Common use of Operating Assets Clause in Contracts

Operating Assets. (a) ▇▇▇▇▇ or an Affiliate of ▇▇▇▇▇ has (i) in the case of personal property owned by it, valid title and (ii) in the case of personal property leased by it, valid and enforceable leasehold interest, to all of the Contributed Assets which constitute personal property used, or held for use in, or in connection with the Theatre Properties subject to no Encumbrance other than Permitted Encumbrances. No financing statement signed by ▇▇▇▇▇ or an Affiliate of ▇▇▇▇▇ under the Uniform Commercial Code has been filed in any jurisdiction except as set forth in Schedule 8.4. (a) hereto, and, except for unfiled copies of filed financing statements, ▇▇▇▇▇ or an Affiliate of ▇▇▇▇▇, to ▇▇▇▇▇’ knowledge, has not signed any such financing statement or any security agreement authorizing any secured party thereunder to file any such financing statement. ▇▇▇▇▇ does not operate under any trade or business name other than ▇▇▇▇▇ Lincoln Park Theatres, Inc., ▇▇▇▇▇ Winchester Theatres, Inc., Lincoln Park 8 or Winchester Mall Cinemas. Each Theatre Property and each of the items of the Contributed Assets used or held for use in, or in connection with, each Theatre Property are, to the knowledge of ▇▇▇▇▇, in good operating condition, subject to normal wear and tear, and are fit for the use for which they are intended and to which they are presently devoted. Each Theatre Property, together with the related Contributed Assets located therein, constitutes a fully operable motion picture theatre and is sufficient to permit the Partnership to operate the business as currently being conducted therein. Since January 1, 1988, neither ▇▇▇▇▇ nor any of its Affiliates have sold, removed or transferred any equipment, furnishings or fixtures from any Theatre Property which if not sold, removed or transferred would have constituted a Contributed Asset, except (i) in the ordinary course of business and all such sold or removed equipment, furnishings or fixtures have been replaced with equipment or property of a quality at least in all material respects equal to that which has been sold, removed or transferred and (ii) in the case of equipment, furnishings or fixtures which ▇▇▇▇▇ or an Affiliate has determined in its reasonable business judgment is obsolete, not necessary or inappropriate for the operation of the Theatre Properties consistent with past practice. (b) The items of the spare parts inventory are, to the knowledge of ▇▇▇▇▇, in good operating condition and are fit for the uses for which they are intended. (c) Set forth on Schedule 8.4(c) is a list of all insurance policies held by Loeks insuring any of the Contributed Assets and a list of all the insurers under each of those policies. True and complete copies of such policies have heretofore been delivered to Star.