Common use of Title to Properties; Encumbrances Clause in Contracts

Title to Properties; Encumbrances. The Company and each of its Subsidiaries has good, valid and marketable title to (i) all of its material tangible properties and assets (real and personal), including, without limitation, all the properties and assets reflected in the consolidated balance sheet as of December 31, 1996 except as indicated in the notes thereto and except for properties and assets reflected in the consolidated balance sheet as of December 31, 1996 which have been sold or otherwise disposed of in the ordinary course of business after such date and except where the failure to have such good, valid and marketable title would not have a material adverse effect on the Condition of the Company and its Subsidiaries taken as a whole, and (ii) all the tangible properties and assets purchased by the Company and any of its Subsidiaries since December 31, 1996 except for such properties and assets which have been sold or otherwise disposed of in the ordinary course of business and except where the failure to have such good, valid and marketable title would not have a material adverse effect on the Condition of the Company and its Subsidiaries taken as a whole; in each case subject to no encumbrance, lien, charge or other restriction of any kind or character, except for (1) liens reflected in the consolidated balance sheet as of December 31, 1996, (2) liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or impair the use of, such property by the Company or any of its Subsidiaries in the operation of its respective business, (3) liens for current taxes, assessments or governmental charges or levies on property not yet due and delinquent and (4) such encumbrances, liens, charges or other restrictions which would not have a material adverse effect on the Condition of the Company and its Subsidiaries taken as a whole.

Title to Properties; Encumbrances. The Company and each of its Subsidiaries has good, valid and marketable title to to, or, in the case of leased properties and assets, valid leasehold interests in, (i) all of its material tangible properties and assets (real and personal), including, without limitation, all the properties and assets reflected in the consolidated balance sheet as of December 31, 1996 1998 contained in the Commission Filings, except as indicated in the notes thereto and except for properties and assets reflected in the consolidated balance sheet as of December 31, 1996 1998 contained in the Commission Filings which have been sold or otherwise disposed of in the ordinary course of business after such date and except where the failure to have such good, valid and marketable title would could not reasonably be expected to have a material adverse effect Material Adverse Effect on the Condition of the Company and its Subsidiaries taken as a wholeCompany, and (ii) all the tangible properties and assets purchased by the Company and any of its Subsidiaries since December 31, 1996 1998, except for such properties and assets which have been sold or otherwise disposed of in the ordinary course of business and except where the failure to have such good, valid and marketable title would could not reasonably be expected to have a material adverse effect Material Adverse Effect on the Condition of the Company and its Subsidiaries taken as a wholeCompany; in each case subject to no encumbrance, lien, charge or other restriction of any kind or character, except for (1A) liens reflected in the consolidated balance sheet as of December 31, 19961998 contained in the Commission Filings, (2B) liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or impair the use of, such property by the Company or any of its Subsidiaries in the operation of its respective business, (3C) liens for current taxes, assessments or governmental charges or levies on property not yet due and delinquent and (4D) such encumbrances, liens, charges or other restrictions which would could not reasonably be expected to have a material adverse effect Material Adverse Effect on the Condition of the Company and its Subsidiaries taken as a wholeCompany.

Title to Properties; Encumbrances. The Company and each of its Subsidiaries has Significant Subsidiary have good, valid and marketable title to to, or, in the case of leased properties and assets, valid leasehold interests in, (i) all of its the material tangible properties and assets (real and personal), including, without limitation, all the properties and assets ) reflected in the consolidated balance sheet of Company as of December 31, 1996 2001, included in the 2001 Form 10-K, except as indicated in the notes thereto and except for properties and assets reflected in the consolidated balance sheet as of December 31, 1996 which that have been sold or otherwise disposed of in the ordinary course of business after such date date, and except where the failure to have such good, valid and marketable title or valid leasehold interest does not have, and would not have reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Condition of the Company and its Subsidiaries taken as a wholeMaterial Adverse Effect, and (ii) all of the material tangible properties and assets purchased acquired by the Company and any of its Subsidiaries Significant Subsidiary since December 31, 1996 2001 and not otherwise disposed of, in each case, free and clear of all Liens, except for (A) Liens reflected or reserved against in the 2001 Form 10-K, (B) Liens listed or described in the title reports relating to such properties and assets which have been sold properties, (C) mechanics', carriers', workers', repairmen's or otherwise disposed of other Liens arising or incurred in the ordinary course of business business, (D) Liens for Taxes, assessments and except where the failure to have such goodother similar governmental charges which are not due and payable or which may thereafter be paid without penalty, valid (E) easements, covenants, zoning, land use, rights-of-way, and marketable title would not have a material adverse effect on the Condition of the Company and its Subsidiaries taken as a whole; in each case subject to no encumbrance, lien, charge other encumbrances or other restriction of any kind or character, except for (1) liens reflected in the consolidated balance sheet as of December 31, 1996, (2) liens consisting of zoning or planning restrictions, easements, permits restrictions and other restrictions or limitations on the use imperfections of real property or irregularities in title thereto which do not materially detract from the value of, or impair the marketability or the continued use ofof the property subject thereto as presently conducted, and (F) such property by the Company Liens that do not have, and would not reasonably be expected to have, individually or any of its Subsidiaries in the operation of its respective businessaggregate, (3) liens for current taxes, assessments or governmental charges or levies on property not yet due and delinquent and (4) such encumbrances, liens, charges or other restrictions which would not have a material adverse effect on the Condition of the Company and its Subsidiaries taken as a wholeMaterial Adverse Effect.

Title to Properties; Encumbrances. The Except as disclosed in Section 4.9 of the Company Disclosure Letter, the Company and each of its Significant Subsidiaries has good, valid and marketable title to (i) to, or, in the case of leased properties, valid leasehold interests in all of its material tangible properties and assets (real and personal), including, without limitation, all the properties and assets reflected in the consolidated balance sheet as of December 31, 1996 except as indicated in the notes thereto and except for properties and assets reflected in the consolidated balance sheet as of December 31, 1996 which have been sold or otherwise disposed of in the ordinary course of business after such date and except where the failure to have such good, valid and marketable title would could not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the Condition of the Company and its Subsidiaries taken as a whole, and (ii) all the tangible properties and assets purchased by the Company and any of its Subsidiaries since December 31, 1996 except for such properties and assets which have been sold or otherwise disposed of in the ordinary course of business and except where the failure to have such good, valid and marketable title would not have a material adverse effect on the Condition of the Company and its Subsidiaries taken as a wholeMaterial Adverse Effect; in each case subject to no encumbrance, lien, charge or other restriction of any kind or characterLiens, except for (1A) liens Liens reflected in the consolidated balance sheet as of December 31September 30, 19961999, (2B) liens Liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or impair the use of, such property by the Company or any of its Significant Subsidiaries in the operation of its respective business, (3C) liens Liens for current taxesTaxes, assessments or governmental charges or levies on property not yet due and delinquent and (4D) such encumbrancesLiens which could not reasonably be expected to, liensindividually or in the aggregate, charges or other restrictions which would not have a material adverse effect on Company Material Adverse Effect. Except as could not reasonably be expected to, individually or in the Condition of aggregate, have a Company Material Adverse Effect, (i) the Company and each of its Significant Subsidiaries taken as are in compliance with the terms of all leases of tangible properties to which they are a wholeparty and under which they are in occupancy, and all such leases are in full force and effect and (ii) the Company and each Significant Subsidiary enjoys peaceful and undisturbed possession under all such leases.

Title to Properties; Encumbrances. The Company and each of its Subsidiaries subsidiaries has good, valid and marketable title to (i) all of its material tangible properties and assets (real and personal), including, without limitation, all the properties and assets reflected in the consolidated balance sheet as of December 31, 1996 1997 except as indicated in the notes thereto and except for properties and assets reflected in the consolidated balance sheet as of December March 31, 1996 1997 which have been sold or otherwise disposed of in the ordinary course of business consistent with past practice after such date and except where the failure to have such good, valid and marketable title would not have a material adverse effect on the Condition of the Company and its Subsidiaries taken as a wholedate, and (ii) all the material tangible properties and assets purchased by the Company and any of its Subsidiaries subsidiaries since December March 31, 1996 1997 except for such properties and assets which have been sold or otherwise disposed of in the ordinary course of business and except where the failure to have such good, valid and marketable title would not have a material adverse effect on the Condition of the Company and its Subsidiaries taken as a wholeconsistent with past practice; in each case subject to no encumbrance, lien, charge or other restriction of any kind or characterEncumbrance, except for (1) liens reflected Encumbrances set forth in the consolidated balance sheet as of December March 31, 19961997 (including the notes thereto) or as set forth in Section 3.01(g) of the Company Disclosure Letter, (2) liens Encumbrances consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or impair the use of, such property by the Company or any of its Subsidiaries subsidiaries in the operation of its respective business, (3) statutory liens or liens of landlords, carriers, warehousemen, mechanics, suppliers, materialmen or repairmen arising in the ordinary course of business, (4) Encumbrances for current taxes, assessments or governmental charges or levies on property not yet due and delinquent and (45) such encumbrancesEncumbrances as, liensindividually or in the aggregate, charges or other restrictions which would not be reasonably expected to have a material adverse effect on the Condition of the Company and its Subsidiaries subsidiaries taken as a whole. All of the material properties and assets of the Company and its subsidiaries are in good working order, normal wear and tear excepted and are suitable for their current uses in their respective businesses.

Title to Properties; Encumbrances. The Except as set forth in Section 3.01(g) of the Company's disclosure letter, the Company and each of its Subsidiaries has good, good and valid and marketable title to (i) all of its material tangible properties and assets (real and personal), including, without limitation, all the material properties and assets (real and personal) reflected in the consolidated balance sheet as of December 31, 1996 Balance Sheet except as indicated in the notes thereto and except for properties and assets reflected in the consolidated balance sheet as of December 31, 1996 Balance Sheet which have been sold or otherwise disposed of in the ordinary course of business after such date and except where the failure to have such good, valid and marketable title would not have a material adverse effect on the Condition of the Company and its Subsidiaries taken as a wholeBalance Sheet Date, and (ii) all the material tangible properties and assets (real and personal) purchased by the Company and or any of its Subsidiaries since December 31, 1996 the Balance Sheet Date except for such properties and assets which have been sold or otherwise disposed of in the ordinary course of business and except where (collectively, the failure to have such good, valid and marketable title would not have a material adverse effect on the Condition of the Company and its Subsidiaries taken as a whole"Assets"); in each case subject to no encumbrance, lien, security interest, charge or other restriction of any kind or character, character (each an "Encumbrance") except for (1) liens as reflected in Section 3.01(g) of the consolidated balance sheet as of December 31, 1996Company's disclosure letter, (2) liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations Encumbrances reflected on the use of real property or irregularities in title thereto Balance Sheet, and (3) Encumbrances which do not materially detract from the value of, or materially impair the use of, such any material property by the Company or any of its Subsidiaries in the operation of its respective business, (3) liens for current taxes, assessments business or governmental charges or levies on property not yet due and delinquent and (4) such encumbrances, liens, charges or other restrictions which would do not have a material adverse effect on the Condition of the Company and its Subsidiaries Subsidiaries, taken as a whole. Following the consummation of the transactions contemplated by this Agreement, either the Company or a Subsidiary, as the case may be, will continue to own good and valid title to the Assets without incurring any material penalty or other adverse consequence, including, without limitation, any increase in rentals, royalties, or licenses or other fees imposed as a result of, or arising from, the consummation of the transactions contemplated by this Agreement.

Title to Properties; Encumbrances. The 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 Company and each of its the Company Subsidiaries has goodgood and valid title to, or has valid and marketable title leasehold interests in or valid rights under contract to (i) use, all of its material the tangible properties and assets (real and personal)which it purports to own or use, including, without limitation, including all the tangible properties and assets reflected in the consolidated balance sheet as of December 31, 1996 except as indicated in the notes thereto and Balance Sheet (except for properties and assets reflected in the consolidated balance sheet as of December 31, 1996 which have been sold or otherwise disposed of since the date of the Balance Sheet in the ordinary course of business after 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 date properties and except where the failure to have such goodassets, valid and marketable title would not have a material adverse effect for (a) liens shown on the Condition 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 Balance Sheet, with respect to which no default exists; (b) minor imperfections of title, if any, none of which are substantial in amount, detract from the value or impair the use of the property subject thereto, or impair the operations of the Company or any Company Subsidiary and its Subsidiaries taken as a whole, and (ii) all the tangible properties and assets purchased by the Company and any of its Subsidiaries since December 31, 1996 except for such properties and assets which have been sold or otherwise disposed of arisen only in the ordinary course of business and except where consistent with past practice since the failure to have such good, valid and marketable title would not have a material adverse effect on the Condition date of the Company and its Subsidiaries taken as a wholeBalance Sheet; in each case subject to no encumbrance, lien, charge or other restriction of any kind or character, except for (1) liens reflected in the consolidated balance sheet as of December 31, 1996, (2) liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or impair the use of, such property by the Company or any of its Subsidiaries in the operation of its respective business, (3c) liens for current taxes, assessments or governmental charges or levies on property taxes not yet due and delinquent due; and (4d) such encumbrancestitle defects, failure to have valid leasehold interest in, or objections, liens, charges claims, charges, security interests or other restrictions which would encumbrances of any nature whatsoever, if any, as individually or in the aggregate could not reasonably be expected to have a material adverse effect on the Condition of the Company and its Subsidiaries taken as a wholeMaterial Adverse Effect.

Title to Properties; Encumbrances. The Company and each of its Subsidiaries Seller has good, valid valid, and marketable title to (iA) all of its material the tangible properties and assets (real and personal)) which it owns and which are used in the Business, including, without limitation, all the tangible properties and assets reflected in the consolidated balance sheet as of December 31, 1996 except as indicated in Balance Sheet and the notes thereto and except for properties and assets reflected in the consolidated balance sheet as of December 31, 1996 which have been sold or otherwise disposed of in the ordinary course of business after such date and except where the failure to have such good, valid and marketable title would not have a material adverse effect on the Condition of the Company and its Subsidiaries taken as a whole, Interim Balance Sheet and (iiB) all of the tangible properties and assets purchased by Seller for or on behalf of the Company and any Business or used in the Business since the date of its Subsidiaries since December 31the Interim Financial Statements, 1996 except for such properties and assets which have been sold sold, consumed or otherwise disposed of in the ordinary course Ordinary Course of business and except where the failure to have such good, valid and marketable title would not have a material adverse effect on the Condition Business. All of the Company tangible properties and its Subsidiaries taken as a whole; assets used in the Business are, or by the Closing will be, in each case subject to no security interest, encumbrance, lien, charge charge, or other restriction of any kind or charactercharacter (each an "Encumbrance"), except for (1W) liens reflected in the consolidated balance sheet as of December 31Balance Sheet and the Interim Balance Sheet, 1996or disclosed in the Seller Disclosure Schedule, (2X) liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or impair the use of, such property by the Company or any of its Subsidiaries in the operation of its respective businessthe Business, (3Y) liens for current taxes, assessments assessments, or governmental charges or levies on property not yet due and delinquent delinquent, and (4Z) such encumbrances, liens, charges or other restrictions any Encumbrance which would not have a material adverse effect Material Adverse Effect on the Condition Business or materially interfere with the use of the Company such properties and its Subsidiaries taken assets as a wholethey are presently being used.

Title to Properties; Encumbrances. The Except as set forth in Section 2.1(o) of the Disclosure Schedule, each of the Company and each of its the Company Subsidiaries has goodgood and valid (and, valid and marketable with respect to real property, marketable) title to (i) all of its material tangible properties and assets (real and personal)) owned by the Company and the Company Subsidiaries, respectively, including, without limitation, all the properties and assets reflected in the consolidated balance sheet of the Company and its consolidated Subsidiaries as of December 31, 1996 1996, except as indicated in the notes thereto and except for properties and assets reflected in the consolidated balance sheet of the Company and its consolidated Subsidiaries as of December 31, 1996 which have been sold or otherwise disposed of in the ordinary course of business after such date and except where the failure to have such good, valid and marketable title would not have a material adverse effect on the Condition of the Company and its Subsidiaries taken as a wholebusiness, and (ii) all the material tangible properties and assets purchased by the Company and any of its the Company Subsidiaries since December 31, 1996 1996, except for such properties and assets which have been sold or otherwise disposed of in the ordinary course of business and except where the failure to have such goodbusiness, valid and marketable title would not have a material adverse effect on the Condition of the Company and its Subsidiaries taken as a whole; in each case subject to no encumbrance, lien, charge or other restriction of any kind or characterLien, except for (1A) liens Liens reflected in the Company's audited consolidated balance sheet as financial statements for the year ended December 31, 1996 or incurred in the ordinary course of business since December 31, 1996, (2B) liens Liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or impair the use of, such property by the Company or any of its the Company Subsidiaries in the operation of its respective business, business and (3C) liens Liens for current taxes, assessments or governmental charges or levies on property not yet due and delinquent and (4) such encumbrances, liens, charges payable or other restrictions being contested in good faith by appropriate proceedings which Liens would not have have, and are not reasonably likely to have, individually or in the aggregate, a material adverse effect on the Condition of the Company and its Subsidiaries taken as a wholeMaterial Adverse Effect.

Title to Properties; Encumbrances. The (i) Except as set forth in --------------------------------- Section 3.01(g)(i) of the Company Disclosure Letter, the Company and each of its Subsidiaries and each Relevant Entity (as defined in Section 3.01(g)(iii) hereof) has good, valid and marketable good title to (iA) all of its material tangible properties and assets (real and personal), including, without limitation, all the properties and assets reflected in the consolidated balance sheet as of December 31September 30, 1996 1999 except as indicated in the notes thereto and except for properties and assets reflected in the consolidated balance sheet as of December 31September 30, 1996 1999 which have been sold or otherwise disposed of in the ordinary course of business after such date and except where the failure to have such good, valid and marketable title would not have a material adverse effect on the Condition of the Company and its Subsidiaries taken as a wholedate, and (iiB) all the material tangible properties and assets purchased by the Company and any of its Subsidiaries and each Relevant Entity since December 31September 30, 1996 1999 except for such properties and assets which have been sold or otherwise disposed of in the ordinary course of business and except where the failure to have such good, valid and marketable title would not have a material adverse effect on the Condition of the Company and its Subsidiaries taken as a wholebusiness; in each case subject to no encumbrance, lien, charge or other restriction of any kind or characterEncumbrance, except for (1) liens Encumbrances reflected in the consolidated balance sheet as of December 31September 30, 19961999 (including the notes thereto), (2) liens Encumbrances consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or materially impair the use of, such property by the Company or any of its Subsidiaries in the operation of its respective business, (3) statutory liens or liens of landlords, carriers, warehousemen, mechanics, suppliers, materialmen or repairmen arising in the ordinary course of business, (4) Encumbrances for current taxes, assessments or governmental charges or levies on property not yet due and delinquent and (45) such encumbrances, liens, charges or other restrictions which Encumbrances as would not have a material adverse effect on the Condition of the Company and its Subsidiaries taken as a whole.

Title to Properties; Encumbrances. The (i) Except as set forth in Section 3.01(g)(i) of the Company Disclosure Letter, the Company and each of its Subsidiaries and each Relevant Entity (as defined in Section 3.01(g)(iii) hereof) has good, valid and marketable good title to (iA) all of its material tangible properties and assets (real and personal), including, without limitation, all the properties and assets reflected in the consolidated balance sheet as of December 31September 30, 1996 1999 except as indicated in the notes thereto and except for properties and assets reflected in the consolidated balance sheet as of December 31September 30, 1996 1999 which have been sold or otherwise disposed of in the ordinary course of business after such date and except where the failure to have such good, valid and marketable title would not have a material adverse effect on the Condition of the Company and its Subsidiaries taken as a wholedate, and (iiB) all the material tangible properties and assets purchased by the Company and any of its Subsidiaries and each Relevant Entity since December 31September 30, 1996 1999 except for such properties and assets which have been sold or otherwise disposed of in the ordinary course of business and except where the failure to have such good, valid and marketable title would not have a material adverse effect on the Condition of the Company and its Subsidiaries taken as a wholebusiness; in each case subject to no encumbrance, lien, charge or other restriction of any kind or characterEncumbrance, except for (1) liens Encumbrances reflected in the consolidated balance sheet as of December 31September 30, 19961999 (including the notes thereto), (2) liens Encumbrances consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or materially impair the use of, such property by the Company or any of its Subsidiaries in the operation of its respective business, (3) statutory liens or liens of landlords, carriers, warehousemen, mechanics, suppliers, materialmen or repairmen arising in the ordinary course of business, (4) Encumbrances for current taxes, assessments or governmental charges or levies on property not yet due and delinquent and (45) such encumbrances, liens, charges or other restrictions which Encumbrances as would not have a material adverse effect on the Condition of the Company and its Subsidiaries taken as a whole.

Title to Properties; Encumbrances. The Company and each ---------------------------------- of its Subsidiaries has good, valid and marketable title to to, or, in the case of leased properties and assets, valid leasehold interests in, (i) all of its material tangible properties and assets (real and personal), including, without limitation, all the properties and assets reflected in the consolidated balance sheet as of December 31, 1996 1998 contained in the Commission Filings, except as indicated in the notes thereto and except for properties and assets reflected in the consolidated balance sheet as of December 31, 1996 1998 contained in the Commission Filings which have been sold or otherwise disposed of in the ordinary course of business after such date and except where the failure to have such good, valid and marketable title would could not reasonably be expected to have a material adverse effect Material Adverse Effect on the Condition of the Company and its Subsidiaries taken as a wholeCompany, and (ii) all the tangible properties and assets purchased by the Company and any of its Subsidiaries since December 31, 1996 1998, except for such properties and assets which have been sold or otherwise disposed of in the ordinary course of business and except where the failure to have such good, valid and marketable title would could not reasonably be expected to have a material adverse effect Material Adverse Effect on the Condition of the Company and its Subsidiaries taken as a wholeCompany; in each case subject to no encumbrance, lien, charge or other restriction of any kind or character, except for (1A) liens reflected in the consolidated balance sheet as of December 31, 19961998 contained in the Commission Filings, (2B) liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or impair the use of, such property by the Company or any of its Subsidiaries in the operation of its respective business, (3C) liens for current taxes, assessments or governmental charges or levies on property not yet due and delinquent and (4D) such encumbrances, liens, charges or other restrictions which would could not reasonably be expected to have a material adverse effect Material Adverse Effect on the Condition of the Company and its Subsidiaries taken as a wholeCompany.