Common use of Title to Properties; Encumbrances Clause in Contracts

Title to Properties; Encumbrances. Each of the Parent and the Parent Subsidiaries has good and valid title to, or has valid leasehold interests in or valid rights under contract to use, all the tangible properties and assets which it purports to own or use, including, without limitation, all the tangible properties and assets reflected in the Parent Balance Sheet (except for properties and assets disposed of since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practice), in each case, free and clear of all title defects or objections, liens, claims, charges, security interests or other encumbrances of any nature whatsoever except, with respect to all such properties and assets, for (a) liens shown on the Parent Balance Sheet as securing specified liabilities or obligations and liens incurred in connection with the purchase of property and/or assets, if such purchase was effected after the date of the Parent Balance Sheet, with respect to which no default exists; (b) minor imperfections of title, if any, none of which are substantial in amount, materially detract from the value or impair the use of the property subject thereto, or impair the operations of the Parent or any Parent Subsidiary and which have arisen only in the ordinary course of business and consistent with past practice since the date of the Parent Balance Sheet; (c) liens for current taxes not yet due; and (d) such title defects or objections, liens, claims, charges, security interests or other encumbrances of any nature whatsoever, if any, as individually or in the aggregate could not reasonably be expected to have a Parent Material Adverse Effect.

Title to Properties; Encumbrances. Each of the Parent Borrower has good, valid and the Parent Subsidiaries has good and valid marketable title to, or has valid leasehold interests in or valid rights under contract to use, all the tangible properties and assets which it purports to own or use(real, personal and mixed, tangible and intangible), including, without limitation, all the tangible properties and assets reflected in the Parent Balance Sheet (except for Financial Statement and all the properties and assets disposed of purchased by Borrower since the date of the Parent Balance Sheet Financial Statement. Except as set forth in the ordinary course of business consistent with past practice)Financial Statement or reflected therein as a capital lease, in each case, all such properties and assets are free and clear of all title defects or objections, liens, claims, charges, security interests or other encumbrances of any nature whatsoever, including, without limitation, leases, chattel mortgages, conditional sales contracts, collateral security arrangements and other title or interest retention arrangements, and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations or limitations of any nature whatsoever except, with respect to all such properties and assets, for (a) liens shown on the Parent Balance Sheet Financial Statement as securing specified liabilities or obligations and liens incurred in connection with the purchase of property and/or assets, if such purchase was effected after the date of the Parent Balance SheetFinancial Statement, with respect to which no default exists; (b) minor imperfections of title, if any, none of which are is substantial in amount, materially detract from the value or impair the use of the property subject thereto, or impair the operations of the Parent or any Parent Subsidiary Borrower and which have arisen only in the ordinary course of business and consistent with past practice since the date of the Parent Balance SheetFinancial Statement; and (c) liens for current taxes not yet due; . With respect to the property and (d) assets it leases, Borrower is in compliance with such title defects or objectionsleases, and Borrower holds valid leasehold interests in such property and assets free of any liens, claims, charges, encumbrances and security interests or other encumbrances of any nature whatsoever, if any, as individually or in party other than the aggregate could not reasonably be expected to have a Parent Material Adverse Effectlessors of such property and assets.

Title to Properties; Encumbrances. Each of the Parent Borrower has good, valid and the Parent Subsidiaries has good and valid marketable title to, or has valid leasehold interests in or valid rights under contract to use, all the tangible properties and assets which it purports to own or use(real, personal and mixed, tangible and intangible), including, without limitation, all the tangible properties and assets reflected in the Parent Balance Sheet (except for Financial Statement and all the properties and assets disposed of purchased by Borrower since the date of the Parent Balance Sheet Financial Statement. Except as set forth in the ordinary course of business consistent with past practice)Financial Statement or reflected therein as a capital lease, in each case, all such properties and assets are free and clear of all title defects or objections, liens, claims, charges, security interests or other encumbrances of any nature whatsoever, including, without limitation, leases, chattel mortgages, conditional sales contracts, collateral security arrangements and other title or interest retention arrangements, and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations or limitations of any nature whatsoever except, with respect to all such properties and assets, for (a) liens shown on the Parent Balance Sheet Financial Statement as securing specified liabilities or obligations and liens incurred in connection with the purchase of property and/or assets, if such purchase was effected after the date of the Parent Balance SheetFinancial Statement, with respect to which no default exists; (b) minor imperfections of title, if any, none of which are is substantial in amount, materially detract detracts from the value or impair impairs the use of the property subject thereto, or impair impairs the operations of the Parent or any Parent Subsidiary Borrower and which have arisen only in the ordinary course of business and consistent with past practice since the date of the Parent Balance SheetFinancial Statement; and (c) liens for current taxes not yet due; . With respect to the property and (d) such title defects or objectionsassets it leases, liens, claims, charges, security interests or other encumbrances of any nature whatsoever, if any, as individually or Borrower is in the aggregate could not reasonably be expected to have a Parent Material Adverse Effect.compliance with such

Title to Properties; Encumbrances. Each Except as set forth in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2000, each of the Parent Company and the Parent Company Subsidiaries has good and valid title to, or has valid leasehold interests in or valid rights under contract to use, all the tangible properties and assets which it purports to own or use, including, without limitation, including all the tangible properties and assets reflected in the Parent Balance Sheet (except for properties and assets disposed of since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practice), in each case, free and clear of all title defects or objections, liens, claims, charges, security interests or other encumbrances of any nature whatsoever except, with respect to all such properties and assets, for (a) liens shown on the Parent Balance Sheet as securing specified liabilities or obligations and liens incurred in connection with the purchase of property and/or assets, if such purchase was effected after the date of the Parent Balance Sheet, with respect to which no default exists; (b) minor imperfections of title, if any, none of which are substantial in amount, materially detract from the value or impair the use of the property subject thereto, or impair the operations of the Parent Company or any Parent Company Subsidiary and which have arisen only in the ordinary course of business and consistent with past practice since the date of the Parent Balance Sheet; (c) liens for current taxes not yet due; and (d) such title defects defects, failure to have valid leasehold interest in, or objections, liens, claims, charges, security interests or other encumbrances of any nature whatsoever, if any, as individually or in the aggregate could not reasonably be expected to have a Parent Company Material Adverse Effect.

Title to Properties; Encumbrances. Each of the Parent --------------------------------- and the Parent Subsidiaries has good and valid title to, or has valid leasehold interests in or valid rights under contract to use, all the tangible properties and assets which it purports to own or use, including, without limitation, all the tangible properties and assets reflected in the Parent Balance Sheet (except for properties and assets disposed of since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practice), in each case, free and clear of all title defects or objections, liens, claims, charges, security interests or other encumbrances of any nature whatsoever except, with respect to all such properties and assets, for (a) liens shown on the Parent Balance Sheet as securing specified liabilities or obligations and liens incurred in connection with the purchase of property and/or assets, if such purchase was effected after the date of the Parent Balance Sheet, with respect to which no default exists; (b) minor imperfections of title, if any, none of which are substantial in amount, materially detract from the value or impair the use of the property subject thereto, or impair the operations of the Parent or any Parent Subsidiary and which have arisen only in the ordinary course of business and consistent with past practice since the date of the Parent Balance Sheet; (c) liens for current taxes not yet due; and (d) such title defects or objections, liens, claims, charges, security interests or other encumbrances of any nature whatsoever, if any, as individually or in the aggregate could not reasonably be expected to have a Parent Material Adverse Effect.

Title to Properties; Encumbrances. Each of the Parent (a) The Company and the Parent Subsidiaries has good have good, valid and valid marketable title to, or has valid leasehold interests in or valid rights under contract to use, all the tangible properties and assets which it purports they purport to own or use(real, includingpersonal and mixed), without limitation, and all the tangible properties and assets reflected in purchased by the Parent Balance Sheet (except for properties and assets disposed of Company or any Subsidiary since the date of the Parent December Balance Sheet Sheet, which subsequently acquired properties and assets (other than inventory) valued at over $100,000 are listed in Schedule 3.19(a) of the ordinary course of business consistent with past practice), in each case, Disclosure Schedule. All such properties and assets are free and clear of all mortgages, title defects or objections, liensLiens, claims, charges, security interests or other encumbrances including, without limitation, leases, chattel mortgages, conditional sales contracts, collateral security arrangements and other title or interest retention arrangements, and are not, in the case of real property, subject to any nature whatsoever rights of way, building use restrictions, exceptions, variances, reservations or limitations except, with respect to all such properties and assets, for (ai) liens Liens shown on the Parent December Balance Sheet as securing specified liabilities or obligations and liens incurred in connection with the purchase of property and/or assets, if such purchase was effected after the date of the Parent December Balance Sheet, with respect to which no default exists; (bii) minor imperfections of title, liens and easements, if any, none of which are substantial in amount, materially detract from the value or impair the use of the property subject thereto, or impair the operations of the Parent Company or any Parent Subsidiary the Subsidiaries and which have arisen only in the ordinary course of business and consistent with past practice since the date of the Parent December Balance Sheet; and (ciii) liens for current taxes not yet due; . The equipment of the Company and (d) such title defects the Subsidiaries is in good operating condition and repair and is adequate for the uses to which it is being put. At the Closing, the assets and properties of the Company and the Subsidiaries will include all of the assets and properties necessary for or objections, liens, claims, charges, security interests or other encumbrances of any nature whatsoever, if any, as individually or currently used in the aggregate could not reasonably be expected to have a Parent Material Adverse Effectconduct of the Business.

Title to Properties; Encumbrances. Each of the Parent Buyer and the Parent each of its Subsidiaries has good good, valid and valid marketable title to, or has valid leasehold interests in or valid rights under contract to use, all the tangible material properties and assets which it purports to own or use(real, includingpersonal and mixed, without limitationtangible and intangible) and which are reflected in the Balance Sheet, and all the tangible material properties and assets reflected in purchased by the Parent Buyer and its Subsidiaries since the Balance Sheet (except for properties and assets disposed of since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practice)Date, in each case, case are free and clear of all mortgages, title defects or objections, liens, claims, charges, security interests or other encumbrances of any nature whatsoever whatsoever, including leases, chattel mortgages, conditional sales contracts, collateral security arrangements and other title or interest retention arrangements, except, with respect to all such properties and assets, for : (ai) liens shown on the Parent Balance Sheet as securing specified liabilities or obligations and liens incurred in connection with the purchase of property and/or assets, if such purchase was effected after the date of the Parent Balance Sheetobligations, with respect to which no default exists; (bii) minor imperfections of title, if any, none of which are substantial in amount, materially detract from the value or impair the use of the property subject thereto, or impair the operations of the Parent Buyer or any Parent Subsidiary of its Subsidiaries and which have arisen only in the ordinary course of business and consistent with past practice since the date of the Parent Balance Sheet; and (ciii) liens for current taxes Taxes not yet due; due (collectively, “Permitted Liens”). The rights, properties and (d) such title defects other assets presently owned, leased or objectionslicensed by the Buyer and its Subsidiaries include all rights, liens, claims, charges, security interests or properties and other encumbrances of any nature whatsoever, if any, as individually or assets necessary to permit the Buyer and its Subsidiaries to conduct their businesses in all material respects in the aggregate could not reasonably be expected same manner as their businesses have been conducted prior to have a Parent Material Adverse Effectthe date hereof.

Title to Properties; Encumbrances. Each Except as set forth in the 2001 Form 10-K Draft, each of the Parent Company and the Parent Company Subsidiaries has good and valid title to, or has valid leasehold interests in or valid rights under contract to use, all the tangible properties and assets which it purports to own or use, including, without limitation, including all the tangible properties and assets reflected in the Parent Balance Sheet (except for properties and assets disposed of since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practice), in each case, free and clear of all title defects or objections, liens, claims, charges, security interests or other encumbrances of any nature whatsoever except, with respect to all such properties and assets, for (a) liens shown on the Parent Balance Sheet as securing specified liabilities or obligations and liens incurred in connection with the purchase of property and/or assets, if such purchase was effected after the date of the Parent Balance Sheet, with respect to which no default exists; (b) minor imperfections of title, if any, none of which are substantial in amount, materially detract from the value or impair the use of the property subject thereto, or impair the operations of the Parent Company or any Parent Company Subsidiary and which have arisen only in the ordinary course of business and consistent with past practice since the date of the Parent Balance Sheet; (c) liens for current taxes not yet due; and (d) such title defects defects, failure to have valid leasehold interest in, or objections, liens, claims, charges, security interests or other encumbrances of any nature whatsoever, if any, as individually or in the aggregate could not reasonably be expected to have a Parent Company Material Adverse Effect.

Title to Properties; Encumbrances. Each of the Parent The Company owns no real property. The Company has good, valid and the Parent Subsidiaries has good and valid marketable title to, or has valid leasehold interests in or valid rights under contract to use, all the tangible properties and assets which it purports to own or useown, including, without limitation, all the tangible properties and assets reflected in the Parent Balance Sheet (except for Sheet, and all the properties and assets disposed of purchased by the Company since the date of the Parent Balance Sheet Sheet, which subsequently acquired properties and assets (other than inventory) are listed in Section 4.22 of the ordinary course of business consistent with past practice), in each case, Company Disclosure Schedule. All such properties and assets are free and clear of all mortgages, title defects or objections, liensLiens, claims, charges, security interests or other encumbrances of any nature whatsoever including, without limitation, leases, chattel mortgages, conditional sales contracts, collateral security arrangements and other title or interest retention arrangements, and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations or limitations of any nature whatsoever except, with respect to all such properties and assets, for (a) liens shown on the Parent Balance Sheet as securing specified liabilities or obligations and liens incurred in connection with the purchase of property and/or assets, if such purchase was effected after the date of the Parent Balance Sheet, with respect to which no default exists; , (b) minor imperfections of title, if any, none of which are substantial in amount, materially detract from the value or impair the use of the property subject thereto, or impair the operations of the Parent or any Parent Subsidiary Company and which have arisen only in the ordinary course of business and consistent with past practice since the date of the Parent Balance Sheet; , and (c) liens for current taxes not yet due; and (d) such title defects or objections, liens, claims, charges, security interests or other encumbrances of any nature whatsoever, if any, as individually or in the aggregate could not reasonably be expected to have a Parent Material Adverse Effect.. Section 4.23

Title to Properties; Encumbrances. Each Aloha has and as of the Parent Closing will have good, valid and the Parent Subsidiaries has good and valid marketable title to, or has valid leasehold interests in or valid rights under contract to use, all the tangible properties and assets which it purports to own or useare reflected in its books and records as being owned, including, without limitation, all the tangible properties and assets reflected in the Parent Latest Balance Sheet, and all the properties and assets purchased by Aloha since the date of the Latest Balance Sheet including, without limitation, all the properties and assets which will be reflected in the Closing Statement (except for properties and assets disposed of since the date of the Parent Balance Sheet sold in the ordinary course of business consistent with past practicepractice since the date of the Latest Balance Sheet or as specifically contemplated by this Agreement). All such properties and assets are, in each caseor as of the Closing will be, free and clear of all title defects or objections, liens, claims, charges, security interests or other encumbrances of any nature whatsoever whatsoever, including, without limitation, leases, chattel mortgages, conditional sales contracts, collateral security arrangements and other title or interest retention arrangements, except, with respect to all such properties and assets, for (ai) liens shown on the Parent Latest Balance Sheet as securing specified liabilities or obligations and liens incurred in connection with the purchase of property and/or assets, if such purchase was effected after the date of the Parent Balance Sheetobligations, with respect to which no default exists; , (bii) minor imperfections of title, if any, none of which are substantial in amount, materially detract from the value or impair the use of the property subject thereto, thereto or impair the operations of the Parent or any Parent Subsidiary Aloha and which have arisen only in the ordinary course of business and consistent with past practice since the date of the Parent Balance Sheet; practice, and (ciii) liens for current taxes not yet due; . The rights, properties and (d) such title defects other assets presently owned, leased or objectionslicensed by Aloha and reflected in its books and records as being owned, liensleased or licensed include all rights, claims, charges, security interests or other encumbrances of any nature whatsoever, if any, as individually or properties and assets necessary to permit Aloha to conduct its business in all material respects in the aggregate could not reasonably be expected manner conducted prior to have a Parent Material Adverse Effectthe date hereof.

Title to Properties; Encumbrances. Each of the Parent The Company has good, valid and the Parent Subsidiaries has good and valid marketable title to, or has valid leasehold interests in or valid rights under contract to use, all the tangible properties and assets which it purports to own or use(real, personal and mixed, tangible and intangible), including, without limitation, all the tangible properties and assets reflected in the Parent Balance Sheet (except for Financial Statement and all the properties and assets disposed of purchased by the Company since the date of the Parent Balance Sheet Financial Statement, which subsequently acquired properties and assets (other than short-term investments and inventory) are listed in Section 2.7 of the ordinary course of business consistent with past practice), in each case, Disclosure Schedule. All such properties and assets are free and clear of all title defects or objections, liens, claims, charges, security interests or other encumbrances of any nature whatsoever, including, without limitation, leases, chattel mortgages, conditional sales contracts, collateral security arrangements and other title or interest retention arrangements, and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations or limitations of any nature whatsoever except, with respect to all such properties and assets, for (a) liens shown on the Parent Balance Sheet Financial Statement as securing specified liabilities or obligations and liens incurred in connection with the purchase of property and/or assets, if such purchase was effected after the date of the Parent Balance SheetFinancial Statement, with respect to which no default exists; (b) minor imperfections of title, if any, none of which are is substantial in amount, materially detract from the value or impair the use of the property subject thereto, or impair the operations of the Parent or any Parent Subsidiary Company and which have arisen only in the ordinary course of business and consistent with past practice since the date of the Parent Balance SheetFinancial Statement; and (c) liens for current taxes not yet due; and (d) such title defects or objections, liens, claims, charges, security interests or other encumbrances of any nature whatsoever, if any, as individually or in the aggregate could not reasonably be expected to have a Parent Material Adverse Effect.