Common use of Title; Sufficiency Clause in Contracts

Title; Sufficiency. (a) Each Subsidiary has good and marketable fee simple or leasehold title, as the case may be, to its respective Real Property. Each Subsidiary has good and valid title to its respective Personal Property. (b) The Real Property and the Personal Property is held by each respective Subsidiary free and clear of all liens, pledges, claims, charges, security interests or other encumbrances and is not, in the case of the Real Property, subject to any rights-of-way, building or use restrictions, exceptions, variances, reservations or limitations of any nature whatsoever except, with respect to such properties, (i) liens for current real property taxes and assessments, (ii) mechanics', carriers', workmen's, repairmen's and other statutory liens, rights of way, building or use restrictions, exceptions, easements, covenants, variances, reservations and other limitations of any kind, if any, which do not materially impair or interfere with the ordinary business operations of any particular Hospital or for which, in respect of matters affecting title to the Real Property, title insurance coverage has been obtained and in respect of liens are either not in default or Seller has taken action to bond over same to the extent required to preclude such Real Property, or any portion thereof, being subject to foreclosure or sale in satisfaction of the claim secured by such lien, and (iii) other such encumbrances as are set forth in Schedule 2.7(b). None of the Real Property is subject to a pending, or to Seller's knowledge threatened, condemnation or similar proceeding. (c) The Inventory with respect to each Hospital is, and at the Closing will be, maintained in such quantities as is consistent with such Hospital's historical practices. (d) The Assets and the Non-Operating Assets comprise substantially all of the property and assets used in the conduct of the businesses and operation of the Hospitals.

Title; Sufficiency. (a) Each Subsidiary Seller has good and marketable fee simple or leasehold title, as the case may be, to its respective Real Property. Each Subsidiary Seller has good and valid title to its respective Personal Property, which individually or in the aggregate is material to the condition (financial or otherwise), operations or the business of the Hospital. (b) The Real Property and the Personal Property is held by each respective Subsidiary Seller free and clear of all liensLiens, pledges, claims, charges, security interests or other encumbrances and is not, in the case of the Real Property, subject to any rights-of-way, building or use restrictions, exceptions, variances, reservations or limitations of any nature whatsoever except, with respect to such properties, (i) liens for current real property taxes and assessmentsassessments not yet due and payable, (ii) mechanics', carriers', workmen's, repairmen's and other statutory liens, rights of way, building or use restrictions, exceptions, easements, covenants, variances, reservations and other limitations of any kind, if any, which do not materially impair or interfere with the ordinary business operations of any particular the Hospital or for which, in respect of matters affecting title to the Real Property, title insurance coverage has been obtained and in respect of liens are either not in default or Seller has taken action to bond over same to the extent required to preclude such Real Property, or any portion thereof, being subject to foreclosure or sale in satisfaction of the claim secured by such lien, and (iii) other such encumbrances as are set forth in Schedule 2.7(b). None of the Real Property is subject to a pending, or to Seller's knowledge threatened, condemnation or similar proceeding. (c) The Inventory with respect to each the Hospital is, and at the Closing Date will be, maintained in such quality and quantities as is consistent with such the Hospital's historical practices. (d) The Assets and the Non-Operating Excluded Assets comprise substantially all of the property and assets used in the conduct of the businesses and operation of the HospitalsHospital. (e) Those assets listed on the spreadsheet which is attached to Schedule 1.10(y) are located at (i) the Department (i.e. on the fourth floor of the Hospital) or (ii) the office located at 0000 Xx Xxxxxx, Xxxxx Xxx Xxxxx, Xxxxxx.

Title; Sufficiency. (a) Each Subsidiary Seller has good and marketable fee simple or leasehold title, as the case may be, to its respective the Real Property. Each Subsidiary Seller has good and valid title to its respective the Personal Property, which individually or in the aggregate is material to the condition (financial or otherwise), operations or the business of the Hospital. (b) The Real Property and the Personal Property is held by each respective Subsidiary Seller free and clear of all liensLiens, pledges, claims, charges, security interests or other encumbrances and is not, in the case of the Real Property, subject to any rights-of-way, building or use restrictions, exceptions, variances, reservations or limitations of any nature whatsoever except, with respect to such properties, (i) liens for current real property taxes and assessmentsassessments not yet due and payable, (ii) mechanics', carriers', workmen's, repairmen's and other statutory liens, rights of way, building or use restrictions, exceptions, easements, covenants, variances, reservations and other limitations of any kind, if any, which do not materially impair or interfere with the ordinary business operations of any particular the Hospital or for which, in respect of matters affecting title to the Real Property, title insurance coverage has been obtained and in respect of liens are either not in default or Seller has taken action to bond over same to the extent required to preclude such Real Property, or any portion thereof, being subject to foreclosure or sale in satisfaction of the claim secured by such lienobtained, and (iii) other such encumbrances as are set forth in Schedule 2.7(b) (collectively, "Permitted Liens"). None of the Real Property is subject to a pending, or to Seller's knowledge threatened, condemnation or similar proceeding. None of the Real Property is subject to any option, right of first refusal or other contractual right to sell, dispose of or lease such Real Property, except as set forth in Schedule 2.7(b). (c) The Inventory with respect to each the Hospital is, and at the Closing will be, maintained in such quality and quantities as is consistent with such the Hospital's historical practices. (d) The Assets and the Non-Operating Excluded Assets comprise substantially all of the property property, assets, licenses, rights and assets agreements used in the conduct of the businesses and operation of the HospitalsHospital.

Title; Sufficiency. (a) Each Subsidiary Except as set forth in Schedule 2.7(a), (i) each Seller has good and marketable fee simple or leasehold title, as the case may be, to its respective Real Property. Each Subsidiary Property and (ii) each Seller has good and valid title to its respective Personal Property. (b) The Real Property and the Personal Property is held by each respective Subsidiary Seller free and clear of all liensLiens, pledges, claims, charges, security interests or other encumbrances and is not, in the case of the Real Property, subject to any rights-of-way, building or use restrictions, exceptions, variances, reservations or limitations of any nature whatsoever except, with respect to such properties, (i) liens Liens for current real property taxes and assessmentsassessments not yet due and payable, (ii) mechanics', carriers', workmen's, repairmen's and other statutory liens, rights of way, building or use restrictions, exceptions, easements, covenants, variances, reservations and other limitations of any kind, if any, which do not materially impair or interfere with the ordinary business operations of any particular Hospital or for which, in respect of matters affecting title to the Real Property, title insurance coverage has been obtained and in respect of liens are either not in default or Seller has taken action to bond over same to the extent required to preclude such Real Property, or any portion thereof, being subject to foreclosure or sale in satisfaction of the claim secured by such lienobtained, and (iii) other such encumbrances as are set forth in Schedule 2.7(b). None of the Real Property is subject to a pending, or to Seller's knowledge threatened, condemnation or similar proceeding. (c) The Inventory with respect to each Hospital is, and at the Closing Date will be, maintained in such quality and quantities as is consistent with such Hospital's historical practices. (d) The Assets and the Non-Operating Excluded Assets comprise substantially all of the property and assets used in the conduct of the businesses and operation of the Hospitals.

Title; Sufficiency. (a) Each Subsidiary Seller has good and marketable fee simple or leasehold title, as the case may be, to its respective Real Property. Each Subsidiary Seller has good and valid title to its respective Personal Property. (b) The Real Property and the Personal Property is held by each respective Subsidiary Seller free and clear of all liens, pledges, claims, charges, security interests or other encumbrances and is not, in the case of the Real Property, subject to any rights-of-way, building or use restrictions, exceptions, variances, reservations or limitations of any nature whatsoever except, with respect to such properties, (i) liens for current real property taxes and assessments, (ii) mechanics'’, carriers'’, workmen's’s, repairmen's ’s and other statutory liens, rights of way, building or use restrictions, exceptions, easements, covenants, variances, reservations and other limitations of any kind, if any, which do not materially impair or interfere with the ordinary business operations of any particular Hospital or for which, in respect of matters affecting title to the Real Property, title insurance coverage has been obtained and obtained, (iii) those standard printed exceptions customarily set forth in title reports or title policies (other than exceptions for matters identified in the Surveys with respect of liens are either not in default or Seller has taken action to bond over same to the extent required to preclude such Real Property, or any portion thereof, being subject to foreclosure or sale in satisfaction of the claim secured by such lien), and (iiiiv) other such encumbrances as are set forth in Schedule 2.7(b). None of the Real Property is subject to a pending, or to Seller's ’s knowledge threatened, condemnation or similar proceeding. (c) The Inventory with respect to each Hospital is, and at the Closing Date will be, maintained in such quality and quantities as is consistent with such Hospital's ’s historical practices. (d) The Assets and the Non-Operating Excluded Assets comprise substantially all of the property and assets used in the conduct of the businesses and operation of the Hospitals.