Title to Properties; Leases. Except as indicated on Schedule 7.3 hereto, the Borrower and its Subsidiaries own all of the assets reflected in the consolidated balance sheet of the Borrower and its Subsidiaries as at the Balance Sheet Date or acquired since that date (except property and assets sold or otherwise disposed of in the ordinary course of business since that date), subject to no rights of others, including any mortgages, leases, conditional sales agreements, title retention agreements, liens or other encumbrances except Permitted Liens.
Title to Properties; Leases. The Borrowers own all of the assets reflected in the consolidated balance sheets as at the Balance Sheet Date or acquired since that date (except property and assets sold or otherwise disposed of in the ordinary course of business since that date), subject to no mortgages, capitalized leases, conditional sales agreements, title retention agreements, liens or other encumbrances except Permitted Liens.
Title to Properties; Leases. (a) Each of the Company and its Subsidiaries has good legal and insurable title, with respect to all real property owned or leased (in fee simple if owned and leasehold if leased) and marketable title if owned (in fee simple), if any, reflected as an asset on the most recent balance sheet forming part of the Financial Statements, or held by the Company or any of its Subsidiaries for use in its business if not so reflected, and good indefeasible and merchantable title to all other assets, tangible and intangible (excluding leased property), reflected on such balance sheet, or held by the Company or any of its Subsidiaries for use in its business if not so reflected, or purported to have been acquired by the Company or any of its Subsidiaries since such date, except inventory sold or depleted, or property, plant and other equipment used up or retired, since such date, in each case in the ordinary course of business consistent with past practice of the Company and its Subsidiaries, free and clear of all Liens, except such as are reflected in the most recent balance sheet, or the notes thereto, forming part of the Financial Statements or set forth in Section 3.5(a) of the Disclosure Schedule. Except for financing statements evidencing Liens referred to in the preceding sentence (a true, correct and complete list and description of which is set forth in Section 3.5(a) of the Disclosure Schedule), to the Company's knowledge, no financing statements under the Uniform Commercial Code and no other filing which names the Company or any of its Subsidiaries as debtor or which covers or purports to cover any of the property of the Company or any of its Subsidiaries is on file in any state or other jurisdiction, and neither the Company nor any Subsidiary has signed or agreed to sign any such financing statement or filing or any agreement authorizing any secured party thereunder to file any such financing statement or filing. Each Lease or other occupancy or other agreement under which the Company or any of its Subsidiaries holds real or personal property has been duly authorized, executed and delivered by the Company or Subsidiary, as the case may be, and, to the Company's knowledge, by each of the parties thereto. Each such Lease is a legal, valid and binding obligation of the Company or a Subsidiary, as the case may be, and, to the Company's knowledge, of each other party thereto, enforceable in accordance with its terms. Each of the Company and its Subsidiaries has a...
Title to Properties; Leases. The Borrower and its Subsidiaries own all of the assets reflected in the consolidated balance sheet as at the Interim Balance Sheet Date or acquired since that date (except property and assets operated under capital leases or sold or otherwise disposed of in the ordinary course of business since that date), subject to no mortgages, Capitalized Leases, conditional sales agreements, title retention agreements, liens or other encumbrances except Permitted Liens.
Title to Properties; Leases. (a) Section 3.5(a) of the Meridian Disclosure Schedule contains a true, accurate and complete list of all real property owned or leased by Meridian that is part of the Meridian Assets. Subject to any exceptions set forth with reasonable specificity on Section 3.5(a) of the Meridian Disclosure Schedule, Meridian has good and marketable title to all real property (other than leasehold Real Property and Insured Real Property) and good and merchantable title to all other assets (other than real property), tangible and intangible, constituting a part of the Meridian Assets, in each case free and clear of all Liens, except (i) Permitted Liens, (ii) Liens set forth on Section 3.5(a) of the Meridian Disclosure Schedule and (iii) Approved Title Conditions. Except for financing statements evidencing Liens referred to in the preceding sentence (a true, accurate and complete list and description of which is set forth in Section 3.5(a) of the Meridian Disclosure Schedule), no financing statements under the Uniform Commercial Code and no other filing which names Meridian as debtor or which covers or purports to cover any of the Meridian Assets is on file in any state or other jurisdiction, and Meridian has not signed or agreed to sign any such financing statement or filing or any agreement authorizing any secured party thereunder to file any such financing statement or filing. Except as otherwise set forth in Schedule 3.5(a) of the Meridian Disclosure Schedule, each Lease or other occupancy or other agreement under which Meridian holds real or personal property constituting a part of the Meridian Assets has been duly authorized, executed and delivered by Meridian and, to Meridian's knowledge, each of the other parties thereto, and is a legal, valid and binding obligation of Meridian, and, to Meridian's knowledge, each of the other parties thereto, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and obligations of debtors generally and by general principles of equity. Except as otherwise set forth in Section 3.5(a) of the Meridian Disclosure Schedule, Meridian has, to Meridian's knowledge, a valid leasehold interest in and enjoys peaceful and undisturbed possession under all Leases pursuant to which it holds any such real property or tangible personal property. Except as otherwise set forth in Section 3.5(a) of the Meridian Disclosu...
Title to Properties; Leases. The Borrower, MCRC and their respective Subsidiaries that own Real Estate each has good title to all of its respective Real Estate purported to be owned by it, including, without limitation, that:
(a) As of the Closing Date (with respect to Unencumbered Properties designated as such on the Closing Date) or the date of designation as an Unencumbered Property (with respect to Unencumbered Properties acquired and/or designated as such after the Closing Date), and in each case to its knowledge thereafter, (i) the Borrower or a Property Owning Subsidiary holds good and clear record and marketable fee simple or leasehold title to the Unencumbered Properties, subject to no rights of others, including any mortgages, conditional sales agreements, title retention agreements, liens or encumbrances, except for Permitted Liens and, in the case of any ground-leased Unencumbered Property, the terms of such ground lease (which shall be an Eligible Ground Lease), as the same may then or thereafter be amended from time to time in a manner consistent with the requirements for an Eligible Ground Lease and (ii) the Unencumbered Properties satisfy the requirements for an Unencumbered Property set forth in the definition thereof. Schedule 6.3(a) sets forth a list of all Unencumbered Properties as of the Closing Date.
(b) The Borrower, MCRC and each of their Subsidiaries will, as of the Closing Date, own all of the assets as reflected in the financial statements of the Borrower and MCRC described in §6.4 or acquired in fee title (or, if Real Estate, leasehold title under an Eligible Ground Lease) since the date of such financial statements (except property and assets sold or otherwise disposed of in the ordinary course of business since that date).
(c) As of the Closing Date, each of the direct or indirect interests of MCRC, the Borrower or MCRC’s other Subsidiaries in any Partially-Owned Entity that owns Real Estate is set forth on Schedule 6.3(c) hereto, including the type of entity in which the interest is held, the percentage interest owned by MCRC, the Borrower or such Subsidiary in such entity, the capacity in which MCRC, the Borrower or such Subsidiary holds the interest, and MCRC’s, the Borrower’s or such Subsidiary’s ownership interest therein. Schedule 6.3
Title to Properties; Leases. (a) Section 3.5(a) of the OPM Disclosure Schedule contains a true, accurate and complete description of all real property owned by OPM that is part of the OPM Assets. OPM has, to the Stockholders' knowledge, good indefeasible, marketable and insurable title to all real property (other than leasehold real property) and good indefeasible and merchantable title to all other assets (other than real property), tangible and intangible, constituting a part of the OPM Assets; all of such real property and other assets is so owned, in each case, free and clear of all Liens, except (i) Permitted Liens, (ii) Liens set forth on Section 3.5(a) of the OPM Disclosure Schedule and (iii) Approved Title Conditions. Except for financing statements evidencing Liens referred to in the preceding sentence (a true, accurate and complete list and description of which is set forth in Section 3.5(a) of the OPM Disclosure Schedule), no financing statements under the Uniform Commercial Code and no other filing which names OPM as debtor or which covers or purports to cover any of the OPM Assets is on file in any state or other jurisdiction, and OPM has not signed or agreed to sign any such financing statement or filing or any agreement authorizing any secured party thereunder to file any such financing statement or filing. Except as disclosed in Section 3.5(a) of the OPM Disclosure Schedule, all improvements on the real property owned or leased by OPM are, to the Stockholders' knowledge, in compliance with applicable zoning, wetlands and land use laws, ordinances and regulations and applicable title covenants, conditions, restrictions and reservations in all respects necessary to conduct the operations as presently conducted, except for any instances of non-compliance which do not and will not in the aggregate have a material adverse effect on the owner or lessee, as the case may be, of such real property. Except as disclosed in Section 3.5(a) of the OPM Disclosure Statement, all such improvements comply in all material aspects with all Applicable Laws, Governmental Authorizations and Private Authorizations. Except as disclosed in Section 3.5(a) of the OPM Disclosure Statement, all of the transmitting towers, ground radials, guy anchors, transmitting buildings and related improvements located on the real property owned or leased by OPM are located entirely on such real property. There is no pending and, to Stockholders' knowledge, threatened or contemplated action to take by eminent do...
Title to Properties; Leases. The Buyer has good and marketable title to, or in the case of leased property and assets, valid leasehold interests in, all of its tangible personal properties and assets used or held for use in the conduct of its business, and such properties and assets are free and clear of any liens.
Title to Properties; Leases. Except as indicated on Schedule 7.3 hereto, the Borrowers and their Subsidiaries own all of the assets reflected in the consolidated balance sheet of the Borrowers and their Subsidiaries as at the Balance Sheet Date or acquired since that date (except property and assets sold or otherwise disposed of in the ordinary course of business since that date), subject to no Liens or other rights of others, except Permitted Liens.
Title to Properties; Leases. Other than as noted on the audited consolidated financial statements of the Borrower and its Subsidiaries as at the Balance Sheet Date, the Borrower and its Subsidiaries own all of the assets reflected in the consolidated balance sheet of the Borrower and its Subsidiaries as at the Balance Sheet Date or acquired since that date (except property and assets sold or otherwise disposed of in the ordinary course of business since that date and except for defects of title to certain real property which do not materially impair the value or usefulness thereof), subject to no rights of others, including any mortgages, leases, conditional sales agreements, title retention agreements, liens or other encumbrances, except for liens which do not in the aggregate have a material adverse effect on the assets, financial condition or business of the Borrower and its Subsidiaries, taken as a whole. The Borrower and its Subsidiaries enjoy peaceful and undisturbed possession under all leases under which they are operating, and all said leases are valid and subsisting and in full force and effect except to the extent that the failure to enjoy peaceful and undisturbed possession of such lease or the failure of such lease to be valid, subsisting and in full force and effect does not have a material adverse effect on the assets, financial condition or business of the Borrower and its Subsidiaries, taken as a whole.
