Ownership of Property; Liens; Real Property. (a) The Company and each of its Restricted Subsidiaries has good record title to, or valid leasehold interests in, or easements or other limited property interests in, all Real Property necessary in the ordinary conduct of its business, free and clear of all Liens except as set forth on Schedule 5.08 hereto and except for minor defects in title that do not materially interfere with its ability to conduct its business or to utilize such assets for their intended purposes and Liens permitted by Section 7.01 and except where the failure to have such title or other interest could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Ownership of Property; Liens; Real Property. (a) Each Credit Party has good and valid title to or the right to use all of the properties and assets used in its business (a list of which has been provided to the Lenders) and the Intellectual Property Rights either developed by or assigned to it for its use, subject to no Lien of any kind, except for Permitted Liens.
Ownership of Property; Liens; Real Property. (a) Each of the Borrower and each Subsidiary has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The property of the Borrower and its Subsidiaries is subject to no Liens, other than Liens permitted by Section 7.01.
Ownership of Property; Liens; Real Property. (a) The Lead Borrower and each of its Restricted Subsidiaries has good record title to, or valid leasehold interests in, or easements or other limited property interests in, all Real Property owned or leased by the Lead Borrower or each of its Restricted Subsidiaries, as applicable, which is necessary in the ordinary conduct of its business, free and clear of all Liens except for minor defects in title that do not materially interfere with its ability to conduct its business or to utilize such assets for their intended purposes and Liens permitted by Section 7.01 and except where the failure to have such title or other interest would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Ownership of Property; Liens; Real Property. Section 5.08 The Borrowers and each of their Restricted Subsidiaries has good record title to, or valid(a) leasehold interests in, or easements or other limited property interests in, all Real Property necessary in the ordinary conduct of its business, free and clear of all Liens except as set forth on Schedule 5.08 to the Original Credit Agreement and except for minor defects in title that do not materially interfere with its ability to conduct its business or to utilize such assets for their intended purposes and Liens permitted by Section 7.01 and except where the failure to have such title or other interest could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. As of the Closing Date, Schedule 7 to the Perfection Certificate dated as of the Closing Date(b) contains a true and complete list of each Material Real Property owned by the Borrowers and the Subsidiaries. Environmental Matters.Section 5.09 Except as specifically disclosed in Schedule 5.09(a) to the Original Credit Agreement or except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: each Loan Party and its respective properties and operations are and, other than any matters(a) which have been finally resolved, have been in compliance with all Environmental Laws, which includes obtaining, maintaining and complying with all applicable Environmental Permits required under such Environmental Laws to carry on the business of the Loan Parties; the Loan Parties have not received any written notice that alleges any of them is in violation of or(b) potentially liable under any Environmental Laws and none of the Loan Parties nor any of the Real Property owned, leased, operated or licensed to a franchisee (subject to, in the case of such franchised Real Property not managed by the Loan Parties or Subsidiaries or their Affiliates, the knowledge of the U.S. Borrower) by any Loan Party or Subsidiary is the subject of any claims, investigations, liens, demands, or judicial, administrative or arbitral proceedings pending or, to the knowledge of the U.S. Borrower, threatened, under or relating to any Environmental Law; there has been no Release of Hazardous Materials on, at, under or from any Real Property or(c) facilities currently or formerly owned, leased, operated or licensed to a franchisee (subject to, in the case of such franchised Real Property not operated by the Loan Parties or Subsidiaries or thei...
Ownership of Property; Liens; Real Property. SECTION 5.08 The Borrower and each of its Restricted Subsidiaries has good record title to, or valid(a) leasehold interests in, or easements or other limited property interests in, all Real Property necessary in the ordinary conduct of its business, free and clear of all Liens except as set forth on Schedule 5.08 hereto and except for minor defects in title that do not materially interfere with its ability to conduct its business or to utilize such assets for their intended purposes and Liens permitted by Section 7.01 and except where the failure to have such title or other interest could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. As of the Closing Date, Schedule 7 to the Perfection Certificate dated as of the Closing(b) Date contains a true and complete list of each Material Real Property owned by the Borrower and the Subsidiaries. -144-
Ownership of Property; Liens; Real Property. (a) Except as set forth on Disclosure Schedule 3.14(a) or except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, the Company and each of its Subsidiaries (1) has good and valid title to, or a valid leasehold interest in, or a valid right to use, all personal property and other assets (i) reflected in the Financial Statements or acquired after the Interim Balance Sheet Date or (ii) reasonably necessary for, or used by the Company or any of its Subsidiaries in, the conduct of their respective businesses as presently conducted, other than properties and assets sold or otherwise disposed of in the Ordinary Course of Business and (2) such properties and assets are free and clear of Liens, except for Permitted Liens. The assets and properties of the Company and its Subsidiaries (x) have been maintained in all material respects in accordance with the Ordinary Course of Business and (y) are in operating condition and repair, ordinary war and tear excepted, suitable in all material respects for immediate use in the Ordinary Course of Business.
Ownership of Property; Liens; Real Property. 20 3.9 Intellectual Property 21 3.10 Environmental Compliance 21 3.11 Insurance 22 3.12 Taxes. 22
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Ownership of Property; Liens; Real Property. (a) As of the Closing Date, no Borrower Party owns any Fee Property. Each Borrower Party has valid leasehold interests in all real property which it uses in its business, and each Borrower Party has good and marketable title to all of its other property (except to the extent the failure to have such title would not cause a Material Adverse Effect), and none of such property is subject to any Lien, except as permitted in Section 7.02.
