Common use of Ownership of Property; Insurance Clause in Contracts

Ownership of Property; Insurance. (a) Except as could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, each of Holdings, the Borrower and its Restricted Subsidiaries has good title to, or valid leasehold interests in, all of its real and personal property material to the operation of its business, or purported to have been acquired by Holdings, the Borrower or any of its Restricted Subsidiaries after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens (except for Liens permitted by Section 7.2). All leases that individually or in the aggregate are material to the business or operations of Holdings, the Borrower and its Restricted Subsidiaries are valid and subsisting and are in full force. (b) Each of Holdings, the Borrower and its Restricted Subsidiaries owns, or is licensed or otherwise has the right to use, all patents, trademarks, service marks, trade names, copyrights, domain names, trade secrets, software, know-how, proprietary information, data, and other intellectual property used in its business, and the use thereof by Holdings, the Borrower and its Restricted Subsidiaries does not, to the best knowledge of the Borrower, infringe in any material respect on the rights of any other Person. (c) The properties of the Borrower and its Subsidiaries are insured with insurance companies (i) that the Borrower believes in good faith to be financially sound and reputable and (ii) which are not Affiliates of the Borrower, in such amounts with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Borrower or any applicable Subsidiary operates. (d) As of the Closing Date, neither the Borrower nor any of its Restricted Subsidiaries owns any Real Estate. Section 4.12.

Ownership of Property; Insurance. (a) Except as could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, each Each of Holdings, the Borrower and its Restricted Subsidiaries has good title to, or valid leasehold interests inin or other right to occupy, all of its real and personal property material to the operation of its business, including all such properties reflected in the most recent audited consolidated balance sheet of Ensign referred to in Section 4.4 or purported to have been acquired by Holdings, the Borrower or any of its Restricted Subsidiaries after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens (except for Liens permitted prohibited by Section 7.2)this Agreement. All leases that individually or in the aggregate are material to the business or operations of Holdings, the Borrower and its Restricted Subsidiaries taken as a whole are valid and subsisting and are in full force. The Borrower has delivered to Administrative Agent a true, complete and correct copy of each Master Lease. (b) Each of Holdings, the Borrower and its Restricted Subsidiaries owns, or is licensed or otherwise has the right to use, all patents, trademarks, service marks, trade names, copyrights, domain names, trade secrets, software, know-how, proprietary information, data, copyrights and other intellectual property used in material to its business, and the use thereof by Holdings, the Borrower and its Restricted Subsidiaries does not, to the best knowledge of the Borrower, not infringe in any material respect on the rights of any other Person, except in any manner to the extent that such failure to do so or such infringement would not reasonably be expected to result in a Material Adverse Effect. (c) The properties of the Borrower and its Subsidiaries are insured with insurance companies (i) that the Borrower believes in good faith to be with financially sound and reputable and (ii) insurance companies which are not Affiliates of the Borrower, in such amounts with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Borrower or any applicable Subsidiary operates. operates or (dii) As of as determined in the Closing DateBorrower’s reasonable business judgment, neither through the Borrower nor any of its Restricted Subsidiaries owns any Real EstateBorrower’s self-insured retention program maintained through the Insurance Subsidiaries. Section 4.12.

Ownership of Property; Insurance. (a) Except as could not reasonably be expected to have, either individually or in Each of the aggregate, a Material Adverse Effect, each of Holdings, the Borrower Parent and its Restricted Subsidiaries has good title to, or valid leasehold interests in, all of its real Real Property and personal property material to the operation of its business, including all such properties reflected in the most recent audited consolidated balance sheet of the Borrower referred to in Section 4.4 or purported to have been acquired by Holdings, the Borrower or any of its Restricted Subsidiaries after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens (except for Liens permitted prohibited by Section 7.2)this Agreement. All leases that individually or in the aggregate are material to the business or operations of Holdings, the Borrower Parent and its Restricted Subsidiaries are valid and subsisting and are in full force. . (b) Each of Holdings, the Borrower Parent and its Restricted Subsidiaries owns, or is licensed or otherwise has the right to use, all of its or such Loan Parties’ patents, trademarks, service marks, trade names, copyrights, domain names, trade secretscopyrights, software, know-howlicenses, proprietary information, data, trade secrets and other intellectual property used in its businessproperty, and the use thereof by Holdings, the Borrower Parent and its Restricted Subsidiaries does not, to the best knowledge of the Borrower, not infringe in any material respect on the rights of any other Person. , except to the extent that could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (c) The properties of the Borrower Parent and its Subsidiaries are insured with insurance companies (i) that the Borrower believes in good faith to be financially sound and reputable and (ii) insurance companies which are not Affiliates of the Borrower, in such amounts with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Borrower or any applicable Subsidiary operates. . (d) As of the Closing Restatement Date, neither (i) all Real Property owned in fee by the Parent and its Subsidiaries and (ii) all Real Property leased by the Parent and its Subsidiaries, in each case, is depicted on Schedule 4.11(d). (e) With respect to each improved Mortgaged Property that is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a “special flood hazard area” with respect to which flood insurance has been made available under Flood Insurance Laws, the Borrower nor or the applicable Loan Party (A) has obtained and shall maintain, with financially sound and reputable insurance companies not Affiliates of the Borrower and reasonably acceptable to the Administrative Agent (except to the extent that any insurance company insuring the Mortgaged Property of its Restricted Subsidiaries owns the Borrower or applicable Loan Party ceases to be financially sound and reputable after the Restatement Date, in which case, the Borrower shall promptly replace such insurance company with a financially sound and reputable insurance company), such flood insurance in such reasonable total amount as the Administrative Agent and the Lenders may from time to time reasonably require, and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and (B) promptly upon request of the Administrative Agent or any Lender, will deliver to the Administrative Agent or such Lender, as applicable, evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent and such Lender in accordance with subclause (C) of clause (d) of Part I of the defined term “Real Estate. Section 4.12Estate Documents”, including, without limitation, evidence of annual renewals of such insurance.

Ownership of Property; Insurance. (a) Except as could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, each of Holdings, the Borrower and its Restricted Subsidiaries has good title to, or valid leasehold interests in, all of its real and personal property material to the operation of its business, or purported to have been acquired by Holdings, the Borrower or any of its Restricted Subsidiaries after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens (except for Liens permitted by Section 7.2). All leases that individually or in the aggregate are material to the business or operations of Holdings, the Borrower and its Restricted Subsidiaries are valid and subsisting and are in full force. (b) Each of Holdings, the Borrower and its Restricted Subsidiaries owns, or is licensed or otherwise has the right to use, all patents, trademarks, service marks, trade names, copyrights, domain names, trade secrets, software, know-how, proprietary information, data, and other intellectual property used in its business, and the use thereof by Holdings, the Borrower and its Restricted DB1/ 110470318.9 98 Subsidiaries does not, to the best knowledge of the Borrower, infringe in any material respect on the rights of any other Person. (c) The properties of the Borrower and its Subsidiaries are insured with insurance companies (i) that the Borrower believes in good faith to be financially sound and reputable and (ii) which are not Affiliates of the Borrower, in such amounts with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Borrower or any applicable Subsidiary operates. (d) As of the Closing Date, neither the Borrower nor any of its Restricted Subsidiaries owns any Real Estate. Section 4.12.