Common use of Real and Personal Property; Title to Property; Leases Clause in Contracts

Real and Personal Property; Title to Property; Leases. (a) Seller has good and valid title, free of encumbrances in and to the Owned Real Property, the Personal Property and the other Assets, except for (i) any lien for taxes not yet due and payable, (ii) any lease obligations included in the Assumed Obligations, (iii) easements, rights of way, and other restrictions of record, (iv) statutory liens of landlords, liens of carriers, warehousemen, mechanical and materialmen and other liens imposed by law in the ordinary course of business, (v) any liens on any furniture, equipment, fixtures or Inventory pursuant to any capital lease or any other lease being assumed by Purchaser as an Assumed Obligation, (vi) any encumbrances or defects that do not materially interfere with the operations of the Hospital in any manner consistent with the current use by Seller, and (vii) those liens and encumbrances relating to Seller’s outstanding debt owed to The Huntington National Bank listed in Schedule 2.7(a), which shall be discharged at or prior to the Closing (collectively, the “Permitted Encumbrances”). Except as shown in Schedule 2.7(a), all material tangible properties of Seller are, to the Knowledge of Seller, in a reasonably good state of maintenance and repair (except for ordinary wear and tear) and in operating condition. (b) The Owned Real Property listed in Schedule 1.2(a) consists of all Real Property owned by Seller and used in the conduct of the business of the Hospital. (c) The Leased Real Property listed in Schedule 1.2(b) consists of all Real Property leased by Seller and used in the conduct of the business of the Hospital. (d) Seller has heretofore made available to Purchaser a true, correct and complete copy of all of the Leases. Except as shown in Schedule 2.7(d), no consents are required of third parties to the assignment of the Leases. (e) At Closing, Seller will convey to Purchaser good and valid title to the Owned Real Property and all other Assets and a valid leasehold interest in the Leased Real Property, subject to no mortgage, lien, pledge, security interest, conditional sales agreement, right of first refusal, option or encumbrance, except for Permitted Encumbrances and the rights of any lessor or licensor of leased or licensed personal property. (f) The Leases constitute the entire agreement to which Seller is a party with respect to the properties which are demised pursuant thereto. (g) Seller has accepted possession of the Leased Real Property pursuant to each Real Property Lease in which it is the lessee and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. (h) As of the date hereof, all conditions precedent to the enforceability of each Lease have been satisfied and, to the Knowledge of Seller, there exists no breach or default, nor state of facts which, with the passage of time, notice, or both, would result in a breach or default on the part of Seller or, to the knowledge of Seller, the other party thereunder. (i) Seller has no Knowledge of, and, during the past three (3) years, Seller has not received any written notice of, non-compliance with law, zoning ordinance or other restriction with respect to any Real Property. (j) There is no pending or, to the Knowledge of Seller, threatened action that would materially interfere with the ownership, use or quiet enjoyment of any Real Property by Seller. (k) Seller has no Knowledge of, and, during the past three (3) years, Seller has not received any notice of, any proposed special assessments, threatened condemnation or any proposed material changes in property tax or land use laws affecting the Real Property. (l) The Assets constitute all of the property necessary for Purchaser to operate the Hospital after the Effective Time in substantially the same manner as Seller operates the Hospital as of the date hereof.

Real and Personal Property; Title to Property; Leases. (a) Each Seller has good and valid title, free of encumbrances title in and to the Owned Real PropertyProperty shown as owned by such Seller on any Schedule hereto, the and to all Personal Property and the other Assets, except for free and clear of Liens, subject only to (i) any lien Liens for taxes not yet due and payable, (ii) any lease obligations included in the Assumed ObligationsLiabilities, (iii) easements, rights of way, and other restrictions of record[reserved], (iv) statutory liens of landlords, liens of carriers, warehousemen, mechanical and materialmen those exceptions and other liens imposed matters set forth in Schedule B-Sections 1 and 2 of the title commitment for the respective parcels of Real Property as set forth in Exhibits F-1, F-2 and F-3 attached hereto (the “Title Commitments“), other than those exceptions and other matters identified therein to be satisfied or complied with by law in the ordinary course of businessSellers, and (v) any liens easements and other restrictions that are visible and apparent on any furniture, equipment, fixtures or Inventory pursuant to any capital lease or any other lease being assumed by Purchaser as an Assumed Obligation, (vi) any encumbrances or defects that of the Real Property on the Execution Date and do not materially interfere with the operations of any Facility on any of the Hospital Real Property in any manner consistent with the current use operation thereof by SellerSellers (items (i), (ii), (iii), (iv) and (vii) those liens and encumbrances relating to Seller’s outstanding debt owed to The Huntington National Bank listed in Schedule 2.7(av), which shall be discharged at or prior to the Closing (collectively, the “Permitted Encumbrances”). Except as shown in Schedule 2.7(a)) and to Seller’s Knowledge, all no material tangible properties of Seller are, defects exist with respect to the Knowledge of Seller, in a reasonably good condition or state of maintenance and or repair (except of any Assets that would restrict or prevent the operations of any Facility on any of the Real Property in a manner consistent with the current operation thereof by Sellers. Sellers have completed strengthening all interior walls in Unit 300 of the Facility located in Augusta, Georgia. Except for ordinary wear and tear) and Permitted Encumbrances, on or after the Execution Date, no Seller shall take, or consent to, any steps or actions which will in operating conditionany manner adversely alter the status of the title to any of the Real Property without Purchaser’s prior written consent. Except for Permitted Encumbrances, no Seller shall execute, grant or record any Liens or other agreements or matters with respect to any of the Real Property without Purchaser’s prior written consent. (b) The Owned Real Property listed in Schedule 1.2(a) consists of all Real Property real property owned by any Seller and, together with the real property leased pursuant to the Oconee County Lease and the Xxxxxx City Sublease, constitutes all real property used in the conduct of the business of the HospitalFacilities. (c) The Leased Other than leases of the Real Property listed in from one Seller to another Seller or to an Owner, all of which leases are identified on Schedule 1.2(b2.7(c) consists of all (the “Real Property leased by Seller Leases”) and used in which, except for the conduct Xxxxxx Lease, shall be terminated at or prior to Closing at no cost to Purchaser, there are no leases of any of the business of the HospitalReal Property. (d) Seller has Sellers have heretofore made available to Purchaser a true, correct and complete copy of all of the Leases. Except as shown set forth in Schedule 2.7(d), no consents are required of to be obtained from any third parties to party for the assignment of any of the LeasesLeases to Purchaser hereunder. (e) At Closing, Seller Sellers will convey to Purchaser good and valid title to the Owned Real Property and all other Assets and a valid leasehold interest in the Leased Real Propertyall of Sellers’ leased property, subject to no mortgage, lien, pledge, security interestfree and clear of all Liens, conditional sales agreementagreements, right rights of first refusal, option refusal or encumbranceoptions, except for Permitted Encumbrances and the rights of any lessor or licensor of leased or licensed personal propertyPersonal Property expressly set forth in the applicable written Lease or license Contract. (f) The Leases Leases, the Real Property Leases, the Xxxxxx City Sublease and the Oconee County Lease constitute all of the entire agreement agreements to which any Seller is a party with respect to the leasehold interests in properties which are demised pursuant theretothereto and pertain to all real and personal property leased by any Seller and used in the conduct of the business of any Facility. (g) Seller has accepted possession of the Leased Real Property pursuant to each Real Property Lease Except as set forth in which it is the lessee and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. (h) As of the date hereofSchedule 2.7(g), all conditions precedent to the enforceability of each Lease have been satisfied and, to the Knowledge of Seller, and there exists no breach or default, nor state of facts which, with the passage of time, notice, or both, would result in a breach or default on the part of the Seller party thereto or, to the knowledge Knowledge of SellerSellers, the any other party thereunder. (ih) Seller has Sellers have no Knowledge of, and, during the past three (3) years, no Seller has not received any written notice of, non-compliance in any material respect with law, zoning ordinance any Legal Requirement or other restriction with respect to any of the Real Property. (ji) There is no pending or, to the Knowledge of SellerSellers, threatened action that would materially interfere with the ownership, use or quiet enjoyment of any of the Real Property by any Seller. (kj) Seller has Sellers have no Knowledge of, and, during the past three (3) years, no Seller has not received any notice of, any proposed special assessments, threatened condemnation or any proposed material changes in property tax or land use laws Legal Requirements affecting any of the Real Property. (lk) The Assets constitute include in all material respects all of the property necessary for Purchaser used by Sellers to operate the Hospital after the Effective Time in substantially the same manner as Seller operates the Hospital Facilities as of the date hereofExecution Date.

Real and Personal Property; Title to Property; Leases. (a) Each Seller has good and valid title, free of encumbrances title in and to the Owned Real PropertyProperty shown as owned by such Seller on any Schedule hereto, the and to all Personal Property and the other Assets, except for free and clear of Liens, subject only to (i) any lien Liens for taxes not yet due and payable, (ii) any lease AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (FOCUS) – Page 27 obligations included in the Assumed ObligationsLiabilities, (iii) easementsany Liens securing the HUD Loan, rights of way, and other restrictions of recordif any, (iv) statutory liens of landlords, liens of carriers, warehousemen, mechanical and materialmen those exceptions and other liens imposed matters set forth in Schedule B-Sections 1 and 2 of the title commitment for the respective parcels of Real Property as set forth in Exhibits F-1, F-2 and F-3 attached hereto (the “Title Commitments“), other than those exceptions and other matters identified therein to be satisfied or complied with by law in the ordinary course of businessSellers, and (v) any liens easements and other restrictions that are visible and apparent on any furniture, equipment, fixtures or Inventory pursuant to any capital lease or any other lease being assumed by Purchaser as an Assumed Obligation, (vi) any encumbrances or defects that of the Real Property on the Execution Date and do not materially interfere with the operations of any Facility on any of the Hospital Real Property in any manner consistent with the current use operation thereof by SellerSellers (items (i), (ii), (iii), (iv) and (vii) those liens and encumbrances relating to Seller’s outstanding debt owed to The Huntington National Bank listed in Schedule 2.7(av), which shall be discharged at or prior to the Closing (collectively, the “Permitted Encumbrances”). Except as shown in Schedule 2.7(a)) and to Seller’s Knowledge, all no material tangible properties of Seller are, defects exist with respect to the Knowledge of Seller, in a reasonably good condition or state of maintenance and or repair (except of any Assets that would restrict or prevent the operations of any Facility on any of the Real Property in a manner consistent with the current operation thereof by Sellers. Except for ordinary wear and tear) and Permitted Encumbrances, on or after the Execution Date, no Seller shall take, or consent to, any steps or actions which will in operating conditionany manner adversely alter the status of the title to any of the Real Property without Purchaser’s prior written consent. Except for Permitted Encumbrances, no Seller shall execute, grant or record any Liens or other agreements or matters with respect to any of the Real Property without Purchaser’s prior written consent. (b) The Owned Real Property listed in Schedule 1.2(a) consists of all Real Property real property owned by any Seller and, together with the real property leased pursuant to those certain Apartment Lease Agreements between Xxxxxx Falls LTD. and Focus FL identified on Schedule 1.2(e) (the “Focus FL Apartment Leases”), constitutes all real property used in the conduct of the business of the HospitalFacilities. (c) The Leased Other than leases of the Real Property listed in from one Seller to another Seller or to an Owner, all of which leases are identified on Schedule 1.2(b2.7(c) consists of all (the “Real Property leased by Seller Leases”) and used in which, except for the conduct Xxxxxx City Sublease, the Xxxxxx City Prime Lease and the DE Lease, shall be terminated at or prior to Closing at no cost to Purchaser, there are no leases of any of the business of the HospitalReal Property. (d) Seller has Sellers have heretofore made available to Purchaser a true, correct and complete copy of all of the Leases. Except as shown set forth in Schedule 2.7(d), no consents are required of to be obtained from any third parties to party for the assignment of any of the LeasesLeases to Purchaser hereunder. (e) At Closing, Seller Sellers will convey to Purchaser good and valid title to the Owned Real Property and all other Assets and and, except as otherwise provided herein, a valid leasehold interest in the Leased Real Propertyall of Sellers’ leased property, subject to no mortgage, lien, pledge, security interestfree and clear of all Liens, conditional sales agreementagreements, right rights of first refusal, option refusal or encumbranceoptions, except for Permitted Encumbrances and the rights of any lessor or licensor of leased or licensed personal propertyPersonal Property expressly set forth in the applicable written Lease or license Contract. (f) The Leases, the Real Property Leases and the Focus FL Apartment Leases constitute all of the entire agreement agreements to which any Seller is a party with respect to the leasehold interests in properties which are demised pursuant theretothereto and pertain to all real and personal property leased by any Seller and used in the conduct of the business of any Facility. (g) Seller has accepted possession of the Leased Real Property pursuant to each Real Property Lease Except as set forth in which it is the lessee and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. (h) As of the date hereofSchedule 2.7(g), all conditions precedent to the enforceability of each Lease have been satisfied and, to the Knowledge of Seller, and there exists no breach or default, nor state of facts which, with the passage of time, notice, or both, would result in a breach or default on the part of the Seller or, to the knowledge of Seller, the other party thereunder. (i) Seller has no Knowledge of, and, during the past three (3) years, Seller has not received any written notice of, non-compliance with law, zoning ordinance or other restriction with respect to any Real Property. (j) There is no pending thereto or, to the Knowledge of Seller, threatened action that would materially interfere with the ownership, use or quiet enjoyment of any Real Property by Seller. (k) Seller has no Knowledge of, and, during the past three (3) years, Seller has not received any notice ofSellers, any proposed special assessments, threatened condemnation or any proposed material changes in property tax or land use laws affecting the Real Propertyother party thereunder. (l) The Assets constitute all of the property necessary for Purchaser to operate the Hospital after the Effective Time in substantially the same manner as Seller operates the Hospital as of the date hereof.

Real and Personal Property; Title to Property; Leases. (a) Each Seller has good and valid title, free of encumbrances title in and to the Owned Real PropertyProperty shown as owned by such Seller on any Schedule hereto, the and to all Personal Property and the other Assets, except for free and clear of Liens, subject only to (i) any lien Liens for taxes not yet due and payable, (ii) any lease obligations included in the Assumed ObligationsLiabilities, (iii) easementsany Liens for Assumed Indebtedness, rights of way, and other restrictions of recordif any, (iv) statutory liens of landlords, liens of carriers, warehousemen, mechanical and materialmen those exceptions and other liens imposed matters set forth in Schedule B-Sections 1 and 2 of the title commitment for the respective parcels of Real Property as set forth in Exhibits F-1, F-2, F-3 and F-4 attached hereto (the “Title Commitments“), other than those exceptions and other matters identified therein to be satisfied or complied with by law in the ordinary course of businessSellers, and (v) any liens easements and other restrictions that are visible and apparent on any furniture, equipment, fixtures or Inventory pursuant to any capital lease or any other lease being assumed by Purchaser as an Assumed Obligation, (vi) any encumbrances or defects that of the Real Property on the Execution Date and do not materially interfere with the operations of any Facility on any of the Hospital Real Property in any manner consistent with the current use operation thereof by SellerSellers (items (i), (ii), (iii), (iv) and (vii) those liens and encumbrances relating to Seller’s outstanding debt owed to The Huntington National Bank listed in Schedule 2.7(av), which shall be discharged at or prior to the Closing (collectively, the “Permitted Encumbrances”). Except as shown in Schedule 2.7(a)) and to Seller’s Knowledge, all no material tangible properties of Seller are, defects exist with respect to the Knowledge of Seller, in a reasonably good condition or state of maintenance and or repair (except of any Assets that would restrict or prevent the operations of any Facility on any of the Real Property in a manner consistent with the current operation thereof by Sellers. Except for ordinary wear and tear) and Permitted Encumbrances, on or after the Execution Date, no Seller shall take, or consent to, any steps or actions which will in operating conditionany manner adversely alter the status of the title to any of the Real Property without Purchaser’s prior written consent. Except for Permitted Encumbrances, no Seller shall execute, grant or record any Liens or other agreements or matters with respect to any of the Real Property without Purchaser’s prior written consent. (b) The Owned Real Property listed in Schedule 1.2(a) consists of all Real Property real property owned by any Seller and, together with the real property leased pursuant to those certain Apartment Lease Agreements between Xxxxxx Falls LTD. and Focus FL identified on Schedule 1.2(e) (the “Focus FL Apartment Leases”), constitutes all real property used in the conduct of the business of the HospitalFacilities. (c) The Leased Other than leases of the Real Property listed in from one Seller to another Seller or to an Owner, all of which leases are identified on Schedule 1.2(b2.7(c) consists of all (the “Real Property leased by Seller Leases”) and used in which, except for the conduct Xxxxxx City Sublease and the Xxxxxx City Prime Lease, shall be terminated at or prior to Closing at no cost to Purchaser, there are no leases of any of the business of the HospitalReal Property. (d) Seller has Sellers have heretofore made available to Purchaser a true, correct and complete copy of all of the Leases. Except as shown set forth in Schedule 2.7(d), no consents are required of to be obtained from any third parties to party for the assignment of any of the LeasesLeases to Purchaser hereunder. (e) At Closing, Seller Sellers will convey to Purchaser good and valid title to the Owned Real Property and all other Assets and a valid leasehold interest in the Leased Real Propertyall of Sellers’ leased property, subject to no mortgage, lien, pledge, security interestfree and clear of all Liens, conditional sales agreementagreements, right rights of first refusal, option refusal or encumbranceoptions, except for Permitted Encumbrances and the rights of any lessor or licensor of leased or licensed personal propertyPersonal Property expressly set forth in the applicable written Lease or license Contract. (f) The Leases, the Real Property Leases and the Focus FL Apartment Leases constitute all of the entire agreement agreements to which any Seller is a party with respect to the leasehold interests in properties which are demised pursuant theretothereto and pertain to all real and personal property leased by any Seller and used in the conduct of the business of any Facility. (g) Seller has accepted possession of the Leased Real Property pursuant to each Real Property Lease Except as set forth in which it is the lessee and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. (h) As of the date hereofSchedule 2.7(g), all conditions precedent to the enforceability of each Lease have been satisfied and, to the Knowledge of Seller, and there exists no breach or default, nor state of facts which, with the passage of time, notice, or both, would result in a breach or default on the part of the Seller party thereto or, to the knowledge Knowledge of SellerSellers, the any other party thereunder. (ih) Seller has Sellers have no Knowledge of, and, during the past three (3) years, no Seller has not received any written notice of, non-compliance in any material respect with law, zoning ordinance any Legal Requirement or other restriction with respect to any of the Real Property. (ji) There is no pending or, to the Knowledge of SellerSellers, threatened action that would materially interfere with the ownership, use or quiet enjoyment of any of the Real Property by any Seller. (kj) Seller has Sellers have no Knowledge of, and, during the past three (3) years, no Seller has not received any notice of, any proposed special assessments, threatened condemnation or any proposed material changes in property tax or land use laws Legal Requirements affecting any of the Real Property. (lk) The Assets constitute include in all material respects all of the property necessary for Purchaser used by Sellers to operate the Hospital after the Effective Time in substantially the same manner as Seller operates the Hospital Facilities as of the date hereofExecution Date. (l) Sellers have not conveyed or otherwise granted access or parking rights for the benefit of “Parcel 2” (as identified on the Plat recorded in Plat Book 27, Page 193, Records of Xxxxx County, Georgia) on or across the Real Property (identified as “Parcel 1” on such Plat). The Permitted Encumbrance for the parking shown on such Plat shall identify the same as an encroachment from Parcel 1 upon Parcel 2.

Real and Personal Property; Title to Property; Leases. (a) Seller has good and valid title, free of encumbrances encumbrances, in and to the Owned Real Property, the Personal Property and the other Assets, except for (i) any lien for taxes not yet due and payable, (ii) any lease obligations included in the Assumed Obligations, (iii) easements, rights of way, easements and other restrictions of record, or that are visible on the Real Property, (iv) statutory liens of landlords, liens of carriers, warehousemen, mechanical and materialmen and other liens imposed by law in the ordinary course of business, (v) any liens on any furniture, equipment, fixtures or Inventory pursuant to any capital lease or any other lease being assumed by Purchaser as an Assumed Obligation, (vi) any encumbrances or defects that do not materially interfere with the operations of the Hospital on the Real Property in any manner consistent with the current use by Seller, (v) any liens that will be removed of record on or prior to the Closing Date, (vi) such partial exclusions from coverage appearing in the standard form of ALTA owner’s title insurance policy that are not customarily removed by affidavit in local transactions, (vii) printed exclusions from coverage appearing in the standard form of ALTA owner’s title insurance policy, provided that there shall be deleted therefrom any exception for possible unfiled mechanics’ liens or claims for labor or material furnished prior to the Effective Time upon Seller’s certification or, in the event that Seller is unable to certify to the Title Company that no building, construction, alterations, additions or repairs have been made to the Real Property within the four (4) month period preceding the Closing Date, then the exception for mechanics’ liens shall be insured over by affirmative coverage, Seller to pay any special premiums for mechanics’ lien coverage charged because of Seller’s failure to make such certification, and (viii) subsurface public utility easements for local distribution, such as for gas, water and sewer lines or electric, telephone or CATV cable, the location of which is ascertainable and fixed, provided that the exercise of the rights thereunder does not materially interfere with the operations of the Hospital in any manner consistent with the current use by Seller, and (vii) those liens and encumbrances relating to Seller’s outstanding debt owed to The Huntington National Bank listed in Schedule 2.7(a), which shall be discharged at or prior to the Closing Seller (collectively, the “Permitted Encumbrances”). Except as shown in Schedule 2.7(a)2.7, all material tangible properties of Seller are, to the Knowledge of Seller, in a reasonably good state of maintenance and repair (except for ordinary wear and tear) and in operating condition. (b) The Owned Real Property listed in Schedule 1.2(a) consists constitutes all of all Real Property the real property owned by Seller and that is used in the conduct of the business of the Hospital. (c) The Leased Real Property listed in Schedule 1.2(b) consists Assets constitute all of all Real Property leased by Seller and used the property necessary for Purchaser to operate the Hospital after the Effective Time in the conduct same manner as Seller operates the Hospital as of the business of the Hospitaldate hereof. (d) Seller has heretofore made available to Purchaser a true, correct and complete copy of all of the Leases. Except as shown in Schedule 2.7(d), no consents are required of third parties to the assignment of the Leases. (e) At Closing, Seller will convey to Purchaser good (i) good, valid and valid marketable fee simple title to all Assets other than the Owned Leased Real Property and all other Assets (ii) good, valid and a valid marketable leasehold interest in the Leased Real Property, in each case under clauses (i) and (ii) subject to no mortgage, lien, pledge, security interest, conditional sales agreement, right of first refusal, option or encumbrance, except for the Permitted Encumbrances and the rights of any lessor or licensor of leased or licensed personal property. (f) The Leases constitute the entire agreement to which Seller is a party with respect to the properties which are demised pursuant thereto. (g) Seller has accepted possession of the Leased Real Property pursuant to each Real Property Lease in which it is the lessee and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. (h) As of the date hereof, all conditions precedent to the enforceability of each Lease have been satisfied and, to the Knowledge of Seller, there exists no breach or default, nor state of facts which, with the passage of time, notice, or both, would result in a breach or default on the part of Seller or, to the knowledge of Seller, the other party thereunder. (ie) Seller has no Knowledge of, and, during the past three (3) years, Seller has not received any written notice of, Seller’s non-compliance with law, zoning ordinance or other restriction with respect to any of the Real Property. (jf) There is no pending or, to the Knowledge of Seller, threatened action that would materially interfere with the ownership, use or quiet enjoyment of any of the Real Property by Seller. (kg) Seller has no Knowledge of, and, during the past three (3) years, Seller has not received any notice of, any proposed special assessments, threatened condemnation or any proposed material changes in property tax or land use laws affecting the Real Property. (l) The Assets constitute all of the property necessary for Purchaser to operate the Hospital after the Effective Time in substantially the same manner as Seller operates the Hospital as of the date hereof.

Real and Personal Property; Title to Property; Leases. (a) Seller To the Knowledge of Seller, the Partnership has good and valid title, free of encumbrances in and to the Owned Real Property, the Personal Property and the other AssetsOther Property, except for (i) any lien for taxes not yet due and payable, (ii) any lease obligations included in the Assumed Obligations, (iii) easements, rights of way, those exceptions and other restrictions of record, (iv) statutory liens of landlords, liens of carriers, warehousemen, mechanical and materialmen matters set forth in Exhibit B. Such exceptions and other liens imposed by law in the ordinary course of business, (v) any liens on any furniture, equipment, fixtures or Inventory pursuant to any capital lease or any other lease being assumed by Purchaser as an Assumed Obligation, (vi) any encumbrances or defects that do not materially interfere with the operations of the Hospital in any manner consistent with the current use by Seller, and (vii) those liens and encumbrances relating to Seller’s outstanding debt owed to The Huntington National Bank listed in Schedule 2.7(a), which matters shall be discharged at or prior referred to the Closing (collectively, herein as the “Permitted Encumbrances”). Except as shown in Schedule 2.7(a), all material tangible properties of Seller are2.8, to the Knowledge of Seller, all material tangible properties of the Partnership are in a reasonably good state of maintenance and repair (except for ordinary wear and tear) and in operating condition. (b) The Owned Real Property listed in Schedule 1.2(a2.9(a) consists of all Real Property real property owned by Seller and used in the conduct of the business of the Hospital. (c) The Leased Real Property listed in Schedule 1.2(b) consists of all Real Property leased by Seller and used in the conduct of the business of the Hospital. (d) Seller has heretofore made available to Purchaser a true, correct and complete copy of all of the Leases. Except as shown in Schedule 2.7(d)2.8, no consents are required of third parties to the assignment change of control of the LeasesLeases arising from the transactions contemplated hereby. (ed) At ClosingTo the Knowledge of Seller, Seller will convey to Purchaser the Partnership holds good and valid indefeasible title to the Owned Real Property and all its other Assets assets and a valid leasehold interest in all of the Leased Real PropertyPartnership’s leased property, subject to no mortgage, lien, pledge, security interest, conditional sales agreement, right of first refusal, option or encumbrance, except for Permitted Encumbrances and the rights of any lessor or licensor of leased or licensed personal propertyPersonal Property. (fe) The To the Knowledge of Seller, the Leases constitute all of the entire agreement agreements to which Seller the Partnership is a party Party with respect to the properties which are demised pursuant theretothereto and pertain to all real and personal property leased by the Partnership and used in the conduct of the business of the Hospital. (g) Seller has accepted possession of the Leased Real Property pursuant to each Real Property Lease in which it is the lessee and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. (hf) As of the date hereof, to the Knowledge of Seller all conditions precedent to the enforceability of each Lease have been satisfied and, to the Knowledge of Seller, and there exists no breach or default, nor state of facts which, with the passage of time, notice, or both, would result in a breach or default on the part of Seller or, to the knowledge of Sellerthe Partnership, the other party Party thereunder. (ig) Seller has no Knowledge of, and, during and the past three (3) years, Seller Partnership has not received any written notice of, non-compliance with law, zoning ordinance or other restriction with respect to any Real Property. (jh) There is no pending or, to the Knowledge of Seller, threatened action that would materially interfere with the ownership, use or quiet enjoyment of any Real Property by Sellerthe Partnership. (ki) Seller has no Knowledge of, and, during and the past three (3) years, Seller Partnership has not received any notice of, any proposed special assessments, threatened condemnation or any proposed material changes in property tax or land use laws affecting the Real Property. (lj) The Assets assets described in Section 2.9 constitute all of the property necessary for Purchaser the Partnership to operate the Hospital after the Effective Time in substantially the same manner as Seller the Partnership operates the Hospital as of the date hereof. (k) To the Knowledge of Seller, all assessments and dues required under that certain Declaration of Covenants, Conditions and Restrictions affecting the Real Property recorded for record under Xxxxxx County Clerk’s File Number E702128 of the Official Public Records of Xxxxxx County, Texas (the “Declaration”) are paid. (l) To the Knowledge of Seller, the plans and specifications for the improvements (including curb cuts and driveways) on the Real Property comply with the Declaration and were approved in writing by the Kingwood Place Community Association, Inc. (m) To the Knowledge of Seller, there are no outstanding maintenance deficiencies per Section 10.01 of the Declaration.