Common use of Title to Properties; Absence of Liens Clause in Contracts

Title to Properties; Absence of Liens. (a) Section 4.14(a) of the Parent Disclosure Schedule sets forth a true and complete list of each parcel of real property currently owned or ground leased by Parent or any Parent, together with the applicable Parent Subsidiary owning or leasing such property. Except as would not reasonably be expected to be material to Parent and the Parent Subsidiaries, taken as a whole, Parent or a Parent Subsidiary has good, marketable and insurable indefeasible fee simple title or valid leasehold interest to each of the owned Parent Properties, free and clear of Liens, except for Permitted Liens. Except as would not reasonably be expected to have a Parent Material Adverse Effect, (i) neither Parent nor any Parent Subsidiary has received written notice of any uncured violation of any Law affecting any portion of any of the Parent Properties issued by any Governmental Entity and (ii) neither Parent nor any Parent Subsidiary has received written notice to the effect that there is any (A) condemnation or rezoning proceeding that is pending or, to the knowledge of Parent, threatened with respect to any of the Parent Properties or (B) zoning, building or similar Law that is or will be violated by the continued maintenance, operation or use of any buildings or other improvements on any of Parent Properties or by the continued maintenance, operation or use of the parking areas associated with the Parent Properties. (b) Parent has not received written notice of, nor does Parent have any knowledge of, any latent defects or adverse physical conditions affecting any of Parent Properties or the improvements thereon, except as has not had and would not reasonably be expected to have a Parent Material Adverse Effect. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect (i) Parent and the Parent Subsidiaries have good title to, or a valid and enforceable leasehold interest in, all personal assets owned, used or held for use by them and (ii) neither Parent’s nor the Parent Subsidiaries’ ownership of any such personal property is subject to any Liens, other than Permitted Liens.

Title to Properties; Absence of Liens. (a) Section 4.14(a) of the Parent Disclosure Schedule sets forth a true and complete list as of May 4, 2021 of each parcel of real property currently owned or ground leased by Parent or any Parent, together with the applicable Parent Subsidiary owning or leasing such property. Except as would not reasonably be expected to be material to Parent and the Parent Subsidiaries, taken as a whole, Parent or a Parent Subsidiary has good, marketable and insurable indefeasible fee simple title or valid leasehold interest to each of the owned Parent Properties, free and clear of Liens, except for Permitted Liens. Except as would not reasonably be expected to have a Parent Material Adverse Effect, (i) neither Parent nor any Parent Subsidiary has received written notice of any uncured violation of any Law affecting any portion of any of the Parent Properties issued by any Governmental Entity and (ii) neither Parent nor any Parent Subsidiary has received written notice to the effect that there is any (A) condemnation or rezoning proceeding that is pending or, to the knowledge of Parent, threatened with respect to any of the Parent Properties or (B) zoning, building or similar Law that is or will be violated by the continued maintenance, operation or use of any buildings or other improvements on any of Parent Properties or by the continued maintenance, operation or use of the parking areas associated with the Parent Properties. (b) Parent has not received written notice of, nor does Parent have any knowledge of, any latent defects or adverse physical conditions affecting any of Parent Properties or the improvements thereon, except as has not had and would not reasonably be expected to have a Parent Material Adverse Effect. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect (i) Parent and the Parent Subsidiaries have good title to, or a valid and enforceable leasehold interest in, all personal assets owned, used or held for use by them and (ii) neither Parent’s nor the Parent Subsidiaries’ ownership of any such personal property is subject to any Liens, other than Permitted Liens.