Common use of Title Properties Clause in Contracts

Title Properties. (a) Each of the Group Companies has good and marketable title to all of the material assets (other than Intellectual Property which in each case is addressed in Section 3.14) owned by it, whether tangible or intangible, and in each case free and clear of all Security Interests, other than Permitted Encumbrances and liens specifically identified on the consolidated balance sheet of the Group Companies as of the Interim Balance Sheet Date. (b) The Group Companies have good and marketable title to, or have valid leasehold interests (including tenancies) (each Contract evidencing such interest, a “Company Lease”, and any Company Lease involving rent payments in excess of $1,000,000 (or its equivalent in any other currency) on an annual basis, a “Company Material Lease”) or otherwise use, all real property occupied by the Group Companies, in each case, free and clear of all liens, encumbrances, claims and defects and imperfections of title except as set forth in Section 3.13(b) of the Company Disclosure Letter. To the Knowledge of the Company, no Event has occurred which (whether with or without notice, lapse of time or both or the happening or occurrence of any other event) would constitute a material default on the part of a Group Company or any other party under any of the Company Leases and to the Knowledge of the Company, no Group Company has received written notice of any such Event.