Title to Property; Encumbrances. (a) The Company does not own any real property or any Structures.
Title to Property; Encumbrances. (a) The Company has, and immediately prior to the Closing will have, good, valid and marketable title in fee simple to all Real Property and all personal property reflected on the Balance Sheet as owned by the Company and all Real Property and personal property acquired by the Company since the Balance Sheet Date, in each case free and clear of all Liens except (i) as set forth on Schedule 4.5(a), (ii) for sales and other dispositions of inventory in the Ordinary Course since the Balance Sheet Date which, in the aggregate, have not been materially different from prior periods, and (iii) Permitted Liens.
Title to Property; Encumbrances. (a) The Company has good and marketable title to all of its properties and assets free and clear of any payment obligation to any third party or any other lien or encumbrance .
Title to Property; Encumbrances. Either VSI or Seller has good, valid and, in the case of real properties, marketable title to all the properties and assets shown on the Financial Statements or thereafter acquired, including the Assets (except for (i) inventory subsequently sold or otherwise disposed of for fair value in the ordinary course of business consistent with past practice, (ii) accounts receivable subsequently collected in the ordinary course of business consistent with past practice and (iii) immaterial amounts of inventory, machinery and equipment that have been determined to be obsolete or otherwise not necessary and have been disposed of in the ordinary course of business consistent with past practice), in each case free and clear of all Encumbrances except for any Encumbrance reflected in Schedule 2.14 hereof. All buildings, structures, improvements and fixtures owned, leased or used by VSI or Seller in the conduct of their respective businesses conform in all material respects to all applicable codes, and rules adopted by any applicable Governmental Body or national and local associations and boards of insurance underwriters; and all such buildings, structures, improvements and fixtures are in good operating condition and repair, normal "wear and tear" excepted.
Title to Property; Encumbrances. (a) The Company has, and immediately prior to the Closing will have, good, and marketable title in all personal property reflected on the Balance Sheets as owned by the Company and personal property acquired by the Company since the Balance Sheet Date (except properties, interests in properties and assets sold or otherwise disposed of since the Balance Sheet Date in the Ordinary Course), in each case free and clear of all Liens except (i) Liens disclosed in the Notes to such financial statements, (ii) as set forth on Schedule 3.05(a) and (iii) Permitted Liens.
Title to Property; Encumbrances. Section 3.7 of the Buyer Disclosure Schedule contains a complete and accurate list of all real property, leaseholds or other interests therein owned by Buyer or any Buyer Subsidiary. Buyer has delivered or made available to Seller copies of the deeds and other instruments (as recorded) by which Buyer acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of Buyer and relating to such property or interests. Buyer does not own any real property.
Title to Property; Encumbrances. (a) Seller has, and immediately prior to the Closing Date will have, good, merchantable and valid title to all the Business Assets (except for the Properties) and good, marketable and valid leasehold title to the Property Leases, in each case, free and clear of all Liens other than Permitted Liens. Schedule 3.5(a) hereto lists all third parties whose consents to assignments of --------------- Intangible Assets constituting Business Assets is or may be required in order to perfect such assignments.
Title to Property; Encumbrances. (a) The Company has, and immediately prior to the Closing will have, good, valid and marketable title in fee simple to all Real Property and all personal property reflected on the Balance Sheet as owned by the Company and all Real Property and personal property acquired by the Company since the Balance Sheet Date, in each case free and clear of all Liens except (i) as set forth on Schedule 4.5(a), (ii) for sales and other dispositions of inventory in the Ordinary Course since the Balance Sheet Date which, in the aggregate, have not been materially
Title to Property; Encumbrances. The Company has good and valid title to, or enforceable leasehold interests in or valid rights under contract to use, all the properties and assets owned or used by it (real, personal, tangible and intangible), including, without limitation (a) all the properties and assets reflected in the Company Balance Sheet, and (b) all the properties and assets purchased or otherwise contracted for by the Company since the Company Balance Sheet Date (except for properties and assets reflected in the Company Balance Sheet or acquired or otherwise contracted for since the Company Balance Sheet Date that have been sold or otherwise disposed of in the ordinary course of business), in each case free and clear of all Liens, except for Liens set forth on the Company Letter. The property, plant and equipment of the Company, whether owned or otherwise contracted for, is in a state of good maintenance and repair (ordinary wear and tear excepted) and is adequate and suitable for the purposes for which they are presently being used.
Title to Property; Encumbrances. (a) Seller has good and marketable title to all of its owned properties and assets, including all Assets identified in Schedule 3 to this Agreement, free and clear of any payment obligation to any third party or any other lien or encumbrance.
