Common use of Title to Property and Assets; Leases Clause in Contracts

Title to Property and Assets; Leases. Except as set forth on Schedule 3.15, each of the Company and its Subsidiaries has good and marketable title, free and clear of all Liens to all of its assets, including all real property and interests in real property owned in fee simple by the Company and its Subsidiaries and all real property leased, subleased or otherwise occupied by the Company and its Subsidiaries and any assets and properties which it purports to own, except (i) Liens for taxes not yet due and payable and (ii) Liens that do not interfere with the use, utility or value of such assets in any material respect. All leases to which the Company or any of its Subsidiaries is a party (collectively, the “Leases”) are valid and binding and in full force and effect in accordance with their respective terms on the Company and its Subsidiaries and, to the knowledge of the Company, with respect to each other party to any such Leases, except, in each case, subject to Equitable Principles. No material default (or event which, with the giving of notice or passage of time, or both, would constitute a material default) by the Company or any of its Subsidiaries, or to the knowledge of the Company by any other party thereto, has occurred and is continuing under the Leases. The Company and its Subsidiaries enjoy a peaceful and undisturbed possession under all such Leases to which any of them is a party as lessee. With respect to each Lease, to the knowledge of the Company, either (a) such Lease is not subject or subordinate to any mortgage, deed of trust or other lien which has priority over such Lease, or (b) the holder of any such lien has entered into a valid, binding and enforceable nondisturbance agreement in favor of the lessee pursuant to which the Lease cannot be extinguished or terminated by reason of any foreclosure or other acquisition of title by such holder if the lessee thereunder is not in default under the Lease as of the date of acquisition of title. As used herein, the term “Lease” shall also include subleases or other occupancy agreements (and any amendments thereto) and the term “lessee” shall also include any sublessee or other occupant. Neither the Company nor any of its Subsidiaries own any real property.

Title to Property and Assets; Leases. Except as set forth on Schedule 3.15, each of the Company and its Subsidiaries has good and marketable title, free and clear of all Liens to all of its assets, including all real property and interests in real property owned in fee simple by the Company and its Subsidiaries and all real property leased, subleased or otherwise occupied by the Company and its Subsidiaries and any assets and properties which it purports to own, except (i) Liens for taxes not yet due and payable and (ii) Liens that do not interfere with the use, utility or value of such assets in any material respect. All leases to which the Company or any of its Subsidiaries is a party (collectively, the “Leases”) are valid and binding and in full force and effect in accordance with their respective terms on the Company and its Subsidiaries and, to the knowledge of the Company, with respect to each other party to any such Leases, except, in each case, subject to Equitable Principles. No material default (or event which, with the giving of notice or passage of time, or both, would constitute a material default) by the Company or any of its Subsidiaries, or to the knowledge of the Company by any other party thereto, has occurred and is continuing under the Leases. The Company and its Subsidiaries enjoy a peaceful and undisturbed possession under all such Leases to which any of them is a party as lessee. With respect to each Lease, to the knowledge of the Company, either (a) such Lease is not subject or subordinate to any mortgage, deed of trust or other lien which has priority over such Lease, or (b) the holder of any such lien has entered into a valid, binding and enforceable nondisturbance agreement in favor of the lessee pursuant to which the Lease cannot be extinguished or terminated by reason of any foreclosure or other acquisition of title by such holder if the lessee thereunder is not in default under the Lease as of the date of acquisition of title. As used herein, the term “Lease” shall also include subleases or other occupancy agreements (and any amendments thereto) and the term “lessee” shall also include any sublessee or other occupant. Neither the Company nor any of its Subsidiaries own any real property.term

Title to Property and Assets; Leases. Except as set forth on Schedule 3.15, each of the The Company and each Subsidiary owns its Subsidiaries has good property and marketable title, assets free and clear of all Liens mortgages, liens and encumbrances, except such encumbrances and liens which arise in the ordinary course of business and do not materially impair the Company's or such Subsidiary's ownership, or use of such property or assets or the Company's or such Subsidiary's ability to all obtain financing by using such property as collateral. To the Company's and each Subsidiary's knowledge, there are no condemnation, environmental, zoning or other land use regulation proceedings, either instituted or planned to be instituted, which would adversely affect the use or operation of its assetsthe Company's or any Subsidiary's properties and assets for their respective intended uses and purposes, including all real property or the value of such properties, and interests in real property owned in fee simple by the Company and its Subsidiaries each Subsidiary has not received notice of any special assessment proceedings which would affect such properties and all real assets. With respect to the property leasedand assets it leases, subleased or otherwise occupied by the Company and its Subsidiaries each Subsidiary is in compliance with such leases and, to the Company's and each Subsidiary's knowledge, holds a valid leasehold interest free of any assets liens, claims or encumbrances. The Company's and properties which it purports to own, except (i) Liens for taxes not yet due and payable and (ii) Liens that do not interfere with the use, utility or value each Subsidiary's possession of such assets property has not been disturbed and, to the Company's and each Subsidiary's knowledge, no claim has been asserted against the Company or any Subsidiary adverse to its rights in any material respectsuch leasehold interests. All leases Each lease or agreement to which the Company or any of its Subsidiaries Subsidiary is a party (collectivelyunder which it is a lessee of any property, the “Leases”) are real or personal, is a valid and binding and in full force and effect in accordance with their respective terms on subsisting agreement of the Company or such Subsidiary, duly authorized and its Subsidiaries entered into by the Company or such Subsidiary, without any material default of the Company or any Subsidiary thereunder and, to the knowledge Company's and each Subsidiary's knowledge, without any default thereunder of the Company, with respect to each any other party to any such Leases, except, in each case, subject to Equitable Principlesthereto. No material default (or event has occurred and is continuing which, with the giving of due notice or passage lapse of time, time or both, would constitute a material default) default or event of default by the Company or any of its SubsidiariesSubsidiary under any such lease or agreement or, or to the knowledge of the Company Company's or any Subsidiary's knowledge, by any other party thereto, has occurred and is continuing under the Leases. The tangible assets of the Company and its Subsidiaries enjoy a peaceful and undisturbed possession under all such Leases to which any of them is a party each Subsidiary are located at the premises as lessee. With respect to each Lease, to the knowledge of the Company, either (a) such Lease is not subject or subordinate to any mortgage, deed of trust or other lien which has priority over such Lease, or (b) the holder of any such lien has entered into a valid, binding and enforceable nondisturbance agreement set forth in favor of the lessee pursuant to which the Lease cannot be extinguished or terminated by reason of any foreclosure or other acquisition of title by such holder if the lessee thereunder is not in default under the Lease as of the date of acquisition of title. As used herein, the term “Lease” shall also include subleases or other occupancy agreements (and any amendments thereto) and the term “lessee” shall also include any sublessee or other occupant. Neither the Company nor any of its Subsidiaries own any real propertySchedule 2.13.

Title to Property and Assets; Leases. Except as set forth on Schedule 3.15, each of the Company and its Subsidiaries has good and marketable title, free and clear of all Liens to all of its assets, including all real property and interests in real property owned in fee simple by the Company and its Subsidiaries and all real property leased, subleased or otherwise occupied by the Company and its Subsidiaries and any assets and properties which it purports to own, except (i) Liens for taxes not yet due and payable and (ii) Liens that do not interfere with the use, utility or value of such assets in any material respect. All leases to which the Company or any of its Subsidiaries is a party (collectively, the “"Leases”") are valid and binding and in full force and effect in accordance with their respective terms on the Company and its Subsidiaries and, to the knowledge of the Company, with respect to each other party to any such Leases, except, in each case, subject to Equitable Principles. No material default (or event which, with the giving of notice or passage of time, or both, would constitute a material default) by the Company or any of its Subsidiaries, or to the knowledge of the Company by any other party thereto, has occurred and is continuing under the Leases. The Company and its Subsidiaries enjoy a peaceful and undisturbed possession under all such Leases to which any of them is a party as lessee. With respect to each Lease, to the knowledge of the Company, either (a) such Lease is not subject or subordinate to any mortgage, deed of trust or other lien which has priority over such Lease, or (b) the holder of any such lien has entered into a valid, binding and enforceable nondisturbance agreement in favor of the lessee pursuant to which the Lease cannot be extinguished or terminated by reason of any foreclosure or other acquisition of title by such holder if the lessee thereunder is not in default under the Lease as of the date of acquisition of title. As used herein, the term “"Lease” " shall also include subleases or other occupancy agreements (and any amendments thereto) and the term “"lessee” " shall also include any sublessee or other occupant. Neither the Company nor any of its Subsidiaries own any real property.

Title to Property and Assets; Leases. Except as set forth on Schedule 3.15, each of the The Company and each Subsidiary owns its Subsidiaries has good property and marketable title, assets free and clear of all Liens mortgages, liens and encumbrances, except such encumbrances and liens which arise in the ordinary course of business and do not materially impair the Company's or such Subsidiary's ownership or use of such property or assets or the Company's or such Subsidiary's ability to all obtain financing by using such property as collateral. To the Company's and each Subsidiary's knowledge, there are no condemnation, environmental, zoning or other land use regulation proceedings, either instituted or planned to be instituted, which would adversely affect the use or operation of its assetsthe Company's or any Subsidiary's properties and assets for their respective intended uses and purposes, including all real property or the value of such properties, and interests in real property owned in fee simple by the Company and its Subsidiaries each Subsidiary has not received notice of any special assessment proceedings which would affect such properties and all real assets. With respect to the property leasedand assets it leases, subleased or otherwise occupied by the Company and its Subsidiaries each Subsidiary is in compliance with such leases and, to the Company's and each Subsidiary's knowledge, holds a valid leasehold interest free of any assets liens, claims or encumbrances. The Company's and properties which it purports to own, except (i) Liens for taxes not yet due and payable and (ii) Liens that do not interfere with the use, utility or value each Subsidiary's possession of such assets property has not been disturbed and, to the Company's and each Subsidiary's knowledge, no claim has been asserted against the Company or any Subsidiary adverse to its rights in any material respectsuch leasehold interests. All leases Each lease or agreement to which the Company or any of its Subsidiaries Subsidiary is a party (collectivelyunder which it is a lessee of any property, the “Leases”) are real or personal, is a valid and binding and in full force and effect in accordance with their respective terms on subsisting agreement of the Company or such Subsidiary, duly authorized and its Subsidiaries entered into by the Company or such Subsidiary, without any material default of the Company or any Subsidiary thereunder and, to the knowledge Company's and each Subsidiary's knowledge, without any default thereunder of the Company, with respect to each any other party to any such Leases, except, in each case, subject to Equitable Principlesthereto. No material default (or event has occurred and is continuing which, with the giving of due notice or passage lapse of time, time or both, would constitute a material default) default or event of default by the Company or any of its SubsidiariesSubsidiary under any such lease or agreement or, or to the knowledge of the Company Company's or any Subsidiary's knowledge, by any other party thereto, has occurred and is continuing under the Leases. The tangible assets of the Company and its Subsidiaries enjoy a peaceful and undisturbed possession under all such Leases to which any of them is a party each Subsidiary are located at the premises as lessee. With respect to each Lease, to the knowledge of the Company, either (a) such Lease is not subject or subordinate to any mortgage, deed of trust or other lien which has priority over such Lease, or (b) the holder of any such lien has entered into a valid, binding and enforceable nondisturbance agreement set forth in favor of the lessee pursuant to which the Lease cannot be extinguished or terminated by reason of any foreclosure or other acquisition of title by such holder if the lessee thereunder is not in default under the Lease as of the date of acquisition of title. As used herein, the term “Lease” shall also include subleases or other occupancy agreements (and any amendments thereto) and the term “lessee” shall also include any sublessee or other occupant. Neither the Company nor any of its Subsidiaries own any real propertySchedule 2.13.

Title to Property and Assets; Leases. Except as set forth on Schedule 3.15, each Each of the Company and its Subsidiaries has good and marketable title, free and clear of all Liens to all of its assets, including all real property and interests in real property owned in fee simple by the Company and its Subsidiaries and all real property leased, subleased or otherwise occupied by the Company and its Subsidiaries and any assets and properties which it purports to ownSubsidiaries, except (i) Liens for taxes not yet due and payable and (ii) Liens that do not interfere with the use (or contemplated use), utility or value of such assets in any material respect. All leases to which the Company or any of its Subsidiaries is a party (collectively, the “"Leases”") are valid and binding and in full force and effect in accordance with their respective terms on the Company effect, and its Subsidiaries and, to the knowledge of the Company, with respect to each other party to any such Leases, except, in each case, subject to Equitable Principles. No no material default (or event which, with the giving of notice or passage of time, or both, would constitute a material default) by the Company or any of its Subsidiaries, or to the knowledge of the Company by any other party thereto, has occurred and or is continuing under the Leasesthereunder. The Company and its Subsidiaries enjoy a peaceful and undisturbed possession under all such Leases to which any of them is a party as lesseelessee with such exceptions as do not materially interfere with the use made by the Company or such Subsidiary. The Company or its applicable Subsidiary have exercised within the time prescribed in each Lease any option provided therein to extend or renew the term thereof. With respect to each Lease, to the knowledge of the Company, Lease either (a) such Lease is not subject or subordinate to any mortgage, deed of trust or other lien which has priority over such Lease, or (b) the holder of any such lien has entered into a valid, binding and enforceable nondisturbance agreement in favor of the lessee pursuant to which the Lease cannot be extinguished or terminated by reason of any foreclosure or other acquisition of title by such holder if the lessee thereunder is not in default under the Lease as of the date of acquisition of title. As used herein, the term “"Lease” " shall also include subleases or other occupancy agreements (and any amendments thereto) and agreements, the term “"lessee” " shall also include any sublessee or other occupant. Neither the Company nor any of its Subsidiaries own any real property.