Common use of Operating Assets Clause in Contracts

Operating Assets. Except for such exceptions as would not have a Company Material Adverse Effect, (i) Company has good and marketable title or leasehold title or a valid license to all of the personal property used, or held for use, in connection with the theaters operated on the Company Real Properties (other than gaming and vending machines used in the ordinary course of business), subject to no encumbrance other than the Company Permitted Encumbrances; (ii) no financing statement under the Uniform Commercial Code or under the personal property securities laws and regulations of any province or territory of Canada or any similar applicable statute has been filed in any jurisdiction, and neither Company nor any of its Subsidiaries has signed any such financing statement or any security agreement authorizing any secured party thereunder to file any such financing statement, except in connection with the Company Permitted Encumbrances; (iii) each theater located on a Company Real Property and each of the items of personal property used or held for use in, or in connection with, each such theater, including without limitation, seating, projection equipment and screens, are in good operating condition, subject to normal wear and tear, and are fit for the use for which they are intended and to which they are presently devoted; (iv) each theater located on a Company Real Property, together with the related items of personal property located therein, constitutes a fully operable motion picture theater and is sufficient to permit Company to operate the business as currently being conducted therein; and (v) except as contemplated by this Agreement, since the Audit Date, neither the Company nor any of its Subsidiaries has sold, removed or transferred any equipment or property from any theater located on a Company Real Property, except in the ordinary course of business and so long as such equipment or property has been replaced prior to the date hereof.

Operating Assets. Except for such exceptions as would not have a Company Cineplex Odeon Material Adverse Effect, (ia) Company Cineplex Odeon has good and marketable title or leasehold title or a valid license to all of the personal property used, or held for use, in connection with the theaters operated on the Company Cineplex Odeon Real Properties (other than gaming and vending machines used in the ordinary course of business), subject to no encumbrance Encumbrance other than the Company Cineplex Odeon Permitted Encumbrances; (iib) no financing statement under the Uniform Commercial Code or under the personal property securities laws and regulations of any province or territory of Canada or any similar applicable statute has been filed in any jurisdictionjurisdiction except as contemplated in the Cineplex Odeon Disclosure Statement, and neither Company Cineplex Odeon nor any of its Subsidiaries Cineplex Odeon Subsidiary has signed any such financing statement or any security agreement authorizing any secured party thereunder to file any such financing statement, except in connection with the Company Permitted Encumbrances; (iiic) each theater located on a Company Cineplex Odeon Real Property and each of the items of personal property used or held for use in, or in connection with, each such theater, including without limitation, seating, projection equipment and screens, are in good operating condition, subject to normal wear and tear, and are fit for the use for which they are intended and to which they are presently devoted; (ivd) except for closed theaters, each theater located on a Company Cineplex Odeon Real Property, together with the related items of personal property located therein, constitutes a fully operable motion picture theater and is sufficient to permit Company Cineplex Odeon to operate the business as currently being conducted therein; and (ve) except as contemplated by this Agreement, since the Audit DateMarch 31, 1997, neither the Company Cineplex Odeon nor any of its Subsidiaries Cineplex Odeon Subsidiary has sold, removed or transferred any equipment or property from any theater located on a Company Cineplex Odeon Real Property, except in the ordinary course of business and so long as such equipment or property has been replaced prior to the date hereof. Section 2.17.

Operating Assets. Except for such exceptions as would not have a Company LTM Material Adverse Effect, (ia) Company LTM has good and marketable title or leasehold title or a valid license to all of the personal property used, or held for use, in connection with the theaters operated on the Company LTM Real Properties (other than gaming and vending machines used in the ordinary course of business), subject to no encumbrance Encumbrance other than the Company LTM Permitted Encumbrances; (iib) no financing statement under the Uniform Commercial Code or under the personal property securities laws and regulations of any province or territory of Canada or any similar applicable statute has been filed in any jurisdictionjurisdiction except as contemplated in the LTM Disclosure Statement, and neither Company LTM nor any of its Subsidiaries LTM Subsidiary has signed any such financing statement or any security agreement authorizing any secured party thereunder to file any such financing statement, except in connection with the Company Permitted Encumbrances; (iiic) each theater located on a Company LTM Real Property and each of the items of personal property used or held for use in, or in connection with, each such theater, including without limitation, seating, projection equipment and screens, are in good operating condition, subject to normal wear and tear, and are fit for the use for which they are intended and to which they are presently devoted; (ivd) except for closed theaters, each theater located on a Company LTM Real Property, together with the related items of personal property located therein, constitutes a fully operable motion picture theater and is sufficient to permit Company LTM to operate the business as currently being conducted therein; and (ve) except as contemplated by this Agreement, since the Audit DateMarch 31, 1997, neither the Company LTM nor any of its Subsidiaries LTM Subsidiary has sold, removed or transferred any equipment or property from any such theater located on a Company LTM Real Property, except in the ordinary course of business and so long as such equipment or property has been replaced prior to the date hereof. Section 3.17.