Title and Related Matters Sample Clauses

Title and Related Matters. 12 2.17 Litigation...............................................................12 2.18

Title and Related Matters. (a) Seller has good, valid and marketable title to the Acquired Assets free and clear of all Encumbrances other than the Permitted Encumbrances and those Encumbrances that are to be released at or prior to Closing. Except as set forth in Schedule 5.8(a), Seller has not leased or otherwise granted to any Person the right to use or occupy the Owned Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property. (b) Except for any Excluded Assets and for any assets being transferred by Seller pursuant to the Sister Purchase Agreement (for which Buyer may elect or need to acquire joint use arrangements with the buyer thereunder), (i) the Owned Real Property and the Transferred Easements represent all of the material real property interests used or held for use by Seller in connection with the Transferred Business and necessary to conduct the Transferred Business in all material respects as conducted on the date of this Agreement and, except to the extent permitted by Section 7.1, as of the Effective Time, and (ii) the Acquired Assets include the material property, plant and equipment used by Seller in the VA Distribution Business in the Transferred Territory (other than as expressly contemplated hereby). (c) Except as set forth on Schedule 5.8(c), Seller has not received written notice from any Person within three years prior to the date of this Agreement asserting that Seller does not have the right, as a result of title defects or title failures, to use or occupy any portion of the Owned Real Property or lands covered by the Transferred Easements, other than those notices that would not individually, or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) The buildings on the Owned Real Property are in good operating condition relative to their age and use and have been maintained in accordance with Good Utility Practices. The Tangible Personal Property, Inventories and Distribution Facilities are in good operating condition relative to their age and use and have been maintained in accordance with Good Utility Practices. (e) No condemnation or eminent domain proceeding against any part of the Owned Real Property or the Transferred Easements is pending or, to the Knowledge of Seller, threatened, other than such proceedings that would not individually, or in the aggregate, reasonably be expected to have a Material Adverse Effect. (f) To the Knowledge of Selle...

Title and Related Matters. (a) Sterling, Sterling Bank and the Sterling Subsidiaries have good title, and as to owned real property have marketable title in fee simple absolute, to all assets and properties, real or personal, tangible or intangible, reflected as owned on the Financial Statements of Sterling or the Financial Regulatory Reports of Sterling Bank or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, collected or written off in the ordinary course of business since September 30, 2009), free and clear of all liens, encumbrances, mortgages, security interests, restrictions, pledges or claims, except for (i) those liens, encumbrances, mortgages, security interests, restrictions, pledges or claims reflected in the Financial Statements of Sterling and the Financial Regulatory Reports of Sterling Bank or incurred in the ordinary course of business after September 30, 2009, (ii) statutory liens for amounts not yet delinquent or that are being contested in good faith, and (iii) liens, encumbrances, mortgages, security interests, pledges, claims and title imperfections that are not in the aggregate material to Sterling and its subsidiaries on a consolidated basis. (b) All agreements pursuant to which Sterling, Sterling Bank or any Sterling Subsidiary leases, subleases or licenses material real or material personal properties from others are valid, binding and enforceable in accordance with their respective terms, and there is not, under any of such leases or licenses, any existing default or event of default, or any event that with notice or lapse of time, or both, would constitute a default or force majeure, or provide the basis for any other claim of excusable delay or nonperformance, except for defaults that individually or in the aggregate would not have a Material Adverse Effect on Sterling and its subsidiaries on a consolidated basis. Sterling, Sterling Bank and the Sterling Subsidiaries have all right, title and interest as a lessee under the terms of each lease or sublease, free and clear of all liens, claims or encumbrances (other than the rights of the lessor), and as of the Effective Time of the Merger, and, except as set forth in Sterling Schedule 3.13(b), Roma or one of its subsidiaries shall have the right to assume each lease or sublease pursuant to this Agreement and by operation of law. (c) All of the buildings, structures and fixtures owned, leased or subleased by Sterling, Sterling Bank or any...

Title and Related Matters. (a) Owned Property. Set forth in Schedule 2.14(a) is a description of -------------- all real and personal property owned by the Company. The Company has valid and marketable title to all such property, free and clear of all Liens, except Permitted Liens and those liens shown on Schedule 2.14(a) hereto. All properties used in the Company's business operations as of December 31, 1995 are reflected in the Financial Statements in accordance with and to the extent required by GAAP and, as of the date hereof, are fully set forth on Schedule 2.14(a) hereto. The Porters have delivered, with respect to any real property owned by the Company, true and complete copies of all deeds, title policies, environmental assessments, surveys and other title documents relating to such real property. Further, the Company has valid, good and marketable title to each of its investments set forth on Schedule 2.4 hereto, free and clear of all Liens, except as set forth on Schedule 2.14(a) hereto. (b) Leased Property. Set forth in Schedule 2.14(b) is a description --------------- of all real and personal property leased or used by the Company. Except as otherwise set forth in Schedule 2.14(b), the Company's leases are in full force and effect and are valid and enforceable in accordance with their respective terms. There exists no event of default or event which constitutes or would constitute (with notice or lapse of time or both) a default by the Company or any other Person under any such lease, and neither the Porters nor the Company have received notice of such default or event. All rent and other amounts due and payable with respect to each of the Company's leases have been paid through the date of this Agreement. Except as set forth in Schedule 2.14(b), neither the Porters nor the Company have received notice that the landlord with respect to any real property or personal property lease would refuse to renew such lease upon expiration of the period thereof upon substantially the same terms, except for rent increases consistent with past experience or market rentals. The Porters have delivered, with respect to any leased real or personal property, true and complete copies of all such leases.

Title and Related Matters. Except as provided herein or disclosed in the most recent HouseRaising balance sheet and the notes thereto, HouseRaising has good and marketable title to all of its properties, inventory, interests in properties, technology, whether patented or unpatented, and assets, all of which are described in Schedule 3.08 and are reflected in the most recent HouseRaising balance sheet or acquired after that date (except properties, interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all mortgages, liens, pledges, charges, or encumbrances, except (i) statutory liens, mortgages, loans or claims not yet delinquent; and (ii) such imperfections of title and easements as do not, and will not, materially detract from, or interfere with, the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties. To the best knowledge of HouseRaising, its technology does not infringe on the copyright, patent, trade secret, know-how, or other proprietary right of any other person or entity and comprises all such rights necessary to permit the operation of the business of HouseRaising as now being conducted or as contemplated.

Title and Related Matters. The Company has good and marketable title to all of its properties, inventory, interest in properties, and assets, real and personal, which are reflected in the most recent Company balance sheet or acquired after that date (except properties, inventory, interest in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the Company Schedules or ▇▇▇▇▇ filings. Except as set forth in the Company Schedules or ▇▇▇▇▇ filings, the Company owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with the Company's business. Except as set forth in the Company Schedules or ▇▇▇▇▇ filings, no third party has any right to, and the Company has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, proprietary techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of the Company or any material portion of its properties, assets, or rights.

Title and Related Matters. InvestCo has good and marketable title to all of its properties, interest in properties, and assets, real and personal, (except properties, interest in properties, and assets sold or otherwise disposed of in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except.

Title and Related Matters. The Company has good and marketable title to all of its properties, interest in properties, and assets, real and personal, which are reflected in the Company Reports or acquired after that date (except properties, interest in properties, and assets sold or otherwise disposed of since such date in the Ordinary Course of Business), free and clear of all liens, pledges, charges, or encumbrances except: (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the Company Reports.

Title and Related Matters. CORP has good and marketable title to all of the assets free and clear of all liens, pledges, charges, or encumbrances. CORP owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with CORP and CORP has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of CORP or any material portion of its properties, assets, or rights.