Title to and Condition of Assets. The Company or one of its Subsidiaries has good and valid title to or a valid leasehold interest in all of its material tangible assets, including all of the material tangible assets reflected on the Balance Sheet or acquired in the ordinary course of business consistent with past practice since the date of the Balance Sheet, except those sold or otherwise disposed of for fair value since the date of the Balance Sheet in the ordinary course of business consistent with past practice. None of the assets owned or leased by the Company or any of its Subsidiaries is subject to any Encumbrance, other than (i) liens for Taxes not yet due and payable and for which adequate reserves have been established in accordance with GAAP, (ii) mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ liens arising in the ordinary course of business of the Company or such Subsidiaries consistent with past practice, (iii) Encumbrances arising in the ordinary course of business by operation of law with respect to any liability that is not yet due and payable or that is being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, (iv) in the case of real property, any such matters properly filed of public record against the applicable real property that do not, individually or in the aggregate, materially impair the continued ownership, use and operation of the property to which they relate, (v) zoning, planning and other similar limitations and restrictions imposed by Governmental Entities to regulate any real property that are not violated by the use and operation of such real property, (vi) the rights of licensors and licensees under software licenses executed in the ordinary course of business, (vii) liens contained in the organizational documents of the Company or any of its Subsidiaries, (vii) liens affecting a landlord’s interest in property leased to the Company or any of its Subsidiaries so long as such liens do not breach and would not reasonably be expected to breach a customary covenant of quiet enjoyment (due to the existence of a non-disturbance agreement or other arrangement in which the tenant’s interest is recognized and protected) or (viii) Encumbrances arising or incurred in the ordinary course of business consistent with past practice none of which are reasonably likely to adversely interfere in any substantial way with the ownership, occupancy or use of the property encumbered ...
Title to and Condition of Assets. Seller has good and marketable title to (or, with respect to any Assets that are leased, a valid leasehold interest in) all of the Assets to be acquired by TJC at the Closing, free from any liens, adverse claims, security interest, rights of other parties or like encumbrances of any nature. The Assets consisting of physical property are in good condition and working order, normal wear and tear excepted, and function properly for their intended uses.
Title to and Condition of Assets. The Company has (i) good, valid and marketable title to all personal property relating to its operations, business or properties, which it purports to own, including, without limitation, Intellectual Property, as that term is defined in Section 4.11 hereto, and (ii) to the knowledge of the Company, good, valid and marketable leasehold estates to the leasehold premises described on Schedule 4.9. All such properties which the Company purports to own are held free and clear of all title defects and any liens, pledges, claims, charges, security interests or other encumbrances and are not, in the case of real property, subject to any rights of way, building or use restrictions, exceptions, variances, reservations or limitations of any nature whatsoever, except, with respect to all such properties, real and personal, (a) as set forth in Schedule 4.9, (b) liens for current taxes not yet due and assessments not in default and (c) other liens and encumbrances incidental to the conduct of its business or the ownership of its assets which were not incurred in connection with the borrowing of money or the obtaining of advances or credit and which do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business. There are no claims adverse or challenges to the title or ownership of any property which the Company purports to own. Except as disclosed on Schedule 4.9, all personal property and all buildings, structures and fixtures used by the Company in the conduct of its business are in good operating condition (subject to normal maintenance and repair) and the Company has not received any notice of any violation (which has not been cured) of any building, zoning or other law, ordinance or regulation in respect of such property or structures or its use thereof. Schedule 4.9 lists each lease (which term shall include subleases) of real property to which the Company is a party, true copies of which leases (including all amendments thereof and modifications thereto) have been delivered to the Parent prior to the date hereof. All such leases are valid and binding obligations of the Company and in full force and effect; there are no material defaults by the Company or, to the knowledge of the Company, the lessors thereunder; and no event has occurred which (whether with or without notice, lapse of time or both) would constitute a material default by the Company or, to the knowledge of the Company, t...
Title to and Condition of Assets. Except as disclosed in Schedule 3.11, Columbia and the Columbia Subsidiaries have good and marketable title to all material consolidated real and personal properties and assets reflected in the Columbia Balance Sheet or acquired subsequent to March 31, 2005, (other than property and assets disposed of in the Ordinary Course of Business), free and clear of all liens or encumbrances of any kind whatsoever; provided, however, that the representations and warranties contained in this sentence do not cover liens or encumbrances that: (i) are reflected in the Columbia Balance Sheet or in Schedule 3.11; (ii) represent liens of current taxes not yet due or which, if due, may be paid without penalty, or which are being contested in good faith by appropriate proceedings; and (iii) represent such imperfections of title, liens, encumbrances, zoning requirements and easements, if any, as are not substantial in character, amount or extent and do not materially detract from the value, or interfere with the present use, of the properties and assets subject thereto. The material structures and other improvements to real estate, furniture, fixtures and equipment reflected in the Columbia Balance Sheet or acquired subsequent to March 31, 2005: (A) are in good operating condition and repair (ordinary wear and tear excepted), and (B) comply in all material respects with all applicable laws, ordinances and regulations, including without limitation all building codes, zoning ordinances and other similar laws, except where any noncompliance would not materially detract from the value, or interfere with the present use, of such structures, improvements, furniture, fixtures and equipment. Columbia and the Columbia Subsidiaries own or have the right to use all real and personal properties and assets that are material to the conduct of their respective businesses as presently conducted.
Title to and Condition of Assets. (a) Each of the Company and its subsidiaries has good title to, or valid leasehold interests in, all its material properties and assets, except for minor defects in title, easements, restrictive covenants and similar encumbrances or impediments that, in the aggregate do not and will not materially interfere with its ability to conduct its business as currently conducted. Except as set forth in Schedule 4.26, all such assets and properties, other than assets and properties in which the Company or any of the subsidiaries has leasehold interests, are free and clear of all liens, pledges, security interests, charges, claims, rights of third parties and other encumbrances of any kind or nature ("Liens"), and except for minor Liens, that, in the aggregate, do not and will not materially interfere with the ability of the Company or any of its subsidiaries to conduct business as currently conducted or as reasonably expected to be conducted.
(b) Each of the Company and each of its subsidiaries has complied in all material respects with the terms of all leases to which it is a party and under which it is in occupancy, and all such leases are in full force and effect. Each of the Company and each of its subsidiaries enjoys peaceful and undisturbed possession under all such leases.
(c) Except as set forth in Schedule 4.26, to the knowledge of the Company, the buildings and premises of the Company and each of its subsidiaries that are used in its business are in adequate operating condition and in a state of adequate maintenance and repair, normal wear and tear excepted, are adequate for the purpose for which they are currently being used, and have access to adequate utility services necessary for the conduct of the business. All items of operating equipment of the Company and its subsidiaries are in adequate operating condition and in a state of reasonable maintenance and repair, ordinary wear and tear excepted.
Title to and Condition of Assets. Title to the Assets which are transferred to Buyer at the Closing shall be good and valid and those Assets once transferred to Buyer at the Closing shall free and clear of all Liens other than Permitted Liens. All tangible personal property included in the Assets is currently operational, as more specifically addressed in Section 6.11, complies in all respects with applicable legal requirements and is adequate and appropriate for the uses to which it is being put, except to the extent that the failure of any of the forgoing representations would not have a Material Adverse Effect. The Seller to the best of its Knowledge is not aware of the failure of any of the forgoing representations regardless of whether such failure would have or reasonably be expected to have a Material Adverse Effect. The Assets shall as of the Closing Date permit Buyer to operate the System in the same manner as operated by the Seller prior to the Closing Date.
Title to and Condition of Assets. Each of the Company and its subsidiaries has good and marketable title to, or, in the case of leased properties and assets, has good and valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in, or which are necessary to conduct, the business of the Company and its subsidiaries as conducted as of the date hereof, free and clear of all Liens, except for (a) Liens arising under the Company’s Amended and Restated Credit Agreement dated as of April 30, 2004 (as amended, the “Credit Facility”), (b) security interests granted to the Company’s bonding company, and (c) other Liens arising in the ordinary course of business none of which are with respect to obligations that are material in amount.
Title to and Condition of Assets. The Seller has good and indefeasible title to all of the Assets, free and clear of any Encumbrances (defined below). All of the Assets are in a state of good operating condition and repair, ordinary wear and tear excepted, and are free from any defects except as may be repaired by routine maintenance and such minor defects as to not substantially interfere with the continued use thereof in the conduct of normal operations. All of the Assets conform to all applicable laws governing their use. No notice of any violation of any law, statute, ordinance, or regulation relating to any of the Assets has been received by the Seller or Xxxxx, except such as have been disclosed in writing to Buyer and fully complied with. For purposes of this Agreement, the term "Encumbrances" means all liens, security interests, pledges, mortgages, deeds of trust, claims, rights of first refusal, options, charges, restrictions or conditions to transfer or assignment, liabilities, obligations, privileges, equities, easements, rights of way, limitations, reservations, restrictions, and other encumbrances of any kind or nature.
Title to and Condition of Assets. (a) Except as may be reflected in the Seller Financial Statements and with the exception of all "Real Property" (which is the subject of Section 2.08 hereof), Seller and the Seller Subsidiaries have, and at the Closing Date will have, good and marketable title to their owned properties and assets, including, without limitation, those reflected in the Seller Financial Statements (except those disposed of in the ordinary course of business since the date thereof), free and clear of any Lien, except for Liens for (i) taxes, assessments or other governmental charges not yet delinquent, (ii) as set forth or described in the Seller Financial Statements or any subsequent Seller Financial Statements delivered to Buyers prior to the Effective Time, and (iii) pledges to secure deposits and other Liens incurred in the ordinary course of business.
(b) No material properties or assets that are reflected as owned by Seller or any of the Seller Subsidiaries in the Seller Financial Statements as of September 30, 1997, have been sold, leased, transferred, assigned or otherwise disposed of since such date, except in the ordinary course of business.
(c) All furniture, fixtures, vehicles, machinery and equipment and computer software owned or used by Seller or the Seller Subsidiaries, including any such items leased as a lessee (taken as a whole as to each of the foregoing with no single item deemed to be of material importance) are in good working order and free of known defects, subject only to normal wear and tear. The operation by Seller or the Seller Subsidiaries of such properties and assets is in compliance in all material respects with all applicable laws, ordinances and rules and regulations of any governmental authority having jurisdiction over such use.
Title to and Condition of Assets. (a) Seller holds and will convey to the Buyer good, insurable and marketable title to the Assets, free and clear of all mortgages, liens and encumbrances, other than those set forth on Schedule 2.07 attached hereto, which such mortgages, liens, and encumbrances shall be satisfied in full on or before the Closing Date, other than liens on equipment pursuant to any Lease or Contract to be assumed by Buyer hereunder. At Closing, Seller will also convey to the Buyer all equipment warranties and all other documentation in the possession of Seller with respect to the Assets.
(b) All of the tangible Assets currently used in the operation of the Center are in good operating condition and working order, ordinary wear and tear excepted.
