Common use of Properties; Assets Clause in Contracts

Properties; Assets. (a) Except as set forth in Schedule 3.14(a), the Company or one of the Company Subsidiaries (a) has good and marketable title to all the properties and assets reflected in the consolidated balance sheet of the Company dated as of June 30, 1997 (the "Company Balance Sheet") as being owned by the Company or one of the Company Subsidiaries (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business), or acquired after the date thereof which are material to the Company's business on a consolidated basis, free and clear of all Encumbrances except (i) statutory liens securing payments not yet due, and (ii) such imperfections or irregularities of title, claims, liens, charges, security interests or encumbrances as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, and (b) is the lessee of all leasehold estates reflected in the Company Balance Sheet (except for leases that have expired by their terms since the date thereof) or acquired after the date thereof which are material to its business on a consolidated basis and is in possession of the properties purported to be leased thereunder, and, to the knowledge of the Company, each such lease is valid without default thereunder by the lessee. The assets and properties of the Company and the Company Subsidiaries, taken as a whole, are in good operating condition and repair (ordinary wear and tear excepted), and constitute all of the assets and properties which are required for the businesses and operations of the Company and the Company Subsidiaries as presently conducted.

Properties; Assets. (a) Except as set forth in Schedule 3.14(a)SCHEDULE 2.20, the Company or one of the Company Subsidiaries SCI (a) has good and marketable title to all the properties and assets reflected in the consolidated balance sheet of the Company dated as of June 30, 1997 (the "Company Balance Sheet") Sheet as being owned by the Company or one of the Company Subsidiaries (SCI except properties sold or otherwise disposed of since the date thereof in the ordinary course of business), or acquired after the date thereof which are material to the Company's business on a consolidated basis, free and clear of all Encumbrances except (i) Encumbrances arising in connection with those matters set forth on SCHEDULE 2.20, (ii) statutory liens securing payments not yet due, and (iiiii) such imperfections or irregularities of title, claims, liens, charges, security interests or encumbrances as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such propertiesproperties (the items described in clauses (i), (ii) and (iii) being "Permitted Encumbrances"), and (b) is the lessee of all leasehold estates reflected in the Company Balance Sheet (except for leases that have expired by their terms since the date thereof) or acquired after the date thereof which are material to its business on a consolidated basis and is in possession of the properties purported to be leased thereunder, and, and to the knowledge of the Company, each such lease is valid without default thereunder by the lesseelessee or, to the Company's knowledge, lessor. The assets and properties are in such operating condition as to permit the operation of the business of the Company and SCI as being conducted as of the Company Subsidiariesdate hereof, taken as a whole, are in good operating condition and repair (ordinary wear and tear excepted), and constitute all of the assets assets, rights and properties which are required for the businesses and operations conduct of the business of the Company and SCI as of the date hereof, except for such assets, rights and properties, the lack of which would not reasonably be expected to have a Company Subsidiaries as presently conductedMaterial Adverse Effect.

Properties; Assets. (a) Except as set forth in Schedule 3.14(a)3.14, the Company or one of the Company Subsidiaries (a) has good and marketable title to all the properties and assets reflected in the latest consolidated balance sheet of the Company dated as of June 30March 31, 1997 (the "Company Balance Sheet") as being owned by the Company or one of the Company Subsidiaries (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business), or acquired after the date thereof which are material to the Company's business on a consolidated basis, free and clear of all Encumbrances except (i) statutory liens securing payments not yet due, and (ii) such imperfections or irregularities of title, claims, liens, charges, security interests or encumbrances as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, and (b) is the lessee of all leasehold estates reflected in the Company Balance Sheet (except for leases that have expired by their terms since the date thereof) or acquired after the date thereof which are material to its business on a consolidated basis and is in possession of the properties purported to be leased thereunder, and, and to the knowledge of the Company, each such lease is valid without default thereunder by the lesseelessee or lessor. The assets and properties of the Company and the Company Subsidiaries, taken as a whole, are in good operating condition and repair (ordinary wear and tear excepted), and constitute all of the assets and properties which are required for the businesses and operations of the Company and the Company Subsidiaries as presently conducted.

Properties; Assets. (a) Except as set forth in Schedule 3.14(a)3.14, the Company or one of the Company Subsidiaries (a) has good and marketable title to all the properties and assets reflected in the audited consolidated balance sheet of the Company dated as of June 30March 31, 1997 (the "Company Balance Sheet") as being owned by the Company or one of the Company Subsidiaries (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business), or and those properties acquired after the date thereof which which, taken as a whole, are material to the Company's business on a consolidated basisbusinesses of the Company and the Company Subsidiaries, free and clear of all Encumbrances except (i) statutory liens securing payments not yet due, and (ii) such imperfections or irregularities of title, claims, liens, charges, security interests or encumbrances as which do not secure monetary obligations and which do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, and (b) is the lessee of all leasehold estates reflected in the Company Balance Sheet (except for leases that have expired by their terms since the date thereof) or such leasehold estates acquired after the date thereof which are material to its business on a consolidated basis and is in possession of the properties purported to be leased thereunder, and, to the knowledge of the Company, each such lease is valid without default thereunder by the lessee. The assets and properties businesses of the Company and the Company Subsidiaries, taken as a whole, are and is in good operating condition and repair (ordinary wear and tear excepted), and constitute all possession of the assets and properties which are required for the businesses and operations of the Company and the Company Subsidiaries as presently conducted.purported to be leased thereunder. Each such lease

Properties; Assets. (a) Except as set forth in Schedule 3.14(a)3.14, the Company or one of the Company Subsidiaries (a) has good and marketable title to all the properties and assets reflected in the latest audited consolidated balance sheet of the Company dated as of June 30December 31, 1997 1999 (the "Company Balance Sheet") as being owned by the Company or one of the Company Subsidiaries (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business), or acquired after the date thereof which are material to the Company's business on a consolidated basis, free and clear of all Encumbrances except (i) statutory liens securing payments not yet due, and (ii) such imperfections or irregularities of title, claims, liens, charges, security interests or encumbrances as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, and (b) is the lessee of all leasehold estates reflected in the Company Balance Sheet (except for leases that have expired by their terms since the date thereof) or acquired after the date thereof which are material to its business on a consolidated basis and is in possession of the properties purported to be leased thereunder, and, and to the knowledge of the Company, each such lease is valid without default thereunder by the lesseelessee or lessor. The assets and properties of the Company and the Company Subsidiaries, taken as a whole, are in good operating condition and repair (ordinary wear and tear excepted), and constitute all of the assets and properties which are required for the businesses and operations of the Company and the Company Subsidiaries as presently conducted.

Properties; Assets. (a) Except as set forth in Schedule 3.14(a)3.14, the Company or one of the Company Subsidiaries (a) has good and marketable title to all the properties and assets reflected in the latest consolidated balance sheet of the Company dated as of June 30March 31, 1997 (the "Company Balance Sheet") as being owned by the Company or one of the Company Subsidiaries (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business), or acquired after the date thereof which are material to the Company's business on a consolidated basis, free and clear of all Encumbrances except (i) statutory liens securing payments not yet due, and (ii) such imperfections or irregularities of title, claims, liens, charges, security interests or encumbrances as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, and (b) is the lessee of all leasehold estates reflected in the Company Balance Sheet (except for leases that have expired by their terms since the date thereof) or acquired after the date thereof which are material to its business on a consolidated basis and is in possession of the properties purported to be leased thereunder, and, and to the knowledge of the Company, each such lease is valid without default thereunder by the lesseelessee or lessor. The assets and properties of the Company and the Company Subsidiaries, taken as a whole, are in good operating condition and repair (ordinary wear and tear excepted), and constitute all of the assets and properties which are required for the businesses and operations of the Company and the Company Subsidiaries as presently conducted. Section 3.15.