Common use of Title to Properties; Assets Clause in Contracts

Title to Properties; Assets. (a) Section 2.21(a) of the Company Disclosure Schedule contains a correct and complete list of all real property and interests in real property leased or subleased by the Company or any of the Company Subsidiaries from or to any Person (collectively, the "Company Real Property"). The list set forth in Section 2.21(a) of the Company Disclosure Schedule contains, with respect to each of the Company Real Properties, all existing leases, subleases, licenses or other occupancy contracts to which the Company or any of the Company Subsidiaries is a party or by which the Company or any of the Company Subsidiaries is bound, and all amendments, modifications, extensions and supplements thereto (collectively, the "Tenant Leases"), the terms of which have been complied with by the Company and any Company Subsidiary in all material respects. The Company Real Property set forth in Section 2.21(a) of the Company Disclosure Schedule comprises all of the real property necessary and/or currently used in the operations of the business of the Company and the Company Subsidiaries. The Company does not own any real property. Except as would not have a Company Material Adverse Effect, the Company or a Company Subsidiary has good and valid title to all of its personal property, assets and rights, free and clear of all Encumbrances other than Permitted Encumbrances. (b) A correct and complete copy of each Tenant Lease has been furnished to Parent prior to the date hereof. The Company or the Company Subsidiary party thereto has a valid, binding and enforceable leasehold interest under each of the Tenant Leases, free and clear of all Encumbrances other than Permitted Encumbrances, and each of the Tenant Leases is in full force and effect. Neither the Company or any of the Company Subsidiaries nor, to the knowledge of the Company, any other party to any Tenant Lease is in breach of or in default under, in any material respect, any of the Tenant Leases. The Company and the Company Subsidiaries enjoy peaceful and undisturbed possession under all such Tenant Leases, have not received notice of any material default, delinquency or breach on the part of the Company or any Company Subsidiary, and there are no existing material defaults (with or without notice or lapse of time or both) by the Company or any Company Subsidiary or, to the knowledge of the Company, any other party thereto. For purposes of this Agreement, the term "Permitted Encumbrances" means (i) Encumbrances with respect to Taxes either not yet due or being contested in good faith in appropriate proceedings (and for which adequate reserves in the Company Financials have been established in accordance with GAAP); (ii) mechanics', materialmen's or similar statutory Encumbrances for amounts not yet due or being contested in good faith in appropriate proceedings; (iii) the terms and conditions of the lease creating the leaseholds; and (iv) other exceptions with respect to the Company Real Property (including easements of public record) that do not and would not materially interfere with the current and currently intended use of such Company Real Property.

Title to Properties; Assets. (a) Section 2.21(a) of the Company 9.1 The Disclosure Schedule Letter contains a correct and complete list of all real property and interests in real property leased or subleased by the Company or any of the Company Subsidiaries from or to any Person person (collectively, the "“Company Real Property"”). The list set forth in Section 2.21(a) of the Company Disclosure Schedule Letter contains, with respect to each of the Company Real Properties, all existing leases, subleases, licenses or other occupancy contracts to which the Company or any of the Company Subsidiaries is a party or by which the Company or any of the Company Subsidiaries is bound, and all amendments, modifications, extensions and supplements thereto (collectively, the "“Tenant Leases"”), the terms of which have been complied with by the Company and any Company Subsidiary in all material respects. The Company Real Property set forth in Section 2.21(a) of the Company Disclosure Schedule Letter comprises all of the real property necessary and/or currently used in the operations of the business of the Company and the Company Subsidiaries. The Company does not own any real property. Except as would not have a Company Material Adverse Effect, the The Company or a Company Subsidiary has good and valid title to, a valid leasehold interest in, or valid license to use, all of its the material personal property, assets and rightsrights used by them in the operation of their respective businesses, free and clear of all Encumbrances other than Permitted Encumbrances. (b) 9.2 A correct and complete copy of each Tenant Lease has been furnished made available to Parent Purchaser prior to the date hereof. The Company or the Company Subsidiary party thereto has a valid, binding and enforceable leasehold Subsidiary’s interest under in each of the Tenant Leases, Leases is free and clear of all ail Encumbrances other than Permitted Encumbrances, and each of the Tenant Leases is in full force and effect. Neither the Company or nor any of the Company Subsidiaries nor, to the knowledge of the Company, any other party to any Tenant Lease is in breach of or in default underunder (with or without notice or lapse of time or both), in any material respect, any of the Tenant Leases. The Company and the Company Subsidiaries enjoy peaceful and undisturbed possession under all such Tenant Leases, have not received notice of any material default, delinquency or breach on the part of the Company or any Company Subsidiary, and there are no existing material defaults (with . 9.3 Each asset included in the Accounts or without notice or lapse of time or both) acquired by the Company or any Company Subsidiary orsince the Accounts Date (other than assets disposed of in the ordinary course of business or which are the subject matter of operating or finance, to property or capital leases) is: (a) legally and beneficially owned solely by the knowledge Company or a Company Subsidiary free from any Encumbrance (other than retention of title claims or liens arising in the ordinary course of business); and (b) where capable of possession, in the possession or under the control of the Company, any other party thereto. For purposes Company or a Company Subsidiary. 9.4 The Company and Company Subsidiaries own or have the right to use each asset reasonably necessary for the effective operation of the business as the same is conducted in the ordinary course as at the date of this Agreement, the term "Permitted Encumbrances" means (i) Encumbrances with respect to Taxes either not yet due other than assets which may be obtained from or being contested in good faith in appropriate proceedings (and for which adequate reserves in the Company Financials have been established in accordance with GAAP); (ii) mechanics'replaced by multiple commercial sources. 9.5 The rights, materialmen's or similar statutory Encumbrances for amounts not yet due or being contested in good faith in appropriate proceedings; (iii) the terms and conditions of the lease creating the leaseholds; and (iv) other exceptions with respect to the Company Real Property (including easements of public record) that do not and would not materially interfere with the current and currently intended use of such Company Real Property, and assets (including Intellectual Property and Licensed Intellectual Property) of each of the Company and Company Subsidiary and rights of the Purchaser pursuant to this Agreement, include all rights, Company Real Property, assets, facilities and services which are reasonably necessary for carrying on the business in the places and substantially in the manner in which it is carried on as at the date of this Agreement.

Title to Properties; Assets. (a) Section 2.21(a2.19(a)(i) of the Company Disclosure Schedule contains a correct and complete list of all real property and interests in real property leased or subleased by or for the benefit of the Company or any of the Company Subsidiaries from or to any Person (collectively, the "“Company Real Property"”). The list set forth in Section 2.21(a2.19(a)(i) of the Company Disclosure Schedule contains, with respect to each of the Company Real Properties, all existing leases, subleases, licenses licenses, guarantees or other occupancy contracts to which the Company or any of the Company Subsidiaries is a party or by which the Company or any of the Company Subsidiaries is bound, and all assignments, amendments, modifications, extensions and supplements thereto (collectively, the "“Tenant Leases"”), the terms of which have been complied with by the Company and any Company Subsidiary in all material respects, except as set forth in Section 2.6(a) of the Company Disclosure Schedule. The Company Real Property set forth in Section 2.21(a2.19(a)(i) of the Company Disclosure Schedule comprises all of the real property necessary and/or and/ or currently used in the operations of the business of the Company and the Company Subsidiaries. The Company does not own any real property. Except as would not have a set forth on Section 2.19(a)(ii) of the Company Material Adverse EffectDisclosure Schedule, the Company or a Company Subsidiary has good and valid title to, a valid leasehold interest in, or valid license to use, all of its the material personal property, assets and rightsrights used by them in the operation of their respective businesses, free and clear of all Encumbrances other than Permitted Encumbrances. (b) A correct Except as set forth in Section 2.19(b)(i) of the Company Disclosure Schedule, a true, correct, complete and complete full execution copy of each Tenant Lease set forth in Section 2.19(a)(i) of the Company Disclosure Schedule has been furnished provided to Parent prior to the Closing Date. Except as set forth in Section 2.19(b) (ii) of the Company Disclosure Schedule, as of the date hereof. The hereof the Company or the Company Subsidiary party thereto has a valid, binding and enforceable leasehold interest under Subsidiary’s interests in each of the Tenant Leases (other than the Stockholder Leases, ) are free and clear of all Encumbrances Encumbrances, other than Permitted Encumbrances, and each of the Tenant Leases is in full force and effect and, as of the Effective Time, the Company or the Company Subsidiary’s interests in each of the Tenant Leases (including the Restructured Leases assigned to the Company pursuant to Section 5.14) are free and clear of all Encumbrances, other than Permitted Encumbrances, and each of the Tenant Leases is in full force and effect. Neither Except as set forth in Section 2.20(b)(ii) of the Company or Disclosure Schedule, neither the Company nor any of the Company Subsidiaries nor, to the knowledge of the Company, any other party to any Tenant Lease is in breach of or in default underunder (with or without notice or lapse of time or both), in any material respect, any of the Tenant Leases. The Company and the Company Subsidiaries enjoy peaceful and undisturbed possession under all such Tenant Leases, Leases and have not received notice of any material default, delinquency or breach on the part of the Company or any Company Subsidiary, and there are no existing material defaults (with or without notice or lapse of time or both) by the Company or any Company Subsidiary or, to the knowledge of the Company, any other party thereto. For purposes of this Agreement, the term "“Permitted Encumbrances" ” means (i) Encumbrances with respect to for water and sewer charges, Taxes or assessments and similar governmental charges or levies, which either are [A] not yet due delinquent or [B] being contested in good faith in and by appropriate proceedings (proceedings, and for which adequate reserves in the Company Financials have been established in accordance on the Company’s or any Company Subsidiary’s books with GAAP); respect thereto, (ii) other Encumbrances imposed by operation of Law (including mechanics'’, couriers’, workers’, repairers’, materialmen's or ’s, warehousemen’s, landlord’s and other similar statutory Encumbrances Encumbrances) arising in the ordinary course of business for amounts which are not yet due and payable and as would not in the aggregate materially adversely affect the value of, or being contested in good faith in appropriate proceedings; materially adversely interfere with the use of, the property subject thereto, (iii) Encumbrances incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other types of social security, (iv) Encumbrances on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the ordinary course of business, (v) title of a lessor under a capital or operating lease and the terms and conditions of the a lease creating the leaseholds; any leasehold interest, (vi) Encumbrances arising under this Agreement or any ancillary agreement hereto or created by or through Parent or any Parent Subsidiary, and (ivvii) such other exceptions with respect imperfections in title as are not, in the aggregate, reasonably likely to the have a Company Real Property (including easements of public record) that do not and would not materially interfere with the current and currently intended use of such Company Real PropertyMaterial Adverse Effect.

Title to Properties; Assets. (a) Section 2.21(a2.19(a) of the Company Disclosure Schedule contains a correct and complete list of all real property and interests in real property leased or subleased by the Company or any of the Company Subsidiaries from or to any Person (collectively, the "“Company Real Property"”). The list set forth in Section 2.21(a2.19(a) of the Company Disclosure Schedule contains, with respect to each of the Company Real Properties, all existing leases, subleases, licenses or other occupancy contracts to which the Company or any of the Company Subsidiaries is a party or by which the Company or any of the Company Subsidiaries is bound, and all amendments, modifications, extensions and supplements thereto (collectively, the "“Tenant Leases"”), the terms of which have been complied with by the Company and any Company Subsidiary in all material respects. The Company Real Property set forth in Section 2.21(a2.19(a) of the Company Disclosure Schedule comprises all of the real property necessary and/or currently used in the operations of the business of the Company and the Company Subsidiaries. The Company does not own any real property. Except as would not have a Company Material Adverse Effect, the The Company or a Company Subsidiary has good and valid title to, a valid leasehold interest in, or valid license to use, all of its the material personal property, assets and rightsrights used by them in the operation of their respective businesses, free and clear of all Encumbrances other than Permitted Encumbrances. (b) A correct and complete copy of each Tenant Lease has been furnished made available to Parent prior to the date hereof. The Company or the Company Subsidiary party thereto has a valid, binding and enforceable leasehold Subsidiary’s interest under in each of the Tenant Leases, Leases is free and clear of all Encumbrances other than Permitted Encumbrances, and each of the Tenant Leases is in full force and effect. Neither the Company or nor any of the Company Subsidiaries nor, to the knowledge of the Company, any other party to any Tenant Lease is in breach of or in default underunder (with or without notice or lapse of time or both), in any material respect, any of the Tenant Leases. The Company and the Company Subsidiaries enjoy peaceful and undisturbed possession under all such Tenant Leases, have not received notice of any material default, delinquency or breach on the part of the Company or any Company Subsidiary, and there are no existing material defaults (with or without notice or lapse of time or both) by the Company or any Company Subsidiary or, to the knowledge of the Company, any other party thereto. For purposes of this Agreement, the term "Permitted Encumbrances" means (i) Encumbrances with respect to Taxes either not yet due or being contested in good faith in appropriate proceedings (and for which adequate reserves in the Company Financials have been established in accordance with GAAP); (ii) mechanics', materialmen's or similar statutory Encumbrances for amounts not yet due or being contested in good faith in appropriate proceedings; (iii) the terms and conditions of the lease creating the leaseholds; and (iv) other exceptions with respect to the Company Real Property (including easements of public record) that do not and would not materially interfere with the current and currently intended use of such Company Real Property.any