Common use of Title to Owned Property Clause in Contracts

Title to Owned Property. PH has good and marketable title to all of the PH Personal Property and the PH Owned Real Property with respect to the PH Restaurants operated by PH, free and clear of any liens and encumbrances, except for (i) with respect to any Restaurant operated by PH, PH Personal Property disposed of prior to the Closing in the ordinary course of business of such PH Restaurant consistent with the past operations of PH and Section 7.1, below, (ii) certain fixtures, buildings and improvements located on the PH Leased Real Property which PH has the right to use pursuant to the PH Real Property Leases (or any of them), (iii) easements or other encumbrances which do not materially adversely affect the ownership or full use and enjoyment of the PH Owned Real Property, or the purposes for which it is currently used, and (iv) liens for taxes and assessments for the current period that are not yet due and payable. This representation does not constitute a representation by PH as to the title of PH's lessors of any PH Leased Real Property or PH Leased Equipment, nor does this representation constitute a representation of the condition of any of the PH Personal Property or the PH Owned Real Property or the PH Leased Real Property, which is sold or leased, as applicable, "AS IS, WHERE IS", with all faults, except as otherwise specifically provided in these representations and warranties and with respect to Critical Deficiencies.

Title to Owned Property. PH Such Seller has good and marketable title to all of the PH Personal Property and the PH Owned Real Property with respect to the PH Restaurants operated by PHsuch Seller, free and clear of any liens and encumbrances, except for (i) Personal Property, with respect to any Restaurant operated by PHsuch Seller, PH Personal Property disposed of prior to the Closing in the ordinary course of business of such PH Restaurant consistent with the past operations of PH and Section 7.1, belowsuch Seller, (ii) certain fixtures, buildings and improvements located on the PH Leased Real Property which PH such Seller has the right to use pursuant to the PH Real Property Leases (or any of them), (iii) easements or other encumbrances which do not materially adversely affect the ownership or full use and enjoyment of the PH Owned Real Property, the Leased Real Property, or the purposes for which it is currently used, and (iv) liens for taxes and assessments for the current period that are not yet due and payable. This representation does not constitute a representation by PH such Seller as to the title of PHsuch Seller's lessors of any PH Leased Real Property or PH Leased Equipment, nor does this representation constitute a representation of the condition of any of the PH Personal Property or the PH Owned Real Property or the PH Leased Real Property, which is sold or leased, as applicable, "AS IS, WHERE IS", with all faults. Additionally, except as otherwise specifically provided in these representations and warranties and with respect the Seller shall not be required to Critical Deficienciesexecute an "Owner's Affidavit" to delete standard exceptions to an owner's or mortgagee's title policy.

Title to Owned Property. PH Seller has good and marketable title to all of the PH Personal Property and the PH Owned Real Property with respect to the PH Restaurants operated by PHSeller, free and clear of any liens and encumbrances, except for (i) Personal Property, with respect to any Restaurant operated by PHSeller, PH Personal Property disposed of prior to the Closing in the ordinary course of business of such PH Restaurant consistent with the past operations of PH Seller and Section 7.14.1, below, (ii) certain fixtures, buildings and improvements located on the PH Leased Real Property which PH Seller has the right to use pursuant to the PH Real Property Leases (or any of them), (iii) easements or other encumbrances which do not materially adversely affect the ownership or full use and enjoyment of the PH Owned Real Property, or the purposes for which it is currently used, and (iv) liens for taxes and assessments for the current period that are not yet due and payable. This representation does not constitute a representation by PH Seller as to the title of PHSeller's lessors of any PH Leased Real Property or PH Leased Equipment, nor does this representation constitute a representation of the condition of any of the PH Personal Property or the PH Owned Real Property or the PH Leased Real Property, which is sold or leased, as applicable, "AS IS, WHERE IS", with all faults, except as otherwise specifically provided in these representations and warranties and with respect to Critical Deficiencies.

Title to Owned Property. PH Such Seller has good and marketable title to all of the PH Personal Property and the PH Owned Real Property with respect to the PH Restaurants operated by PHsuch Seller, free and clear of any liens and encumbrances, except for (i) Personal Property, with respect to any Restaurant operated by PHsuch Seller, PH Personal Property disposed of prior to the Closing in the ordinary course of business of such PH Restaurant consistent with the past operations of PH such Seller and Section 7.14.1, below, (ii) certain fixtures, buildings and improvements located on the PH Leased Real Property which PH such Seller has the right to use pursuant to the PH Real Property Leases (or any of them), (iii) easements or other encumbrances which do not materially adversely affect the ownership or full use and enjoyment of the PH Owned Real Property, or the purposes for which it is currently used, and (iv) liens for taxes and assessments for the current period that are not yet due and payable. This representation does not constitute a representation by PH such Seller as to the title of PHsuch Seller's lessors of any PH Leased Real Property or PH Leased Equipment, nor does this representation constitute a representation of the condition of any of the PH Personal Property or the PH Owned Real Property or the PH Leased Real Property, which is sold or leased, as applicable, "AS IS, WHERE IS", with all faults. Additionally, except as otherwise specifically provided in these representations and warranties and with respect the Seller shall not be required to Critical Deficienciesexecute an "Owner's Affidavit" to delete standard exceptions to an owner's or mortgagee's title policy.