Title to Property, Etc. (a) Each of the Company and its Subsidiaries has good and marketable title in all its Property, except where the failure to have such good and marketable title would not reasonably be expected to cause a Material Adverse Change, and none of such Property is subject to any Lien, except Permitted Liens.
Title to Property, Etc. (a) The Company and each Subsidiary has good and indefeasible fee simple title to its real property and good and defensible title to all of its other Property, including the Property reflected in the balance sheets included in the Company Financials (other than Properties disposed of in the ordinary course of business), subject to no Lien of any kind except Permitted Liens which do not, individually or in the aggregate, materially affect or interfere with, or if used or availed of will not materially affect or interfere with, the occupancy, use or operation of such item of Property for its intended purpose or the peaceful and quiet use and enjoyment thereof by the Company or such Subsidiary, as the case may be.
Title to Property, Etc. The Company and its Significant Subsidiaries have good and marketable title to all real property owned by them and 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 described or referred to in the Prospectus or (b) do not, singly or in the aggregate, affect the value of such property or interfere with the use made and proposed to be made of such property to such extent as might reasonably be expected to result in a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its Significant Subsidiaries holds properties described in the Prospectus, are in full force and effect, and neither the Company nor any Significant Subsidiary has any notice of any claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, to the extent that such claim might reasonably be expected to result in a Material Adverse Effect.
Title to Property, Etc. (a) Each of the Group has good and marketable title in all its Property, except where the failure to have such good and marketable title could not reasonably be expected to cause a Material Adverse Change, and none of such Property is subject to any Lien, except Permitted Liens.
Title to Property, Etc. Each of the Borrower and its Subsidiaries has good and indefeasible title in all its material Property, and none of such Property is subject to any Lien, except Permitted Liens.
Title to Property, Etc. SELLER has and, upon consummation of this transaction will have transferred to Buyer, good and marketable title to each of the Assets free and clear of any mortgages, liens, encumbrances, charges, easements or restrictions of any kind whatsoever other than (i) beneficial easements and restrictions of record which will not impair the BANK's intended use of the Property, and (ii) such easements or restrictions as may be specifically approved in writing by the BANK. No claims or allegations have been made or threatened which, if substantiated, would make the foregoing representation and warranty untrue in any respect.
Title to Property, Etc. Except as disclosed in the year-end financial statements and Exhibit 5J, the Corporation has (directly or indirectly) good and marketable title to, or valid leasehold interests in, all real and personal property and assets, tangible and intangible, reflected in the year-end financial statements (other than property or assets disposed of in the ordinary course of business), free and clear of any lien, encumbrance, security interest, lease, mortgage, pledge, conditional sale agreement, contract, option, charge or claims of any nature whatsoever.
Title to Property, Etc. The Borrowers: (a) do not hold any ---------------------- title to any real properties, except for the real property owned by ORS described on an applicable Schedule to the Stock Purchase Agreement (the "Real Property"); (b) have a lessee's leasehold interest in the properties described on the Schedules attached to the Stock Purchase Agreement (such leasehold interests and the Real Property is hereinafter collectively referred to as the "Borrowers' Properties") pursuant to the lease agreements described on the Schedules attached to the Stock Purchase Agreement (the "Borrowers' Leases"); (c) except as set forth on an applicable Schedule to the Stock Purchase Agreement, have maintained the Borrowers' Leases in full force and effect and are not in violation of or default of or have committed a breach of any term, condition or provision of the Borrowers' Leases; (d) maintain their chief executive offices at the locations set forth on Exhibit D; (e) will maintain --------- their chief executive offices within the respective states set forth in Exhibit ------- D; and (f) except as set forth on an applicable Schedule to the Stock Purchase - Agreement, have and will maintain good and marketable title to all of the Equipment and their other personal property assets purported to be owned by them and necessary to the operation of their businesses as presently conducted, including, without limitation, all of the Collateral in each case free and clear of all Liens (including, without limitation, Liens arising by operation of Law or otherwise in favor of the Environmental Protection Agency, and the Internal Revenue Service). None of the Borrowers' assets are goods covered by a certificate of title (as such terms are defined in the UCC). Except as specifically set forth on the Schedules attached to the Stock Purchase Agreement, the Borrowers do not lease any personal property.
