Common use of Title to Properties; Encumbrances Clause in Contracts

Title to Properties; Encumbrances. Each of the Company and each of its Subsidiaries has good, valid and marketable title to all the material properties and assets which it purports to own (real, personal and mixed, tangible and intangible) and which are reflected in the Balance Sheet, and all the material properties and assets purchased by the Company and its Subsidiaries since the date of the Balance Sheet, in each case free and clear of all mortgages, title defects or objections, liens, claims, charges, security interests or other encumbrances of any nature 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: (a) liens shown on the Balance Sheet as securing specified liabilities or obligations, 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 Company or any of its Subsidiaries and which have arisen only in the ordinary course of business and consistent with past practice since the date of the Balance Sheet; and (c) liens for current Taxes not yet due. The rights, properties and other assets presently owned, leased or licensed by the Company and its Subsidiaries and described elsewhere in this Agreement include all rights, properties and other assets necessary to permit the Company and its Subsidiaries to conduct their businesses in all material respects in the same manner as their businesses have been conducted prior to the date hereof.

Title to Properties; Encumbrances. Each of the The Company and each of its Subsidiaries has good, valid and marketable title to all the material properties and assets which it purports to own (real, personal and mixed, tangible and intangible) ), including, without limitation, all the properties and which are assets reflected in the Balance SheetSheet (except for personal property having an aggregate book value not in excess of $1,000 sold since the date of the Balance Sheet in the ordinary course of business and consistent with past practice), and all the material properties and assets purchased by the Company and its Subsidiaries since the date of the Balance Sheet, which subsequently acquired properties and assets (other than inventory) are listed in each case Schedule 3.15. All properties and assets reflected in the Balance Sheet have a fair market or realizable value at least equal to the value thereof as reflected therein, and, except as disclosed in Schedule 3.15, all such properties and assets are free and clear of all mortgages, 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: , (a) liens shown on the Balance Sheet as securing specified liabilities or obligationsobligations 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, materially detract from the value or impair the use of the property subject thereto, or impair the operations of the Company or any of its Subsidiaries and which have arisen only in the ordinary course of business and consistent with past practice since the date of the Balance Sheet; and (c) liens for current Taxes taxes not yet due. The rights, properties and other assets presently owned, leased or licensed by the Company and its Subsidiaries and described elsewhere in this Agreement include all rights, properties and other assets necessary to permit the Company and its Subsidiaries to conduct their businesses in all material respects in the same manner as their businesses have been conducted prior to the date hereof.

Title to Properties; Encumbrances. Each of the Company and each of its the Company Subsidiaries has good, good and valid and marketable title to all the material properties and assets which it purports to own (real, personal and mixed, tangible and intangible) and which are reflected in the Balance Sheet, and all the material properties and assets purchased by the Company and its the Company Subsidiaries since the date of the Balance SheetIPO Date, in each case free and clear of all mortgages, title defects or objections, liens, claims, charges, security interests or other encumbrances of any nature 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: (a) liens shown on the Balance Sheet as securing specified liabilities or obligations, 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 Company or any of its Subsidiaries Company Subsidiary and which have arisen only in the ordinary course of business and consistent with past practice since the date of the Balance SheetIPO Date; and (c) liens for current Taxes not yet due. The rights, properties and other assets presently owned, leased or licensed by the Company and its the Company Subsidiaries and described elsewhere in this Agreement include all rights, properties and other assets necessary to permit the Company and its the Company Subsidiaries to conduct their businesses in all material respects in the same manner as their businesses have been conducted prior to the date hereof.

Title to Properties; Encumbrances. Each of the The Company and each of its Subsidiaries has good, valid and marketable title to all the material tangible properties and assets which that it or any of its Subsidiaries purports to own (real, personal and mixed), tangible including, without limitation, all the properties and intangible) and which are assets reflected in the December Balance SheetSheet as being owned by the Company or any of its Subsidiaries, and all the material properties and assets purchased by the Company and or any of its Subsidiaries since the date of the December Balance Sheet, which properties and assets (other than inventory) individually or in each case the aggregate are not in excess of $50,000. 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, except, with respect to all such material properties and assets: , (a) liens Liens shown on the December Balance Sheet as securing specified liabilities or obligationsobligations and liens incurred in connection with the purchase of property and/or assets, if such purchase was effected after the date of the December 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 Company or any of its Subsidiaries and which have arisen only in the ordinary course of business and consistent with past practice since the date of the December Balance Sheet; and (c) liens Liens for current Taxes taxes not yet due. The rights, properties and other assets presently owned, leased or licensed by the Company and its Subsidiaries and described elsewhere in this Agreement include all rights, properties and other assets necessary to permit the Company and its Subsidiaries to conduct their businesses in all material respects in the same manner as their businesses have been conducted prior to the date hereof.

Title to Properties; Encumbrances. Each of the Company and each of its the Company Subsidiaries has good, valid and marketable title to all the material properties and assets which it purports to own (real, personal and mixed, tangible and intangible) ), including, without limitation, all the properties and which are assets reflected in the Balance SheetSheet (except for personal property having an aggregate book value not in excess of $10,000 sold since the date of the Balance Sheet in the ordinary course of business and consistent with past practice), and all the material properties and assets purchased by the Company and its Company Subsidiaries since the date of the Balance Sheet, which subsequently acquired properties and assets (other than inventory and short term investments) are listed in each case Section 3.10 of the Disclosure Schedule. All properties and assets reflected in the Balance Sheet have a fair market or realizable value at least equal to the value thereof as reflected therein, and all such properties and assets are free and clear of all mortgages, 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: , (a) liens shown on the Balance Sheet as securing specified liabilities or obligationsobligations 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, materially detract from the value or impair the use of the property subject thereto, or impair the operations of the Company or any of its Subsidiaries Company Subsidiary and which have arisen only in the ordinary course of business and consistent with past practice since the date of the Balance Sheet; and (c) liens for current Taxes taxes not yet due. The rights, properties and other assets presently owned, leased or licensed by the Company and its and/or the Company Subsidiaries and described elsewhere in this Agreement include all rights, properties and other assets necessary to permit the Company and its the Company Subsidiaries to conduct their businesses in all material respects in the same manner as their businesses have been conducted prior to the date hereof.

Title to Properties; Encumbrances. Each of the The Company and each of its Subsidiaries has good, valid and --------------------------------- marketable title to all the material properties and assets which it purports to own (real, personal and mixed, tangible and intangible) ), including, without limitation, all the properties and which are assets reflected in the Balance Sheet, and all the material properties and assets purchased by the Company and its Subsidiaries since the date of the Balance Sheet. All properties and assets reflected in the Balance Sheet have a fair market or realizable value at least equal to the value thereof as reflected therein, in each case and all such properties and assets are free and clear of all mortgages, 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: , (a) liens shown on the Balance Sheet as securing specified liabilities or obligationsobligations 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, materially detract from the value or impair the use of the property subject thereto, or impair the operations of the Company or any of its Subsidiaries and which have arisen only in the ordinary course of business and consistent with past practice since the date of the Balance Sheet; and (c) liens for current Taxes taxes not yet due. The rights, properties and other assets presently owned, leased or licensed by the Company and its Subsidiaries and described elsewhere in this Agreement include all rights, properties and other assets necessary to permit the Company and its Subsidiaries to conduct their businesses its business in all material respects in the same manner as their businesses have its business has been conducted prior to the date hereof.

Title to Properties; Encumbrances. Each of the Company and each of its Subsidiaries The Acquiror has good, valid and marketable title to all the material properties and assets which it purports to own (real, personal and mixed, tangible and intangible) ), including, without limitation, all the properties and which are assets reflected in the Balance Sheet, Financial Statement and all the material properties and assets purchased by the Company and its Subsidiaries Acquiror since the date of the Balance SheetFinancial Statement, which subsequently acquired properties and assets (other than short-term investments and inventory) are listed in each case Section 3.7 of the Disclosure Schedule. All such properties and assets 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, 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: , (a) liens shown on the Balance Sheet Financial Statement as securing specified liabilities or obligationsobligations and liens incurred in connection with the purchase of property and/or assets, if such purchase was effected after the date of the Financial 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 Company or any of its Subsidiaries Acquiror and which have arisen only in the ordinary course of business and consistent with past practice since the date of the Balance SheetFinancial Statement; and (c) liens for current Taxes taxes not yet due. The rights, properties and other assets presently owned, leased or licensed by the Company and its Subsidiaries and described elsewhere in this Agreement include all rights, properties and other assets necessary to permit the Company and its Subsidiaries to conduct their businesses in all material respects in the same manner as their businesses have been conducted prior to the date hereof.

Title to Properties; Encumbrances. Each (a) Real Estate -- Seller has delivered or made available to Buyer a complete and accurate list of all real property, leaseholds, or other interests therein owned by the Special Partnership and copies of the Company deeds and each other instruments (as recorded) by which the Special Partnership acquired such real property and interests, and copies of its Subsidiaries has goodall title insurance policies, valid opinions, abstracts, and surveys in the possession of Seller or the Special Partnership and relating to such property or interests. The Special Partnership owns with good and marketable title title, subject only to the matters permitted by the following sentence, all the material real properties and assets which that it purports to own (realown, personal located in the Facilities owned or operated by the Special Partnership or reflected as owned in the books and mixedrecords of the Special Partnership, tangible and intangible) and which are including all of the real properties reflected in the Balance Sheet, and all financial statements of the material Special Partnership. All real properties and assets purchased owned by the Company and its Subsidiaries since the date of the Balance Sheet, in each case Special Partnership are free and clear of all mortgagesEncumbrances and are not subject to any rights of way, title defects building use restrictions, exceptions, variances, reservations, or objections, liens, claims, charges, security interests or other encumbrances limitations of any nature 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: properties, (a) liens mortgages or security interests shown on the Balance Sheet financial statements of the Special Partnership as securing specified liabilities or obligations, with respect to which no default exists; without a proper waiver of the corresponding financial institution (or event that, with notice or lapse of time or both, would constitute a default) shall exist as of the Closing Date, (b) liens for current taxes not yet due, and (c)(i) minor imperfections of title, if any, none of which are is substantial in amount, materially detract from the value or and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Special Partnership lie wholly within the boundaries of the real property owned by the Special Partnership and do not encroach upon the property of, or impair otherwise conflict with the operations of the Company or property rights of, any of its Subsidiaries and which have arisen only in the ordinary course of business and consistent with past practice since the date of the Balance Sheet; and (c) liens for current Taxes not yet due. The rights, properties and other assets presently owned, leased or licensed by the Company and its Subsidiaries and described elsewhere in this Agreement include all rights, properties and other assets necessary to permit the Company and its Subsidiaries to conduct their businesses in all material respects in the same manner as their businesses have been conducted prior to the date hereofPerson.

Title to Properties; Encumbrances. Each of the The Company and each of its Subsidiaries has good, valid and marketable title to all the material properties and assets which it purports to own (real, personal and mixed, tangible and intangible) ), including, without limitation, all the properties and which are assets reflected in the Company Balance SheetSheet (except for personal property having an aggregate book value not in excess of $1,000 sold since the date of the Company Balance Sheet in the ordinary course of business and consistent with past practice), and all the material properties and assets purchased by the Company and its Subsidiaries since the date of the Company Balance Sheet, which subsequently acquired properties and assets (other than inventory) having an aggregate book value in each case excess of $1,000 are listed in Schedule 3.17. All properties and assets reflected in the Company Balance Sheet have a fair market or realizable value at least equal to the value thereof as reflected therein, and, except as disclosed in Schedule 3.17, all such properties and assets are free and clear of all mortgages, title defects or objections, liens, claims, charges, security interests Liens 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: , (a) liens Liens shown on the Company Balance Sheet as securing specified liabilities or obligationsobligations and Liens incurred in connection with the purchase of property and/or assets, if such purchase was effected after the date of the Company 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 otherwise have a Material Adverse Effect on the Company or any of its Subsidiaries and which have arisen only in the ordinary course of business and consistent with past practice since the date of the Balance Sheet; and (c) liens Liens for current Taxes taxes not yet due. The rights, properties and other assets presently owned, leased or licensed by the Company and its Subsidiaries and described elsewhere in this Agreement include all rights, properties and other assets necessary to permit the Company and its Subsidiaries to conduct their businesses in all material respects in the same manner as their businesses have been conducted prior to the date hereof.

Title to Properties; Encumbrances. Each of the The Company and each of its Subsidiaries has good, valid and marketable title to all the material tangible properties and assets which it purports to own (real, personal and mixed), tangible including, without limitation, all the properties and intangible) and which are assets reflected in the December Balance SheetSheet as being owned by the Company, and all the material properties and assets purchased by the Company and its Subsidiaries since the date of the December Balance Sheet, which subsequently acquired properties and assets (other than inventory) are listed in each case Section 3.20 of the Disclosure Schedule. All such properties and assets are free and clear of all mortgages, 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 except, with respect to all such material properties and assets: , (a) liens Liens shown on the December Balance Sheet as securing specified liabilities or obligationsobligations and liens incurred in connection with the purchase of property and/or assets, if such purchase was effected after the date of the December Balance Sheet, with respect to which no default exists; (b) 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 Company or any of its Subsidiaries and which have arisen only in the ordinary course of business and consistent with past practice since the date of the December Balance Sheet; and (c) liens for current Taxes taxes not yet due. The rights, properties and other assets presently owned, leased or licensed by equipment of the Company is in good operating condition and its Subsidiaries repair and described elsewhere in this Agreement include all rights, properties and other assets necessary is adequate for the uses to permit the Company and its Subsidiaries to conduct their businesses in all material respects in the same manner as their businesses have been conducted prior to the date hereofwhich it is being put.

Title to Properties; Encumbrances. Each of the The Company and each of its Subsidiaries has good, valid and marketable title to all the material properties and assets which it purports to own (real, personal and mixed, tangible and intangible) ), including, without limitation, all the properties and which are assets reflected in the Company Balance SheetSheet (except for personal property having an aggregate book value not in excess of $1,000 sold since the date of the Company Balance Sheet in the ordinary course of business and consistent with past practice), and all the material properties and assets purchased by the Company and its Subsidiaries since the date of the Company Balance Sheet, which subsequently acquired properties and assets (other than inventory) having an aggregate book value in each case excess of $1,000 are listed in Schedule 3.14. All properties and assets reflected in the Company Balance Sheet have a fair market or realizable value at least equal to the value thereof as reflected therein, and, except as disclosed in Schedule 3.14, all such properties and assets are free and clear of all mortgages, title defects or objections, liens, claims, charges, security interests Liens 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: , (a) liens Liens shown on the Company Balance Sheet as securing specified liabilities or obligationsobligations and Liens incurred in connection with the purchase of property and/or assets, if such purchase was effected after the date of the Company 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 otherwise have a Material Adverse Effect on the Company or any of its Subsidiaries and which have arisen only in the ordinary course of business and consistent with past practice since the date of the Balance Sheet; and (c) liens Liens for current Taxes taxes not yet due. The rights, properties and other assets presently owned, leased or licensed by the Company and its Subsidiaries and described elsewhere in this Agreement include all rights, properties and other assets necessary to permit the Company and its Subsidiaries to conduct their businesses in all material respects in the same manner as their businesses have been conducted prior to the date hereof.