Common use of Properties; Encumbrances Clause in Contracts

Properties; Encumbrances. Parent and each of its Subsidiaries has good and valid title to, or a valid leasehold interest in, all the properties and assets which it purports to own or lease (real, tangible, personal and mixed), including all the properties and assets reflected in the Parent Balance Sheet (except for personal property sold since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practice). All properties and assets reflected in the Parent Balance Sheet are free and clear of all Liens, except for Liens reflected on the Parent Balance Sheet and Liens for current taxes not yet due and other Liens that do not materially detract from the value or impair the use of the property or assets subject thereto. All material real property leases, licenses or other occupancy agreements to which Parent or any of its Subsidiaries is a party (collectively, the "Parent Real Property Leases") are either filed as exhibits to the Parent SEC Reports or complete copies thereof have been delivered to or made available to the Company. As of the date of this Agreement, (i) all Parent Real Property Leases are in full force and effect (except as such enforceability may be subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies); (ii) there is no existing material breach or violation of or default by Parent under any of the Parent Real Property Leases; (iii) no event has occurred with respect to Parent which, with notice or lapse of time or both, would constitute a material breach, violation or default of any of the Parent Real Property Leases; and (iv) to Parent's Knowledge, there are no material breaches, defaults or violations of any obligations of the landlord under any Parent Real Property Lease.

Properties; Encumbrances. Parent and each of its Subsidiaries The Company has good and valid title to, or a valid leasehold interest inin the property located at 3939 Xxxxxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxxxx 00000-0000 (xxe "Leased Property") free and clear of all liens, mortgages or deeds of trust, claims against title, security interests or other encumbrances on title ("Liens") or any rights of way, written agreements, laws, ordinances or regulations affecting the properties use or occupancy of such properties, or any reservations of an interest in title ("Restrictions") except (i) Liens and assets which it purports to own or lease (real, tangible, personal and mixed), including all the properties and assets Restrictions reflected in the Parent Balance Sheet Company Financial Statements, (except ii) Liens and Restrictions for personal property sold since the date taxes not yet due and payable or being contested in good faith, (iii) Liens and Restrictions attaching by operation of the Parent Balance Sheet law, incurred in the ordinary course of business consistent with past practicepractices and securing payments not past due, (iv) the rights of landlords or sublessors under the applicable lease, (v) Liens and Restrictions disclosed in the Company Disclosure Schedule and (vi) Liens and Restrictions which do not have, individually or in the aggregate, a Material Adverse Effect (collectively, the "Company Permitted Liens"). All properties and assets reflected Neither the Company nor any of its Subsidiaries own any real property or lease or otherwise use any real property other than the Leased Property in the Parent Balance Sheet are free and clear conduct of all Liens, except for Liens reflected on the Parent Balance Sheet and Liens for current taxes not yet due and other Liens that do not materially detract from the value or impair the use of the property or assets subject theretoits business. All material real property leases, licenses or other occupancy agreements rental payments due under the lease pursuant to which Parent or the Company uses the Leased Property have been paid and neither the Company nor any of its Subsidiaries is a party (collectivelyin default, and to the Knowledge of the Company, the "Parent Real Property Leases") are either filed as exhibits to landlord under the Parent SEC Reports lease is not in default, and no condition or complete copies thereof have been delivered to or made available to event exists which with the Company. As giving of the date of this Agreement, (i) all Parent Real Property Leases are in full force and effect (except as such enforceability may be subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies); (ii) there is no existing material breach or violation of or default by Parent under any of the Parent Real Property Leases; (iii) no event has occurred with respect to Parent which, with notice or lapse the passage of time time, or both, would constitute a material breach, violation default by any party under any such lease other than any such non-payment or default of any of which could not have, individually or in the Parent Real Property Leases; and (iv) to Parent's Knowledgeaggregate, there are no material breaches, defaults or violations of any obligations of the landlord under any Parent Real Property Leasea Material Adverse Effect.

Properties; Encumbrances. Parent The Company and each of its Subsidiaries has have good and valid marketable title in fee simple to, or a valid leasehold interest in, all each of the real properties and assets reflected on the Company Financial Statements or which it purports to own have been acquired after the date thereof or lease used or controlled by them as of the date hereof (realcollectively, tangible, personal and mixedthe "Company Properties"), including in each case, free and clear of all liens, mortgages or deeds of trust, claims against title, security interests or other encumbrances on title ("Liens") or any rights of way, written agreements, laws, ordinances or regulations affecting the properties use or occupancy of such properties, or any reservations of an interest in title ("Restrictions") except (i) Liens and assets Restrictions reflected in the Parent Balance Sheet Company Financial Statements, (except ii) Liens and Restrictions for personal property sold since the date taxes not yet due and payable or being contested in good faith, (iii) Liens and Restrictions attaching by operation of the Parent Balance Sheet law, incurred in the ordinary course of business consistent with past practicepractices and securing payments not past due, (iv) the rights of landlords or sublessors under the applicable lease, (v) Liens and Restrictions disclosed in the Disclosure Schedule and (vi) Liens and Restrictions which do not have, individually or in the aggregate, a Material Adverse Effect (collectively, the "Company Permitted Liens"). All properties and assets reflected Neither the Company nor any of its Subsidiaries own any real property or lease or otherwise use any real property other than the Company Properties in the Parent Balance Sheet are free conduct of its business. All rental payments due under the lease pursuant to which the Company uses the Company Properties have been paid and clear neither the Company nor any of all Liensits Subsidiaries is in default (nor to the Company's knowledge, except for Liens reflected on the Parent Balance Sheet and Liens for current taxes not yet due and other Liens that do not materially detract from the value or impair the use is any landlord of the property or assets subject thereto. All material real property leases, licenses or other occupancy agreements to which Parent Company alleging that either the Company or any of its Subsidiaries is a party (collectivelyin default), and to the knowledge of the Company, the "Parent Real Property Leases") are either filed as exhibits to landlord under the Parent SEC Reports lease is not in default, and no condition or complete copies thereof have been delivered to or made available to event exists which with the Company. As giving of the date of this Agreement, (i) all Parent Real Property Leases are in full force and effect (except as such enforceability may be subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies); (ii) there is no existing material breach or violation of or default by Parent under any of the Parent Real Property Leases; (iii) no event has occurred with respect to Parent which, with notice or lapse the passage of time time, or both, would constitute a material breach, violation default by any party under any such lease other than any such non-payment or default of any of which could not have, individually or in the Parent Real Property Leases; and (iv) to Parent's Knowledgeaggregate, there are no material breaches, defaults or violations of any obligations of the landlord under any Parent Real Property Leasea Material Adverse Effect.

Properties; Encumbrances. Parent and each of its Subsidiaries The Company has good and valid title to, or a valid leasehold interest inin the property located at 0000 Xxxxxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxxxx 00000-0000 (the "Leased Property") free and clear of all liens, mortgages or deeds of trust, claims against title, security interests or other encumbrances on title ("Liens") or any rights of way, written agreements, laws, ordinances or regulations affecting the properties use or occupancy of such properties, or any reservations of an interest in title ("Restrictions") except (i) Liens and assets which it purports to own or lease (real, tangible, personal and mixed), including all the properties and assets Restrictions reflected in the Parent Balance Sheet Company Financial Statements, (except ii) Liens and Restrictions for personal property sold since the date taxes not yet due and payable or being contested in good faith, (iii) Liens and Restrictions attaching by operation of the Parent Balance Sheet law, incurred in the ordinary course of business consistent with past practicepractices and securing payments not past due, (iv) the rights of landlords or sublessors under the applicable lease, (v) Liens and Restrictions disclosed in the Company Disclosure Schedule and (vi) Liens and Restrictions which do not have, individually or in the aggregate, a Material Adverse Effect (collectively, the "Company Permitted Liens"). All properties and assets reflected Neither the Company nor any of its Subsidiaries own any real property or lease or otherwise use any real property other than the Leased Property in the Parent Balance Sheet are free and clear conduct of all Liens, except for Liens reflected on the Parent Balance Sheet and Liens for current taxes not yet due and other Liens that do not materially detract from the value or impair the use of the property or assets subject theretoits business. All material real property leases, licenses or other occupancy agreements rental payments due under the lease pursuant to which Parent or the Company uses the Leased Property have been paid and neither the Company nor any of its Subsidiaries is a party (collectivelyin default, and to the Knowledge of the Company, the "Parent Real Property Leases") are either filed as exhibits to landlord under the Parent SEC Reports lease is not in default, and no condition or complete copies thereof have been delivered to or made available to event exists which with the Company. As giving of the date of this Agreement, (i) all Parent Real Property Leases are in full force and effect (except as such enforceability may be subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies); (ii) there is no existing material breach or violation of or default by Parent under any of the Parent Real Property Leases; (iii) no event has occurred with respect to Parent which, with notice or lapse the passage of time time, or both, would constitute a material breach, violation default by any party under any such lease other than any such non-payment or default of any of which could not have, individually or in the Parent Real Property Leases; and (iv) to Parent's Knowledgeaggregate, there are no material breaches, defaults or violations of any obligations of the landlord under any Parent Real Property Leasea Material Adverse Effect.

Properties; Encumbrances. Parent Each of the Company and each of its Subsidiaries has good and valid title to, or a valid leasehold interest in, all the properties and assets which it purports to own or lease (real, tangible, personal and mixed), including all the properties and assets reflected in the Parent Company Balance Sheet (except for personal property sold since the date of the Parent Company Balance Sheet in the ordinary course of business consistent with past practice). All properties and assets reflected in the Parent Company Balance Sheet are free and clear of all Liens, except for Liens reflected on the Parent Company Balance Sheet and Liens for current taxes not yet due and other Liens that do not materially detract from the value or impair the use of the property or assets subject thereto. Section 3.15 of the Company Disclosure Schedule sets forth a true, complete and correct list of all real property owned, leased, subleased or licensed by the Company and the location of such premises. All material real property leases, licenses or other occupancy agreements to which Parent the Company or any of its Subsidiaries is a party (collectively, the "Parent Company Real Property Leases") are either filed as exhibits to the Parent Company SEC Reports or complete copies thereof have been delivered to or made available to Parent. Section 3.15 of the Company Disclosure Schedule lists all Company Real Property Leases other than the Company Real Property Leases which are listed as an exhibit to the Company. 's most recent annual report on Form 10-K or a subsequent quarterly report on Form 10-Q. As of the date of this Agreement, (i) all Parent Company Real Property Leases are in full force and effect (except as such enforceability may be subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies); , (ii) there is no existing material breach or violation of or default by Parent the Company or any of its Subsidiaries under any of the Parent Company Real Property Leases; , except such breaches, violations and defaults as have been waived in writing, (iii) no event has occurred with respect to Parent the Company or any of its Subsidiaries which, with notice or lapse of time or both, would constitute a material breach, violation or default of any of the Parent Company Real Property Leases; , and (iv) to Parentthe Company's Knowledge, there are no material breaches, defaults or violations of any material obligations of the landlord under any Parent Company Real Property Lease.

Properties; Encumbrances. Parent (a) Part 3.5 of the Xxxx Disclosure Letters contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by each of its Subsidiaries has the Xxxx II Entities. Sellers have delivered or made available to Janus copies of the deeds and other instruments (as recorded) by which the Xxxx II Entities acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Xxxx Entities and relating to such property or interests. The Xxxx II Entities own (with good and valid marketable title toin the case of real property, or a valid leasehold interest in, subject only to the matters permitted by the following sentence) all the properties and assets which it purports (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the Owned Hotels or lease (real, tangible, personal reflected as owned in the books and mixed)records of the Xxxx II Entities, including all of the properties and assets reflected in the Parent Balance Sheet (Xxxx II Entities Financial Statements except for personal property sold since the date of the Parent Balance Sheet such financial statement, in the ordinary course of business consistent with past practicebusiness). The personal property owned by each of the Xxxx II Entities is more particularly described in Part 3.5 of the Xxxx Disclosure Letters. All material properties and assets reflected in of the Parent Balance Sheet Xxxx II Entities are free and clear of all LiensEncumbrances and are not, except for Liens reflected on in the Parent Balance Sheet and Liens for current taxes not yet due and other Liens that do not materially detract from the value or impair the use case of the property or assets subject thereto. All material real property leasesproperty, licenses or other occupancy agreements to which Parent or any of its Subsidiaries is a party (collectively, the "Parent Real Property Leases") are either filed as exhibits to the Parent SEC Reports or complete copies thereof have been delivered to or made available to the Company. As of the date of this Agreement, (i) all Parent Real Property Leases are in full force and effect (except as such enforceability may be subject to laws any rights of general application relating to bankruptcyway, insolvency and the relief building use restrictions, exceptions, variances, reservations, or limitations of debtors and rules of law governing specific performanceany nature except, injunctive relief or other equitable remedies); (ii) there is no existing material breach or violation of or default by Parent under any of the Parent Real Property Leases; (iii) no event has occurred with respect to Parent whichall such properties and assets, (a) mortgages or security interests disclosed in Part 3.5 of the Xxxx Disclosure Letters and which secure specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, both would constitute a material breachdefault) exists, violation (b) liens for current taxes not yet due, and (c) with respect to real property as disclosed in the title reports for each of the Owned Hotels which are part of Part 3.5 of the applicable Xxxx Disclosure Letters and, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or default impairs the use of the property subject thereto, or impairs the operations of any Xxxx II Entity and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the Parent Real Property Leases; and (iv) to Parent's Knowledge, there are no material breaches, defaults or violations of any obligations property subject thereto. All Owned Hotels lie wholly within the boundaries of the landlord under real property owned by the Xxxx Entities and do not encroach upon the property of, or otherwise conflict with the property rights of, any Parent Real Property Leaseother Person.