Common use of Title to and Sufficiency of Assets Clause in Contracts

Title to and Sufficiency of Assets. (a) As of the date hereof the UNC Companies own, and as of the Effective Time the UNC Companies will own, good and marketable title to all of their assets constituting personal property which is material to any of the UNC Subsidiaries or any UNC Business (excluding, for purposes of this sentence, assets held under leases), free and clear of any and all mortgages, liens, encumbrances, charges, claims, restrictions, pledges, security interests or impositions, except as disclosed in UNC Financial Statements or in Schedule 5.9. Such assets, together with all assets held by the UNC Companies under leases, include all tangible and intangible personal property, Contracts and rights necessary or required for the operation of the UNC Businesses by the UNC Companies in accordance with past practice. (b) As of the date hereof the UNC Companies own, and as of the Effective Time the UNC Companies will own, good and marketable title to all of their Real Estate which is material to any of the UNC Subsidiaries or any UNC Business (excluding, for purposes of this sentence, Real Estate leases), free and clear of any and all mortgages, liens, encumbrances, charges, claims, restrictions, pledges, security interests or impositions, except as disclosed in UNC Financial Statements or in Schedule 5.9. Such Real Estate assets, together with all Real Estate assets held by the UNC Companies under leases, are adequate for the operation of the UNC Businesses by the UNC Companies as presently conducted. The leases to all Real Estate occupied by UNC which is material to the operation of the UNC Businesses are in full force and effect and no event has occurred which with the passage of time, the giving of notice, or both, would constitute a default or event of default by any of the UNC Companies or, to the Knowledge of UNC, any other Person who is a party signatory thereto.

Title to and Sufficiency of Assets. (a) As of the date hereof hereof, the UNC Companies Company and its Subsidiaries own, and as of the Effective Time the UNC Companies Company and its Subsidiaries will own, good and marketable title to all of their assets constituting personal property which is material to any of the UNC Subsidiaries or any UNC Business their business (excluding, for purposes of this sentence, assets held under leases), free and clear of any and all mortgages, liens, encumbrances, charges, claims, restrictions, pledges, security interests or impositionsimpositions (collectively, "LIENS"), except as disclosed set forth in UNC Financial Statements the Company SEC Documents filed with the SEC prior to the date hereof, or in Schedule 5.9Section 3.27 of the Company Letter. Such assets, together with all assets held by the UNC Companies Company and its Subsidiaries under leases, include all tangible and intangible personal property, Contracts contracts and rights necessary or required for the operation of the UNC Businesses by businesses of the UNC Companies in accordance with past practiceCompany as presently conducted. (b) As of the date hereof hereof, the UNC Companies own, Company and as of the Effective Time the UNC Companies its Subsidiaries will own, good and marketable title to all of their Real Estate (as defined below) which is material to any of the UNC Subsidiaries or any UNC Business such persons (excluding, for purposes of this sentence, Real Estate leases), ) free and clear of any and all mortgages, liens, encumbrances, charges, claims, restrictions, pledges, security interests or impositionsLiens, except as disclosed set forth in UNC Financial Statements the Company SEC Documents filed with the SEC prior to the date hereof or in Schedule 5.9. Such Section 3.27 of the Company Letter or such other Liens on Real Estate assetswhich would not, together with all individually or in the aggregate, have a Material Adverse Effect on the Company. The Real Estate assets (including, for the purpose of this sentence, Real Estate leases) held by the UNC Companies under leasesCompany and its Subsidiaries, are adequate for the operation of the UNC Businesses by businesses of the UNC Companies Company as presently conducted. The leases to all Real Estate occupied by UNC the Company and the Subsidiaries which is are material to the operation of the UNC Businesses businesses of the Company are in full force and effect and no event has occurred which with the passage of time, the giving of notice, or both, would constitute a default or event of default by the Company or any of the UNC Companies Subsidiary or, to the Knowledge of UNCthe Company, any other Person person who is a party signatory thereto, other than such defaults or events of default which, individually or in the aggregate, would not have a Material Adverse Effect on the Company. For purposes of this Agreement, "REAL ESTATE" means, with respect to the Company or any Subsidiary, as applicable, all of the fee, if any, or leasehold ownership right, title and interest of such person, in and to all real estate and improvement owned or leased by any such person and which is used by any such person in connection with the operation of its business.

Title to and Sufficiency of Assets. (a) As The Company and its Subsidiaries have good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in all of their tangible properties and assets, real and personal, used or held for use in their businesses located on their premises or shown on the consolidated balance sheet of the date hereof the UNC Companies own, Company and its Subsidiaries as of the Effective Time the UNC Companies will own, good and marketable title to all of their assets constituting personal property which is material to any of the UNC Subsidiaries Balance Sheet Date or any UNC Business (excluding, for purposes of this sentence, assets held under leases)acquired thereafter, free and clear of any and all mortgages, liens, encumbrances, charges, claims, restrictions, pledges, security interests or impositionsLiens, except as disclosed for (i) Liens for taxes not yet delinquent or the amount or validity of which is being contested in UNC Financial Statements good faith, and (ii) Liens which do not, individually or in Schedule 5.9. Such assetsthe aggregate, together materially interfere with all assets held by or materially impair the UNC Companies under leases, include all tangible and intangible personal property, Contracts and rights necessary or required for the operation conduct of the UNC Businesses by the UNC Companies in accordance with past practice. (b) As business of the date hereof the UNC Companies own, and as of the Effective Time the UNC Companies will own, good and marketable title to all of their Real Estate which is material to any of the UNC Subsidiaries Company or any UNC Business (excluding, for purposes of this sentence, Real Estate leases), free and clear of any and all mortgages, liens, encumbrances, charges, claims, restrictions, pledges, security interests or impositions, except as disclosed in UNC Financial Statements or in Schedule 5.9. Such Real Estate assets, together with all Real Estate assets held by the UNC Companies under leases, are adequate for the operation of the UNC Businesses by the UNC Companies Subsidiary as presently conducted. Neither the Company nor any Subsidiary owns any real property. The Company’s and each Subsidiary’s buildings, equipment and other tangible assets are in good operating condition (normal wear and tear excepted) and are fit for use in the ordinary course of their businesses, except for any failure to be in such condition that could not reasonably be expected to have a Company Material Adverse Effect. Section 4.9 of the Company Schedule of Exceptions sets forth all of the licenses, leases to all Real Estate occupied by UNC which is material and subleases for the use or occupancy of the leased real property used or held for use in the business operations of the Company and its Subsidiaries (collectively, the “Leases”). The Company has not, and to the operation Company’s Knowledge no other party thereto has, cancelled, modified, assigned, extended or amended the Leases except as set forth on Section 4.9 of the UNC Businesses Company Schedule of Exceptions, and the Leases are valid and effective in full force accordance with their respective terms, and effect and no there is not under any of the Leases, any existing default or event has occurred of default by the Company or the Subsidiaries (or event which with the passage notice or lapse of time, the giving of notice, or both, would constitute a default), except where the lack of such validity and effectiveness or the existence of such default or event of default by any would not reasonably be expected to have a Company Material Adverse Effect. The Company and its Subsidiaries have previously furnished true, correct and complete copies of the UNC Companies Leases to Parent, including any and all amendments thereto. There are no leasing commissions or similar payments due, arising out of, resulting from or with respect to any Lease which are owed by Company or its Subsidiaries. Except as otherwise set forth in the Leases, the Company or its Subsidiaries have not granted any oral or written right or interest in or to the leased real property to any other person to lease, sublease, license or otherwise use or occupy the leased real property. The Company has peaceful and undisturbed possession of the leased real property under the Leases. Each parcel of leased real property is located on public roads or streets or, to the Company’s Knowledge, has a right of access without trespass to the same. To the Company’s Knowledge, all utility systems required in connection with the use, occupancy and operation of each leased real property space is sufficient for their present purposes and are operational and there are no known material structural, electrical, mechanical, plumbing, air conditioning, heating or other defects in the leased real property. Neither the Company nor its Subsidiaries have received notice of any non-compliance with current zoning or land use laws affecting any leased real property or any portion thereof, and, to the Company’s Knowledge, no such action is presently threatened. To the Company’s Knowledge (A) there is no pending condemnation or similar proceeding affecting the leased real property or any portion thereof and (B) no such action is presently contemplated or threatened against any leased real property. To the Company’s Knowledge, no material federal, state or municipal law, ordinance, regulation or restriction is violated by the continued maintenance, operation, use or occupancy of UNCany leased real property in its present manner, except for such violations which would not reasonably be expected to have a Company Material Adverse Effect and, to the Company’s Knowledge, the current use of the leased real property does not violate in any other Person who material respect any restrictive covenants affecting such leased real property. To the Company’s Knowledge there is a party signatory theretono law, ordinance, order, regulation or requirement now in existence which is reasonably likely to require any material expenditure to modify or improve any of the leased real property in order to bring it into compliance therewith.

Title to and Sufficiency of Assets. (a) As Seller or a Selling Affiliate has good title to, or a valid leasehold interest in, (i) all of the date hereof material Purchased Assets other than the UNC Companies ownReal Property, free and clear of all Encumbrances (except for Permitted Encumbrances), including all of the material tangible and intangible personal property including plant, machinery, equipment, tools, supplies, furniture, furnishings, vehicles and other fixed assets reflected in the Financial Statements or thereafter acquired and used in the operation or conduct of the Business, and as (ii) all of the Effective Time Real Property, free and clear of all Encumbrances (except for Permitted Title Encumbrances). (b) Seller or one of the UNC Companies will own, good and marketable title Selling Affiliates owns or has the exclusive right to use all of their assets constituting the material tangible personal property which is material to any properties necessary for the conduct of the UNC Subsidiaries Business as currently conducted. (c) Except for the Excluded Assets, or as set forth on Schedule 3.21, (i) the Purchased Assets and the rights provided to Buyer under any UNC Business Transaction Agreement comprise all of the material assets, properties, interests and rights, whether tangible or intangible, real or personal, that are necessary for the conduct of the Business, (excluding, for purposes ii) the sale and transfer of this sentence, assets held under leases)the Purchased Assets will constitute at Closing a conveyance from Seller to Buyer of such Purchased Assets, free and clear of any Encumbrance (other than (x) Permitted Encumbrances in the case of Purchased Assets other than the Real Property and (y) Permitted Title Encumbrances in the case of the Real Property), and (iii) as of the Closing, Seller will have delivered to Buyer the right for Buyer to own, or the right to use, all mortgages, liens, encumbrances, charges, claims, restrictions, pledges, security interests material properties and assets that are used in the Business on the same economic basis as immediately prior to the Closing and not taking into account any facts or impositionscircumstances specific to Buyer or its Affiliates. (d) All tangible Purchased Assets are in good operating condition and repair, except as disclosed for ordinary wear and tear, and are usable in UNC Financial Statements the Ordinary Course of Business. Each item of equipment, motor vehicle and other asset used in or relating to the Business that Seller and the Selling Affiliates have in Schedule 5.9. Such assets, together with their respective possession pursuant to a lease agreement or other Contract that is in either case a Purchased Contract is maintained in all assets held by the UNC Companies under leases, include all tangible and intangible personal property, Contracts and rights necessary or required for the operation of the UNC Businesses by the UNC Companies material respects in accordance with past practicethe terms of such lease agreement or other Contract. (be) As No Affiliate of Seller other than the date hereof Selling Affiliates owns or has any right, title or interest in any assets that upon the UNC Companies own, and as of the Effective Time the UNC Companies will own, good and marketable title to all of their Real Estate which is material to any of the UNC Subsidiaries Closing would otherwise be Purchased Assets if owned by Seller or any UNC Business (excluding, for purposes of this sentence, Real Estate leases), free and clear of any and all mortgages, liens, encumbrances, charges, claims, restrictions, pledges, security interests or impositions, except as disclosed in UNC Financial Statements or in Schedule 5.9. Such Real Estate assets, together with all Real Estate assets held by the UNC Companies under leases, are adequate for the operation of the UNC Businesses by the UNC Companies as presently conducted. The leases to all Real Estate occupied by UNC which is material to the operation of the UNC Businesses are in full force and effect and no event has occurred which with the passage of time, the giving of notice, or both, would constitute a default or event of default by any of the UNC Companies or, to the Knowledge of UNC, any other Person who is a party signatory theretoSelling Affiliate.

Title to and Sufficiency of Assets. (a) As of the date hereof the UNC Companies own, and as of the Effective Time the UNC Companies will own, good and marketable title to all of their assets constituting personal property which is material to any of the UNC Subsidiaries or any UNC Business (excluding, for purposes of this sentence, assets held under leases), free and clear of any and all mortgages, liens, encumbrances, charges, claims, restrictions, pledges, security interests or impositions, except as disclosed in UNC Financial Statements or in Schedule SCHEDULE 5.9. Such assets, together with all assets held by the UNC Companies under leases, include all tangible and intangible personal property, Contracts and rights necessary or required for the operation of the UNC Businesses by the UNC Companies in accordance with past practice. (b) As of the date hereof the UNC Companies own, and as of the Effective Time the UNC Companies will own, good and marketable title to all of their Real Estate which is material to any of the UNC Subsidiaries or any UNC Business (excluding, for purposes of this sentence, Real Estate leases), free and clear of any and all mortgages, liens, encumbrances, charges, claims, restrictions, pledges, security interests or impositions, except as disclosed in UNC Financial Statements or in Schedule SCHEDULE 5.9. Such Real Estate assets, together with all Real Estate assets held by the UNC Companies under leases, are adequate for the operation of the UNC Businesses by the UNC Companies as presently conducted. The leases to all Real Estate occupied by UNC which is material to the operation of the UNC Businesses are in full force and effect and no event has occurred which with the passage of time, the giving of notice, or both, would constitute a default or event of default by any of the UNC Companies or, to the Knowledge of UNC, any other Person who is a party signatory thereto.together

Title to and Sufficiency of Assets. (a) As of the date hereof ---------------------------------- hereof, the UNC Companies Company and the Subsidiaries own, and as of the Effective Time the UNC Companies Company and the Subsidiaries will own, good and marketable title to all of their assets constituting personal property which is material to any of the UNC Subsidiaries or any UNC Business (excluding, for purposes of this sentence, assets held under leases), free and clear of any and all mortgages, liens, encumbrances, charges, claims, restrictions, pledges, security interests or impositionsimpositions (collectively, "Liens"), except as disclosed set forth in UNC Financial Statements the Company SEC Documents filed with the SEC ----- prior to the date hereof or Section 4.17 of the Company Letter and except where the failure to own such title would not, individually or in Schedule 5.9the aggregate, have a Material Adverse Effect on the Company. Such assets, together with all assets held by the UNC Companies Company and the Subsidiaries under leases, include all tangible and intangible personal property, Contracts contracts and rights necessary or required for the operation of the UNC Businesses by businesses of the UNC Companies Company as presently conducted, except for such assets the failure to have would, individually or in accordance with past practicethe aggregate, have a Material Adverse Effect. (b) As of Neither the date hereof the UNC Companies own, and as of the Effective Time the UNC Companies will own, good and marketable title to all of their Real Estate which is material to Company nor any of the UNC its Subsidiaries or owns any UNC Business (excluding, for purposes of this sentence, Real Estate leases), free and clear of any and all mortgages, liens, encumbrances, charges, claims, restrictions, pledges, security interests or impositions, except as disclosed in UNC Financial Statements or in Schedule 5.9Estate. Such Real Estate assets, together with all All Real Estate assets held by the UNC Companies Company and the Subsidiaries under leases, leases are adequate for the operation of the UNC Businesses by businesses of the UNC Companies Company as presently conducted, except for such assets the failure to have would, individually or in the aggregate, have a Material Adverse Effect. The leases to all Real Estate occupied by UNC the Company and the Subsidiaries which is are material to the operation of the UNC Businesses businesses of the Company are in full force and effect and no event has occurred which with the passage of time, the giving of notice, or both, would constitute a default or event of default by the Company or any of the UNC Companies Subsidiary or, to the Knowledge of UNCthe Company, any other Person person who is a party signatory thereto, other than such defaults or events of default which, individually or in the aggregate, would not have a Material Adverse Effect on the Company. For purposes of this Agreement, "Real Estate" means, with respect ----------- to the Company or any Subsidiary, as applicable, all of the fee or leasehold ownership right, title and interest of such person, in and to all real estate and improvement owned or leased by any such person and which is used by any such person in connection with the operation of its business.

Title to and Sufficiency of Assets. (a) As of the date hereof hereof, the UNC Companies Company and its Subsidiaries own, and as of the Effective Time the UNC Companies Company and its Subsidiaries will own, good and marketable title to all of their assets constituting personal property which is material to any of the UNC Subsidiaries or any UNC Business (excluding, for purposes of this sentence, assets held under leases), free and clear of any and all mortgages, liens, encumbrances, charges, claims, restrictions, pledges, security interests or impositionsimpositions (collectively, “Liens”), except as disclosed in UNC Financial Statements or in Schedule 5.9for Permitted Liens. Such assets, together with all assets held by the UNC Companies Company and its Subsidiaries under leasesleases and licenses of Intellectual Property, include all tangible and intangible personal property, Contracts contracts and rights necessary or required for used in the operation of the UNC Businesses by business of the UNC Companies Company in accordance with past practicesubstantially the same manner as presently conducted. (b) As Set forth in Section 3.24(b) of the date hereof Company Letter is a complete list and description of all real property owned by the UNC Companies ownCompany or any of its Subsidiaries (such real property, and shall be collectively referred to as the “Owned Property”). (c) Set forth in Section 3.24(c) of the Effective Time Company Letter is a description of each lease of real property under which the UNC Companies will ownCompany or any of its Subsidiaries is a lessee, lessor, sublessee or sublessor (the “Leased Property”). The Owned Property and the Leased Property sometimes collectively are referred to as the “Real Property”). (d) The Company has good and marketable title in fee simple to the Owned Property and good and marketable leasehold title to the Leased Property and to all of their Real Estate which is material to any of the UNC Subsidiaries or any UNC Business (excludingplants, for purposes of this sentencebuildings, Real Estate leases)fixtures and improvements thereon, free and clear of any and all mortgages, liens, encumbrancessecurity interests, claims, charges, claimsimperfections of title, restrictionsencroachments, pledgeseasements, security rights-of-way, squatters’ rights, encumbrances, covenants, conditions or restrictions (collectively, “Impairments”) or (ii) Permitted Liens. True and complete copies of (A) all leases to which the Company is a party respecting any Real Property and all other instruments granting such leasehold interests, rights, options or other interests or impositions(the “Property Leases”) (including all amendments, except as disclosed in UNC Financial Statements or in Schedule 5.9. Such Real Estate assetsmodifications and supplements thereto) and (B) all deeds, title insurance policies, surveys, and mortgages, together with all amendments, modifications and supplements thereto, and, to the extent in the Company’s possession, all certificates of occupancy, building permits, inspection certificates, Contracts and other documents granting the Company title to or otherwise affecting or evidencing the state of title with respect to any Real Estate assets held Property, together with all amendments, modifications and supplements thereto have been made available to Parent. With respect to the Property Leases, to the Company’s knowledge, no breach or event of default on the part of any party to the Property Leases and no event that, with the giving of notice or lapse of time or both would constitute such breach or event of default, has occurred and is continuing. All the Property Leases are in full force and effect and are valid and enforceable against the parties thereto in accordance with their terms. Consummation of the transactions contemplated by this Agreement does not require the UNC Companies consent of any party to and will not constitute an event of default under leases, or permit any party to terminate or change the existing terms of any Property Lease. (e) The Owned Property and the Leased Property are adequate for the operation of the UNC Businesses by business of the UNC Companies Company and its Subsidiaries in substantially the same manner as presently conducted. The leases All of the buildings, material fixtures and other improvements situated on the Real Property and all other material items of property are in good condition and in a reasonable state of repair (normal wear and tear excepted), and maintenance of such items has not been deferred beyond a reasonable time period. There is no special proceeding pending or threatened, in which any taxing authority having jurisdiction over any of the Real Property is seeking to all Real Estate occupied by UNC increase the assessed value thereof. (f) As used herein, “Permitted Liens” shall mean (i) Liens for Taxes or governmental assessments, charges or claims the payment of which is material not yet due and payable, (ii) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other similar Persons and other Liens imposed by applicable Law incurred in the ordinary course of business, which are either for sums not yet delinquent or are immaterial in amount and being contested in good faith, (iii) utility easements for electricity, gas, water, sanitary sewer, surface water drainage, access, fire lane, right-of-way or other general easements granted to governmental authorities in the ordinary course of developing or operating the Owned Property (whether created by plant, separate instrument or otherwise), (iv) encumbrances consisting of zoning restrictions, building set back lines, easements and other restrictions on the use of the Owned Property, provided that such items do not materially adversely impair the continued use and operation of the UNC Businesses Owned Property in substantially the same manner as such activities are in full force and effect and no event has occurred which with conducted by the passage of time, the giving of notice, or both, would constitute a default or event of default by any Company as of the UNC Companies ordate of this Agreement, and (v) any utility company rights, easements and franchises and similar rights or easements granted to third parties for electricity, water, steam, gas, telephone or other service or the Knowledge right to use and maintain poles, lines, wires, cables, pipes, boxes and other fixtures and facilities in, over, under and upon the Owned Property; provided that in each of UNC, any other Person who is a party signatory theretoclauses (iii) to (v) the same do not materially adversely affect the use of the Owned Property in substantially the same manner as conducted by the Company as of the date of this Agreement.

Title to and Sufficiency of Assets. (a) As of the date hereof hereof, the UNC Companies Company and its Subsidiaries own, and as of the Effective Time the UNC Companies Company and its Subsidiaries will own, good and marketable title to all of their assets constituting personal property which is material to any of the UNC Subsidiaries or any UNC Business their business (excluding, for purposes of this sentence, assets held under leases), free and clear of any and all mortgages, liens, encumbrances, charges, claims, restrictions, pledges, security interests or impositionsimpositions (collectively, "Liens"), except as disclosed set forth in UNC Financial Statements the Company SEC Documents filed with the SEC prior to the date hereof, or in Schedule 5.9Section 3.28 of the Company Letter. Such assets, together with all assets held by the UNC Companies Company and its Subsidiaries under leases, include all tangible and intangible personal property, Contracts contracts and rights necessary or required for the operation of the UNC Businesses by businesses of the UNC Companies in accordance with past practiceCompany as presently conducted. (b) As of the date hereof hereof, the UNC Companies Company and its Subsidiaries own, and as of the Effective Time the UNC Companies Company and its Subsidiaries will own, good and marketable title to all of their Real Estate (as defined below) which is material to any of the UNC Subsidiaries or any UNC Business such persons (excluding, for purposes of this sentence, Real Estate leases), free and clear of any and all mortgages, liens, encumbrances, charges, claims, restrictions, pledges, security interests or impositionsLiens, except as disclosed set forth in UNC Financial Statements the Company SEC Documents filed with the SEC prior to the date hereof or in Schedule 5.9Section 3.28 of the Company Letter or such other Liens on Real Estate which would not, individually or in the aggregate, have a Material Adverse Effect on the Company. Such Real Estate assets, together with all Real Estate assets held by the UNC Companies Company and its Subsidiaries under leases, are adequate for the operation of the UNC Businesses by businesses of the UNC Companies Company as presently conducted. The leases to all Real Estate occupied by UNC the Company and its Subsidiaries which is are material to the operation of the UNC Businesses businesses of the Company are in full force and effect and no event has occurred which with the passage of time, the giving of notice, or both, would constitute a default or event of default by the Company or any of the UNC Companies Subsidiary or, to the Knowledge of UNCthe Company, any other Person person who is a party signatory thereto, other than such defaults or events of default which, individually or in the aggregate, would not have a Material Adverse Effect on the Company. For purposes of this Agreement, "Real Estate" means, with respect to the Company or any Subsidiary, as applicable, all of the fee or leasehold ownership right, title and interest of such person, in and to all real estate and improvement owned or leased by any such person and which is used by any such person in connection with the operation of its business.

Title to and Sufficiency of Assets. (a) As of the date hereof hereof, the UNC Companies Company and the Subsidiaries own, and as of the Effective Time the UNC Companies Company and the Subsidiaries will own, good and marketable title to all of their assets constituting personal property which is material to any of the UNC Subsidiaries or any UNC Business (excluding, for purposes of this sentence, assets held under leases), free and clear of any and all mortgages, liens, encumbrances, charges, claims, restrictions, pledges, security interests or impositionsimpositions (collectively, "Liens"), except as disclosed set forth in UNC Financial Statements the Company SEC Documents filed with the SEC prior to the date hereof or Section 4.17 of the Company Letter and except where the failure to own such title would not, individually or in Schedule 5.9the aggregate, have a Material Adverse Effect on the Company. Such assets, together with all assets held by the UNC Companies Company and the Subsidiaries under leases, include all tangible and intangible personal property, Contracts contracts and rights necessary or required for the operation of the UNC Businesses by businesses of the UNC Companies Company as presently conducted, except for such assets the failure to have would, individually or in accordance with past practicethe aggregate, have a Material Adverse Effect. (b) As of Neither the date hereof the UNC Companies own, and as of the Effective Time the UNC Companies will own, good and marketable title to all of their Real Estate which is material to Company nor any of the UNC its Subsidiaries or owns any UNC Business (excluding, for purposes of this sentence, Real Estate leases), free and clear of any and all mortgages, liens, encumbrances, charges, claims, restrictions, pledges, security interests or impositions, except as disclosed in UNC Financial Statements or in Schedule 5.9Estate. Such Real Estate assets, together with all All Real Estate assets held by the UNC Companies Company and the Subsidiaries under leases, leases are adequate for the operation of the UNC Businesses by businesses of the UNC Companies Company as presently conducted, except for such assets the failure to have would, individually or in the aggregate, have a Material Adverse Effect. The leases to all Real Estate occupied by UNC the Company and the Subsidiaries which is are material to the operation of the UNC Businesses businesses of the Company are in full force and effect and no event has occurred which with the passage of time, the giving of notice, or both, would constitute a default or event of default by the Company or any of the UNC Companies Subsidiary or, to the Knowledge of UNCthe Company, any other Person person who is a party signatory thereto, other than such defaults or events of default which, individually or in the aggregate, would not have a Material Adverse Effect on the Company. For purposes of this Agreement, "Real Estate" means, with respect to the Company or any Subsidiary, as applicable, all of the fee or leasehold ownership right, title and interest of such person, in and to all real estate and improvement owned or leased by any such person and which is used by any such person in connection with the operation of its business.

Title to and Sufficiency of Assets. (a) As of the date hereof hereof, the UNC Companies Company and its Subsidiaries own, and as of the Effective Time the UNC Companies Company and its Subsidiaries will own, good and marketable title to all of their assets constituting personal property which is material to any of the UNC Subsidiaries or any UNC Business (excluding, for purposes of this sentence, assets held under leases), free and clear of any and all mortgages, liens, encumbrances, charges, claims, restrictions, pledges, security interests or impositionsimpositions (collectively, "Liens"), except as disclosed in UNC Financial Statements or in Schedule 5.9for Permitted Liens. Such assets, together with all assets held by the UNC Companies Company and its Subsidiaries under leasesleases and licenses of Intellectual Property, include all tangible and intangible personal property, Contracts contracts and rights necessary or required for the operation of the UNC Businesses by business of the UNC Companies Company in accordance with past practicesubstantially the same manner as presently conducted. (b) As Set forth in Section 3.22(b) of the date hereof Company Letter is a complete list and description of all real property owned by the UNC Companies ownCompany (such real property, and shall be collectively referred to as the "Owned Property"). (c) Set forth in Section 3.22(c) of the Effective Time Company Letter is a description of each space lease pursuant to which the UNC Companies will ownCompany has leased space in properties not owned by the Company, other than space leased for sales offices (collectively, "Space Leases"). The Owned Property and the leased space that is subject to the Space Leases sometimes collectively are referred to as the "Real Property". (d) The Company has good and marketable indefeasible title in fee simple to the Owned Property and to all of their Real Estate which is material to any of the UNC Subsidiaries or any UNC Business (excludingplants, for purposes of this sentencebuildings, Real Estate leases)fixtures and improvements thereon, free and clear of any and all mortgages, liens, encumbrancessecurity interests, claims, charges, claimsimperfections of title, restrictionsencroachments, pledgeseasements, security interests rights-of-way, squatters' rights, encumbrances, covenants, conditions or impositionsrestrictions (collectively, "Impairments"), except as disclosed for those Impairments that (i) are described in UNC Financial Statements Section 3.22(d) of the Company Letter, (ii) are described in any owner title insurance policy and/or land title survey identified in Section 3.22(d) of the Company Letter, or (iii) are Permitted Liens. (e) True and complete copies of (i) all Space Leases (including all amendments, modifications and supplements thereto) and (ii) to the extent in Schedule 5.9. Such Real Estate assetsthe Company's possession, all deeds, owner insurance policies, land title surveys, mortgages, certificates of occupancy, building permits and inspection certificates and other documents relating to or otherwise affecting or evidencing the state of title with respect to any Owned Property, together with all Real Estate assets held amendments, modifications and supplements thereto have been made available to Parent. With respect to the Space Leases, to the Company's knowledge, (i) no breach or event of default on the part of any party to the Space Leases and no event that, with the giving of notice or lapse of time or both would constitute such breach or event of default, has occurred and is continuing and (ii) all Space Leases are in full force and effect and are valid and enforceable against the parties thereto in accordance with their terms. Consummation of the transactions contemplated by this Agreement does not require the UNC Companies consent of any party to and will not constitute an event of default under leasesor permit any party to terminate or change the existing terms of any Space Lease. (f) The Owned Property, together with the premises demised to the Company under the Space Leases, are adequate for the operation of the UNC Businesses by business of the UNC Companies Company in substantially the same manner as presently conducted. The leases to To the Company's knowledge, all Real Estate occupied of the buildings, material fixtures and other improvements situated on the Owned Property and all other material items of personal property owned by UNC which is material to the Company and located thereon and required for the continued operation of the UNC Businesses business of the Company in substantially the same manner as presently conducted are in full force good condition and effect in a reasonable state of repair, and no event maintenance of such items has occurred not been deferred beyond a reasonable time period. (g) As used herein, "Permitted Liens" shall mean: (i) Liens for Taxes or governmental assessments, charges or claims the payment of which with the passage of time, the giving of notice, is not yet due and payable or both, would constitute a default or event of default by any which are identified in Section 3.22(g) of the UNC Companies orCompany Letter as being contested in good faith; (ii) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other similar Persons and other Liens imposed by Applicable Law incurred in the ordinary course of business, which are either for sums not yet delinquent or are immaterial in amount identified in Section 3.22(g) of the Company Letter as being contested in good faith; (iii) utility easements for electricity, gas, water, sanitary sewer, surface water drainage, access, fire lane, right-of-way or other general easements granted to governmental authorities in the Knowledge ordinary course of UNCdeveloping or operating the Owned Property (whether created by plant, separate instrument or otherwise); (iv) encumbrances consisting of zoning restrictions, building set back lines, easements and other restrictions on the use of the Owned Property, provided that such items do not materially adversely impair the continued use and operation of the Owned Property in substantially the same manner as such activities are conducted by the Company as of the date of this Agreement; (v) any laws, rules, regulations, statutes or ordinances affecting the Owned Property which do not materially adversely impair the continued operation of the Owned Property in substantially the same manner as conducted by the Company as of the date of this Agreement; and (vi) any utility company rights, easements and franchises and similar rights or easements granted to third parties for electricity, water, steam, gas, telephone or other Person who is a party signatory theretoservice or the right to use and maintain poles, lines, wires, cables, pipes, boxes and other fixtures and facilities in, over, under and upon the Owned Property, provided that the same do not materially adversely affect the use of the Owned Property in substantially the same manner as conducted by the Company as of the date of this Agreement.

Title to and Sufficiency of Assets. (a) As of at the date hereof Execution Date, the UNC Companies own, and as of the Effective Time the UNC Companies will own, Vendor has good and marketable legal and beneficial title to all of their assets constituting personal its property which is material to any of the UNC Subsidiaries or any UNC Business (excluding, for purposes of this sentence, assets held under leases)and assets, free and clear of any and all mortgages, liens, encumbrances, charges, claims, restrictions, pledges, security interests or impositionsLiens, except as disclosed in UNC Financial Statements or in Schedule 5.9for Permitted Liens. Such assets, together with all assets held by the UNC Companies under leases, include all tangible and intangible personal property, Contracts and rights necessary or required for the operation of the UNC Businesses by the UNC Companies in accordance with past practice. (b) As of the date hereof the UNC Companies own, and as of at the Effective Time Date, the UNC Companies Corporation will own, have good and marketable legal and beneficial title to all of their Real Estate which is material to any of the UNC Subsidiaries or any UNC Business (excluding, for purposes of this sentence, Real Estate leases)its property and assets, free and clear of any and all mortgages, liens, encumbrances, charges, claims, restrictions, pledges, security interests or impositionsLiens, except as disclosed in UNC Financial Statements or in Schedule 5.9for Permitted Liens. Such Real Estate As at the Closing Date, XX Xxxxx will have good and marketable legal and beneficial title to all of its property and assets, together with free and clear of any and all Real Estate Liens, except for Permitted Liens. The property and assets held owned and leased by the UNC Companies under leasesVendor, as at the Execution Date, by the Corporation, as at the Effective Date, and by XX Xxxxx, as at the Closing Date, constitute all of the property and assets used or held for use in connection with the Business and are adequate for sufficient to permit the continued operation of the UNC Businesses by Business in substantially the UNC Companies same manner as presently conducted. The leases to all Real Estate occupied by UNC which is material to the operation conducted as of the UNC Businesses date hereof and during the year ended on the date of the most recent Annual Financial Statements. Schedule 3.1(12) sets out a complete and accurate list of all material assets of the Vendor as at the Execution Date, the Corporation as at the Effective Date, and XX Xxxxx as at the Closing Date, and all locations where the property and assets of the Vendor, the Corporation and XX Xxxxx, as applicable, are situated, including a brief description of each property and each of the assets situated at each location. Schedule 3.1(12) sets forth the list of standard amenities at each property (including the standard amenities available in each room and banquet facility) (the “Standard Amenities”). Except as set forth on Schedule 3.1(12), each guest room is appointed with the Standard Amenities (as applicable to guest rooms), which amenities are in full force good operating condition and effect repair, ordinary wear and tear excepted. There is no event has occurred which with agreement, option or other right or privilege outstanding in favour of any Person for the passage of timepurchase from the Vendor, the giving Corporation or XX Xxxxx of notice, the Business or both, would constitute a default any part thereof or event of default by any of the UNC Companies orproperty or assets of the Vendor, to the Knowledge Corporation or XX Xxxxx, other than the purchase of UNC, any other Person who is a party signatory theretoInventories in the Ordinary Course of Business.

Title to and Sufficiency of Assets. (a) As of the date hereof ---------------------------------- hereof, the UNC Companies Company and the Subsidiaries own, and as of the Effective Time the UNC Companies Company and the Subsidiaries will own, good and marketable title to all of their assets constituting personal property which is material to any of the UNC Subsidiaries or any UNC Business their business (excluding, for purposes of this sentence, assets held under leases), free and clear of any and all mortgages, liens, encumbrances, charges, claims, restrictions, pledges, security interests or impositionsimpositions (collectively, "Liens"), except as disclosed set forth in UNC Financial Statements the Company SEC Documents filed with the SEC prior to the date hereof, or in Schedule 5.9Section 3.28 of the Company Letter. Such assets, together with all assets held by the UNC Companies Company and the Subsidiaries under leases, include all tangible and intangible personal property, Contracts contracts and rights necessary or required for the operation of the UNC Businesses by businesses of the UNC Companies in accordance with past practiceCompany as presently conducted. (b) As of the date hereof hereof, the UNC Companies Company and the Subsidiaries own, and as of the Effective Time the UNC Companies Company and the Subsidiaries will own, good and marketable title to all of their Real Estate which is material to any of the UNC Subsidiaries or any UNC Business such persons (excluding, for purposes of this sentence, Real Estate leases), free and clear of any and all mortgages, liens, encumbrances, charges, claims, restrictions, pledges, security interests or impositionsLiens, except as disclosed set forth in UNC Financial Statements the Company SEC Documents filed with the SEC prior to the date hereof or in Schedule 5.9Section 3.28 of the Company Letter or such other Liens on Real Estate which would not, individually or in the aggregate, have a Material Adverse Effect on the Company. Such Real Estate assets, together with all Real Estate assets held by the UNC Companies Company and the Subsidiaries under leases, are adequate for the operation of the UNC Businesses by businesses of the UNC Companies Company as presently conducted. The leases to all Real Estate occupied by UNC the Company and the Subsidiaries which is are material to the operation of the UNC Businesses businesses of the Company are in full force and effect and no event has occurred which with the passage of time, the giving of notice, or both, would constitute a default or event of default by any of the UNC Companies or, to the Knowledge of UNC, any other Person who is a party signatory thereto.constitute