Unencumbered Assets As of the Agreement Date, Schedule 6.1(y) is a correct and complete list of all Unencumbered Assets. Each of the Unencumbered Assets included by the Borrower in calculations of the Unencumbered Asset Value satisfies all of the requirements contained in this Agreement for the same to be included therein.
Maintenance of Total Unencumbered Assets The Company and its Subsidiaries will maintain Total Unencumbered Assets of not less than 200% of the aggregate outstanding principal amount of the Unsecured Debt of the Company and its Subsidiaries on a consolidated basis.
Real Property; Title to Assets (a) The Company does not own any real property.
Title to Properties The Company and each Subsidiary have good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of their respective businesses, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date, the property of the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.
Title to Assets; Real Property (a) The Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Audited Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
Title to Purchased Assets Seller has good and valid title to, or a valid leasehold interest in, all of the Purchased Assets. All such Purchased Assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):
Good Title to Properties The Company and its subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in the Prospectus or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and its subsidiaries; and any real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its subsidiaries.
Title to Property The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(t) or such as would not have a Material Adverse Effect. Any real property and facilities held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as would not have a Material Adverse Effect.
Title to Assets and Properties Except as set forth in Section 4.6 of the Disclosure Schedule, the Companies and their Subsidiaries have good and marketable title to, or valid leasehold interests in, their assets and properties sufficient to operate such properties and to conduct their businesses as currently conducted, except for (a) the Permitted Encumbrances (as defined below) and (b) other defects in such titles, or any easements, restrictive covenants or similar encumbrances that have not had and would not reasonably be expected to be materially adverse to the Companies and their Subsidiaries and their respective assets. For purposes of this Agreement, “Permitted Encumbrances” mean: (i) encumbrances for assessments, taxes, water, sewer and other similar charges not yet delinquent or that either Company or any of their Subsidiaries is contesting in good faith through appropriate proceedings; provided that adequate reserves have been established with respect thereto; (ii) easements or reservations thereof, rights of way, highway and railroad crossings, sewers, electric and other utility lines, telegraph and telephone lines, zoning, building code and other covenants, conditions and restrictions as to the use of the Real Property that do not affect or interfere in an material way with the use of such Real Property by the Companies and their Subsidiaries; (iii) encumbrances listed on Section 4.6 of the Disclosure Schedule; (iv) liens securing the claims of materialmen, landlords and others provided payment is not yet delinquent; (v) any leases, subleases or licenses listed on Section 4.6 of the Disclosure Schedule; (vi) all encumbrances relating to liens securing borrowed money to be released at or prior to the Closing, all of which are listed on Section 4.6 of the Disclosure Schedule; (vii) any and all matters and encumbrances (including, without limitation, fee mortgages or ground leases) affecting the leased real property of the Companies or their Subsidiaries, not created or granted by the Companies or their Subsidiaries, but only to the extent that such matters and encumbrances (1) do not materially interfere with the right of the Companies or their Subsidiaries to use any of the leased real property, or (2) are not Known to Seller (it being understood that reasonable investigation for purposes of this clause (vii) will not require GEC or Seller to conduct title searches with respect to such real property); and (viii) any subordination or attornment agreement between either of the Companies or any of their Subsidiaries and the lender for any of the landlords of either of the Companies or any of their Subsidiaries, all of which are listed on Section 4.6 of the Disclosure Schedule.
Title to Properties, etc Each of the Borrowers and their Subsidiaries has good and marketable title, in the case of Real Property, and good title (or valid Leaseholds, in the case of any leased property), in the case of all other property, to all of its properties and assets free and clear of Liens other than Permitted Liens. The interests of the Borrowers and their Subsidiaries in the properties reflected in the most recent balance sheet referred to in Section 5.07, taken as a whole, were sufficient, in the judgment of the Borrowers, as of the date of such balance sheet for purposes of the ownership and operation of the businesses conducted by the Borrowers and their Subsidiaries.
