Title to Assets; Encumbrances. Seller owns good and transferable title to all of the Assets free and clear of any Encumbrances. Seller warrants to Buyer that, at the time of Closing, all Assets shall be free and clear of all encumbrances.
Title to Assets; Encumbrances. (a) Seller has good and indefeasible title to the Assets reflected in the Financial Statements except those disposed of since the date of the Financial Statements in the ordinary course of business or otherwise disposed of in accordance with this Agreement. None of the Assets are subject to any Encumbrance except (i) Encumbrances described in Schedule 5.4(a) and (ii) Permitted Encumbrances. Upon consummation of the transactions contemplated by this Agreement and the Related Documents and receipt of all Consents listed on Schedule 5.3, Seller will have assigned, transferred and conveyed to Buyer good and transferable title to the Assets, free and clear of all Encumbrances except those Encumbrances referred to in clauses (i) and (ii) above.
(b) Attached as Schedule 5.4(b)(i) is a list of all real property owned by Seller or its Affiliates relating to the Business (the “Owned Real Property”). Attached as Schedule 5.4(b)(ii) is a list of all leases, licenses or other occupancy agreements (“Leases”) under which Seller (or its Affiliates) is a landlord, tenant, licensor, licensee or occupant relating to the Business (the “Leased Real Property”).
(c) Except as set forth in Schedule 5.4(c)(i), Seller owns or possesses all Easements (as set forth on Schedule 5.4(c)(ii)), which Easements are sufficient to conduct the Business as now being conducted without any known conflict with the rights of others, in each case except to the extent that the failure to own or possess such Easements would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect.
(d) Except in cases that individually or in the aggregate are not reasonably likely to have a Material Adverse Effect, (i) Seller enjoys peaceful and undisturbed possession under all material Leased Real Property, and (ii) all such Leases are valid and subsisting and in full force and effect.
(e) There are no pending or Threatened events of default or monetary defaults existing under any Leases or Easements, and all Easements are in full force and effect. There are no pending or Threatened (i) condemnation or similar proceedings relating to any Owned Real Property or Easements or (ii) proceedings to change any zoning classification affecting any Owned Real Property or Easements.
Title to Assets; Encumbrances. Seller owns good and transferable title to all of the Assets free and clear of any Encumbrances other than those described in Part 3.8. Seller warrants to Buyer that, at the time of Closing, all Assets are free and clear of all Encumbrances other than those identified on Part 3.8 as acceptable to Buyer (“Permitted Encumbrances”).
Title to Assets; Encumbrances. 3.8.1 PROVIDENCE and its subsidiaries own their respective assets, whether real, personal or intangible, free and clear of all Encumbrances, except (i) liens for current taxes and assessments not yet due or being contested in good faith by appropriate proceedings, (ii) mechanic's liens arising under the operation of law or for actions contested in good faith or for which payment arrangements have been made, (iii) liens granted or incurred by PROVIDENCE or any of its subsidiaries in the ordinary course of its business or in connection with the financing of office space, furniture and equipment in the ordinary course of its business, (iv) easements, covenants, restrictions and other exceptions to title of record which do not materially and adversely affect the operations of PROVIDENCE and its subsidiaries, (v) such Encumbrances as do not secure indebtedness in excess of $10,000, which in the aggregate (meaning as to PROVIDENCE and all of its subsidiaries) do not secure indebtedness in excess of $10,000, or (vi) Encumbrances reflected in the SEC Documents;
3.8.2 Except as set forth in the Form 10-KSB for the period ended December 31, 1999 ("Form 10-K"), there are no parties in possession of any of the assets of PROVIDENCE or its subsidiaries other than PROVIDENCE or such subsidiaries, other than personal property held by third parties in the reasonable and ordinary course of business. Except as set forth in the Form 10-K, PROVIDENCE and each of its subsidiaries enjoy full, free and exclusive use and quiet enjoyment of their respective assets and all rights pertaining thereto, and PROVIDENCE and its subsidiaries enjoy peaceful and undisturbed possession under all leases under which any of them is lessee.
Title to Assets; Encumbrances. (a) Seller owns good and marketable title to its respective estates in the Land, free and clear of any Encumbrances, other than:
(i) liens for Taxes for the current tax year which are not yet due and payable; and
(ii) those described in that certain Title Commitment delivered to Buyer ("Real Estate Encumbrances"). To the extent in Seller's possession, true and complete copies of (A) all deeds, existing title insurance policies and surveys of or pertaining to the Real Property and (B) all instruments, agreements and other documents evidencing, creating or constituting any Real Estate Encumbrances have been made available to Buyer. Seller warrants to Buyer that, at the time of Closing, the Land shall be free and clear of all Real Estate Encumbrances identified on Schedule B-2 to the Title Commitment. (Real Estate Encumbrances other than those identified on Exhibit 3.7(A), the "Permitted Real Estate Encumbrances") Seller owns good and transferable title to all of the other Assets free and clear of any Encumbrances other than those described in Exhibit 3.7(B) ("Non-Real Estate Encumbrances"). Seller warrants to Buyer that, at the time of Closing, all Assets other than the Real Property shall be free and clear of Non-Real Estate Encumbrances other than those marked on Exhibit 3.7 with three asterisks to the left of such item (those so marked, the "Permitted Non-Real Estate Encumbrances" and, together with the Permitted Real Estate Encumbrances "Permitted Encumbrances"). Seller makes no representations in this Section 3.7 regarding title to or the sufficiency of Appurtenances to the Real Property.
Title to Assets; Encumbrances. Seller owns good and transferable title to all the Assets free and clear of any Encumbrances other than (a) those described in Part 3.8, (b) those for Taxes not yet due and payable, (c) statutory Encumbrances of landlords with respect to Real Property Leases, (d) Encumbrances of carriers, warehousemen, mechanics, materialmen and repairmen incurred in the Ordinary Course of Business and not yet delinquent, and (e) in the case of Real Property Leases, in addition to items (b) and (c), zoning, building, or other restrictions, variances, covenants, rights of way, encumbrances, easements and other minor irregularities in title, none of which, individually or in the aggregate, interfere in any material respect with the present use of or occupancy of the affected parcel by Seller (collectively, “Permitted Encumbrances”).
Title to Assets; Encumbrances. (a) Seller owns good and marketable title to its respective estates in the real property described in Schedules 3.7 and 3.8, free and clear of any Encumbrances, other than:
(i) liens for Taxes for the current tax year which are not yet due and payable; and
(ii) those described in Schedule 3.9(a) (“Real Estate Encumbrances”). Seller warrants to Buyer that, at the time of Closing, the real estate shall be free and clear of all Real Estate Encumbrances other than those identified on Schedule 3.9(a) as acceptable to Buyer (“Permitted Real Estate Encumbrances”).
(b) Seller owns good and transferable title to all of the other Assets free and clear of any Encumbrances other than those described in Schedule 3.9(b) (“Non-Real Estate Encumbrances”). Seller warrants to Buyer that, at the time of Closing, all other Assets shall be free and clear of all Non-Real Estate Encumbrances other than those identified on Schedule 3.9(b) as acceptable to Buyer (“Permitted Non-Real Estate Encumbrances” and, together with the Permitted Real Estate Encumbrances, “Permitted Encumbrances”).
Title to Assets; Encumbrances. Seller owns, and will transfer, upon consummation of the Contemplated Transactions, good and transferable title to all of the Assets free and clear of any Encumbrances.
Title to Assets; Encumbrances. 2.11.1 Except as shall be set forth in Section 2.11 of the Disclosure Schedule, UAC owns its material assets, whether real, personal or intangible, free and clear of all Encumbrances, except for (i) liens for current taxes and assessments not yet due, or being contested in good faith by appropriate proceedings, (ii) mechanic's liens arising under the operation of law or for actions contested in good faith or for which payment arrangements have been made, (iii) liens granted or incurred by UAC in the ordinary course of its business or in connection with the financing of office space, furniture and equipment in the ordinary course of its business, (iv) easements, covenants, restrictions and other exception to title of record (which do not materially and adversely affect the operation of UAC), (v) Encumbrances otherwise described in Section 2.11 of the Disclosure Schedule, or (vi) Encumbrances reflected on the balance sheet at December 31, 1998 of UAC;
2.11.2 Except as shall be set forth on Section 2.11 of the Disclosure Schedule, there are no parties in possession of any of the material assets of UAC other than UAC, other than personal property held by third parties in the reasonable and ordinary course of business. Subject to the Encumbrances set forth in Section 2.11 of the Disclosure Schedule or described in Section 2.11.1, UAC enjoys full, free and exclusive use and quiet enjoyment of its material assets and its rights pertaining thereto. Subject to the Encumbrances set forth in Section 2.11 of the Disclosure Schedule or described in Section 2.11.1, UAC enjoys peaceful and undisturbed possession under all leases under which it is lessee.
Title to Assets; Encumbrances. Except for property having an aggregate book value not in excess of $100,000 sold since the Balance Sheet Date in the ordinary course of business and consistent with past practice and except for inventory sold in the ordinary course of business, Seller and each Business Subsidiary has good, valid and marketable title to all the Assets that each of them purports to own (tangible and intangible) free and clear of all Encumbrances, including all the properties and assets reflected in the June 30, 2000 Balance Sheet, and all such material properties and assets purchased by Seller for the use and benefit of the Business or by any Business Subsidiary since the date of the June 30, 2000 Balance Sheet, which subsequently acquired personal properties and assets (other than inventory and short term investments) are listed in Section 4.12 of the Disclosure Schedule. The rights, properties and other assets to be conveyed to Purchaser pursuant hereto include all rights, properties and other assets used by Seller to conduct the Business or necessary to permit Purchaser to conduct the Business after the Closing in all material respects in the same manner as such business has been conducted by Seller prior to the date hereof.
