Common use of Title to and Condition of Property Clause in Contracts

Title to and Condition of Property. Except as set forth in the Company SEC Documents or Section 3.19 of the Disclosure Schedule, the Company and each of the Subsidiaries have good title to all of their owned properties and assets, free and clear of all liens, charges and encumbrances, except liens for taxes not yet due and payable and such liens or other imperfections of title, if any, as do not materially detract from the value of or interfere with the present use of the property affected thereby in accordance with industry standards or which could not reasonably be expected to have a material adverse effect on the Company; and all leases pursuant to which the Company or any of the Subsidiaries lease from others material amounts of real or personal property are in good standing, 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 by the Company or the Subsidiaries or to the Knowledge of the Company any other party thereto (or event which with notice or lapse of time, or both, would constitute a default), except where the lack of such good standing, validity and effectiveness or the existence of such default or event of default could not reasonably be expected to have a material adverse effect on the Company. Except as set forth in Section 3.19 of the Disclosure Schedule, since October 1, 1999, there has been no material adverse change in any of such material tangible personal property, whether owned or leased. None of the Company or the Subsidiaries has granted any option or other right to acquire any portion of its material owned properties or assets, except as set forth in Section 3.19 of the Disclosure Schedule.

Appears in 2 contracts

Sources: Merger Agreement (Railamerica Inc /De), Merger Agreement (Railtex Inc)