Title of Properties Sample Clauses

Title of Properties. Absence of Liens and Encumbrances: Condition of -------------------------------------------------------------------- Equipment --------- (a) The Company does not own any real property, nor has it ever owned any real property. Section 3.13(a) of the Company Disclosure Schedule sets forth a list of all real property currently leased by the Company, the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental payment payable under any such lease. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) . (b) The Company has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except as reflected in the Company Current Balance Sheet and except for Liens for Taxes not yet due and payable and such imperfections of title and encumbrances, if any, which are not material in character, amount or extent, and which do not materially detract from the value, or interfere with the present use, of the property subject thereto or affected thereby. (c) Section 3.13(c) of the Company Disclosure Schedule lists all material items or classes of items of equipment (the "Equipment") owned or --------- leased by the Company and such Equipment is (i) adequate for the conduct of the business of the Company as currently conducted and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear. (d) The Company has sole and exclusive ownership, free and clear of any Liens, of all customer lists, customer contact information, customer correspondence and customer licensing and purchasing histories relating to the Company's current and former customers (the "Customer Information"). No person -------------------- other than the Company possesses any claims or rights with respect to use of the Customer Information.

Title of Properties. Absence of Liens and Encumbrances; Condition of Equipment. (a) Section 2.12(a) of the Disclosure Schedule sets forth a list of all real property currently owned or leased by IC Global and, in the case of leased property, the name of the lessor, the date of the lease, the termination date of the lease, if any, and each amendment thereto and the aggregate annual rental and/or other fees payable under any such lease. All such leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default). (b) IC Global has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal or mixed, used or held for use in its business, free and clear of any Liens, except as reflected in the Financial Statements and except for liens for Taxes not yet due and payable and such imperfections of title and encumbrances, if any, which are not material in character, amount or extent, and which do not materially detract from the value, or materially interfere with the present use, of the property subject thereto or affected thereby. (c) The equipment and other tangible personal property owned or leased by IC Global (i) is adequate for the conduct of its business as currently conducted, (ii) is in good operating condition, subject to normal wear and tear, and (iii) has been reasonably maintained. (d) The assets owned or leased by IC Global, or which it otherwise has the right to use, constitute all of the properties and assets, tangible or intangible, held for use or used in connection with the business of IC Global and are adequate to conduct such business as currently conducted or as proposed to be conducted.

Title of Properties. The Company has good, marketable and insurable title to all the material properties and assets it owns or purports to own in the operation of its business. The Company has good, marketable and insurable leasehold interests in or other rights to use all the material properties and assets it uses or purports to use in the operation of its business. None of such properties and assets is subject to any mortgage, pledge, lien, charge, security interest, encumbrance, restriction, lease, license, easement, liability or adverse claim of any nature whatsoever except as listed on Schedule 5(g)(iii). All the properties and assets which are in use by the Company are in good operating condition and repair, are suitable for the purposes used, are adequate and sufficient for their current operations. 8 (n) Schedules. Attached hereto are disclosure schedules to this Credit Agreement. Such disclosure schedules, listed below, are accurate and true as of the date hereof: (i) Schedule 5(n)(i). All real property owned by the Company or in which the Company has a leasehold or other interest or which is used by the Company together with a description of each related lease, sublease, license, or other instrument. (ii) Schedule 5(n)(ii). All machinery, tools, equipment, motor vehicles, rolling stock, depreciable assets and other tangible personal property owned, leased or used by the Company, except for individual items having a book value of not more than $1,000 in the aggregate. (iii) Schedule 5(n)(iii). All material patents, patent applications patent licenses, trademarks, trademark registrations, and applications therefor, service marks, service names, trade names, copyrights and copyright registrations, and applications therefor, owned or held by the Company or used in the operation of its businesses. (iv) Schedule 5(n)(iv). All fire, theft, casualty, liability and other insurance policies insuring the Company. (v) Schedule 5(n)(v). All material sales agency or distributorship agreements or franchises or other material agreements providing for the services of an independent contractor to which the Company is a party. (vi) Schedule 5(n)(vi). All material contracts, agreements, commitments or licenses relating to patents, trademarks, trade names, copyrights, inventions, processes, know how, formula or trade secrets to which the Company is a party. (vii) Schedule 5(n)(vii). All loan agreements, indentures and mortgages; all pledges, conditional sale or title retention agreements...

Title of Properties. Absence of Liens and Encumbrances. (a) The ------------------------------------------------------- Company does not own any real property. (b) Disclosure Schedule Section 2.12(b) contains an accurate and complete list of all (i) easement rights held by the Company (collectively, the "EASEMENT RIGHTS") and (ii) real property leased or subleased by the Company (the "LEASED REAL PROPERTY" and, together with the Easement Rights, the "REAL PROPERTY"). All Easement Rights and leases and subleases of such Leased Real Property by the Company (x) are legal, valid and binding obligations of the Company and all other parties thereto, enforceable against the Company and such parties in accordance with their terms, except as the enforceability thereof may be limited by principles of public policy and subject to the laws of general application relating to bankruptcy, insolvency and the relief of debtors and to rules of law governing specific performance, injunctive relief or other equitable remedies, and are in full force and effect, and (y) originals or copies of which that were accurate and complete as of the date hereof have been provided to the Purchaser. The Company enjoys peaceful and undisturbed possession under all Easement Rights and leases and subleases of Leased Real Property, and, to the knowledge of the Selling Shareholder and the Company, all grantors under any Easement Right and all lessors under any lease or sublease of Leased Real Property (1) are not (with or without notice or the lapse of time, or both) in material breach or default thereunder, (2) have performed all obligations required to be performed by it thereunder, and (3) have not given written notice to the Selling Shareholder or the Company of their intent to terminate such Easement Right or lease or sublease of Leased Real Property. No interest of the Company in any such leasehold (or subleasehold) has been assigned, transferred, conveyed, mortgaged, deeded in trust or Encumbered. No condemnation Action is pending or, to the knowledge of either the Selling Shareholder or the Company, is threatened which would preclude or impair the use of any Real Property by the Company. Following consummation of the transactions contemplated hereby and by the Related Agreements, all Easement Rights and leases and subleases of such Leased Real Property will remain in full force effect on identical terms and will continue as valid and binding obligations of the Company and all other parties thereto, enforcea...

Title of Properties. 11 3.8 Condition and Sufficiency of Assets............................................................11 3.9

Title of Properties. (A) The Company does not own any real property. Except as disclosed on Schedule 4(a)(xii), the Company has good, marketable and insurable title to all properties and assets, real and personal, tangible and intangible, as reflected in the Financial Statements or acquired subsequent to December 31, 2010 (other than those which have been disposed of in the ordinary course of business prior to the Closing Date). (B) The Company does not have any leases or other agreements requiring aggregate payments by the Company in excess of $15,000. (C) The Sellers are not aware of, nor has he received notice of, the violation of any applicable zoning regulation, ordinance or other law, order, regulation or requirement in force on the date hereof relating to the Company’s business or its owned or leased real or personal properties,

Title of Properties. Absence of Liens and Encumbrances; Condition of Equipment. (a) VEO does not own any real property, nor has it ever owned any real property.

Title of Properties. Absence of Liens and Encumbrances; Condition of Equipment. (a) Each of the Operational Companies has good, valid and marketable title to the respective Operational Projects recorded opposite their respective names in the Property Schedule, free and clear of all objection, adverse possession, Liens and other encumbrances other than Permitted Liens, and each of the Acquired Companies has good, valid and marketable title to all other Purchased Assets, free and clear of all objection, adverse possession, Liens and other encumbrances other than Permitted Liens. The Property Schedule and the plans attached thereto accurately specify the nature, terms and conditions of the ownership rights (freehold or leasehold) held by the relevant Operational Company. (b) Each of the Acquired Companies has good, exclusive and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, the relevant respective Purchased Assets owned by it as specified in the Property Schedule, free and clear of any Liens, save for Permitted Liens. The Purchased Assets are not subject to expropriation or seizure as at the Closing Date. (c) Each material item of equipment owned or leased by the Acquired Companies and included in the Purchased Assets is (i) adequate for the conduct of the Businesses as currently conducted, and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear. Each material item of equipment (including computers and softwares) owned by PCMP is: (a) adequate for the conduct of its Businesses as currently conducted; and (b) in good operating condition, regularly and properly maintained, subject to normal wear and tear. (d) Each of the Operational Companies and PCMP, own, free and clear of any Liens, all tenant lists, customer contact information, customer correspondence and customer lease histories relating to their respective Operational Projects. Other than PCMP and the relevant Operational Companies and the relevant tenants to which such information relates, no person possesses any claims or rights with respect to use of the information. (e) The termination or the non-renewal of the one-year lease agreement entered into between Sadyba Center SA as lessee and the Municipality of Warsaw as lessor, with respect to the use by Sadyba Center SA of a parcel of 370 square meters adjacent to the Sadyba Project Property will not disrupt the continued operation of the Sadyba Operational Project, or the righ...

Title of Properties. Except as set forth in Schedule 3.4, and except for the lien for any current taxes or assessments not yet delinquent, AmeriCom owns free and clear of any liens, claims, charges, options, or encumbrances all the property reflected on its books at the AmeriCom Current Balance Sheet dated March 31, 1999 ("AmeriCom Balance Sheet Date") and all property acquired since that date, except such property as has been disposed of in the ordinary course of business consistent with prior practices of AmeriCom or with Telespace's written consent. For purposes of this Section 3.4, a disposition of any single asset (other than inventories) carried on the books of AmeriCom at more than $10,000 will be considered to be a disposition not in the ordinary course of business.