Common use of Properties; Encumbrances Clause in Contracts

Properties; Encumbrances. 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 Company Balance Sheet (except for personal property sold since the date of the Company Balance Sheet in the ordinary course of business consistent with past practice). All properties and assets reflected in the Company Balance Sheet are free and clear of all Liens, except for Liens reflected on the 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 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. Each of the Company and each of its Subsidiaries is and has been in material compliance with the provisions of each lease or sublease for the real property which is set forth in Section 3.15 of the Disclosure Schedule.

Properties; Encumbrances. Each of the Company and each of its Subsidiaries subsidiaries has good good, valid and valid marketable 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, tangible and intangible), including including, without limitation, all the properties and assets reflected in the Company Balance Sheet (except for personal property sold since the date of the Company Balance Sheet in the ordinary course of business consistent with past practice). All properties and assets reflected in the Company Balance Sheet are free and clear of all Liens, except for Liens reflected on the Company Balance Sheet and Liens for current taxes not yet due and other Liens that do would not materially detract from the value or impair the use reasonably be expected to have a Material Adverse Effect on Company. The consummation of the property Merger will not constitute a breach of or assets subject theretoa default under any of Company’s leaseholds. Section 3.15 of the Disclosure Schedule 3.18 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. Each of the Company and each of its Subsidiaries subsidiaries is and has been in material compliance with the material provisions of each lease or sublease for the real property which is set forth in Section 3.15 of the Disclosure ScheduleSchedule 3.18.