Common use of Title to Assets and Properties Clause in Contracts

Title to Assets and Properties. Except as set forth in Section 4.6 of the Disclosure Schedule, the Companies and their Subsidiaries have good and marketable title to, or valid leasehold interests in, their assets and properties sufficient to operate such properties and to conduct their businesses as currently conducted, except for (a) the Permitted Encumbrances (as defined below) and (b) other defects in such titles, or any easements, restrictive covenants or similar encumbrances that have not had and would not reasonably be expected to be materially adverse to the Companies and their Subsidiaries and their respective assets. For purposes of this Agreement, “Permitted Encumbrances” mean: (i) encumbrances for assessments, taxes, water, sewer and other similar charges not yet delinquent or that either Company or any of their Subsidiaries is contesting in good faith through appropriate proceedings; provided that adequate reserves have been established with respect thereto; (ii) easements or reservations thereof, rights of way, highway and railroad crossings, sewers, electric and other utility lines, telegraph and telephone lines, zoning, building code and other covenants, conditions and restrictions as to the use of the Real Property that do not affect or interfere in an material way with the use of such Real Property by the Companies and their Subsidiaries; (iii) encumbrances listed on Section 4.6 of the Disclosure Schedule; (iv) liens securing the claims of materialmen, landlords and others provided payment is not yet delinquent; (v) any leases, subleases or licenses listed on Section 4.6 of the Disclosure Schedule; (vi) all encumbrances relating to liens securing borrowed money to be released at or prior to the Closing, all of which are listed on Section 4.6 of the Disclosure Schedule; (vii) any and all matters and encumbrances (including, without limitation, fee mortgages or ground leases) affecting the leased real property of the Companies or their Subsidiaries, not created or granted by the Companies or their Subsidiaries, but only to the extent that such matters and encumbrances (1) do not materially interfere with the right of the Companies or their Subsidiaries to use any of the leased real property, or (2) are not Known to Seller (it being understood that reasonable investigation for purposes of this clause (vii) will not require GEC or Seller to conduct title searches with respect to such real property); and (viii) any subordination or attornment agreement between either of the Companies or any of their Subsidiaries and the lender for any of the landlords of either of the Companies or any of their Subsidiaries, all of which are listed on Section 4.6 of the Disclosure Schedule.

Title to Assets and Properties. Except as set forth in Section 4.6 (a) The Company and each of the Disclosure Schedule, the Companies and their its Subsidiaries have has good and marketable valid title to, or valid leasehold interests in, to all their respective material assets and properties sufficient (including those shown on the Balance Sheet) which are, individually or in the aggregate, material to operate such the Company’s business or financial condition on a consolidated basis (except assets and properties and to which are no longer used or useful in the conduct of their businesses as currently conductedand those assets and properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent in all material respects with past practice), free and clear of all Liens, except for (ax) Permitted Liens; (y) mortgages deeds of trust, security interests or other encumbrances on title related to indebtedness reflected on the Permitted Encumbrances (as defined below) consolidated financial statements of the Company included in the Filed Company SEC Documents; and (bz) such other defects imperfections or irregularities of title or other Liens that, individually or in such titlesthe aggregate, or any easements, restrictive covenants or similar encumbrances that have do not had and would could not reasonably be expected to materially affect the use of the properties or assets subject thereto or otherwise materially impair business operations as presently conducted or as currently proposed by the Company’s management to be materially adverse conducted. All properties used in the operations of the Company’s business are reflected on the Balance Sheet to the Companies extent required under GAAP to be so reflected. The rights, properties and assets presently owned, leased or licensed by the Company and its Subsidiaries include all rights, properties and assets necessary to permit the Company and its Subsidiaries to conduct their business in all material respects in the same manner as their businesses have been conducted prior to the date hereof; provided, that no representation is made in this Section 3.16 regarding Intellectual Property. (b) Neither the Company nor any of its Subsidiaries owns any real property. Section 3.16(b) of the Company Disclosure Schedule is a complete and their respective assets. For purposes correct list of this Agreement, “Permitted Encumbrances” mean: (i) encumbrances for assessments, taxes, water, sewer all material real property and other similar charges not yet delinquent or that either interests in real property leased by the Company or any of their its Subsidiaries is contesting (each such property or interest, a “Leased Real Property”). With respect to Leased Real Property, (i) the Company or its Subsidiary, as applicable, has a valid leasehold interest in good faith through appropriate proceedings; provided that adequate reserves have been established with respect thereto; such Leased Real Property free and clear of all Liens (other than Permitted Liens), and (ii) easements neither the Company nor its Subsidiary has subleased, licensed or reservations thereof, rights of way, highway and railroad crossings, sewers, electric and other utility lines, telegraph and telephone lines, zoning, building code and other covenants, conditions and restrictions as otherwise granted any Person the right to the use of the or occupy such Leased Real Property that do not affect or interfere any portion thereof or collaterally assigned or granted any other security interest in an material way with the use any such leasehold estate or any interest therein. The Company has delivered to Merger Sub true, correct and complete copies of such Real Property by the Companies and their Subsidiaries; (iii) encumbrances listed on Section 4.6 of the Disclosure Schedule; (iv) liens securing the claims of materialmen, landlords and others provided payment is not yet delinquent; (v) any all leases, subleases and other Contracts under which the Company and/or any of its Subsidiaries uses or licenses listed on Section 4.6 of the Disclosure Schedule; (vi) all encumbrances relating to liens securing borrowed money to be released at occupies or prior to the Closing, all of which are listed on Section 4.6 of the Disclosure Schedule; (vii) any and all matters and encumbrances (including, without limitation, fee mortgages or ground leases) affecting the leased real property of the Companies or their Subsidiaries, not created or granted by the Companies or their Subsidiaries, but only to the extent that such matters and encumbrances (1) do not materially interfere with has the right of the Companies or their Subsidiaries to use or occupy, now or in the future, any of the leased real propertyLeased Real Property, or (2) are not Known to Seller (it being understood that reasonable investigation for purposes of this clause (vii) will not require GEC or Seller to conduct title searches with respect to such real property); including all modifications, amendments and (viii) any subordination or attornment agreement between either of the Companies or any of their Subsidiaries and the lender for any of the landlords of either of the Companies or any of their Subsidiaries, all of which are listed on Section 4.6 of the Disclosure Schedulesupplements thereto.

Title to Assets and Properties. Except as set forth in Section 4.6 of (a) Neither the Disclosure ScheduleCompany nor its Subsidiaries owns any real property and has not owned title to any real property since January 1, the Companies 2012. (b) The Company and their its Subsidiaries have (i) good and marketable title to, or (ii) a valid leasehold interests interest, license or easement in, their assets the material real and personal properties sufficient to operate such properties and to conduct their businesses as currently conductedreflected in the most recent balance sheet included in the Company SEC Documents, except for properties and assets that have been disposed of in the ordinary course of business since the date of such balance sheet, free and clear of all Liens of any nature except for Permitted Liens. (ac) Section 3.18(c) of the Permitted Encumbrances Company Disclosure Schedule sets forth the address of each property in which the Company or its Subsidiaries holds a leasehold or subleasehold estate or similar right to use or occupy any land, buildings, structures, improvements, fixtures or other interests in real property which is used in the Company’s business (as defined belowthe “Leased Real Property”) and true and complete list of all leases, subleases and material licenses, concessions and other agreements (bwritten or oral) other defects in such titles, pursuant to which the Company or any easementsSubsidiary holds any Leased Real Property (including all material amendments, restrictive covenants or similar encumbrances extensions, renewals, guaranties and other agreements with respect thereto) (the “Leases”) have been made available to Parent. Except as set forth in Section 3.18(c) of the Disclosure Schedule, with respect to each of the Leases that have not had and would not reasonably be expected to be materially adverse is material to the Companies Company or and their Subsidiaries and their respective assets. For purposes of this Agreement, “Permitted Encumbrances” meanits Subsidiaries: (i) encumbrances for assessmentssuch Lease is legal, taxesvalid, waterbinding, sewer enforceable and other similar charges not yet delinquent or that either Company or any of their Subsidiaries is contesting in good faith through appropriate proceedings; provided that adequate reserves have been established with respect theretofull force and effect; (ii) easements the Merger does not require the consent of any other party to such Lease, will not result in a breach of or reservations thereofdefault under such Lease, rights of wayor otherwise cause such Lease to cease to be legal, highway valid, binding, enforceable and railroad crossings, sewers, electric in full force and other utility lines, telegraph and telephone lines, zoning, building code and other covenants, conditions and restrictions as to effect on identical terms following the use of the Real Property that do not affect or interfere in an material way with the use of such Real Property by the Companies and their SubsidiariesClosing; (iii) encumbrances listed on Section 4.6 the Company’s or its Subsidiary’s, as applicable, possession and quiet enjoyment of the Disclosure ScheduleLeased Real Property under such Lease has not been disturbed, and to the Knowledge of the Company, there are no disputes with respect to such Lease; (iv) liens securing neither the claims Company nor its Subsidiary, as applicable, nor any other party to the Lease is in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of materialmennotice, landlords and others provided payment is not yet delinquentthe passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (v) any leases, subleases no security deposit or licenses listed on Section 4.6 portion thereof deposited with respect to such Lease has been applied in respect of the Disclosure Schedulea breach or default under such Lease which has not been redeposited in full; (vi) all encumbrances relating neither the Company nor its Subsidiary, as applicable, owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to liens securing borrowed money to be released at or prior to the Closing, all of which are listed on Section 4.6 of the Disclosure Schedulesuch Lease; (vii) the other party to such Lease is not an Affiliate of, and otherwise does not have any and all matters and encumbrances economic interest in (including, without limitation, fee mortgages or ground leases) affecting the leased real property other than as a holder of less than 5% of the Companies Company Stock), the Company or their Subsidiaries, not created or granted by the Companies or their Subsidiaries, but only to the extent that such matters and encumbrances (1) do not materially interfere with the right any Subsidiary of the Companies or their Subsidiaries to use any of the leased real property, or (2) are not Known to Seller (it being understood that reasonable investigation for purposes of this clause (vii) will not require GEC or Seller to conduct title searches with respect to such real property)Company; and (viii) neither the Company nor any subordination or attornment agreement between either Subsidiary of the Companies Company has subleased, licensed or otherwise granted any of their Subsidiaries and Person the lender for any of the landlords of either of the Companies right to use or any of their Subsidiaries, all of which are listed on Section 4.6 of the Disclosure Scheduleoccupy such Leased Real Property.