Common use of Title to Real and Personal Property Clause in Contracts

Title to Real and Personal Property. Except as described in the Registration Statement, the Time of Sale Information and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described disclosed in the Registration Statement, the Time of Sale Information Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described in the Registration Statement, the Time of Sale Information Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described in the Registration Statement, the Time of Sale Information and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described in the Registration Statement, the Time of Sale Information Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries have (i) good and marketable title in fee simple to, or have valid rights leasehold interest to lease or otherwise use, all items of real property and (ii) good and marketable title to all personal property and assets owned by them that are material to the respective businesses business of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described would not reasonably be expected, individually or in the Registration Statementaggregate, the Time of Sale Information and the Prospectusto have a Material Adverse Effect, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets (other than intellectual property, which is subject to Section 3(v)) that are material to the respective businesses business of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) as otherwise described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or (ii) those that do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effectsubsidiaries.

Title to Real and Personal Property. Except as described in the Registration Statement, the Time of Sale Information Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expectedwould not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described in the Registration Statement, the Time of Sale Information and Pricing Disclosure Package or the Prospectus, the Company and its subsidiaries have has good and marketable title in fee simple (in the case of real property) to, or have has valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses business of the Company and its subsidiariesCompany, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described would not reasonably be expected, individually or in the Registration Statementaggregate, the Time of Sale Information and the Prospectusto have a Material Adverse Effect, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets (other than intellectual property, which is subject to Section 3(bb)) that are material to the respective businesses business of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) as otherwise described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or (ii) those that do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effectsubsidiaries.

Title to Real and Personal Property. Except as described in the Registration Statement, the Time of Sale Information and the Prospectus, the The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or are otherwise disclosed in the Registration Statement, Time of Sale Information and the Prospectus or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described would not reasonably be expected, individually or in the Registration Statementaggregate, the Time of Sale Information and the Prospectusto have a Material Adverse Effect, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets (other than intellectual property, which is subject to Section 3(z)) that are material to the respective businesses business of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) as otherwise described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or (ii) those that do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effectsubsidiaries.

Title to Real and Personal Property. Except as described in the Registration Statement, the Time of Sale Information and the Prospectus, the The Company and its subsidiaries Subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiariesSubsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (ia) do not materially interfere with the use made and proposed or to be made of such property by the Company and its subsidiaries Subsidiaries, (b) are disclosed in the Registration Statement, the General Disclosure Package and Prospectus or (iic) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described in the Registration Statement, the Time of Sale Information and the Prospectus, the The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case case, except as described in the Registration Statement, the Pricing Disclosure Package or the Prospectus, free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described in the Registration Statement, the Time of Sale Information and the Prospectus, the Company and its subsidiaries have good and marketable indefeasible title in fee simple toto all items of real property, and good title to all items of personal property, or in either case have valid rights to lease or otherwise use, all items of such real and or personal property that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described would not reasonably be expected, individually or in the Registration Statementaggregate, the Time of Sale Information and the Prospectusto have a Material Adverse Effect, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets (other than intellectual property, which is subject to Section 3(aa)) that are material to the respective businesses business of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) as otherwise described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or (ii) those that do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effectsubsidiaries.

Title to Real and Personal Property. Except as described in the Registration Statement, the Time of Sale Information Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries Subsidiaries have good and marketable title in fee simple to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiariesSubsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries Subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described in the Registration Statement, the Time of Sale Information and the Prospectus, the The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real property and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) are described in the Registration Statement, the Time of Sale Information and the Prospectus, (ii) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (iiiii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described in the Registration Statement, the Time of Sale Information Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described in the Registration Statement, the Time of Sale Information and Disclosure Package or the Prospectus, the Company and its subsidiaries have has good and marketable title in fee simple (in the case of real property) to, or have has valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses business of the Company and its subsidiariesCompany, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described in the Registration Statement, the Time of Sale Information Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described disclosed in the Registration Statement, the Time of Sale Information Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described would not reasonably be expected, individually or in the Registration Statementaggregate, the Time of Sale Information and the Prospectusto have a Material Adverse Effect, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets (other than intellectual property, which is subject to Section 3(w)) that are material to the respective businesses business of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) as otherwise described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or (ii) those that do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effectsubsidiaries.

Title to Real and Personal Property. Except as described in the Registration Statement, the Time of Sale Information Statement and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described in the Registration Statement, the Time of Sale Information and the Prospectus, the The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) are otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (ii) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (iiiii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described would not reasonably be expected, individually or in the Registration Statementaggregate, the Time of Sale Information and the Prospectusto have a Material Adverse Effect, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets (other than intellectual property, which is subject to Section 3(cc)) that are material to the respective businesses business of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) as otherwise described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or (ii) those that do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effectsubsidiaries.

Title to Real and Personal Property. Except as described otherwise disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective collective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described in the Registration Statement, the Time of Sale Information Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except Other than as described set forth in the Prospectus and the Registration Statement, the Time of Sale Information and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described in the Registration Statement, the Time of Sale Information General Disclosure Package and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple totitle, or have valid rights to lease or otherwise use, use all items of real and personal property and assets owned by them that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described disclosed in the Registration Statement, the Time of Sale Information and Statement or the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described in the Registration Statement, the Time of Sale Information and the Prospectus, the The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries subsidiaries, (ii) are disclosed in the Registration Statement, the Time of Sale Information or the Prospectus or (iiiii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described in the Registration Statement, the Time of Sale Information and the Prospectus, the The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiariessubsidiaries taken as a whole (other than with respect to Intellectual Property, title to which is addressed exclusively in subsection (u)), in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described in the Registration Statement, the Time of Sale Information and the Prospectus, the The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except such as are described in the Registration Statement, the Time of Sale Information and the Prospectus and except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described in the Registration Statement, the Time of Sale Information and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described in the Registration Statement, the Time of Sale Information Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries have has good and marketable title in fee simple (in the case of real property) to, or have valid rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiariesCompany, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described in the Registration Statement, the Time of Sale Information and the Prospectus, the The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) are described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (ii) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (iiiii) could not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect.

Title to Real and Personal Property. Except as described in each of the Registration Statement, the Time of Sale Information and the Prospectus, the Company Company, Parent and its each of their respective subsidiaries have has good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of the real and personal property that are material and the other assets reflected as owned in the financial statements referred to the respective businesses of the Company and its subsidiariesin Section 3(f) above, in each case free and clear of all liensany Liens, encumbrances, claims and defects and imperfections of title except those that such as (i) do not materially interfere with the use made and proposed to be made of such property by the Company and Parent or any of its subsidiaries or (ii) could not reasonably be expectedwould not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described in the Registration Statement, the Time of Sale Information Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described disclosed in the Registration Statement, the Time of Sale Information Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries the Significant Subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims encumbrances and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as otherwise described in the Registration Statement, the Time of Sale Information Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries the Controlled Entities have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiariesthe Controlled Entities, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries the Controlled Entities or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described set forth in the Registration Statement, the Time of Sale Information and Statement or the Prospectus, the Company and its subsidiaries Subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real property owned by them, good and valid title to all personal property described in the Registration Statement or Prospectus as being owned by them that are material to the respective businesses of the Company and its subsidiariesor such Subsidiary, in each case free and clear of all liens, encumbrancesencumbrances and claims, claims and defects and imperfections of title except those matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its subsidiaries Subsidiaries or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described in the Registration Statement, the Time of Sale Information Statement and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could would not reasonably be expectedexpected to, individually or in the aggregate, to have result in a Material Adverse EffectChange.

Title to Real and Personal Property. Except as described in the Registration Statement, the Time of Sale Information and the Prospectus, the The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material necessary to the respective businesses of the Company and its subsidiariessubsidiaries (other than with respect to Intellectual Property (defined below), title to which is addressed exclusively in subsection (w) below), in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described in the Registration Statement, the Time of Sale Information Statement and the Prospectus, as then amended or supplemented, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses business of the Company and its subsidiariessubsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described would not reasonably be expected, individually or in the Registration Statementaggregate, the Time of Sale Information and the Prospectusto have a Material Adverse Effect, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets (other than intellectual property, which is subject to Section 3(y)) that are material to the respective businesses business of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) as otherwise described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or (ii) those that do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effectsubsidiaries.

Title to Real and Personal Property. Except as described in the Registration Statement, the Time of Sale Information Statement and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses business of the Company and its subsidiariessubsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described in the Registration Statement, the Time of Sale Information and the Prospectus, the The Company and its subsidiaries have good and marketable title in fee simple to, or have valid mining tenements, mining rights, easements, rights of way, auxiliary rights or rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described disclosed in the Registration Statement, the Time of Sale Information Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries subsidiary have good and marketable title in fee simple (in the case of real property) to, or have valid rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiariessubsidiary, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries subsidiary or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described in the Registration Statement, the Time of Sale Information Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries have (i) leasehold interest to all real property and (ii) good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property and assets owned by them that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described in the Registration Statement, the Time of Sale Information and the Prospectus, the The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiariessubsidiaries (other than with respect to intellectual property, which is addressed exclusively in subsection (w) below), in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described disclosed in the Registration Statement, the Time of Sale Information and the ProspectusProspectuses, the Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described in the Registration Statement, the Prospectus and the Time of Sale Information and the ProspectusInformation, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have has valid rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses business of the Company and its subsidiariessubsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described disclosed in the Registration Statement, the Time of Sale Information Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described in the Registration Statement, the Time of Sale Information and the Prospectus, the The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiariessubsidiaries taken as a whole, in each case case, except as disclosed in the Registration Statement, free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described in the Registration Statement, the Time of Sale Information and the Prospectus, the The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property reflected in the financial statements included or incorporated by reference in the Registration Statement or described in the Registration Statement or the Prospectus that are material to the respective businesses of the Company and its subsidiariessubsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described in each of the Registration Statement, the Time of Sale Information Pricing Disclosure Package and the Prospectus, the Company and each of its subsidiaries have has good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of the real and personal property that are material and the other assets reflected as owned in the financial statements referred to the respective businesses of the Company and its subsidiariesin Section 3(f) above, in each case free and clear of all liensany Liens, encumbrances, claims and defects and imperfections of title except those that such as (i) do not materially interfere with the use made and proposed to be made of such property by the Company and or any of its subsidiaries or (ii) could not reasonably be expectedwould not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described in the Registration Statement, the Time of Sale Information and the Prospectus, the Company and its subsidiaries subsidiary have good and marketable title in fee simple (in the case of real property) to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiariessubsidiary, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries subsidiary or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described in the Registration Statement, the Time of Sale Information and the Prospectus, the The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus and except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expectedwould not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described in the Registration Statement, the Time of Sale Information Statement and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described in the Registration Statement, the Prospectus and the Time of Sale Information and the ProspectusInformation, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have has valid rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses business of the Company and its subsidiariessubsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described in each of the Registration Statement, the Time of Sale Information and the Prospectus, the Company Company, Parent and its each of their respective subsidiaries have has good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of the real and personal property that are material and the other assets reflected as owned in the financial statements referred to the respective businesses of the Company and its subsidiariesin Section 3(f) above, in each case free and clear of all liensany Liens, encumbrances, claims and defects and imperfections of title except those that such as (i) do not materially interfere with the use made and proposed to be made of such property by the Company and Parent or any of its subsidiaries or (ii) could not reasonably be expectedwould not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described in the Registration Statement, the Time of Sale Information and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described in the Registration Statement, the Time of Sale Information and the Prospectus, the The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) are described in the Registration Statement, the Pricing Disclosure Package or Prospectus, (ii) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (iiiii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described in the Registration Statement, the Time of Sale Information and the Prospectus, the The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) are described in the Prospectus (including the Loan Agreement and the Foreign Financings), (ii) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (iiiii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described in the Registration Statement, the Time of Sale Information and the Prospectus, the The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liensliens (except as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus), encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described in the Registration Statement, the Time of Sale Information and the Prospectus, the The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that such as (i) are described in the Pricing Disclosure Package and the Prospectus, (ii) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (iiiii) could not reasonably be expected, individually or in the aggregate, to have result in a Material Adverse Effect.

Title to Real and Personal Property. Except as described disclosed in the Registration Statement, the Time of Sale Information and the ProspectusOffering Memorandum, the Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, taken as a whole, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described in the Registration Statement, the Time of Sale Information and the Prospectus, the The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries subsidiaries, (ii) are described in loan agreements that have been filed as exhibits to filings with the Commission or (iiiii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described disclosed or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that for (i) those that do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) those could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described disclosed in the Registration Statement, the Prospectus and the Time of Sale Information and the ProspectusInformation, the Company and its subsidiaries subsidiary have good and marketable title in fee simple (in the case of real property) to, or have valid rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiariessubsidiary, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries subsidiary or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described in the Registration Statement, the Time of Sale Information The Company and the Prospectus, the Company its subsidiaries and Keystone and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries and Keystone and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or Keystone or its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described would not reasonably be expected, individually or in the Registration Statementaggregate, the Time of Sale Information and the Prospectusto have a Material Adverse Effect, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets (other than intellectual property, which is subject to Section [3(bb)] that are material to the respective businesses business of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) as otherwise described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or (ii) those that do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effectsubsidiaries.

Title to Real and Personal Property. Except as described in each of the Registration Statement, the Time of Sale Information and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses business of the Company and its subsidiaries, taken as a whole, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described set forth in the Registration Statement, the Time of Sale Information and Statement or the Prospectus, the Company and its subsidiaries Subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real property owned by them, good and valid title to all personal property described in the Registration Statement or Prospectus as being owned by them that are material to the respective businesses of the Company and its subsidiariesSubsidiaries, in each case free and clear of all liens, encumbrancesencumbrances and claims, claims and defects and imperfections of title except those matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its subsidiaries Subsidiaries or (ii) could not reasonably be expectedwould not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described would not reasonably be expected, individually or in the Registration Statementaggregate, the Time of Sale Information and the Prospectusto have a Material Adverse Effect, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets (other than intellectual property, which is subject to Section 3(x)) that are material to the respective businesses business of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) as otherwise described in the Registration Statement, the General Disclosure Package and the Prospectus, or (ii) those that do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effectsubsidiaries.

Title to Real and Personal Property. Except as described in the Registration Statement, the Time of Sale Information Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries subsidiary have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiariessubsidiary, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries subsidiary or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described in the Registration Statement, the Time of Sale Information and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property (other than Intellectual Property, which is covered by Section 3(r) hereof) that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material and necessary to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described in or expressly contemplated by the Registration Statement, the Time of Sale Information and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to each of the respective businesses of the Company and its subsidiariessubsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described in the Registration Statement, the Time of Sale Information and the Prospectus, the The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except such as are described in the Registration Statement, the Time of Sale Information and the Prospectus and except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described in the Registration Statement, the Time of Sale Information Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property (other than Intellectual Property, which is covered by Section 3(t) hereof) that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described disclosed in the Registration Statement, the Time of Sale Information and the ProspectusProspectuses, the Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described disclosed in the Registration Statement, the Time of Sale Information Statement and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expectedwould not, individually or in the aggregate, reasonably be expected, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described in each of the Registration Statement, the Time of Sale Information and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company taken as a whole and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described in the Registration Statement, the Time of Sale Information Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses business of the Company and its subsidiariessubsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described in the Registration StatementThe Company, the Time of Sale Information its subsidiaries and the Prospectus, the Acquired Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses business of the Company, its subsidiaries and the Acquired Company and its subsidiariestaken as a whole, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and Company, its subsidiaries and the Acquired Company or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described in the Registration Statement, Statement or the Time of Sale Information and the ProspectusProspectuses, the Company and its subsidiaries have good and marketable marketable, in the case of real property, and valid, in the case of personal property, title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described in the Registration Statement, the Time of Sale Information and the Prospectus, the The Company and its subsidiaries have good and marketable title in fee simple to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those as otherwise described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described in the Registration Statement, the Time of Sale Information and the Prospectus, the The Company and its subsidiaries have good and marketable title in fee simple to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) are described in the Registration Statement and the Prospectus, (ii) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (iiiii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described in the Registration Statement, the Time of Sale Information Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiariessubsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described in the Registration Statement, the Time of Sale Information and the Prospectus, the The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid rights to lease or otherwise use, all items of real and tangible personal property that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) are described in the Registration Statement, the Pricing Disclosure Package or Prospectus, (ii) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (iiiii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described set forth in the Registration Statement, the Time of Sale Information and Statement or the Prospectus, the Company and its subsidiaries Subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real property owned by them, good and valid title to all personal property described in the Registration Statement or Prospectus as being owned by them that are material to the respective businesses of the Company and its subsidiariesSubsidiaries, in each case free and clear of all liens, encumbrancesencumbrances and claims, claims and defects and imperfections of title except those matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its subsidiaries Subsidiaries or (ii) could not reasonably be expectedwould not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectChange.

Title to Real and Personal Property. Except as described disclosed in the Registration Statement, the Time of Sale Information Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property, if any) to, or have valid rights to lease or otherwise use, all items of real and tangible personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as described in the Registration Statement, the Time of Sale Information and the Prospectus, the The Company and its significant subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its significant subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) are described in the Registration Statement and the Prospectus, (ii) do not materially interfere with the use made and proposed to be made of such property by the Company and its significant subsidiaries or (iiiii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.