Title to Properties; Encumbrances Clause Samples

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired Company. [Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests.] The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies], including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ss), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or ass...

Title to Properties; Encumbrances. Schedule 3.6 of the Disclosure Schedule contains a complete and accurate list of all personal property, real property, leaseholds, or other real property interests therein owned by the Company. The Company has delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Seller or the Company and relating to such property or interests. The Company owns, leases or has the right to use (with good and marketable title in the case of real property) all of the properties and assets listed on Schedule 3.6, located in the Facilities owned or operated by the Company or reflected as owned in the books and records of the Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business, and the personal assets of employees and vendor-owned assets used to provide services to or by the Company in the Ordinary Course of Business). All subsequently purchased or acquired properties and assets were acquired in the Ordinary Course of Business. All such personal properties and assets of the Company are free and clear of all Encumbrances except for (a) assets held under capital leases disclosed, or not required to be disclosed, in Schedule 3.6 of the Disclosure Schedule, (b) mortgages or security interests disclosed on Schedule 3.6 as securing specified liabilities or obligations, with respect to which no material default (or event that, with notice or lapse of time or both, would constitute a material default) exists, and (c) liens for current taxes not yet due. All real properties reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances except for (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Company, and (ii) zoning laws and other land use restrictions that do not materially impair the present use of the property subject thereto. All buildings, plants, and structures owned by the Company lie wholly within the boundaries of the real property owned by the Company and do not encroach upon t...

Title to Properties; Encumbrances. The Company and each of its Subsidiaries has good and, in the case of real property, valid and marketable title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its real property, tangible property and other assets except where the failure to have such title has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; in each case subject to no Liens, except for (a) Liens reflected in the consolidated balance sheet of the Company as of the Company Audit Date, (b) Liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto, which do not materially impair the value of such properties or the use of such property by the Company or any of its Subsidiaries in the operation of its respective business, (c) Liens for current Taxes, assessments or governmental charges or levies on property not yet delinquent and Liens for Taxes that are being contested in good faith by appropriate proceedings and for which an adequate reserve has been provided on the appropriate financial statements, (d) inchoate mechanics’ and materialmen’s Liens for construction in progress, (e) workmen’s repairmen’s warehousemen’s and carrier’s Liens arising in the ordinary course of business and (f) Liens which have not and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received a notice of default under any material leases of tangible properties to which they are a party, except for (i) defaults that are not material, (ii) defaults for which the grace or cure period has not expired and which are reasonably capable of cure during the cure period or (iii) defaults which have been cured. All such material leases are in full force and effect, and the Company and each of the Company Subsidiaries enjoys peaceful and undisturbed possession under all such material leases.

Title to Properties; Encumbrances. 8 3.7 CONDITION AND SUFFICIENCY OF ASSETS......................8 3.8

Title to Properties; Encumbrances. (a) Except as set forth on Schedule 4.5 attached hereto, USAVE has good, valid and marketable title to (a) all of its properties and assets (real and personal, tangible and intangible), including, without limitation, all of the properties and assets reflected in the balance sheet included as part of the Financial Statements, except as indicated in the Schedules hereto; and (b) all of the properties and assets pur­chased by USAVE since the date of the Financial Statements all of which purchases as of a date not more than two days prior to the date of this Agreement, have been set forth on Schedule 4.5 attached hereto; in each case subject to no encumbrance, lien, charge or other re­striction of any kind or character, except for (i) liens reflected in the balance sheet, included as part of the Financial Statements; (ii) liens consisting of zoning or planning restrictions, ease­ments, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or impair the use of, such property by USAVE in the operation of its business; (iii) liens for current taxes, assessments or governmental charges or levies on property not yet due and delinquent; and (iv) liens described on Schedule 4.5 attached hereto (liens of the type described in clause (i), (ii) and (iii) above are hereinafter sometimes referred to as “Permitted Liens”). (b) The rights, properties and other assets presently owned, leased or licensed, by USAVE reflected on the balance sheet included in the Financial Statements or acquired since the date of the Financial Statement include all rights, properties and other assets necessary to permit USAVE to conduct its business in the same manner as its business has heretofore been conducted. All such properties and assets owned or leased by USAVE are in satisfactory condition and repair, other than ordinary wear and tear. No structure or improvement on the real property leased by USAVE, whether now existing or intended to be constructed pursuant to existing plans and specifica­tions, violates, or if completed would violate, any applicable zoning or building regulations or ordinances or similar federal, state or municipal law.

Title to Properties; Encumbrances. The Company has good and marketable title to all of its properties and assets, real and personal, tangible and intangible.

Title to Properties; Encumbrances. Borrower has good, valid and marketable title to all the properties and assets which it purports to own (real, personal and mixed, tangible and intangible), including, without limitation, all the properties and assets reflected in the Financial Statement and all the properties and assets purchased by Borrower since the date of the Financial Statement. Except as set forth in the Financial Statement or reflected therein as a capital lease, all such properties and assets are free and clear of all title defects or objections, liens, claims, charges, security interests or other encumbrances of any nature whatsoever, including, without limitation, leases, chattel mortgages, conditional sales contracts, collateral security arrangements and other title or interest retention arrangements, and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations or limitations of any nature whatsoever except, with respect to all such properties and assets, (a) liens shown on the Financial Statement as securing specified liabilities or obligations and liens incurred in connection with the purchase of property and/or assets, if such purchase was effected after the date of the Financial Statement, with respect to which no default exists; (b) minor imperfections of title, if any, none of which is substantial in amount, materially detract from the value or impair the use of the property subject thereto, or impair the operations of Borrower and which have arisen only in the ordinary course of business and consistent with past practice since the date of the Financial Statement; and (c) liens for current taxes not yet due. With respect to the property and assets it leases, Borrower is in compliance with such leases, and Borrower holds valid leasehold interests in such property and assets free of any liens, encumbrances and security interests of any party other than the lessors of such property and assets.

Title to Properties; Encumbrances. Except as otherwise provided in this Section 4.13, each of Parent and the Parent Subsidiaries has good, valid and marketable title to, or a valid leasehold interest in, all of its properties and assets (real, personal and mixed, tangible and intangible), including, without limitation, all the properties and assets reflected in the consolidated balance sheet of Parent and the Parent Subsidiaries as of May 31, 1996 included in Parent's Annual Report on Form l0-K for the period ended on such date (except for properties and assets disposed of in the ordinary course of business and consistent with past practices since May 31, 1996). None of such properties or assets are subject to any liability, obligation, claim, lien, mortgage, pledge, security interest, conditional sale agreement, charge or encumbrance of any kind (whether absolute, accrued, contingent or otherwise), except for (i) minor imperfections of title and encumbrance, if any, which are not substantial in amount, do not materially detract from the value of the property or assets subject thereto, and do not impair the operations of Parent and the Parent Subsidiaries, (ii) liens for Taxes that are not yet due or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, and (iii) mortgages on real property in an aggregate amount not greater than $100,000,000.

Title to Properties; Encumbrances. 5.9.1 All Non-Hudson Real Estate Assets of Seller are listed on Exhibit 1.4 attached hereto. All Non-Hudson personal property of Seller included in Seller's Non-Hudson Assets, including inventory and supplies, is listed in Schedule 5.9 attached hereto. 5.9.2 None of the Non-Hudson Assets are subject to any mortgage, pledge, lien, charge, security interest, encumbrance, restriction, lease, license, easement, liability or adverse claim of any nature whatsoever, direct or indirect, whether accrued, absolute, contingent or otherwise, except (i) as disclosed in Schedule 5.9 attached hereto, (ii) as expressly set forth in the CNHWC Balance Sheet (including the notes thereto) as securing specific liabilities or as otherwise expressly permitted by the terms hereof, or (iii) those imperfections of title and encumbrances, if any, which (A) are not substantial in character, amount or extent and do not materially detract from the value of the properties for use in connection with the operation of the Non-▇▇▇▇▇▇ Business subject thereto, (B) do not interfere with either the present and continued use of such property or the conduct of the normal operations of the Non-▇▇▇▇▇▇ Business, and (C) have arisen only in the ordinary course of business. 5.9.3 With respect to each of the buildings, structures or appurtenances included within the Non-Hudson Real Estate Assets, Seller or CNHWC has adequate rights of ingress and egress thereto for operation of the Non-▇▇▇▇▇▇ Business, and none of such buildings, structures or appurtenances (or any equipment therein), nor the operation or maintenance thereof, violates any restrictive covenant binding upon CNHWC or Seller. To the knowledge of the Seller, all of the Non-Hudson Assets owned, leased or used by Seller and/or CNHWC and required for the ordinary operation of Seller's Non-▇▇▇▇▇▇ Business are in good operating condition and repair, are suitable for the purposes used, are adequate and sufficient for all current operations of CNHWC and/or Seller and are directly related to the Non-▇▇▇▇▇▇ Business. Seller has provided to Purchaser complete copies of the most recent owner's title insurance policies, binders and certificates or opinions of title heretofore issued to CNHWC with respect to each parcel of owned Non-Hudson Real Estate Assets.