Title to Real Properties. (a) Each of the Company and each Company Subsidiary has good and marketable title to, or valid leasehold interests in, all its real properties free and clear of all Liens, except for such defects in title, easements, restrictive covenants and similar encumbrances or impediments that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect.
(b) Except where the failure to comply, the failure to be in full force and effect or the default has not had and would not be reasonably likely to have a Company Material Adverse Effect, each of the Company and each Company Subsidiary has complied in all respects with the terms of all leases to which it is a party and under which it is in occupancy, all such leases are in full force and effect and no extant notice of default has been given by either party to such leases, and no event has occurred, which with the giving of notice or the passage of time or both would constitute a default under any of such leases.
Title to Real Properties. The Company and each of its Subsidiaries has good and valid title in fee simple to all its owned real property, as reflected in the most recent balance sheet included in the audited financial statements included in the Company SEC Documents, except for properties and assets that have been disposed of in the ordinary course of business since the date of such balance sheet, free and clear of all Liens, except for Permitted Liens and for such matters which do not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each of its subsidiaries have good and valid leasehold interests in all real property leased by them, except for such matters which do not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All leases under which the Company or any of its subsidiaries lease any real or personal property are in good standing, valid and effective against the Company and, to the Company's Knowledge, the counterparties thereto, in accordance with their respective terms, is not and there is not, under any of such leases, any existing default by the Company or, to the Company's Knowledge, the counterparties thereto, or event which, with notice or lapse of time or both, would become a default by the Company or, to the Company's Knowledge, the counterparties thereto, other than failures to be in good standing, valid and effective and defaults under such leases which do not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Title to Real Properties. To the knowledge of the Company, the Company and each of its Subsidiaries has good title to, or in the case of leased property and assets have valid leasehold interests in, all real property reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date, except for properties sold since the Company Balance Sheet Date in the ordinary course of business consistent with past practices, except for such imperfections in title and easements, if any, as are not substantial in character, amount or extent and do not materially detract from the value, or materially interfere with the present use of the property subject thereto or affected thereby, or otherwise materially impair the Company's business operations. None of such property is subject to any Lien, except:
(a) Liens disclosed on the Company Balance Sheet;
(b) Liens for taxes not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on the Company Balance Sheet); or
(c) Liens which do not materially detract from the value or materially interfere with any present use of such property or assets.
Title to Real Properties. To the knowledge of the Indemnitors, ------------------------ upon consummation of the assignments and other transactions contemplated by the Omnibus Agreement, the Operating Partnership will be (i) the owner and holder of the ground leasehold estate and ground lessee's interest in the land comprising the Xxxxxx Airport Center Long Beach Property and the ground and air space leasehold estates and ground and air space lessees' interests in the land comprising the SeaTac Office Center Property,
Title to Real Properties. (a) The company does not own any real property.
(b) Section 4.18 of the Company Disclosure Letter sets forth a true, correct and complete list as of the date of this Agreement, of all of the real property leased, subleased, or otherwise occupied by the Company (the Leased Property), including the address of such Leased Property, and identifying the applicable lease (each such lease, a Lease). The Company has heretofore made available to Purchaser true, correct and complete copies of the Leases. To the Knowledge of the Company, there are no existing defaults by the landlord or tenant under any of the Leases, which defaults remain uncured
(c) To the Knowledge of the Company, other than the rights of owners of the Leased Properties and the rights of the Company, the Leased Property is free of any right of possession or claim of right of possession of any other party.
Title to Real Properties. Except as set forth in Section 3.17 of the Company Disclosure Letter, the Company Annual Report sets forth a true, accurate and complete list of all real property that is owned, and all material real property that is leased, by the Company or any of its Subsidiaries. The Company and each of its Subsidiaries has good and valid title in fee simple to all its owned real property as reflected in the most recent balance sheet included in the audited financial statements included in the Company SEC Documents (except for properties and assets that have been disposed of in the ordinary course of business since the date of such balance sheet) free and clear of all Liens, except for Permitted Liens. The Company and each of its Subsidiaries have good and valid leasehold interests in all real property leased by them. All leases under which the Company or any of its Subsidiaries leases any real or personal property are, in all material respects, in good standing, valid and effective against the Company or such Subsidiaries and the counterparties thereto in accordance with their respective terms, and there is not, under any of such leases, any existing default by the Company or any such Subsidiaries or counterparties, or any event which, with notice or lapse of time or both, would become such a default, other than any defaults under such leases which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.
Title to Real Properties. Section 3.7 of the CCS Disclosure Schedule ------------------------ sets forth a correct and complete list of real property owned or leased by CCS. CCS has good record and marketable title in fee simple to, or holds a valid interest as lessee under leases in full force and effect in, all real property used in connection with its business or otherwise owned or leased by CCS, except for (i) such defects in title or such lien, security interests or other encumbrances on such property as would not, individually or in the aggregate, have a Material Adverse Effect on CCS, (ii) Permitted Liens, and (iii) any liens, security interests or other encumbrances relating to any indebtedness disclosed on Section 3.16 of the CCS Disclosure Schedule and being assumed by PaeTec at the Effective Time.
Title to Real Properties. Except as disclosed in Section 4.7 of the ------------------------ PaeTec Disclosure Schedule, PaeTec has good record and marketable title in fee simple to, or holds a valid interest as lessee under leases in full force and effect in, all real property used in connection with its business or otherwise owned or leased by PaeTec, except for (i) such defects in title or such liens, security interests or other encumbrances on such property as would not, individually or in the aggregate, have a Material Adverse Effect on PaeTec, or (ii) Permitted Liens.
Title to Real Properties. To the Knowledge of the Company as of the date of this Agreement, Section 3.17 of the Company Disclosure Letter contains a complete and correct list of all real property owned by the Company and its Subsidiaries (the “Owned Real Property”). The Company and each of its Subsidiaries have good, valid and marketable fee simple title to all of its Owned Real Property, free and clear of any Liens (x) created on or after November 1, 2005 and, (y) to the Knowledge of the Company, created prior to November 1, 2005, in each case other than Permitted Liens and except as would not reasonably be expected to have a Company Material Adverse Effect. There are no outstanding options or rights of first refusal to purchase the Owned Real Property, or any material portion thereof or interest therein; provided that no representation is made hereunder with respect to options or rights of first refusal granted prior to November 1, 2005 if the grant thereof is a Moyes-Specific Event. To the Knowledge of the Company as of the date of this Agreement, Section 3.17 of the Company Disclosure Letter contains a complete and correct list of all real property leased by the Company and its Subsidiaries (the “Leased Property”). The Company and each of its Subsidiaries have good and valid leasehold interests in all Leased Property, free and clear of any Liens (x) created on or after November 1, 2005 and, (y) to the Knowledge of the Company, created prior to November 1, 2005, in each case other than Permitted Liens and except as would not reasonably be expected to have a Company Material Adverse Effect. With respect to all Leased Property, there is not, under any of such leases, any existing default by the Company or its Subsidiaries or, to the Company’s Knowledge, the counterparties thereto, or event which, with notice or lapse of time or both, would become a default by the Company or its Subsidiaries or, to the Company’s Knowledge, the counterparties thereto, other than any defaults that would not reasonably be expected to have a Company Material Adverse Effect.
Title to Real Properties. (a) Neither F&G Life nor any of the F&G Subsidiaries owns any real property (other than leasehold improvements relating to F&G Life's headquarters facilities).
