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.
Appears in 2 contracts
Samples: Merger Agreement (Northrop Grumman Corp /De/), Merger Agreement (Essex Corp)
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 the 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 other than Permitted Liens, except for Permitted Liens and for such matters which do not have and as would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. The Company and each of its subsidiaries Subsidiaries have good and valid leasehold interests in all real property leased by them, except for such matters which do not have and as would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. All With respect to all leases under which the Company or any of its subsidiaries Subsidiaries lease any real or personal property property, such leases are in good standing, valid and effective against the Company and, to the Company's ’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 ’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 ’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, have a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Aramark Corp/De), Merger Agreement (Neubauer Joseph)
Title to Real Properties. The Company and each of its Subsidiaries has have good and valid title in fee simple to all its their 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 the 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 other than Permitted Liens, except for Permitted Liens and for such matters which do not have and as would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. The Company and each of its subsidiaries Subsidiaries have good and valid leasehold interests in all real property leased by them, except for such matters which do not have and as would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. All With respect to all leases under which the Company or any of its subsidiaries Subsidiaries lease any real or personal property property, such leases are in good standing, valid and effective against the Company and, to the Company's ’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 ’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, have a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Bandag Inc), Merger Agreement (Bandag Inc)
Title to Real Properties. Neither the Company nor any of its Subsidiaries owns any real property. 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 as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All With respect to all leases under which the Company or any of its subsidiaries Subsidiaries lease any real or personal property property, such leases are in good standing, valid and effective against the Company or any of its Subsidiaries and, to the Company's ’s Knowledge, the counterparties thereto, in accordance with their respective terms, is not and there is not, under any of such leases, leases any existing default by the Company or any of its Subsidiaries or, to the Company's ’s Knowledge, the counterparties thereto, or any event which, with notice or lapse of time or both, would become a default by the Company or any of its Subsidiaries or, to the Company's ’s Knowledge, the counterparties thereto, other than failures to be in good standing, valid and effective standing and defaults under such leases which do not have and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.. Table of Contents
Appears in 1 contract
Title to Real Properties. Neither the Company nor any of its Subsidiaries own any real property. 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 as would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. All With respect to all leases under which the Company or any of its subsidiaries Subsidiaries lease any real or personal property property, such leases are in good standing, valid and effective against the Company or any of its Subsidiaries and, to the Company's ’s Knowledge, the counterparties thereto, in accordance with their respective terms, is not and there is not, under any of such leases, leases any existing default by the Company or any of its Subsidiaries or, to the Company's ’s Knowledge, the counterparties thereto, or any event which, with notice or lapse of time or both, would become a default by the Company or any of its Subsidiaries or, to the Company's ’s Knowledge, the counterparties thereto, other than failures to be in good standing, valid and effective standing and defaults under such leases which do not have and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Educate Inc)