Common use of Absence of Liens and Encumbrances Clause in Contracts

Absence of Liens and Encumbrances. Target and each of its subsidiaries has good and marketable title to, or valid leasehold interests in, all its material properties and assets except for such as are no longer used or useful in the conduct of its businesses or as have been disposed of in the ordinary course of business and except for defects in title, easements, restrictive covenants and similar encumbrances that individually or in the aggregate would not materially interfere with the ability of Target or any of its subsidiaries to conduct its business as currently conducted. All such material assets and properties, other than assets and properties in which Target or any of its subsidiaries has a leasehold interest, are free and clear of all Liens except for Liens that (a) are created, arise or exist under or in connection with any of the contracts or other matters referred to in the Disclosure Schedules or in the Target SEC Reports or the exhibits thereto, (b) relate to any taxes or other governmental charges or levies that are not yet due and payable, (c) relate to, or are created, arise or exist in connection with, any legal proceeding that is being contested in good faith, or (d) individually or in the aggregate would not materially interfere with the ability of Target and each of its subsidiaries to conduct their business as currently conducted and would not materially and adversely impact the transferability, financeability, ownership, leasing, use, or occupancy of any such properties or assets ("PERMITTED LIENS"). To the knowledge of Target, there are no natural or artificial conditions upon any real property owned by Target ("OWNED REAL PROPERTY"), or any other facts or conditions which could, in the aggregate, have a material and adverse impact on the transferability, financeability, ownership, leasing, use, occupancy or operation of any such Owned Real Property. There are no parties in possession of any portion of any Owned Real Property, whether as tenants, trespassers or otherwise, except Target. There are no pending, or, to the knowledge of Target, threatened assessments, improvements or activities of any public or quasi-public body either planned, in the process of construction or completed which may give rise to any assessment against any Owned Real Property. Target and each of its subsidiaries has complied in all material respects with and is not in default under the terms of all material leases to which it is a party, and all such leases are in full force and effect. To the knowledge of Target, no party to any material lease is in default of such lease and there exists no event or circumstance with respect to such lease which with the giving of notice or the passage of time, or both, would constitute a default by any party to such lease.

Absence of Liens and Encumbrances. Target Cybex and each of its subsidiaries has good and marketable title to, or valid leasehold interests in, all its material properties and assets except for such as are no longer used or useful in the conduct of its businesses or as have been disposed of in the ordinary course of business and except for defects in title, easements, restrictive covenants and similar encumbrances that individually or in the aggregate would not materially interfere with the ability of Target Cybex or any of its subsidiaries to conduct its business as currently conducted. All such material assets and properties, other than assets and properties in which Target Cybex or any of its subsidiaries has a leasehold interest, are free and clear of all Liens except for Liens that (aA) are created, arise or exist under or in connection with any of the contracts or other matters referred to in the Disclosure Cybex Schedules or in the Target Cybex SEC Reports or the exhibits thereto, (bB) relate to any taxes or other governmental charges or levies that are not yet due and payable, (cC) relate to, or are created, arise or exist in connection with, any legal proceeding that is being contested in good faith, or (dD) individually or in the aggregate would not materially interfere with the ability of Target Cybex and each of its subsidiaries to conduct their business as currently conducted and would not materially and adversely impact the transferability, financeability, ownership, leasing, use, development or occupancy of any such properties or assets ("CYBEX PERMITTED LIENS"). To the knowledge of TargetCybex, there are no natural or artificial conditions upon any real property owned by Target Cybex ("CYBEX OWNED REAL PROPERTY"), or any other facts or conditions which could, in the aggregate, have a material and adverse impact on the transferability, financeability, ownership, leasing, use, development, occupancy or operation of any such Cybex Owned Real Property. There are no parties in possession of any portion of any Cybex Owned Real Property, whether as tenants, trespassers or otherwise, except TargetCybex. There are no pending, or, to the knowledge of TargetCybex, threatened assessments, improvements or activities of any public or quasi-public body either planned, in the process of construction or completed which may give rise to any assessment against any Cybex Owned Real Property. Target Cybex and each of its subsidiaries has complied in all material respects with and is not in default under the terms of all material leases to which it is a party, and all such leases are in full force and effect. To the knowledge of TargetCybex, no party to any material lease is in default of such lease and there exists no event or circumstance with respect to such lease which with the giving of notice or the passage of time, or both, would constitute a default by any party to such lease.

Absence of Liens and Encumbrances. Target and each of its subsidiaries has good and marketable title to, or valid leasehold interests in, all its material properties and assets except for such as are no longer used or useful in the conduct of its businesses or as have been disposed of in the ordinary course of business and except for defects in title, easements, restrictive covenants and similar encumbrances that individually or in the aggregate would not materially interfere with the ability of Target or any of its subsidiaries to conduct its business as currently conducted. All such material assets and properties, other than assets and properties in which Target or any of its subsidiaries has a leasehold interest, are free and clear of all Liens except for Liens that (a) are created, arise or exist under or in connection with any of the contracts or other matters referred to in the Disclosure Schedules or in the Target SEC Reports or the exhibits thereto, (b) relate to any taxes or other governmental charges or levies that are not yet due and payable, (c) relate to, or are created, arise or exist in connection with, any legal proceeding that is being contested in good faith, or (d) individually or in the aggregate would not materially interfere with the ability of Target and each of its subsidiaries to conduct their business as currently conducted and would not materially and adversely impact the transferability, financeability, ownership, leasing, use, or occupancy of any such properties or assets ("PERMITTED LIENSPermitted Liens"). To the knowledge of Target, there are no natural or artificial conditions upon any real property owned by Target ("OWNED REAL PROPERTYOwned Real Property"), or any other facts or conditions which could, in the aggregate, have a material and adverse impact on the transferability, financeability, ownership, leasing, use, occupancy or operation of any such Owned Real Property. There are no parties in possession of any portion of any Owned Real Property, whether as tenants, trespassers or otherwise, except Target. There are no pending, or, to the knowledge of Target, threatened assessments, improvements or activities of any public or quasi-public body either planned, in the process of construction or completed which may give rise to any assessment against any Owned Real Property. Target and each of its subsidiaries has complied in all material respects with and is not in default under the terms of all material leases to which it is a party, and all such leases are in full force and effect. To the knowledge of Target, no party to any material lease is in default of such lease and there exists no event or circumstance with respect to such lease which with the giving of notice or the passage of time, or both, would constitute a default by any party to such lease.

Absence of Liens and Encumbrances. Target Apex and each of its subsidiaries has good and marketable title to, or valid leasehold interests in, all its material properties and assets except for such as are no longer used or useful in the conduct of its businesses or as have been disposed of in the ordinary course of business and except for defects in title, easements, restrictive covenants and similar encumbrances that individually or in the aggregate would not materially interfere with the ability of Target Apex or any of its subsidiaries to conduct its business as currently conducted. All such material assets and properties, other than assets and properties in which Target Apex or any of its subsidiaries has a leasehold interest, are free and clear of all Liens except for Liens that (aA) are created, arise or exist under or in connection with any of the contracts or other matters referred to in the Disclosure Apex Schedules or in the Target Apex SEC Reports or the exhibits thereto, (bB) relate to any taxes or other governmental charges or levies that are not yet due and payable, (cC) relate to, or are created, arise or exist in connection with, any legal proceeding that is being contested in good faith, or (dD) individually or in the aggregate would not materially interfere with the ability of Target Apex and each of its subsidiaries to conduct their business as currently conducted and would not materially and adversely impact the transferability, financeability, ownership, leasing, use, development or occupancy of any such properties or assets ("APEX PERMITTED LIENS"). To the knowledge of TargetApex, there are no natural or artificial conditions upon any real property owned by Target Apex ("APEX OWNED REAL PROPERTY"), or any other facts or conditions which could, in the aggregate, have a material and adverse impact on the transferability, financeability, ownership, leasing, use, development, occupancy or operation of any such Apex Owned Real Property. There are no parties in possession of any portion of any Apex Owned Real Property, whether as tenants, trespassers or otherwise, except TargetApex. There are no pending, or, to the knowledge of TargetApex, threatened assessments, improvements or activities of any public or quasi-public body either planned, in the process of construction or completed which may give rise to any assessment against any Apex Owned Real Property. Target Apex and each of its subsidiaries has complied in all material respects with and is not in default under the terms of all material leases to which it is a party, and all such leases are in full force and effect. To the knowledge of TargetApex, no party to any material lease is in default of such lease and there exists no event or circumstance with respect to such lease which with the giving of notice or the passage of time, or both, would constitute a default by any party to such lease.

Absence of Liens and Encumbrances. Target Apex and each of its subsidiaries has good and marketable title to, or valid leasehold interests in, all its material properties and assets except for such as are no longer used or useful in the conduct of its businesses or as have been disposed of in the ordinary course of business and except for defects in title, easements, restrictive covenants and similar encumbrances that individually or in the aggregate would not materially interfere with the ability of Target Apex or any of its subsidiaries to conduct its business as currently conducted. All such material assets and properties, other than assets and properties in which Target Apex or any of its subsidiaries has a leasehold interest, are free and clear of all Liens except for Liens that (aA) are created, arise or exist under or in connection with any of the contracts or other matters referred to in the Disclosure Apex Schedules or in the Target Apex SEC Reports or the exhibits thereto, (bB) relate to any taxes or other governmental charges or levies that are not yet due and payable, (cC) relate to, or are created, arise or exist in connection with, any legal proceeding that is being contested in good faith, or (dD) individually or in the aggregate would not materially interfere with the ability of Target Apex and each of its subsidiaries to conduct their business as currently conducted and would not materially and adversely impact the transferability, financeability, ownership, leasing, use, development or occupancy of any such properties or assets ("APEX PERMITTED LIENS"). To the knowledge of TargetApex, there are no natural or artificial conditions upon any real property owned by Target Apex ("APEX OWNED REAL PROPERTY"), or any other facts or conditions which could, in the aggregate, have a material and adverse impact on the transferability, financeability, ownership, leasing, use, development, occupancy or operation of any such Apex Owned Real Property. There are no parties in possession of any portion of any Apex Owned Real Property, whether as tenants, trespassers or otherwise, except TargetApex. There are no pending, or, to the knowledge of TargetApex, threatened assessments, -44- 50 improvements or activities of any public or quasi-public body either planned, in the process of construction or completed which may give rise to any assessment against any Apex Owned Real Property. Target Apex and each of its subsidiaries has complied in all material respects with and is not in default under the terms of all material leases to which it is a party, and all such leases are in full force and effect. To the knowledge of TargetApex, no party to any material lease is in default of such lease and there exists no event or circumstance with respect to such lease which with the giving of notice or the passage of time, or both, would constitute a default by any party to such lease.