Common use of Parent Property Clause in Contracts

Parent Property. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent or the Parent Subsidiaries have good and valid fee simple title to all material real properties owned by Parent or any Parent Subsidiary (the “Parent Owned Property”), and a valid leasehold interest in, subleasehold interest in, or other occupancy right with respect to, all material real properties and interests in real properties leased, subleased, occupied or operated by Parent or any Parent Subsidiary as lessee, sublessee or occupant (the “Parent Leased Property” and, together with the Parent Owned Property, the “Parent Property”), in each case, free and clear of Liens other than Permitted Liens. The real property leases, subleases or other occupancy agreements (together with all amendments thereto) underlying the Parent Leased Property are referred to herein as the “Parent Leases”. (b) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) Parent has not received written notice of any pending or threatened condemnation, eminent domain or similar proceedings affecting any of the Parent Owned Property, (ii) there are no outstanding options, rights of first offer or rights of first refusal for the benefit of a third party to purchase any Parent Owned Property or any portion thereof or interest therein, (iii) each Parent Lease is valid and binding on Parent or the Parent Subsidiaries, as applicable, (iv) none of Parent or any of the Parent Subsidiaries or, to the Knowledge of Parent, any other party to a Parent Lease, is in material breach or material violation of, or in material default under, such Parent Lease and (v) none of Parent or any of the Parent Subsidiaries have leased, subleased, licensed or granted to any third party a right to use or occupy all or any portion of any Parent Property. (c) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, each of Parent and the Parent Subsidiaries, in respect of all of its material properties, assets and other rights that do not constitute the Parent Property (other than Intellectual Property), (i) has valid title to all such properties and assets reflected in its books and records as owned by it free and clear of all Liens (other than Permitted Liens) and (ii) owns, has valid leasehold interests in or valid contractual rights to use, all of such properties, assets and other rights, tangible and intangible (other than Intellectual Property) used by its business, in each case, except for Permitted Liens.