Common use of Title to Properties; Leases Clause in Contracts

Title to Properties; Leases. (a) Each of the Company and its Subsidiaries has good legal and insurable title, with respect to all real property owned or leased (in fee simple if owned and leasehold if leased) and marketable title if owned (in fee simple), if any, reflected as an asset on the most recent balance sheet forming part of the Financial Statements, or held by the Company or any of its Subsidiaries for use in its business if not so reflected, and good indefeasible and merchantable title to all other assets, tangible and intangible (excluding leased property), reflected on such balance sheet, or held by the Company or any of its Subsidiaries for use in its business if not so reflected, or purported to have been acquired by the Company or any of its Subsidiaries since such date, except inventory sold or depleted, or property, plant and other equipment used up or retired, since such date, in each case in the ordinary course of business consistent with past practice of the Company and its Subsidiaries, free and clear of all Liens, except such as are reflected in the most recent balance sheet, or the notes thereto, forming part of the Financial Statements or set forth in Section 3.5(a) of the Disclosure Schedule. Except for financing statements evidencing Liens referred to in the preceding sentence (a true, correct and complete list and description of which is set forth in Section 3.5(a) of the Disclosure Schedule), to the Company's knowledge, no financing statements under the Uniform Commercial Code and no other filing which names the Company or any of its Subsidiaries as debtor or which covers or purports to cover any of the property of the Company or any of its Subsidiaries is on file in any state or other jurisdiction, and neither the Company nor any Subsidiary has signed or agreed to sign any such financing statement or filing or any agreement authorizing any secured party thereunder to file any such financing statement or filing. Each Lease or other occupancy or other agreement under which the Company or any of its Subsidiaries holds real or personal property has been duly authorized, executed and delivered by the Company or Subsidiary, as the case may be, and, to the Company's knowledge, by each of the parties thereto. Each such Lease is a legal, valid and binding obligation of the Company or a Subsidiary, as the case may be, and, to the Company's knowledge, of each other party thereto, enforceable in accordance with its terms. Each of the Company and its Subsidiaries has a valid leasehold interest in and enjoys peaceful and undisturbed possession under all Leases pursuant to which it holds any real property or tangible personal property, none of which contains any provision which would impair the Company's ability to use such property as it is currently used by the Company, except as described in Section 3.5(a) of the Disclosure Schedule. All of such Leases are valid and subsisting and in full force and effect. Neither the Company nor any of its Subsidiaries nor, to the Company's knowledge, any other party thereto, is in default in the performance, observance or fulfillment of any obligation, covenant or condition contained in any such Lease.

Title to Properties; Leases. (a) The Company and its Subsidiaries do not own any real property. To the Company's knowledge, each of the Company and its Subsidiaries has good leasehold title with respect to all real property it leases. Each of the Company and its Subsidiaries has good legal indefeasible and insurable title, with respect merchantable title to all real property owned or leased (in fee simple if owned other assets, tangible and leasehold if leased) and marketable title if owned (in fee simple), if anyintangible, reflected as an asset on the most recent balance sheet forming part of the Financial Statements, or (excluding leased real estate) held by the Company or any of its Subsidiaries for use in its business if not so reflected, and good indefeasible and merchantable title to all other assets, tangible and intangible (excluding leased property), reflected on such balance sheet, or held by the Company or any of its Subsidiaries Subsidiary for use in its business if not so reflected, or purported to have been acquired by the Company or any of its Subsidiaries Company Subsidiary since such date, except inventory sold or depleted, or property, plant and other equipment used up or retired, since such date, in each case in the ordinary course of business consistent with past practice of the Company and its Subsidiaries, free and clear of all Liens, except such as are (i) Liens reflected in the most recent balance sheetFinancial Statements, or the notes thereto(ii) Liens for current taxes not yet due and payable, forming part of the Financial Statements or (iii) Liens set forth in on Section 3.5(a) of the Disclosure Schedule. Except for financing statements evidencing , (iv) Liens referred that will be released prior to in the preceding sentence Closing Date (a true, correct and complete list and description of which is set forth in are listed on Section 3.5(a) of the Disclosure Schedule), to (v) Permitted Liens, and (vi) such imperfections of title, easements, encumbrances and mortgages or other Liens, if any, as are not, individually or in the Company's knowledgeaggregate, no financing statements under substantial in character, amount or extent and do not materially detract from the Uniform Commercial Code and no other filing which names value, or materially interfere with the Company or any of its Subsidiaries as debtor or which covers or purports to cover any present use, of the property of the Company subject thereto or any of its Subsidiaries is on file in any state affected thereby, or other jurisdiction, and neither the Company nor any Subsidiary has signed or agreed to sign any such financing statement or filing or any agreement authorizing any secured party thereunder to file any such financing statement or filingotherwise materially impair business operations. Each Lease or other occupancy or other agreement under which the Company or any of its Subsidiaries Company Subsidiary holds real or personal property has been duly authorized, executed and delivered by the Company or a Company Subsidiary, as the case may be, and, to the Company's knowledge, by each of the other parties thereto. Each ; each such Lease is a legal, valid and binding obligation of the Company or a Company Subsidiary, as the case may be, and, to the Company's knowledge, of each other party thereto, enforceable in accordance with its termsterms (subject to the Enforceability Exceptions). Each To the Company's knowledge, each of the Company and its Subsidiaries has a valid leasehold interest in and enjoys peaceful and undisturbed possession under all Leases pursuant to which it holds any real property or tangible personal property, none of which which, to the Company's knowledge, contains any provision which would impair the Company's or a Company Subsidiary's ability to use such property as it is currently used by the CompanyCompany or a Company Subsidiary, except as described in Section 3.5(a) of the Disclosure Schedule. All To the Company's knowledge, (i) all of such Leases are valid and subsisting and in full force and effect. Neither effect and (ii) except as set forth in Section 3.5(a) of the Company nor any Disclosure Schedule, none of the Company, its Subsidiaries nor, to the Company's knowledge, or any other party thereto, thereto is in default in the performance, observance or fulfillment of any obligation, covenant or condition contained in any such Lease.

Title to Properties; Leases. (a) Each of the Company and each of its Subsidiaries has good legal and insurable title, with respect defensible title to all real property owned or leased (in fee simple if owned and leasehold if leased) and marketable title if owned (in fee simple)property, if any, reflected as an asset on the most recent balance sheet forming part of the Financial Statementsfinancial statements, or held used by the Company or any of its Subsidiaries for use in its business if not so reflected, and good indefeasible and merchantable title to all other assets, tangible and intangible (excluding leased property)intangible, reflected on such balance sheet, or held used by the Company or any of its Subsidiaries for use in its business if not so reflected, or purported to have been acquired by the Company or any of its Subsidiaries since such date, except date (other than inventory sold or depletedsold, or property, plant and other equipment used up or retired, since such date, in each case in the ordinary course of business consistent with past practice of the Company and its Subsidiaries), free and clear of all Liens, Encumbrances except such as are reflected in the most recent balance sheet, or the notes thereto, forming part of the Financial Statements or set forth in Section 3.5(a) of the Disclosure Schedulefor Permitted Encumbrances. Except for financing statements evidencing Liens Encumbrances referred to in the preceding sentence (a true, correct and complete list and description of which is set forth in Section 3.5(a) of the Disclosure Schedule), to the Company's knowledgesentence, no financing statements under the Uniform Commercial Code and no other filing which names the Company or any of its Subsidiaries as debtor or which covers or purports to cover any of the property of the Company or any of its Subsidiaries is on file in any state or other jurisdiction, and neither the Company nor any Subsidiary has signed or agreed to sign any such financing statement or filing or any security agreement authorizing any secured party thereunder to file any such financing statement or filing. Each Lease or other occupancy or other agreement under which the Company or any of its Subsidiaries holds real or personal property has been duly authorized, executed and delivered by either the Company or Subsidiary, as the case may be, and, to the Company's knowledge, by each of the Subsidiaries which are parties thereto. Each such Lease thereto and is a legal, valid and binding obligation of the Company or a Subsidiary, as the case may be, and, to the Company's knowledge, each of each other party theretothem, enforceable in accordance with its terms. Each of the Company and each of its Subsidiaries has a valid leasehold interest in and enjoys peaceful and undisturbed possession under all Leases pursuant to which it holds any real property or tangible personal property, none of which contains any provision which would impair the Company's ability to use such property as it is currently used by the Company, except as described in Section 3.5(a) of the Disclosure Schedule. All of such Leases are valid and subsisting and in full force and effect. Neither the ; and neither Company nor any of its Subsidiaries nor, to the Company's knowledge, any other party thereto, is in default in the performance, observance or fulfillment of any material obligation, covenant or condition contained in any such Lease. Neither Company nor any of its Subsidiaries owns any real property. Section 2.7 of the Disclosure Schedule lists all material real estate leased by Company or any of its Subsidiaries and all material Leases. None of the fixed assets and machinery and equipment is subject to contracts of sale, and none is held by Company or any of its Subsidiaries as lessee or as conditional sales vendee under any Lease or conditional sales contract and none is subject to any title retention agreement, except as set forth in Section 2.7 of the Disclosure Schedule. The real property (other than land), fixtures, fixed assets and machinery and equipment are in a state of good repair and maintenance and are in good operating condition.

Title to Properties; Leases. (a) Each of The Company does not own any real property. To the Company's knowledge, the Company and its Subsidiaries has good legal and insurable title, leasehold title with respect to all real property owned or leased (in fee simple if owned it leases. The Company has good indefeasible and leasehold if leased) merchantable title to all other assets, tangible and marketable title if owned (in fee simple), if anyintangible, reflected as an asset on the most recent balance sheet forming part of the Financial Statements, or (excluding leased real estate) held by the Company or any of its Subsidiaries for use in its business if not so reflected, and good indefeasible and merchantable title to all other assets, tangible and intangible (excluding leased property), reflected on such balance sheet, or held by the Company or any of its Subsidiaries for use in its business if not so reflected, or purported to have been acquired by the Company or any of its Subsidiaries since such date, except inventory sold or depleted, or property, plant and other equipment used up or retired, since such date, in each case in the ordinary course of business consistent with past practice of the Company and its SubsidiariesCompany, free and clear of all Liens, except such as are (i) Liens reflected in the most recent balance sheetFinancial Statements, or the notes thereto(ii) Liens for current taxes not yet due and payable, forming part of the Financial Statements or (iii) Liens set forth in on Section 3.5(a) of the Disclosure Schedule. Except for financing statements evidencing , (iv) Liens referred that will be released prior to in the preceding sentence Closing Date (a true, correct and complete list and description of which is set forth in are listed on Section 3.5(a) of the Company Disclosure Schedule), to and (v) such imperfections of title, easements, encumbrances and mortgages or other Liens, if any, as are not, individually or in the Company's knowledgeaggregate, no financing statements under substantial in character, amount or extent and do not materially detract from the Uniform Commercial Code and no other filing which names value, or materially interfere with the Company or any of its Subsidiaries as debtor or which covers or purports to cover any present use, of the property of the Company subject thereto or any of its Subsidiaries is on file in any state affected thereby, or other jurisdiction, and neither the Company nor any Subsidiary has signed or agreed to sign any such financing statement or filing or any agreement authorizing any secured party thereunder to file any such financing statement or filingotherwise materially impair business operations. Each Lease or other occupancy or other agreement under which the Company or any of its Subsidiaries holds real or personal property has been duly authorized, executed and delivered by the Company or Subsidiary, as the case may be, and, to the Company's knowledge, by each of the other parties thereto. Each ; each such Lease is a legal, valid and binding obligation of the Company or a Subsidiary, as the case may be, and, to the Company's knowledge, of each other party thereto, enforceable in accordance with its termsterms (subject to the Enforceability Exceptions). Each of To the Company's knowledge, the Company and its Subsidiaries has a valid leasehold interest in and enjoys peaceful and undisturbed possession under all Leases pursuant to which it holds any real property or tangible personal property, none of which which, to the Company's knowledge, contains any provision which would impair the Company's ability to use such property as it is currently used by the Company, except as described in Section 3.5(a) of the Disclosure Schedule. All To the Company's knowledge, (i) all of such Leases are valid and subsisting and in full force and effect. Neither effect and (ii) except as set forth in Section 3.5(a) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries nor, to the Company's knowledge, any other party thereto, thereto is in default in the performance, observance or fulfillment of any obligation, covenant or condition contained in any such Lease.

Title to Properties; Leases. (a) Each Parent or one of the Company and its Subsidiaries has good legal and insurable title, with respect to all real property owned or leased (in fee simple if owned and leasehold if leased) and good, clear, record and marketable title if owned (in fee simple), if any, reflected as an asset on the most recent balance sheet forming part of the Financial StatementsSEC Reports, or held by the Company Parent or any a Subsidiary of its Subsidiaries Parent for use in its business if not so reflected, and good and clear indefeasible and merchantable title to all other assets, tangible and intangible (excluding leased property)intangible, reflected on such balance sheet, or (excluding leased property) held by the Company Parent or any a Subsidiary of its Subsidiaries Parent for use in its business if not so reflected, or purported to have been acquired by the Company Parent or any a Subsidiary of its Subsidiaries Parent since such date, except inventory sold or depleted, or property, plant and other equipment used up or retired, since such date, in each case in the ordinary course of business consistent with past practice of the Company and its SubsidiariesParent, free and clear of all Liens, except (w) such as are reflected in the most recent balance sheet, or the notes thereto, forming part of the Financial Statements SEC Reports, (x) Liens securing taxes, assessments, governmental charges or levies, or the claims of mechanics materialmen, carriers, landlords and like persons, which are not yet due or payable, (y) Permitted Liens or (z) as set forth in Section 3.5(a5.6(a) of the Parent Disclosure Schedule. Except for financing statements evidencing Liens referred to in the preceding sentence (a true, correct and complete list and description of which is set forth in Section 3.5(a) of the Disclosure Schedule), to the Company's knowledge, no financing statements under the Uniform Commercial Code and no other filing which names the Company or any of its Subsidiaries as debtor or which covers or purports to cover any of the property of the Company or any of its Subsidiaries is on file in any state or other jurisdiction, and neither the Company nor any Subsidiary has signed or agreed to sign any such financing statement or filing or any agreement authorizing any secured party thereunder to file any such financing statement or filing. Each Lease or other occupancy or other agreement under which the Company Parent or any a Subsidiary of its Subsidiaries Parent holds real or personal property has been duly authorized, executed and delivered by the Company Parent or Subsidiary, as the case may be, and, to the Company's knowledge, by such Subsidiary and each of the parties thereto. Each such Lease is a legal, legal and valid and binding obligation of the Company Parent or such Subsidiary. Parent or a Subsidiary, as the case may be, and, to the Company's knowledge, of each other party thereto, enforceable in accordance with its terms. Each of the Company and its Subsidiaries Subsidiary has a valid leasehold interest in and enjoys peaceful and undisturbed possession under all Leases pursuant to which it holds any real property or material tangible personal property, none of which contains any provision which would impair the Company's ability to use such property as it is currently used by the Company, except as described in Section 3.5(a) of the Disclosure Schedule. All of such Leases are valid and subsisting and in full force and effect. Neither the Company ; and neither Parent nor any of its Subsidiaries such Subsidiary nor, to the Company's knowledgeknowledge of Parent, any other party thereto, thereto is in default in the performance, observance or fulfillment of any obligation, covenant or condition contained in any such Lease.

Title to Properties; Leases. (a) Each of the Company and its Subsidiaries has good legal and insurable title, with respect to all real property owned or leased (in fee simple if owned and leasehold if leased) and marketable title if owned (in fee simple), if any, reflected as an asset on the most recent balance sheet forming part of the Financial Statements, or held by the Company or any of its Subsidiaries for use in its business if not so reflected, and good indefeasible and merchantable title to all other assets, tangible and intangible (excluding leased property), reflected on such balance sheet, or held by the Company or any of its Subsidiaries for use in its business if not so reflected, or purported to have been acquired by the Company or any of its Subsidiaries since such date, except inventory sold or depleted, or property, plant and other equipment used up or retired, since such date, in each case in the ordinary course of business consistent with past practice of the Company and its Subsidiaries, free and clear of all Liens, except such as are reflected in the most recent balance sheet, or the notes thereto, forming part of the Financial Statements or set forth in Section 3.5(a) of the Disclosure ScheduleLetter. Except for financing statements evidencing Liens referred to in the preceding sentence (a true, correct and complete list and description of which is set forth in Section 3.5(a) of the Disclosure ScheduleLetter), to the Company's knowledge, no financing statements under the Uniform Commercial Code and no other filing which names the Company or any of its Subsidiaries as debtor or which covers or purports to cover any of the property of the Company or any of its Subsidiaries is on file in any state or other jurisdiction, and neither the Company nor any Subsidiary has signed or agreed to sign any such financing statement or filing or any agreement authorizing any secured party thereunder to file any such financing statement or filing. Each Lease or other occupancy or other agreement under which the Company or any of its Subsidiaries holds real or personal property has been duly authorized, executed and delivered by the Company or Subsidiary, as the case may be, and, to the Company's knowledge, by each of the parties thereto. Each such Lease is a legal, valid and binding obligation of the Company or a Subsidiary, as the case may be, and, to the Company's knowledge, of each other party thereto, enforceable in accordance with its terms. Each of the Company and its Subsidiaries has a valid leasehold interest in and enjoys peaceful and undisturbed possession under all Leases pursuant to which it holds any real property or tangible personal property, none of which contains any provision which would impair the Company's ability to use such property as it is currently used by the Company, except as described in Section 3.5(a) of the Disclosure ScheduleLetter. All of such Leases are valid and subsisting and in full force and effect. Neither the Company nor any of its Subsidiaries nor, to the Company's knowledge, any other party thereto, is in default in the performance, observance or fulfillment of any obligation, covenant or condition contained in any such Lease, except to the extent any such default would not have an Adverse Effect.

Title to Properties; Leases. (a) Each of the Company and its Subsidiaries has good legal and insurable title, with respect to all real property owned or leased (in fee simple if owned and leasehold if leased) and marketable title if owned (in fee simple), if any, reflected as an asset on the most recent balance sheet forming part of the Financial Statements, or held by the Company or any of its Subsidiaries for use in its business if not so reflected, and good indefeasible and merchantable title to all other assets, tangible and intangible (excluding leased property), reflected on such balance sheet, or held by the Company or any of its Subsidiaries for use in its business if not so reflected, or purported to have been acquired by the Company or any of its Subsidiaries since such date, except inventory sold or depleted, or property, plant and other equipment used up or retired, since such date, in each case in the ordinary course of business consistent with past practice of the Company and its Subsidiaries, free and clear of all Liens, except such as are reflected in the most recent balance sheet, or the notes thereto, forming part of the Financial Statements or set forth in Section 3.5(a) of the Disclosure Schedule. Except for financing statements evidencing Liens referred to in the preceding sentence (a true, correct and complete list and description of which is set forth in Section 3.5(a) of the Disclosure Schedule), to the Company's knowledge, no financing statements under the Uniform Commercial Code and no other filing which names the Company or any of its Subsidiaries as debtor or which covers or purports to cover any of the property of the Company or any of its Subsidiaries is on file in any state or other jurisdiction, and neither the Company nor any Subsidiary has signed or agreed to sign any such financing statement or filing or any agreement authorizing any secured party thereunder to file any such financing statement or filing. Each Lease or other occupancy or other agreement under which the Company or any of its Subsidiaries holds real or personal property has been duly authorized, executed and delivered by the Company or Subsidiary, as the case may be, and, to the Company's knowledge, by each of the parties thereto. Each such Lease is a legal, valid and binding obligation of the Company or a Subsidiary, as the case may be, and, to the Company's knowledge, of each other party thereto, enforceable in accordance with its terms. Each of the Company and its Subsidiaries has a valid leasehold interest in and enjoys peaceful and undisturbed possession under all Leases pursuant to which it holds any real property or tangible personal property, none of which contains any provision which would impair the Company's ability to use such property as it is currently used by the Company, except as described in Section 3.5(a) of the Disclosure Schedule. All of such Leases are valid and subsisting and in full force and effect. Neither the Company nor any of its Subsidiaries nor, to the Company's knowledge, any other party thereto, is in default in the performance, observance or fulfillment of any obligation, covenant or condition contained in any such Lease.

Title to Properties; Leases. (a) Each of the Company and its Subsidiaries has good legal and insurable title, with respect to all real property owned or leased (in fee simple if owned and leasehold if leased) and marketable title if owned (in fee simple), if any, by Company reflected as an asset on the most recent balance sheet forming part of the Financial Statements, or held by the Company or any of its Subsidiaries for use in its business if not so reflected, and good indefeasible and merchantable title to all other assets, tangible and intangible (excluding leased property), reflected on such balance sheet, or held by the Company or any of its Subsidiaries for use in its business if not so reflected, or purported to have been acquired by the Company or any of its Subsidiaries since such date, except inventory sold or depleted, or property, plant and other equipment used up or retired, since such date, in each case in the ordinary course of business consistent with past practice of the Company and its Subsidiaries, free and clear of all Liens, except such as are reflected in the most recent balance sheet, or the notes thereto, forming part of the Financial Statements or set forth in Section 3.5(a) of the Disclosure ScheduleLetter. Except for financing statements evidencing Liens referred to in the preceding sentence (a true, correct and complete list and description of which is set forth in Section 3.5(a) of the Disclosure ScheduleLetter), to the Company's knowledge, no financing statements under the Uniform Commercial Code and no other filing which names the Company or any of its Subsidiaries as debtor or which covers or purports to cover any of the property of the Company or any of its Subsidiaries is on file in any state or other jurisdiction, and neither the Company nor any Subsidiary has signed or agreed to sign any such financing statement or filing or any agreement authorizing any secured party thereunder to file any such financing statement or filing. Each Lease or other occupancy or other agreement under which the Company or any of its Subsidiaries holds real or personal property has been duly authorized, executed and delivered by the Company or Subsidiary, as the case may be, and, to the Company's knowledge, by each of the parties thereto. Each such Lease is a legal, valid and binding obligation of the Company or a Subsidiary, as the case may be, and, to the Company's knowledge, of each other party thereto, enforceable in accordance with its terms. Each of the Company and its Subsidiaries has a valid leasehold interest in and enjoys peaceful and undisturbed possession under all Leases pursuant to which it holds any real property or tangible personal property, none of which contains any provision which would impair the Company's ability to use such property as it is currently used by the Company, except as described in Section 3.5(a) of the Disclosure ScheduleLetter. All of such Leases are valid and subsisting and in full force and effect. Neither the Company nor any of its Subsidiaries nor, to the Company's knowledge, any other party thereto, is in default in the performance, observance or fulfillment of any obligation, covenant or condition contained in any such Lease, except to the extent any such default would not have an Adverse Effect.

Title to Properties; Leases. (a) Each of the A. The Company and its Subsidiaries has good good, legal and insurable title, with respect to all real property owned or leased (in fee simple if owned and leasehold if leased) and good, clear, record and marketable title if owned (in fee simple), if any, reflected as an asset on the most recent audited balance sheet forming part of the Company Financial Statements, or held by the Company or any of its Subsidiaries for use in its business if not so reflected, and good and clear indefeasible and merchantable title to all other assets, tangible and intangible (excluding leased property)intangible, reflected on such balance sheet, or (excluding leased property) held by the Company or any of its Subsidiaries for use in its business if not so reflected, or purported to have been acquired by the Company or any of its Subsidiaries since such date, except inventory sold or depleted, or property, plant and other equipment used up or retired, since such date, in each case in the ordinary course of business consistent with past practice of the Company and its Subsidiariespractice, free and clear of all Liens, except (x) such as are reflected in the most recent audited balance sheet, or the notes thereto, forming part of the Company Financial Statements Statements, (y) Liens securing taxes, assessments, governmental charges or levies, or the claims of materialmen, carriers, landlords and like persons, which are not yet due or payable, or (z) as set forth in Section 3.5(a3.6(A) of the Company Disclosure Schedule. Except for financing statements evidencing Liens referred to in the preceding sentence (a true, correct and complete list and description of which is set forth in Section 3.5(a) of the Disclosure Schedule), to the Company's knowledge, no financing statements under the Uniform Commercial Code and no other filing which names the Company or any of its Subsidiaries as debtor or which covers or purports to cover any of the property of the Company or any of its Subsidiaries is on file in any state or other jurisdiction, and neither the Company nor any Subsidiary has signed or agreed to sign any such financing statement or filing or any agreement authorizing any secured party thereunder to file any such financing statement or filing. Each Lease or other occupancy or other agreement under which the Company (or any a Subsidiary of its Subsidiaries the Company) holds real or personal property has been duly authorized, executed and delivered by the Company (or Subsidiary, as the case may be, and, to a Subsidiary of the Company's knowledge, by ); each of the parties thereto. Each such Lease is a legal, legal and valid and binding obligation of the Company (or a Subsidiary, as the case may be, and, to Subsidiary of the Company's knowledge, of each other party thereto, enforceable in accordance with its terms). Each The Company (or a Subsidiary of the Company and its Subsidiaries Company) has a valid leasehold interest in and enjoys peaceful and undisturbed possession under all Leases pursuant to which it holds any real property or tangible personal property, none of which contains any provision which would impair the Company's ability to use such property as it is currently used by the Company, except as described in Section 3.5(a) of the Disclosure Schedule. All of such Leases are valid and subsisting and in full force and effect. Neither ; and neither the Company nor any Subsidiary of its Subsidiaries northe Company, nor to the Company's knowledge, knowledge of the Company any other party thereto, is in default in the performance, observance or fulfillment of any obligation, covenant or condition contained in any such Lease.

Title to Properties; Leases. A. The Company (aor a Subsidiary) Each of the Company and its Subsidiaries has good good, legal and insurable title, with respect to all real property owned or leased (in fee simple if owned and leasehold if leased) and good, clear, record and marketable title if owned (in fee simple), if any, reflected as an asset on the most recent audited balance sheet forming part of the Company Financial Statements, or held by the Company (or any of its Subsidiaries a Subsidiary) for use in its business if not so reflected, and good and clear indefeasible and merchantable title to all other assets, tangible and intangible (excluding leased property)intangible, reflected on such balance sheet, or (excluding leased property) held by the Company (or any of its Subsidiaries a Subsidiary) for use in its business if not so reflected, or purported to have been acquired by the Company (or any of its Subsidiaries a Subsidiary) since such date, except inventory sold or depleted, or property, plant and other equipment used up or retired, since such date, in each case in the ordinary course of business consistent with past practice of the Company and its Subsidiariespractice, free and clear of all Liens, except (x) such as are reflected in the most recent audited balance sheet, or the notes thereto, forming part of the Company Financial Statements Statements, (y) Liens securing taxes, assessments, governmental charges or levies, or the claims of materialmen, carriers, landlords and like persons, which are not yet due or payable, or (z) as set forth in Section 3.5(a3.6(A) of the Company Disclosure Schedule. Except for financing statements evidencing Liens referred to in the preceding sentence (a true, correct and complete list and description of which is set forth in Section 3.5(a) of the Disclosure Schedule), to the Company's knowledge, no financing statements under the Uniform Commercial Code and no other filing which names the Company or any of its Subsidiaries as debtor or which covers or purports to cover any of the property of the Company or any of its Subsidiaries is on file in any state or other jurisdiction, and neither the Company nor any Subsidiary has signed or agreed to sign any such financing statement or filing or any agreement authorizing any secured party thereunder to file any such financing statement or filing. Each Lease or other occupancy or other agreement under which the Company (or any of its Subsidiaries a Subsidiary) holds real or personal property has been duly authorized, executed and delivered by the Company (or a Subsidiary, as the case may be, and, to the Company's knowledge, by ); each of the parties thereto. Each such Lease is a legal, legal and valid and binding obligation of the Company (or a Subsidiary, as the case may be, and, to the Company's knowledge, of each other party thereto, enforceable in accordance with its terms). Each of the The Company and its Subsidiaries (or a Subsidiary) has a valid leasehold interest in and enjoys peaceful and undisturbed possession under all Leases pursuant to which it holds any real property or tangible personal property, none of which contains any provision which would impair the Company's ability to use such property as it is currently used by the Company, except as described in Section 3.5(a) of the Disclosure Schedule. All of such Leases are valid and subsisting and in full force and effect. Neither ; and neither the Company nor any of its Subsidiaries norSubsidiary, nor to the Company's knowledge, knowledge of the Company any other party thereto, is in default in the performance, observance or fulfillment of any obligation, covenant or condition contained in any such Lease.

Title to Properties; Leases. (a) Each of the Company ATS and its Subsidiaries has good legal and insurable title, with respect to all real property owned or leased (in fee simple if owned and leasehold if leased) and marketable title if owned (in fee simple), if any, reflected as an asset on the most recent balance sheet forming part of the ATS Financial Statements, or held by the Company ATS or any of its Subsidiaries for use in its business if not so reflected, and good indefeasible and merchantable title to all other assets, tangible and intangible (excluding leased property), reflected on such balance sheet, or held by the Company ATS or any of its Subsidiaries for use in its business if not so reflected, or purported to have been acquired by the Company ATS or any of its Subsidiaries since such date, except inventory sold or depleted, or property, plant and other equipment used up or retired, since such date, in each case in the ordinary course of business consistent with past practice of the Company ATS and its Subsidiaries, free and clear of all Liens, except such as are reflected in the most recent balance sheet, or the notes thereto, forming part of the Financial Statements or set forth in Section 3.5(a5.31(a) of the ATS Disclosure ScheduleMemorandum. Except for financing statements evidencing Liens referred to in the preceding sentence (a true, correct and complete list and description of which is set forth in Section 3.5(a5.31(a) of the ATS Disclosure ScheduleMemorandum), to the CompanyATS's knowledgeKnowledge, no financing statements under the Uniform Commercial Code and no other filing which names the Company ATS or any of its Subsidiaries as debtor or which covers or purports to cover any of the property of the Company ATS or any of its Subsidiaries is on file in any state or other jurisdiction, and neither the Company ATS nor any Subsidiary has signed or agreed to sign any such financing statement or filing or any agreement authorizing any secured party thereunder to file any such financing statement or filing. Each Lease or other occupancy or other agreement under which the Company ATS or any of its Subsidiaries holds real or personal property has been duly authorized, executed and delivered by the Company ATS or Subsidiary, as the case may be, and, to the CompanyATS's knowledgeKnowledge, by each of the parties thereto. Each such Lease is a legal, valid and binding obligation of the Company ATS or a Subsidiary, as the case may be, and, to the CompanyATS's knowledgeKnowledge, of each other party thereto, enforceable in accordance with its terms. Each of the Company ATS and its Subsidiaries has a valid leasehold interest in and enjoys peaceful and undisturbed possession under all Leases pursuant to which it holds any real property or tangible personal property, none of which contains any provision which would impair the CompanyATS's ability to use such property as it is currently used by the CompanyATS, except as described in Section 3.5(a5.31(a) of the ATS Disclosure ScheduleMemorandum. All of such Leases are valid and subsisting and in full force and effect. Neither the Company ATS nor any of its Subsidiaries nor, to the CompanyATS's knowledgeKnowledge, any other party thereto, is in default in the performance, observance or fulfillment of any obligation, covenant or condition contained in any such Lease.

Title to Properties; Leases. (a) Each of the The Company and its Subsidiaries has good legal and insurable title, with respect to all real property owned or leased (in fee simple if owned and leasehold if leased) and marketable title if owned (in fee simple), if any, reflected as an asset on the most recent balance sheet forming part of the Financial Statements, or held by the Company or any of its Subsidiaries for use in its business if not so reflected, and good indefeasible and merchantable title to all other assets, tangible and intangible (excluding leased property), reflected on such the most recent balance sheet, sheet forming part of the Financial Statements or held by the Company or any of its Subsidiaries for use in its business if not so reflected, or purported to have been acquired by the Company or any of its Subsidiaries since such date, except inventory sold or depleted, or property, plant and other equipment used up or retired, since such date, in each case in the ordinary course of business consistent with past practice of the Company and its SubsidiariesCompany, free and clear of all Liens, except such as are reflected in the most recent balance sheet, or the notes thereto, forming part of the Financial Statements or set forth in Section 3.5(a) of the Disclosure Schedule. Except for financing statements evidencing Liens referred to in the preceding sentence (a true, correct and complete list and description of which is set forth in Section 3.5(a) of the Disclosure Schedule), to the Company's knowledge, no financing statements under the Uniform Commercial Code and no other filing which names the Company or any of its Subsidiaries as debtor or which covers or purports to cover any of the property of the Company or any of its Subsidiaries is on file in any state or other jurisdiction, and neither the Company nor any Subsidiary has not signed or agreed to sign any such financing statement or filing or any agreement authorizing any secured party thereunder to file any such financing statement or filing. Each Lease or other occupancy or other agreement under which the Company or any of its Subsidiaries holds real or personal property has been duly authorized, executed and delivered by the Company or Subsidiary, as the case may beCompany, and, to the Company's knowledgeknowledge without investigation by the Company, by each of the parties thereto. Each such Lease is a legal, valid and binding obligation of the Company or a Subsidiary, as the case may beCompany, and, to the Company's knowledgeknowledge without investigation by the Company, of each other party thereto, enforceable in accordance with its terms. Each of the The Company and its Subsidiaries has a valid leasehold interest in and enjoys peaceful and undisturbed possession under all Leases pursuant to which it holds any real property or tangible personal property, none of which contains any provision which would impair the Company's ability to use such property as it is currently used by the Company, except as described in Section 3.5(a) of the Disclosure Schedule. All of such Leases are valid and subsisting and in full force and effect. Neither the Company nor any of its Subsidiaries nor, to the Company's knowledge, any other party thereto, is in default in the performance, observance or fulfillment of any obligation, covenant or condition contained in any such Lease.

Title to Properties; Leases. (a) Each Section 4.5(a) of the Company Disclosure Schedule contains a true, accurate and its Subsidiaries has good legal and insurable title, with respect to complete description of all real property estate owned or leased by the Company (the "Company Real Property") and all Leases and an identification of all material items of personal property (the "Company Personal Property"). The Company has good legal, indefeasible, insurable and marketable title in fee simple if owned and leasehold if leased) and marketable title if owned (in fee simple)to all Company Real Property, if any, reflected as an asset on the most recent balance sheet forming part of the Financial Statements, or held owned by the Company or any of its Subsidiaries for use in its business if not so reflected, it and good indefeasible and merchantable title to all other assets, tangible and intangible (excluding leased property), reflected on such balance sheet, or held by the Company or any of its Subsidiaries for use in its business if not so reflected, or purported to have been acquired by the Company or any of its Subsidiaries since such date, except inventory sold or depleted, or property, plant and other equipment used up or retired, since such date, in each case in the ordinary course of business consistent with past practice of the Company and its SubsidiariesPersonal Property, free and clear of all Liens, except such as are (i) Liens reflected in the most recent balance sheet, or the notes thereto, forming part of the Company Financial Statements or (including, but not limited to, the Lien securing the Park Center Note), (ii) Liens for current taxes not yet due and payable, (iii) Liens set forth in on Section 3.5(a4.5(a) of the Company Disclosure Schedule, (iv) Liens that will be released prior to the Closing Date (and which are listed on Section 4.5(a) of the Company Disclosure Schedule), and (v) such imperfections of title, easements, encumbrances and mortgages or other Liens, if any, as are not, individually or in the aggregate, substantial in character, amount or extent and do not materially detract from the value, or materially interfere with the present use, of the property subject thereto or affected thereby, or otherwise materially impair business operations. Except for financing statements evidencing Liens referred to in the preceding sentence (a true, correct accurate and complete list and description of which is set forth in Section 3.5(a4.5(a) of the Company Disclosure Schedule), to the Company's knowledge, no financing statements under the Uniform Commercial Code and no other filing which names the Company or any of its Subsidiaries as debtor or which covers or purports to cover any of the property of the Company or any of its Subsidiaries is on file in any state or other jurisdiction, and neither the Company nor any Subsidiary has not signed or agreed to sign any such financing statement or filing or any agreement authorizing any secured party thereunder to file any such financing statement or filing. Each Lease or other occupancy or other agreement under which the Company or any of its Subsidiaries holds real or personal property has been duly authorized, executed and delivered by the Company or Subsidiary, Except as the case may be, and, to the Company's knowledge, by each of the parties thereto. Each such Lease is a legal, valid and binding obligation set forth in Section 4.5(a) of the Company or Disclosure Schedule, the Company Real Property (other than land) and all material items of Company Personal Property are generally in a Subsidiarystate of good repair and maintenance and are generally in good operating condition, as normal wear and tear excepted, have been maintained in a manner consistent with generally accepted standards of good engineering practice and will permit the case may be, and, Stations to the Company's knowledge, of each other party thereto, enforceable operate in accordance with its terms. Each the terms and conditions of the Company their respective FCC Licenses and its Subsidiaries has a valid leasehold interest in and enjoys peaceful and undisturbed possession under all Leases pursuant to which it holds any real property or tangible personal property, none of which contains any provision which would impair the Company's ability to use such property as it is currently used by the Company, except as described in Section 3.5(a) of the Disclosure Schedule. All of such Leases are valid and subsisting and in full force and effect. Neither the Company nor any of its Subsidiaries nor, to the Company's knowledge, any other party thereto, is in default in the performance, observance or fulfillment of any obligation, covenant or condition contained in any such LeaseApplicable Laws.

Title to Properties; Leases. (a) Each The Company or one of the Company and its Subsidiaries has good good, legal and insurable title, with respect to all real property owned or leased (in fee simple if owned and leasehold if leased) ), and good, clear, record and marketable title if with respect to all real property owned (in fee simple), if any, reflected as an asset on the most recent audited balance sheet forming part of the Company Financial Statements, or held by the Company or any one of its Subsidiaries for use in its business if not so reflected, and good and clear indefeasible and merchantable title to all other assets, tangible and intangible (excluding leased property)intangible, reflected on such balance sheet, or (excluding leased property) held by the Company or any one of its Subsidiaries for use in its business if not so reflected, or purported to have been acquired by the Company or any one of its Subsidiaries since such date, except inventory sold or depleted, or property, plant and other equipment used up or retired, since such date, in each case in the ordinary course of business consistent with past practice of the Company and its Subsidiariespractice, free and clear of all Liens, except (w) such as are reflected in the most recent audited balance sheet, or the notes thereto, forming part of the Company Financial Statements Statements, (x) Liens securing taxes, assessments, governmental charges or levies, or the claims of mechanics, materialmen, carriers, landlords and like persons, which are not yet due or payable or are due but not yet payable, (y) Permitted Liens or (z) as set forth in Section 3.5(a3.6(a) of the Company Disclosure Schedule. Except for financing statements evidencing Liens referred to in the preceding sentence (a true, correct and complete list and description of which is set forth in Section 3.5(a) of the Disclosure Schedule), to the Company's knowledge, no financing statements under the Uniform Commercial Code and no other filing which names the Company or any of its Subsidiaries as debtor or which covers or purports to cover any of the property of the Company or any of its Subsidiaries is on file in any state or other jurisdiction, and neither the Company nor any Subsidiary has signed or agreed to sign any such financing statement or filing or any agreement authorizing any secured party thereunder to file any such financing statement or filing. Each Lease or other occupancy or other agreement under which the Company or any one of its Subsidiaries holds real or personal property has been duly authorized, executed and delivered by the Company or Subsidiaryone of its Subsidiaries, as the case may be, and, to the Company's knowledge, by and each of the parties thereto. Each such Lease is a legal, legal and valid and binding obligation of the Company or a Subsidiary, as the case may be, and, to the Company's knowledge, one of each other party thereto, enforceable in accordance with its termsSubsidiaries. Each The Company or one of the Company and its Subsidiaries has a valid leasehold interest in and enjoys peaceful and undisturbed possession under all Leases pursuant to which it holds any real property or material tangible personal property, none of which contains any provision which would impair the Company's ability to use such property as it is currently used by the Company, except as described in Section 3.5(a) of the Disclosure Schedule. All of such Leases are valid and subsisting and in full force and effect. Neither ; and neither the Company nor any of its Subsidiaries Subsidiary nor, to the knowledge of the Company's knowledge, any other party thereto, thereto is in default in the performance, observance or fulfillment of any material obligation, covenant or condition contained in any such Lease.