Common use of Property and Leases Clause in Contracts

Property and Leases. (a) The Company or one of the Company Subsidiaries owns, and has good title to, each of the tangible assets reflected as owned by the Company or the Company Subsidiaries on the July 2010 Balance Sheet (except for tangible assets sold or disposed of since that date in the ordinary course of business and sales after the date of the July 2010 Balance Sheet of assets no longer required for the conduct of the Company’s business as presently conducted) in all material respects, free of any Liens other than (i) Liens for current Taxes, payments of which are not yet delinquent or are being contested in good faith and for which adequate reserves in accordance with GAAP have been established on the Company Financial Reports as adjusted in the ordinary course of business through the Effective Time; (ii) Liens of landlords and liens of carriers, warehousemen, mechanics and materialmen and other like Liens arising in the ordinary course of business for sums not yet due and payable, (iii) security given in the ordinary course of business as of the Closing Date to any public utility, Governmental Authority or other statutory or public authority in connection with the assets of the Company or any Company Subsidiary; (iv) items which an inspection or survey of any tangible assets of the Company or the Company Subsidiaries would disclose and which do not materially detract from the value of such assets or materially interfere with the use or operation of such assets; (v) Liens imposed on the underlying fee interest in leased property which, to the Company’s knowledge, do not materially adversely affect the use of such leased property for its intended use, (vi) Liens that do not materially interfere with the use or operation of the property subject thereto and (vii) those matters of record set forth on Section 4.13(a) of the Disclosure Letter; provided, that no representation is made under this Section 4.13 with respect to Intellectual Property Rights. The Company and the Company Subsidiaries have sufficient title to all their properties and assets to conduct their respective businesses as currently conducted, with only such exceptions as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. All of the machinery, equipment and other tangible personal property and assets owned or used by the Company and the Company Subsidiaries, including such assets located on the Company Leased Real Property, are in the condition and repair sufficient to conduct their respective businesses as currently conducted, with only such exceptions as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Property and Leases. (a) The Company or one Each of the Company ORRF and its Subsidiaries owns, and has good and marketable title to, each of to all the tangible assets reflected as real property and all other property owned by the Company or the Company Subsidiaries on the July 2010 Balance Sheet (except for tangible assets sold or disposed of since that date it and included in the ordinary course of business and sales after the date of the July 2010 ORRF Balance Sheet of assets no longer required for the conduct of the Company’s business as presently conducted) in all material respectsSheet, free and clear of any Liens all Liens, other than (i) Liens that secure liabilities that are reflected in the ORRF Balance Sheet, (ii) Liens for current Taxes, payments of which are taxes and assessments not yet delinquent past due or which are being contested in good faith and reserves established therefor, (iii) inchoate mechanics’ and materialmen’s Liens for which adequate reserves construction in accordance with GAAP have been established on the Company Financial Reports as adjusted in the ordinary course of business through the Effective Time; progress, (iiiv) Liens of landlords and liens of carriersworkmen’s, repairmen’s, warehousemen, mechanics ’s and materialmen and other like carriers’ Liens arising in the ordinary course of business for sums not yet due and payable, (iii) security given in the ordinary course of business as of the Closing Date to any public utility, Governmental Authority or other statutory or public authority in connection with the assets of the Company ORRF or any Company Subsidiary; (iv) items of its Subsidiaries consistent with past practice, none of which an inspection or survey of any tangible assets of the Company or the Company Subsidiaries would disclose and which do not materially detract from the value of such assets or materially interfere with have a material impact on the use or operation value of such assets; the applicable real or other property, (v) Liens imposed recorded easements, covenants or restrictions, together with all matters which would be shown on an accurate survey or inspection of all of the underlying fee interest in leased property which, to the Company’s knowledge, do not materially adversely affect the use of such leased property for its intended usereal property, (vi) Liens that do not materially interfere with liens which encumber the use or operation fee interest of the any real property subject thereto to an ORRF Lease (as defined below), and (vii) those matters items that secure public or statutory obligations or any discount with, borrowing from, or obligations to any FRB or Federal Home Loan Bank, interbank credit facilities, or any transaction by XXXX’s Subsidiaries acting in a fiduciary capacity. Neither ORRF nor any of record set forth on Section 4.13(a) its Subsidiaries has received written notice of any violation of any recorded easements, covenants or restrictions affecting all the Disclosure Letter; provided, that no representation is made under this Section 4.13 with respect to Intellectual Property Rights. The Company real property and the Company Subsidiaries have sufficient title to all their properties other property interests owned or leased by it and assets to conduct their respective businesses as currently conducted, with only such exceptions as, individually or included in the aggregate, ORRF Balance Sheet that would not reasonably be expected to have a Material Adverse Effect. All require expenditures by ORRF or any of the machinery, equipment and other tangible personal property and assets owned its Subsidiaries or used by the Company and the Company Subsidiaries, including such assets located to result in an impairment in or limitation on the Company Leased Real Propertyactivities presently conducted thereon, are and, to the Knowledge of ORRF, no other party is in the condition and repair sufficient to conduct their respective businesses as currently conductedviolation of any such easements, with only such exceptions as, individually covenants or in the aggregate, would not reasonably be expected to have a Material Adverse Effectrestrictions.

Property and Leases. (a) Section 4.14(a) of the Disclosure Schedule sets forth a correct and complete list and address of all real property interests owned or held by the Company and the Subsidiaries as of the date of this Agreement, including fee interests, ground leasehold interests and other similar leasehold interests (all such real property interests, together with all buildings, structures and other improvements and fixtures located on or under such real property and all easements, rights and other appurtenances to such real property, are individually referred to herein as "Company Property" and collectively referred to herein as the "Company Properties"). The Company Operating Partnership or one other Subsidiaries of the Company Subsidiaries ownsown or, and has good title toif so indicated in Section 4.14(a) of the Disclosure Schedule, lease each of the tangible assets reflected as owned by the Company Properties, in each case, free and clear of any Liens, title defects, covenants or the Company Subsidiaries on the July 2010 Balance Sheet reservations of interests in title (collectively, "Property Restrictions"), except for tangible assets sold or disposed of since that date in the ordinary course of business and sales after the date of the July 2010 Balance Sheet of assets no longer required for the conduct of the Company’s business as presently conducted) in all material respects, free of any Liens other than (i) Liens for current TaxesPermitted Liens, payments of which are not yet delinquent or are being contested in good faith and for which adequate reserves in accordance with GAAP have been established on the Company Financial Reports as adjusted in the ordinary course of business through the Effective Time; (ii) Liens of landlords Property Restrictions imposed or promulgated by Law or by any Governmental Authority which are customary and liens of carrierstypical for similar properties that, warehousemen, mechanics and materialmen and other like Liens arising individually or in the ordinary course of business for sums aggregate, do not yet due and payable, (iii) security given in the ordinary course of business as of the Closing Date to any public utility, Governmental Authority or other statutory or public authority in connection interfere materially with the assets of the Company or any Company Subsidiary; (iv) items which an inspection or survey of any tangible assets of the Company or the Company Subsidiaries would disclose and which do not materially detract from the value of such assets or materially interfere with the current use or operation of such assets; property, (viii) Liens imposed Property Restrictions disclosed on existing title reports or existing surveys or which would be shown on current title reports or current surveys that, individually or in the underlying fee interest in leased property which, to the Company’s knowledgeaggregate, do not interfere materially adversely affect the use of such leased property for its intended use, (vi) Liens that do not materially interfere with the current use or operation of such property, (iv) mechanics', carriers', workmen's or repairmen's liens and other encumbrances for which there are adequate reserves on the property subject thereto financial statements of the Company (collectively, "Encumbrances"), (v) Property Restrictions which do not interfere, individually or in the aggregate, materially with the current use of such property, and (viivi) those matters of record as set forth on in Section 4.13(a4.14(a) of the Disclosure Letter; providedSchedule, that no representation is made under this Section 4.13 with respect to Intellectual Property Rights. The Company and except in the Company Subsidiaries have sufficient title to all their properties and assets to conduct their respective businesses as currently conducted, with only such exceptions case of clauses (i) through (vi) above as, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. All of the machinery, equipment and other tangible personal property and assets owned or used by the Company and the Company Subsidiaries, including such assets located on the Company Leased Real Property, are in the condition and repair sufficient to conduct their respective businesses as currently conducted, with only such exceptions as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Property and Leases. (a) The Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement, the Company or one of the Company its Subsidiaries owns(a) has good and marketable title to all real property assets, and has good title toto all other assets, in each of case, reflected in the tangible assets reflected latest audited balance sheet included in such Company SEC Documents as being owned by the Company or one of its Subsidiaries or acquired after the date thereof which are listed on Section 4.20 of the Company Subsidiaries on the July 2010 Balance Sheet Disclosure Schedule (except for tangible assets properties sold or otherwise disposed of since that the date thereof listed on Section 4.20 of the Company Disclosure Schedule or sold after the date hereof in the ordinary course of business and sales after the date of the July 2010 Balance Sheet of assets no longer required for the conduct of the Company’s business as presently conducted) in all material respectsbusiness), free and clear of all Liens of any Liens other than nature whatsoever, except (i) statutory Liens for current Taxessecuring payments not yet due, payments (ii) Liens on assets of Subsidiaries of the Company which are not yet delinquent or are being contested in good faith and for which adequate reserves in accordance with GAAP have been established on the Company Financial Reports as adjusted banks incurred in the ordinary course of their banking business through the Effective Time; (ii) Liens of landlords and liens of carriers, warehousemen, mechanics and materialmen and other like Liens arising in the ordinary course of business for sums not yet due and payable, (iii) security given in the ordinary course such imperfections or irregularities of business title and Liens as of the Closing Date to any public utility, Governmental Authority or other statutory or public authority in connection with the assets of the Company or any Company Subsidiary; (iv) items which an inspection or survey of any tangible assets of the Company or the Company Subsidiaries would disclose and which do not materially detract from the value of such assets or materially interfere with the use or operation of such assets; (v) Liens imposed on the underlying fee interest in leased property which, to the Company’s knowledge, do not materially adversely affect the current use of such leased property for its intended use, (vi) Liens that do not materially interfere with the use properties or operation of the property assets subject thereto and (vii) those matters of record set forth on Section 4.13(a) of the Disclosure Letter; provided, that no representation is made under this Section 4.13 with respect to Intellectual Property Rights. The Company and the Company Subsidiaries have sufficient title to all their or affected thereby or otherwise materially impair business operations at such properties and assets to conduct their respective businesses as currently conducted, with only such exceptions as, individually or and (b) is the lessee of all leasehold real estate reflected in the aggregate, would not reasonably be expected to have a Material Adverse Effect. All latest audited financial statements included in such Company SEC Documents or acquired after the date thereof which are listed in Section 4.20 of the machineryCompany Disclosure Schedule (except for those leases that have expired by their terms since the date thereof, equipment which are listed on Section 4.20 of the Company Disclosure Schedule, or that expire by their terms after the date hereof) and other tangible personal property is in possession of the properties purported to be leased thereunder, and assets owned or used each such lease is valid without material default thereunder by the Company and lessee or, to the Company Subsidiariesknowledge of the officers of the Company, including such assets located on the Company Leased Real Property, are in the condition and repair sufficient to conduct their respective businesses as currently conducted, with only such exceptions as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectlessor.

Property and Leases. (a) The Company or one Section 4.12(a) of the Company Disclosure Schedule sets forth a correct and complete list and address of (i) all operating real property that is owned by the Company and the Subsidiaries ownsor leased by the Company and the Subsidiaries as a tenant or ground lessee as of the date of this Agreement (together with all buildings, structures and other improvements and fixtures located on or under such real property and all easements, rights and other appurtenances to such real property, the “Operating Properties”), and has good title to(ii) all undeveloped real property and all real property currently under development that is owned by the Company and the Subsidiaries or leased by the Company and the Subsidiaries as a tenant or ground lessee as of the date of this Agreement (together with any buildings, structures and other improvements and fixtures located on or under such real property and all easements, rights and other appurtenances to such real property, the “Development Properties” and, together with the Operating Properties, the “Company Properties”). As of the date hereof, each of the tangible assets reflected as Company Properties is owned or leased by the Company or Subsidiaries, as indicated in Section 4.12(a) of the Company Disclosure Schedule. As of the date hereof, the Subsidiaries on own (and have valid title in fee simple to) or, if so indicated in Section 4.12(a) of the July 2010 Balance Sheet Company Disclosure Schedule, lease (and have a valid leasehold interest in, subject to Enforceability Exceptions) each of the Company Properties, in each case, free and clear of any Liens, title defects, covenants or reservations of interests in title (collectively, “Property Restrictions”), except for tangible assets sold or disposed of since that date in the ordinary course of business and sales after the date of the July 2010 Balance Sheet of assets no longer required for the conduct of the Company’s business as presently conducted(w) in all material respects, free of any Liens other than (i) Liens for current Taxes, payments of which are not yet delinquent or are being contested in good faith and for which adequate reserves in accordance with GAAP have been established on the Company Financial Reports as adjusted in the ordinary course of business through the Effective Time; (ii) Liens of landlords and liens of carriers, warehousemen, mechanics and materialmen and other like Liens arising in the ordinary course of business for sums not yet due and payablePermitted Liens, (iiix) security given in the ordinary course of business as of the Closing Date to Property Restrictions imposed or promulgated by Law or by any public utility, Governmental Authority or other statutory or public authority in connection with the assets of the Company or any Company Subsidiary; (iv) items which an inspection or survey of any tangible assets of the Company or the Company Subsidiaries would disclose are customary and which do not materially detract from the value of such assets or materially interfere with the use or operation of such assets; (v) Liens imposed on the underlying fee interest in leased property which, to the Company’s knowledge, do not materially adversely affect the use of such leased property typical for its intended usesimilar properties, (viy) Liens that do not materially interfere with the use or operation of the property subject thereto and (vii) those matters of record Property Restrictions set forth on Section 4.13(a4.12(a) of the Company Disclosure Letter; providedSchedule, that no representation is made under this Section 4.13 with respect to Intellectual and (z) Property Rights. The Company and the Company Subsidiaries have sufficient title to all their properties and assets to conduct their respective businesses as currently conducted, with only such exceptions asRestrictions which, individually or in the aggregate, would do not reasonably be expected to have a Material Adverse Effect. All Except as otherwise permitted to be incurred, created or placed on any Company Property pursuant to Section 6.01(b), since the date of the machinerythis Agreement, equipment and other tangible personal property and assets owned or used by the Company and the has not voluntarily incurred, created or placed any Property Restrictions on any Company Subsidiaries, including such assets located on the Company Leased Real Property, are in the condition and repair sufficient to conduct their respective businesses as currently conducted, with only such exceptions asProperty which, individually or in the aggregate, would not could reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the value or marketability of any Company Property.

Property and Leases. (a) The Company or one Each of the Company CVLY and its Subsidiaries owns, and has good and marketable title to, each of to all the tangible assets reflected as real property and all other property owned by the Company or the Company Subsidiaries on the July 2010 Balance Sheet (except for tangible assets sold or disposed of since that date it and included in the ordinary course of business and sales after the date of the July 2010 CVLY Balance Sheet of assets no longer required for the conduct of the Company’s business as presently conducted) in all material respectsSheet, free and clear of any Liens all Liens, other than (i) Liens that secure liabilities that are reflected in the CVLY Balance Sheet, (ii) Liens for current Taxes, payments of which are taxes and assessments not yet delinquent past due or which are being contested in good faith and reserves established therefor, (iii) inchoate mechanics’ and materialmen’s Liens for which adequate reserves construction in accordance with GAAP have been established on the Company Financial Reports as adjusted in the ordinary course of business through the Effective Time; progress, (iiiv) Liens of landlords and liens of carriersworkmen’s, repairmen’s, warehousemen, mechanics ’s and materialmen and other like carriers’ Liens arising in the ordinary course of business for sums not yet due and payable, (iii) security given in the ordinary course of business as of the Closing Date to any public utility, Governmental Authority or other statutory or public authority in connection with the assets of the Company CVLY or any Company Subsidiary; (iv) items of its Subsidiaries consistent with past practice, none of which an inspection or survey of any tangible assets of the Company or the Company Subsidiaries would disclose and which do not materially detract from the value of such assets or materially interfere with have a material impact on the use or operation value of such assets; the applicable real or other property, (v) Liens imposed recorded easements, covenants or restrictions, together with all matters which would be shown on an accurate survey or inspection of all of the underlying fee interest in leased property which, to the Company’s knowledge, do not materially adversely affect the use of such leased property for its intended usereal property, (vi) Liens that do not materially interfere with liens which encumber the use or operation fee interest of the any real property subject thereto to a CVLY Lease (as defined below), and (vii) those matters items that secure public or statutory obligations or any discount with, borrowing from, or obligations to any FRB or Federal Home Loan Bank, interbank credit facilities, or any transaction by CVLY’s Subsidiaries acting in a fiduciary capacity. Neither CVLY nor any of record set forth its Subsidiaries has received written notice of any violation of any recorded easements, covenants or restrictions affecting all the real property and all other property interests owned or leased by it and included on Section 4.13(a) of the Disclosure Letter; provided, CVLY Balance Sheet that no representation is made under this Section 4.13 with respect to Intellectual Property Rights. The Company and the Company Subsidiaries have sufficient title to all their properties and assets to conduct their respective businesses as currently conducted, with only such exceptions as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. All require expenditures by CVLY or any of the machinery, equipment and other tangible personal property and assets owned its Subsidiaries or used by the Company and the Company Subsidiaries, including such assets located to result in an impairment in or limitation on the Company Leased Real Propertyactivities presently conducted thereon, are and, to the Knowledge of CVLY, no other party is in the condition and repair sufficient to conduct their respective businesses as currently conductedviolation of any such easements, with only such exceptions as, individually covenants or in the aggregate, would not reasonably be expected to have a Material Adverse Effectrestrictions.

Property and Leases. (a) The Company or one Each of the Company and its Subsidiaries ownshas good, record and has good marketable title toto all the real property and all other property interests owned or leased by it free and clear of all Liens, each of the tangible assets other than (i) monetary Liens that secure liabilities that are reflected as owned by in the Company Balance Sheet or disclosed in the notes to the Company Subsidiaries on the July 2010 Balance Sheet Financial Statements, (except for tangible assets sold or disposed of since that date ii) Liens incurred in the ordinary course of business and sales after the date of the July 2010 such Company Balance Sheet of assets no longer required for the conduct of the Company’s business as presently conductedin amounts less than $50,000, (iii) in all material respectsworkmen’s, free of any Liens other than (i) Liens for current Taxes, payments of which are not yet delinquent or are being contested in good faith and for which adequate reserves in accordance with GAAP have been established on the Company Financial Reports as adjusted in the ordinary course of business through the Effective Time; (ii) Liens of landlords and liens of carriersrepairmen’s, warehousemen, mechanics ’s and materialmen and other like carriers’ Liens arising in the ordinary course of business for sums not yet due and payable, (iii) security given in the ordinary course of business as of the Closing Date to any public utility, Governmental Authority or other statutory or public authority in connection with the assets of the Company or any Company Subsidiary; of its Subsidiaries consistent with past practice (x) for amounts not yet due and payable or (y) for amounts that are due and payable that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, (iv) items which an inspection or survey of any tangible assets of matters reflected in that certain Commonwealth Land Title Company title commitment, effective August 18, 2015, provided to the Company or the Company Subsidiaries would disclose by Buyer and which do not materially detract from the value of such assets or materially interfere with the use or operation of such assets; (v) Liens imposed on the underlying fee interest in leased property whichthose items that secure public or statutory obligations or any discount with, borrowing from, or obligations to any FRB or Federal Home Loan Bank, interbank credit facilities, or any transaction by the Company’s knowledge, do not materially adversely affect the use of such leased property for its intended use, (vi) Liens that do not materially interfere with the use or operation of the property subject thereto and (vii) those matters of record set forth on Section 4.13(a) of the Disclosure Letter; provided, that no representation is made under this Section 4.13 with respect to Intellectual Property RightsSubsidiaries acting in a fiduciary capacity. The Company and Neither the Company nor any of its Subsidiaries have sufficient title to has received written notice of any violation of or non-payment under any easements, covenants or restrictions affecting all their properties the real property and assets to conduct their respective businesses as currently conducted, with only such exceptions as, individually all other material property owned or in the aggregate, leased by it that would not reasonably be expected to have a Material Adverse Effect. All of the machinery, equipment and other tangible personal property and assets owned or used require expenditures by the Company and the Company Subsidiaries, including such assets located or any of its Subsidiaries or to result in an impairment in or limitation on the Company Leased Real Propertyactivities presently conducted there, are and, to the Knowledge of the Company, (x) no such violation or non-payment exists under any such easements, covenants or restrictions, and (y) no other party is in the condition and repair sufficient to conduct their respective businesses as currently conductedviolation of any such easements, with only such exceptions as, individually covenants or in the aggregate, would not reasonably be expected to have a Material Adverse Effectrestrictions.