Common use of Title to Properties and Related Matters Clause in Contracts

Title to Properties and Related Matters. On the Closing Date BCG will hold good, valid and marketable title to, or leasehold interest in, all of the Assets free and clear of all title defects, liens, pledges, claims, charges, rights of first refusal (or other claims of interest), security interests or other encumbrances except as provided for in the Hospital Lease and except (i) those matters set forth in SCHEDULE 3.8(A); (ii) unrecorded leases as set forth in SCHEDULE 1.2(D); (iii) liens for current taxes and assessments; (iv) zoning and building laws, ordinances, resolutions and regulations; (v) such inchoate unfiled mechanics', carriers', workers', repairman's and other statutory liens, if any, which liens do not in the aggregate exceed $25,000 in amount; (vi) those matters set forth in Schedule B, Part 1, Exceptions from Coverage shown on the title insurance commitment for Real Property issued by the Title Company (defined below) and attached hereto as SCHEDULE 3.8(B), as the same may be revised following receipt of a survey of each property but only to the extent that neither Seller nor BCG has created or caused any such matters, or has no knowledge of any such matters, or has disclosed them in this Agreement; (vii) rights-of-way, building or use restrictions, exceptions, variances, reservations or other limitations or matters affecting title to or use of the Real Property (excluding any variance or nonconforming use known to either Seller or BCG but not disclosed in this Agreement) which do not materially impair the value of the Real Property or materially interfere with or impair the current use of the Real Property or any portion thereof or for which title insurance coverage is being provided to Buyer; (viii) such easements, rights-of-way, covenants, conditions, restrictions, reservations, limitations and other encumbrances as do not materially interfere with or impair the current use of the Real Property or any portion thereof or materially impair the value of the Real Property, but only to the extent that neither Seller nor BCG has not created or caused any such matters, or has no knowledge of any such matters, or has disclosed them in this Agreement, or to the extent they are disclosed as special exceptions in the title commitments provided to Buyer; and (ix) such minor defects, irregularities, encumbrances, easements, rights-of-way, encroachments and clouds on title as typically exist with respect to properties similar in character to such Real Property, are not caused by or through Seller or BCG after the date of this Agreement, and as do not (A) materially interfere with or impair the current use and operation or any reasonably foreseeable future development or operation of the Real Property or any part thereof, or (B) materially impair BCG's title to such Real Property, or the value of the Real Property, any portion thereof or BCG's interest therein, or (C) prevent BCG from having good valid and marketable title to, or leasehold interest in, the Real Property, or (D) materially limits the scope or coverage of the Title Policy to be issued to Buyer (collectively "PERMITTED ENCUMBRANCES"). SCHEDULES 1.2(A) AND 1.2(D) include true and accurate descriptions of all Real Property owned or leased by BCG and all tangible personal property (excluding cash, property with an aggregate value in a non-material amount and the other Excluded Assets) leased by BCG and reflected on BCG's financial statements. Set forth on SCHEDULE 3.8(C) is a list of the most current title insurance policies, commitments or binders issued to either Seller or BCG with respect to any of the Real Property or any portion thereof, and true and accurate copies thereof have been supplied to Buyer. BCG is not aware of and has not received any notice from any governmental agency of any violation of any building, zoning or other law, ordinance or regulation in respect of such property or structures or their use by BCG. To the best knowledge of BCG and other than as set forth on SCHEDULE 3.8(A), no portion of the Assets is subject to street or utility easements or a condemnation or similar proceeding. The Assets consisting of owned personal property are subject to no liens or encumbrances except the security interests of record set forth on SCHEDULE 3.8(D), which Schedule is a copy of a Uniform Commercial Code ("UCC") search duly obtained by BCG in the last 30 days and which search shows security interests of record relating to such Assets in the State of Tennessee and the State of California. BCG agrees to remove all security interests relating to property interests of BCG included in the Assets reflected on such UCC search, if any, prior to the Closing (except those resulting from the Hospital Lease and those approved by Buyer in writing) and to remove any other security interests filed with respect to such Assets between the date of such UCC search and the date of Closing. SCHEDULE 3.8(E) describes all construction work, if any, which BCG or its predecessors have contracted for and which is presently in progress in respect of the Business, and also contains a good faith estimate, as of the date of this Agreement, of the cost to complete each such project.

Title to Properties and Related Matters. On (a) Schedule 3.18 contains a complete and correct list and description of all real property leased by any Buyer Group member (the Closing Date BCG will hold good"Buyer Leased Real Property"), valid in each case indicating the persons or entities from whom such property is being leased. The applicable Buyer Group member has good and marketable title toto all structures, plants, leasehold improvements, systems, fixtures and other property located on or leasehold interest in, all about any of the Assets free and clear of all title defectsBuyer Leased Real Property which it owns, liens, pledges, claims, charges, rights of first refusal (or other claims of interest), security interests or other encumbrances except as provided for reflected in the Hospital Lease Buyer Financials, free of any Encumbrances, and except (i) those matters set forth in SCHEDULE 3.8(A); (ii) unrecorded leases none of such material assets is subject to any agreement, arrangement or understanding for their use by any person other than the applicable Buyer Group member. Except as set forth in SCHEDULE 1.2(D); (iii) liens for current taxes and assessments; (iv) zoning and building lawsSchedule 3.18, ordinances, resolutions and regulations; (v) no work has been performed on or with respect to or in connection with any of the Buyer Leased Real Property that would cause such inchoate unfiled Buyer Leased Real Property to become subject to any mechanics', materialmen's, workmen's, repairmen's, carriers', workers', repairman's and other statutory liens, if any, which ' or similar liens do not in the aggregate exceed excess of $5,000 individually or $25,000 in amount; the aggregate. The structures, plants, improvements, systems and fixtures (viincluding, without limitation, storage tanks or other impoundment vessels, whether above or below ground) those matters located on each such parcel of Buyer Leased Real Property conform in all material respects with all Federal, state and local statutes and laws and, to the knowledge of Buyer, all ordinances, rules, regulations and similar governmental and regulatory requirements (except as set forth in the Schedule B, Part 1, Exceptions from Coverage shown on the title insurance commitment for Real Property issued by the Title Company (defined below3.18 hereto) and attached hereto as SCHEDULE 3.8(B)are in reasonable operating condition and repair, as the same may be revised following receipt ordinary wear and tear excepted, taking into consideration their respective ages and periods of a survey use. Each such parcel of each property but only to the extent that neither Seller nor BCG has created or caused any such mattersBuyer Leased Real Property, or has no knowledge of any such matters, or has disclosed them in this Agreement; (vii) rights-of-way, building or use restrictions, exceptions, variances, reservations or other limitations or matters affecting title to or use view of the Real Property (excluding any variance or nonconforming use known to either Seller or BCG but not disclosed in this Agreement) purposes for which do not materially impair the value of the Real Property or materially interfere with or impair the current use of the Real Property or any portion thereof it is currently used or for which title insurance coverage it is being proposed to be used pursuant to existing plans, conforms in all material respects with all covenants or restrictions of record and conforms in all material respects with all applicable building codes and zoning requirements, and current, valid certificates of occupancy (or equivalent governmental approvals) have been issued for each item of Buyer Leased Real Property; provided that, for purposes of this sentence, a "material" non-conformity shall be deemed to include, without limitation, any condition giving rise to liabilities, costs or expenses of $5,000 or more individually or $25,000 in the aggregate; and Buyer is not aware of any proposed material change in any such governmental or regulatory requirements or in any such zoning requirements. All existing electrical, plumbing, fire sprinkler, lighting, air conditioning, heating, ventilation, elevator and other mechanical systems located in or about the Buyer Leased Real Property are in reasonable operating condition and repair, ordinary wear and tear excepted, taking into consideration their respective ages and periods of use. The maintenance and operation of such items located in or about Buyer Leased Real Property is and has been conducted in compliance in all material respects with the terms and conditions of all leases to which a Buyer Group member is a party and all material maintenance or repair projects (which, for purposes hereof, shall be deemed to include any one or more items requiring expenditures by a Buyer Group member in excess of $5,000 for each item of Buyer Leased Real Property) required to be undertaken by a Buyer Group member under the terms of such leases within the first year following the Closing Date have been disclosed in Schedule 3.18. To the knowledge of Buyer; (viii) such , the applicable Buyer Group member has the benefit of all material easements, rights-of-wayway and similar rights necessary to conduct its businesses as presently conducted and to use the items of Buyer Leased Real Property as currently used, covenantsincluding, conditionswithout limitation, restrictionseasements and licenses for pipelines, reservationspower lines, limitations water lines, roadways and other encumbrances as do not materially interfere with access. All such easements and rights are valid, binding and in full force and effect, any amounts due and payable thereon to date have been paid or impair have been fully accrued for in the current use books and records of the Real Property applicable Buyer Group member, as applicable, neither the applicable Buyer Group member nor, to the knowledge of Buyer, any other party thereto is in default thereunder, and there exists no event or any portion thereof or materially impair condition affecting the value applicable Buyer Group member, or, to the knowledge of the Real PropertyBuyer, but only any other party thereto, which, with the passage of time or the giving of notice or both, would constitute a material default thereunder, which, for purposes hereof, shall be deemed to include, without limitation, any individual or series of defaults resulting in liabilities, costs or expenses of $10,000 or more individually or $25,000 in the extent that neither Seller aggregate. No such easement or right will be breached by, nor BCG has not created or caused will any such mattersparty thereto be given a right of termination as a result of, or has no knowledge of any such matters, or has disclosed them in the transactions contemplated by this Agreement, or to the extent they are disclosed as special exceptions in the title commitments provided to Buyer; and (ix) such minor defects, irregularities, encumbrances, easements, rights-of-way, encroachments and clouds on title as typically exist with respect to properties similar in character to such Real Property, are not caused by or through Seller or BCG after the date of this Agreement, and as do not (A) materially interfere with or impair the current use and operation or . No Buyer Group member currently owns any reasonably foreseeable future development or operation of the Real Property or any part thereof, or (B) materially impair BCG's title to such Real Property, or the value of the Real Property, any portion thereof or BCG's interest therein, or (C) prevent BCG from having good valid and marketable title to, or leasehold interest in, the Real Property, or (D) materially limits the scope or coverage of the Title Policy to be issued to Buyer (collectively "PERMITTED ENCUMBRANCES"). SCHEDULES 1.2(A) AND 1.2(D) include true and accurate descriptions of all Real Property owned or leased by BCG and all tangible personal property (excluding cash, property with an aggregate value in a non-material amount and the other Excluded Assets) leased by BCG and reflected on BCG's financial statements. Set forth on SCHEDULE 3.8(C) is a list of the most current title insurance policies, commitments or binders issued to either Seller or BCG with respect to any of the Real Property or any portion thereof, and true and accurate copies thereof have been supplied to Buyer. BCG is not aware of and has not received any notice from any governmental agency of any violation of any building, zoning or other law, ordinance or regulation in respect of such property or structures or their use by BCG. To the best knowledge of BCG and other than as set forth on SCHEDULE 3.8(A), no portion of the Assets is subject to street or utility easements or a condemnation or similar proceeding. The Assets consisting of owned personal property are subject to no liens or encumbrances except the security interests of record set forth on SCHEDULE 3.8(D), which Schedule is a copy of a Uniform Commercial Code ("UCC") search duly obtained by BCG in the last 30 days and which search shows security interests of record relating to such Assets in the State of Tennessee and the State of California. BCG agrees to remove all security interests relating to property interests of BCG included in the Assets reflected on such UCC search, if any, prior to the Closing (except those resulting from the Hospital Lease and those approved by Buyer in writing) and to remove any other security interests filed with respect to such Assets between the date of such UCC search and the date of Closing. SCHEDULE 3.8(E) describes all construction work, if any, which BCG or its predecessors have contracted for and which is presently in progress in respect of the Business, and also contains a good faith estimate, as of the date of this Agreement, of the cost to complete each such projectreal property.

Title to Properties and Related Matters. On the Closing Date BCG Seller will hold and convey to Buyer good, valid and marketable title to, or leasehold interest in, to all of the Assets free and clear of all title defects, liens, pledges, claims, charges, rights of first refusal (or other claims of interest), security interests or other encumbrances except as provided otherwise hereinafter provided. On the Closing Date, neither the Real Property owned by Seller nor designated in SCHEDULE 1.1(A) as a Real Property interest for in the Hospital Lease and which a Title Policies shall be obtained, will be subject to any recorded mortgages, deeds of trust, liens, encumbrances, easements, rights of way, claims, charges, equities, covenants, conditions, restrictions, reservations, limitations or other matters affecting such Real Property or Real Property interest except (i) those matters set forth in SCHEDULE 3.8(A); (ii) unrecorded leases as set forth in SCHEDULE 1.2(D1.1(D); (iii) liens for current taxes and assessments; (iv) zoning and building laws, ordinances, resolutions and regulations; (v) such inchoate unfiled mechanics', carriers', workers'workmen's, repairman's and other statutory liens, if any, which liens do not in the aggregate exceed $25,000 in amount; (vi) those matters set forth in Schedule B, Part 1, Exceptions from Coverage shown on the title insurance commitment for Real Property (Order No. 4- 62797DMS) issued by the Title Company (defined below) and attached hereto as SCHEDULE 3.8(B)dated November 21, 1997, as the same may be revised following receipt of a survey of each property but only to the extent that neither Seller nor BCG has not created or caused any such matters, or has no knowledge of any such matters, or has disclosed them in this Agreement; (vii) rights-of-way, building or use restrictions, exceptions, variances, reservations or other limitations or matters affecting title to or use of the Real Property (excluding any variance or nonconforming use known to either Seller or BCG but not disclosed in this Agreement) which do not materially impair the value of the Real Property or materially interfere with or impair the current use of the Real Property or any portion thereof or for which title insurance coverage is being provided to Buyer; (viii) such easements, rights-of-way, covenants, conditions, restrictions, reservations, limitations and other encumbrances as do not materially interfere with or impair the current use of the Real Property or any portion thereof or materially impair the value of the Real Property, but only to the extent that neither Seller nor BCG has not created or caused any such matters, or has no knowledge of any such matters, or has disclosed them in this Agreement, or to the extent they are disclosed as special exceptions in the title commitments provided to Buyer; and (ix) such minor defects, irregularities, encumbrances, easements, rights-of-way, encroachments and clouds on title as typically exist with respect to properties similar in character to such Real Property, are not caused by or through Seller or BCG after the date of this Agreement, and as do not (A) materially interfere with or impair the current use and operation or any reasonably foreseeable future development or operation of the Real Property or any part thereof, or (B) materially impair BCGSeller's title to such Real Property, or the value of the Real Property, any portion thereof or BCGSeller's interest therein, or (C) prevent BCG Seller from having good valid and marketable title to, or leasehold interest in, to the Real Property, or (D) materially limits limit the scope or coverage of the Title Policy Policies to be issued to Buyer (collectively "PERMITTED ENCUMBRANCES"). SCHEDULES 1.2(A) AND 1.2(D) include true and accurate descriptions of all Real Property owned or leased by BCG and all tangible personal property (excluding cash, property with an aggregate value in a non-material amount and the other Excluded Assets) leased by BCG and reflected on BCG's financial statements. Set forth on SCHEDULE 3.8(C) is a list of the most current title insurance policies, commitments or binders issued to either Seller or BCG with respect to any of the Real Property or any portion thereof, and true and accurate copies thereof have been supplied to Buyer. BCG is not aware of and has not received any notice from any governmental agency of any violation of any building, zoning or other law, ordinance or regulation in respect of such property or structures or their use by BCG. To the best knowledge of BCG and other than as set forth on SCHEDULE 3.8(A), no portion of the Assets is subject to street or utility easements or a condemnation or similar proceeding. The Assets consisting of owned personal property are subject to no liens or encumbrances except the security interests of record set forth on SCHEDULE 3.8(D), which Schedule is a copy of a Uniform Commercial Code ("UCC") search duly obtained by BCG in the last 30 days and which search shows security interests of record relating to such Assets in the State of Tennessee and the State of California. BCG agrees to remove all security interests relating to property interests of BCG included in the Assets reflected on such UCC search, if any, prior to the Closing (except those resulting from the Hospital Lease and those approved by Buyer in writing) and to remove any other security interests filed with respect to such Assets between the date of such UCC search and the date of Closing. SCHEDULE 3.8(E) describes all construction work, if any, which BCG or its predecessors have contracted for and which is presently in progress in respect of the Business, and also contains a good faith estimate, as of the date of this Agreement, of the cost to complete each such project.

Title to Properties and Related Matters. On the Closing Date BCG SCH will hold good, valid and marketable title to, or leasehold interest in, all of the Assets free and clear of all title defects, liens, pledges, claims, charges, rights of first refusal (or other claims of interest), security interests or other encumbrances except as provided for in the Hospital Lease and except (i) those matters set forth in SCHEDULE 3.8(A); (ii) unrecorded leases as set forth in SCHEDULE 1.2(D); (iii) liens for current taxes and assessments; (iv) zoning and building laws, ordinances, resolutions and regulations; (v) such inchoate unfiled mechanics', carriers', workers', repairman's and other statutory liens, if any, which liens do not in the aggregate exceed $25,000 in amount; (vi) those matters set forth in Schedule B, Part 1, Exceptions from Coverage shown on the title insurance commitment for Real Property issued by the Title Company (defined below) and attached hereto as SCHEDULE 3.8(B), as the same may be revised following receipt of a survey of each property but only to the extent that neither Seller nor BCG SCH has created or caused any such matters, or has no knowledge of any such matters, or has disclosed them in this Agreement; (vii) rights-of-way, building or use restrictions, exceptions, variances, reservations or other limitations or matters affecting title to or use of the Real Property (excluding any variance or nonconforming use known to either Seller or BCG SCH but not disclosed in this Agreement) which do not materially impair the value of the Real Property or materially interfere with or impair the current use of the Real Property or any portion thereof or for which title insurance coverage is being provided to Buyer; (viii) such easements, rights-of-way, covenants, conditions, restrictions, reservations, limitations and other encumbrances as do not materially interfere with or impair the current use of the Real Property or any portion thereof or materially impair the value of the Real Property, but only to the extent that neither Seller nor BCG SCH has not created or caused any such matters, or has no knowledge of any such matters, or has disclosed them in this Agreement, or to the extent they are disclosed as special exceptions in the title commitments provided to Buyer; and (ix) such minor defects, irregularities, encumbrances, easements, rights-of-way, encroachments and clouds on title as typically exist with respect to properties similar in character to such Real Property, are not caused by or through Seller or BCG SCH after the date of this Agreement, and as do not (A) materially interfere with or impair the current use and operation or any reasonably foreseeable future development or operation of the Real Property or any part thereof, or (B) materially impair BCGSCH's title to such Real Property, or the value of the Real Property, any portion thereof or BCGSCH's interest therein, or (C) prevent BCG SCH from having good valid and marketable title to, or leasehold interest in, the Real Property, or (D) materially limits the scope or coverage of the Title Policy to be issued to Buyer (collectively "PERMITTED ENCUMBRANCES"). SCHEDULES 1.2(A) AND 1.2(D) include true and accurate descriptions of all Real Property owned or leased by BCG SCH and all tangible personal property (excluding cash, property with an aggregate value in a non-material amount and the other Excluded Assets) leased by BCG SCH and reflected on BCGSCH's financial statements. Set forth on SCHEDULE 3.8(C) is a list of the most current title insurance policies, commitments or binders issued to either Seller or BCG SCH with respect to any of the Real Property or any portion thereof, and true and accurate copies thereof have been supplied to Buyer. BCG SCH is not aware of and has not received any notice from any governmental agency of any violation of any building, zoning or other law, ordinance or regulation in respect of such property or structures or their use by BCGSCH. To the best knowledge of BCG SCH and other than as set forth on SCHEDULE 3.8(A), no portion of the Assets is subject to street or utility easements or a condemnation or similar proceeding. The Assets consisting of owned personal property are subject to no liens or encumbrances except the security interests of record set forth on SCHEDULE 3.8(D), which Schedule is a copy of a Uniform Commercial Code ("UCC") search duly obtained by BCG SCH in the last 30 days and which search shows security interests of record relating to such Assets in the State of Tennessee Mississippi and the State of California. BCG SCH agrees to remove all security interests relating to property interests of BCG SCH included in the Assets reflected on such UCC search, if any, prior to the Closing (except those resulting from the Hospital Lease and those approved by Buyer in writing) and to remove any other security interests filed with respect to such Assets between the date of such UCC search and the date of Closing. SCHEDULE 3.8(E) describes all construction work, if any, which BCG SCH or its predecessors have contracted for and which is presently in progress in respect of the Business, and also contains a good faith estimate, as of the date of this Agreement, of the cost to complete each such project.