Common use of Titles, etc Clause in Contracts

Titles, etc. (a) Except as set out in Schedule 7.10, each of the Borrower and its Subsidiaries has good and defensible title to its material (individually or in the aggregate) Properties, free and clear of all Liens except Liens permitted by Section 9.02. (b) All leases and agreements necessary for the conduct of the business of the Borrower and its Subsidiaries are valid and subsisting, in full force and effect and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leases, which would adversely affect in any material respect the conduct of the business of the Borrower and its Subsidiaries. (c) The rights, Properties and other assets presently owned, leased or licensed by the Borrower and its Subsidiaries including, without limitation, all easements and rights of way, include all rights, Properties and other assets necessary to permit the Borrower and its Subsidiaries to conduct their business in all material respects in the same manner as its business has been conducted prior to the Closing Date. (d) Except as provided in Schedule 7.10, all of the assets and Properties of the Borrower and its Subsidiaries which are reasonably necessary for the operation of its business are in good working condition and are maintained in accordance with prudent business standards. (e) After the Initial Funding the Borrower shall own good and marketable title to 100% of the common stock of Kinder Xxxxxx X.X., and Kinder Xxxxxx X.X. shall have no other stock issued or outstanding other than the common stock owned by the Borrower and pledged to the Agent for the benefit of the Lenders.

Appears in 2 contracts

Samples: Credit Agreement (Kinder Morgan Inc), Credit Agreement (Kinder Morgan Energy Partners Lp)

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Titles, etc. (a) Except as set out in Schedule SCHEDULE 7.10, each of the Borrower and its the Subsidiaries has good and defensible title to its material (individually or in the aggregate) Properties, free and clear of all Liens except Liens permitted by Section 9.02. (b) All leases and agreements necessary for the conduct of the business of the Borrower and its the Subsidiaries are valid and subsisting, in full force and effect and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leases, which would adversely affect in any material respect the conduct of the business of the Borrower and its the Subsidiaries. (c) The rights, Properties and other assets presently owned, leased or licensed by the Borrower and its the Subsidiaries including, without limitation, all easements and rights of way, include all rights, Properties and other assets necessary to permit the Borrower and its the Subsidiaries to conduct their business in all material respects in the same manner as its business has been conducted prior to the Closing Date. (d) Except as provided in Schedule 7.10, all All of the assets and Properties of the Borrower and its the Subsidiaries which are reasonably necessary for the operation of its business are in good working condition and are maintained in accordance with prudent business standards. (e) After the Initial Funding the Borrower shall own good and marketable title to 100% of the common stock of Kinder Xxxxxx X.X., and Kinder Xxxxxx X.X. shall have no other stock issued or outstanding other than the common stock owned by the Borrower and pledged to the Agent for the benefit of the Lenders.

Appears in 2 contracts

Samples: Credit Agreement (Pentacon Inc), Credit Agreement (Pentacon Inc)

Titles, etc. (a) Except as set out in Schedule 7.10, each Each of the Borrower and its Subsidiaries and each Acquired Entity has good and defensible title to its material (individually or in the aggregate) Properties, free and clear of all Liens Liens, except Liens permitted by Section 9.02. (b) All leases and agreements necessary for the conduct of the business of the Borrower and its Subsidiaries and each Acquired Entity are valid and subsisting, in full force and effect and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leases, which would adversely affect in any material respect the conduct of the business of the Borrower and its Subsidiaries. (c) The licenses, rights, Properties and other assets presently owned, leased or licensed by the Borrower and its Subsidiaries including, without limitation, all easements and rights of wayeach Acquired Entity, include all rights, Properties and other assets necessary to permit the Borrower and its Subsidiaries and each Acquired Entity to conduct their business in all material respects in the same manner as its business has been conducted prior to the Closing Date. (d) Except as provided in Schedule 7.10, all All of the assets and Properties of the Borrower and its Subsidiaries and each Acquired Entity which are reasonably necessary for the operation of its business are in good working condition and are maintained in accordance with prudent business standards. (e) After the Initial Funding the Borrower shall own good and marketable title to 100% of the common stock of Kinder Xxxxxx X.X., and Kinder Xxxxxx X.X. shall have no other stock issued or outstanding other than the common stock owned by the Borrower and pledged to the Agent for the benefit of the Lenders.

Appears in 2 contracts

Samples: Credit Agreement (Castle Dental Centers Inc), Credit Agreement (Castle Dental Centers Inc)

Titles, etc. (a) Except as set out in Schedule 7.10, each of the Borrower and its Subsidiaries each Subsidiary has good and defensible title to its material (individually or in the aggregate) Properties, free and clear of all Liens except Liens permitted by Section 9.02. (b) All leases and agreements necessary for the conduct of the business of the Borrower and its the Subsidiaries are valid and subsisting, in full force and effect and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leases, which would adversely affect in any material respect the conduct of the business of the Borrower and its the Subsidiaries. (c) The rights, Properties and other assets presently owned, leased or licensed by the Borrower and its the Subsidiaries including, without limitation, all easements and rights of way, include all rights, Properties and other assets necessary to permit the Borrower and its the Subsidiaries to conduct their business in all material respects in the same manner as its business has been conducted prior to the Closing Date. (d) Except as provided in Schedule 7.10, all All of the assets and Properties of the Borrower and its the Subsidiaries which are reasonably necessary for the operation of its business are in good working condition and are maintained in accordance with prudent business standards. (e) After the Initial Funding the Borrower shall own good and marketable title to 100% of the common stock of Kinder Xxxxxx X.X., and Kinder Xxxxxx X.X. shall have no other stock issued or outstanding other than the common stock owned by the Borrower and pledged to the Agent for the benefit of the Lenders.

Appears in 1 contract

Samples: Senior Revolving Credit Agreement (Transcoastal Marine Services Inc)

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Titles, etc. 49- 55 (a) Except as set out in Schedule 7.10, each of the Borrower and its Subsidiaries has have good and defensible marketable title to its their material (individually or in the aggregate) Properties, (i) except in cases where the failure to have said good and marketable title would not reasonably cause a Material Adverse Effect and (ii) free and clear of all Liens Liens, except Liens permitted by Section 9.02. (b) All leases and agreements necessary for the conduct of the business of the Borrower and its Subsidiaries are valid and subsisting, in full force and effect and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leases, which would adversely affect in any material respect the conduct of the business of the Borrower and its Subsidiaries. (c) The rights, Properties and other assets presently owned, leased or licensed by the Borrower and its Subsidiaries including, without limitation, all easements and rights of way, include all rights, Properties and other assets necessary to permit the Borrower and its Subsidiaries to conduct their business in all material respects in the same manner as its business has been conducted prior to the Closing Date. (d) Except as provided in Schedule 7.10, all All of the assets and Properties of the Borrower and its Subsidiaries (taken as a whole) which are reasonably necessary for the operation of its business are in good working condition and are maintained in accordance with prudent business standards. (e) After the Initial Funding the Borrower shall own good and marketable title to 100% of the common stock of Kinder Xxxxxx X.X., and Kinder Xxxxxx X.X. shall have no other stock issued or outstanding other than the common stock owned by the Borrower and pledged to the Agent for the benefit of the Lenders.

Appears in 1 contract

Samples: Senior Secured Revolving Credit Agreement (BRL Universal Equipment Corp)

Titles, etc. (a) Except as set out in Schedule 7.10, each of the Borrower and its Subsidiaries has good and defensible title to its material (individually or in the aggregate) Properties, free and clear of all Liens except Liens permitted by Section 9.02. (b) All leases and agreements necessary for the conduct of the business of the Borrower and its Subsidiaries are valid and subsisting, in full force and effect and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leases, which would adversely affect in any material respect the conduct of the business of the Borrower and its Subsidiaries. (c) The rights, Properties and other assets presently owned, leased or licensed by the Borrower and its Subsidiaries including, without limitation, all easements and rights of way, include all rights, Properties and other assets necessary to permit the Borrower and its Subsidiaries to conduct their business in all material respects in the same manner as its business has been conducted prior to the Closing Date. (d) Except as provided in Schedule 7.10, all All of the assets and Properties of the Borrower and its Subsidiaries which are reasonably necessary for the operation of its business are in good working condition (ordinary wear and tear excepted) and are maintained in accordance with prudent business standards. (e) After the Initial Funding the Borrower shall own good and marketable title to 100% of the common stock of Kinder Xxxxxx X.X., and Kinder Xxxxxx X.X. shall have no other stock issued or outstanding other than the common stock owned by the Borrower and pledged to the Agent for the benefit of the Lenders.

Appears in 1 contract

Samples: Credit Agreement (Kinder Morgan Energy Partners Lp)

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