Common use of Title to Properties and Assets; Liens Clause in Contracts

Title to Properties and Assets; Liens. Acuity has good and marketable title to its properties and assets, and has good title to all its leasehold interests, in each case subject to no Lien or lease, other than (i) for Liens for current taxes not yet due and payable, and provided for on the applicable financial statements, and (ii) de minimis Liens and defects in title which do not in any case, individually or in the aggregate, materially detract from the value, continued ownership, use or operation of the property subject thereto or materially impair business operations, and that have not arisen otherwise than in the ordinary course of business (the “Permitted Liens”). With respect to the property and assets it leases, Acuity is in compliance with such leases in all material respects and holds a valid leasehold interest free of all Liens other than Permitted Liens. Acuity’s properties and assets are in good condition and repair in all material respects. Acuity does not currently own, and has never owned, any real property.

Title to Properties and Assets; Liens. Acuity Balloon has good and marketable title to its properties and assets, assets and has good title to all its leasehold interests, in each case case, not subject to no any Lien or lease, other than (i) for Liens for current taxes not yet due and payable, and provided for on the applicable financial statements, and (ii) de minimis Liens and defects in title which do not in any case, individually or in the aggregate, materially detract from the value, continued ownership, use or operation of the property subject thereto or materially impair business operations, and that have not arisen otherwise than in the ordinary course of business (the “Permitted Liens”). With respect to the property and assets it leases, Acuity B-Balloon is in compliance with such leases in all material respects and holds a valid leasehold interest free of all Liens other than Permitted Liens. AcuityB-Balloon’s properties and assets are in good condition and repair in all material respects. Acuity B-Balloon does not currently own, and has never owned, any real property.

Title to Properties and Assets; Liens. Acuity Sorrento has good and marketable title to its properties and assets, assets and has good title a valid leasehold interest to all its leasehold interestsleased property, in each case case, not subject to no Lien or leaseany Lien, other than (i) for Liens for current taxes Taxes not yet due and payable, and provided for on the applicable financial statements, and (ii) de minimis Liens and defects in title which do not in any case, individually or in the aggregate, materially detract from the value, continued ownership, use or operation of the property subject thereto or materially impair business operations, and that have not arisen otherwise than in the ordinary course of business (the “Permitted Liens”). With respect to the property and assets it leases, Acuity Sorrento is in compliance with such leases in all material respects and holds a valid leasehold interest free of all Liens other than Permitted Liens. AcuitySorrento’s properties and assets are in good condition and repair in all material respectsrespects other than in respect of ordinary wear and tear thereto. Acuity Sorrento does not currently own, and has never owned, any real property.

Title to Properties and Assets; Liens. Acuity has The Acquired Entities have good and marketable title to its their respective properties and assets, and has have good title to all its their respective leasehold interests, in each case subject to no Lien or lease, other than (i) for Liens for current taxes not yet due and payable, and provided for on the applicable financial statements, and (ii) de minimis Liens and defects in title which do not in any case, individually or in the aggregate, materially detract from the value, continued ownership, use or operation of the property subject thereto or materially impair business operations, and that have not arisen otherwise than in the ordinary course of business (the “Permitted Liens”). With respect to the property and assets it leases, Acuity each Acquired Entity is in compliance with such leases in all material respects and holds a valid leasehold interest free of all Liens other than Permitted Liens. AcuityEach Acquired Entity’s properties and assets are in good condition and repair in all material respects. Acuity does The Acquired Entities do not currently own, and has have never owned, any real property.