Title to Property; Leased Property Clause Samples

Title to Property; Leased Property. (a) Each of the Acquired Companies has good title to, or in the case of leased properties and assets, valid leasehold interests in, all of their properties and assets, including the Acquired Assets, free and clear of all Liens, except for: (i) Liens reflected in the balance sheet of the Company, included in the Financial Statements, (ii) Liens imposed by Law, such as carriers’, warehouseman’s, mechanics’, materialmen’s, landlords’, laborers’, suppliers’, construction and vendors’ liens, incurred in good faith in the ordinary course of business and securing obligations which are not yet due or which are being contested in good faith by appropriate proceedings as to which the Company has, to the extent required by GAAP, set aside on its books adequate reserves; (iii) Liens for Taxes either not yet due and payable or which are being contested in good faith by appropriate legal or administrative proceedings; (iv) with respect to leasehold interests, liens incurred, created, assumed or permitted to exist and arising by, through or under a landlord or owner of the leased property, with or without consent of the lessee, none of which impairs the use of any parcel of property material to the operation of the business of the Company; (v) as set forth in Section 3.8(a) of the Company’s Disclosure Schedule, and (vi) any Liens arising in the ordinary course of business which do not interfere with the present use of the property affected thereby (collectively, “Permitted Liens”). (b) All leases pursuant to which any of the Acquired Companies leases from others real or personal property (collectively, the “Company Leases”) are valid, binding and enforceable in accordance with their respective terms and in full force and effect, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other laws of general application affecting enforcement of creditors’ rights or by general principles of equity, no amounts (other than immaterial amounts the failure of which to pay would not be material) payable under any Company Lease are past due, and there is not, under any of such leases, any existing default or event of default of any of the Acquired Companies or, to the Knowledge of the Company, any other party. (c) Section 3.8(c) of the Company Disclosure Schedule sets forth each of the Company Leases, as well as each real property owned by each of the Acquired Companies (the “Owned Property”), in each case setting forth the loc...
View SourceView Similar (2)
Title to Property; Leased Property. The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries, in each case, free and clear of all mortgages, pledges, liens, encumbrances, security interests, restrictions and title defects of any kind, except such as are described in the Prospectus or as would not have a Material Adverse Effect. All real property and buildings leased by the Company or any of its subsidiaries are subject to valid and enforceable leases; such leases conform to the description thereof, if any, set forth in the Registration Statement and the Prospectus; and no written notice has been given to the Company or any of its subsidiaries or written claim asserted against the Company or any of its subsidiaries by anyone adverse to the rights of the Company or any of its subsidiaries under any of the leases or affecting the Company's or any of its subsidiaries' rights to the continued possession of the leased property, except as would not result in a Material Adverse Effect. Each parcel of real property owned or leased by the Company or any of its subsidiaries (including any real property acquired upon foreclosure), and each improvement thereon, complies with all applicable codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations) except for such failures to comply, if any, that would not have a Material Adverse Effect. To the Knowledge of the Company there are no pending or threatened condemnation proceedings, zoning changes, or other proceedings or actions that will in any manner affect the size of, use of, improvements on, construction on or access to such real property and improvements, except such proceedings or actions that would not have a Material Adverse Effect.
View Source

Related to Title to Property; Leased Property

  • Title to Property; Leases The Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

  • Title to Property The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(t) or such as would not have a Material Adverse Effect. Any real property and facilities held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as would not have a Material Adverse Effect.

  • Title to Properties; Leases Except as indicated on Schedule 7.3 hereto, the Borrower and its Subsidiaries own all of the assets reflected in the consolidated balance sheet of the Borrower and its Subsidiaries as at the Balance Sheet Date or acquired since that date (except property and assets sold or otherwise disposed of in the ordinary course of business since that date), subject to no rights of others, including any mortgages, leases, conditional sales agreements, title retention agreements, liens or other encumbrances except Permitted Liens.

  • Title to Properties The Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(i) above (or elsewhere in the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

  • Personal Property Leases Except as set forth in Schedule 3.13.(b), Company has no leases of personal property involving consideration or other expenditure in excess of $5,000 or involving performance over a period of more than three months.