Common use of Title, Etc Clause in Contracts

Title, Etc. (a) Except as set forth in Schedule 7.10, each Group Member has good title to, or valid leasehold interests in, its material Properties, (i) except in cases where the failure to have such title or leasehold interests would not reasonably be expected to result in a Material Adverse Effect and (ii) free and clear of all Liens, except Permitted Liens. (b) Except for matters that would not reasonably be expected to have a Material Adverse Effect, (i) all leases and agreements necessary for the conduct of the business of each Group Member are valid and subsisting and in full force and effect and (ii) there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement.