Sheet Date in the ordinary course of business consistent with past practice), or, with respect to leased properties and assets, valid leasehold interests in such properties and assets which afford the Company valid leasehold possession of the properties and assets that are the subject of such leases, in each case, free and clear of all Encumbrances, except (a) Permitted Encumbrances, (b) such imperfections of title and non-monetary Encumbrances as do not materially detract from or interfere with the use of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties, (c) the rights of landlords or lessors under such leasehold interests, and (d) liens securing Indebtedness that is reflected on the Balance Sheet.
Title to Property; Encumbrances. Section 3.7 of the Buyer Disclosure Schedule contains a complete and accurate list of all real property, leaseholds or other interests therein owned by Buyer or any Buyer Subsidiary. Buyer has delivered or made available to Seller copies of the deeds and other instruments (as recorded) by which Buyer acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of Buyer and relating to such property or interests. Buyer does not own any real property.
Title to Property; Encumbrances. Citadel has good and ------------------------------- indefeasible title to and other legal right to use all properties and assets, real, personal and mixed, tangible and intangible, reflected as owned on the latest balance sheet included in the Citadel Financial Statements or acquired after the date of such balance sheet, except for properties and assets disposed of in accordance with customary practice in the business or disposed of for full and fair value since the date of such balance sheet in the ordinary course of business consistent with past practice and except for matters that would not have a Material Effect.
Title to Property; Encumbrances. XxxxXxxx and Acquisition, ------------------------------- either directly or indirectly, have good and indefeasible title to and other legal right to use all properties and assets, real, personal and mixed, tangible and intangible, reflected as owned on their latest balance sheets included in the XxxxXxxx or Acquisition Financial Statements or acquired after the date of such balance sheet, except for properties and assets disposed of in accordance with customary practice in the business or disposed of for full and fair value since the date of such balance sheet in the ordinary course of business consistent with past practice and except for matters that would not have a Material Effect.
