Common use of Title to Real and Personal Property Clause in Contracts

Title to Real and Personal Property. Each of the Company and the Subsidiary has good and marketable title in fee simple to, or has valid rights to lease or otherwise use, all items of real or personal property that are material to the business of the Company and the Subsidiary taken as a whole, free and clear of all liens, encumbrances, security interests, claims and defects that do not, singularly or in the aggregate, result in a Material Adverse Change and do not interfere with the use made of such property by the Company or the Subsidiary; and all of the leases and subleases material to the business of the Company and the Subsidiary taken as a whole, and under which the Company or the Subsidiary holds properties described in the Registration Statement, the Disclosure Package and the Prospectus, are, to the Company’s knowledge in full force and effect, and neither the Company nor the Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or the Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or the Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, which would result in a Material Adverse Change.

Title to Real and Personal Property. Each of the Company and the each Subsidiary has good and marketable title in fee simple to, or has have valid rights to lease or otherwise use, all items of real or personal property that are material to the business of the Company and the Subsidiary taken as a wholeeach Subsidiary, free and clear of all liens, encumbrances, security interests, claims and defects that do not, singularly or in the aggregate, result in materially affect the business of the Company and the Subsidiaries, taken as a Material Adverse Change whole, and do not interfere with the use made of such property by the Company or the such Subsidiary; and all of the leases and subleases material to the business of the Company and the Subsidiary taken as a wholeeach Subsidiary, and under which the Company or the any Subsidiary holds properties described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, are, to the Company’s knowledge knowledge, in full force and effect, and neither the Company nor the any Subsidiary has received any notice of any material claim of any sort that has have been asserted by anyone adverse to the rights of the Company or the any Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or the any Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, which would result in a Material Adverse Change.

Title to Real and Personal Property. Each of the The Company and the Subsidiary has its Subsidiaries have good and marketable title in fee simple to, or has valid rights to lease or otherwise use, all items of real or personal property that are material to the business of owned by the Company and the Subsidiary taken as a wholeits Subsidiaries and good title to all other tangible and intangible properties (other than Intellectual Property covered by Section 3(s)) owned by them, in each case, free and clear of all mortgages, pledges, liens, encumbrances, security interests, claims claims, restrictions or encumbrances of any kind except such as (i) are described in the consolidated balance sheets included in the Company SEC Documents filed prior to the date hereof or (ii) individually and defects that do not, singularly or in the aggregate, result in have not had and would not reasonably be expected to have a Material Adverse Change and do not interfere with the use made of such property by the Company or the Subsidiary; and all Effect. All of the leases and subleases material to the business of the Company and the Subsidiary taken as a whole, and under which the Company or the Subsidiary holds properties described in the Registration Statement, the Disclosure Package and the Prospectus, are, to the Company’s knowledge its Subsidiaries are a party are in full force and effecteffect and enforceable by the Company or such Subsidiary in accordance with their terms, and neither the Company nor the any Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or the any Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or the such Subsidiary to the continued possession of the leased or subleased premises property by under any such lease or sublease, which except where any such claim or failure to be enforceable would result not reasonably be expected to have, individually or in the aggregate, a Material Adverse ChangeEffect.

Title to Real and Personal Property. Each of Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and the Subsidiary has each of its Subsidiaries have good and marketable title in fee simple toto (or, in the case of real properties located in the PRC, valid land use rights and building ownership certificate(s) with respect to such real property), or has have valid rights to lease or otherwise use, all items of real or personal property that which are material to the business of the Company and the Subsidiary its Subsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, security interests, claims Liens and defects that do not, singularly singly or in the aggregate, result in a Material Adverse Change materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or the Subsidiaryany of its Subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiary taken its Subsidiaries, considered as a wholeone enterprise, and under which the Company or the Subsidiary any of its Subsidiaries holds properties described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, are, to the Company’s knowledge are in full force and effect, and neither the Company nor the any Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or the any Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or the such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, which would result in a Material Adverse Change.

Title to Real and Personal Property. Each of the The Company and each of its subsidiaries owns or leases all such properties as are necessary to the Subsidiary has conduct of its business as presently operated and as proposed to be operated as described in the Registration Statement, the General Disclosure Package and the Prospectus. The Company and its subsidiaries have good and marketable title in fee simple to, or has valid rights to lease or otherwise use, all items of real or property and good and marketable title to all personal property that are material to the business of the Company and the Subsidiary taken as a wholeowned by them, in each case free and clear of any and all liensLiens except such as are described in the Registration Statement, encumbrances, security interests, claims the General Disclosure Package and defects that the Prospectus or such as do not, singularly not (individually or in the aggregate, result in a Material Adverse Change and do not ) materially affect the value of such property or materially interfere with the use made or proposed to be made of such property by the Company or the Subsidiaryand its subsidiaries; and all of the leases any real property and subleases material to the business of buildings held under lease or sublease by the Company and the Subsidiary taken its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as a wholeare not material to, and under which do not materially interfere with, the use made and proposed to be made of such property and buildings by the Company or the Subsidiary holds properties described in the Registration Statement, the Disclosure Package and the Prospectus, are, to the Company’s knowledge in full force and effect, and neither its subsidiaries. Neither the Company nor the Subsidiary any of its subsidiaries has received any notice of any material claim adverse to its ownership of any sort that has been asserted by anyone adverse to the rights real or personal property or of the Company or the Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or the Subsidiary to claim against the continued possession of the leased any real property, whether owned or subleased premises held under any such lease or sublease, which would result in a Material Adverse Changesublease by the Company or any of its subsidiaries.

Title to Real and Personal Property. Each of Neither the Company nor its subsidiaries own any real property. The Company and the Subsidiary has each of its subsidiaries have good and marketable title in fee simple to, or has have valid rights to lease or otherwise use, all items of real or personal property that property, which are material to the business of the Company and the Subsidiary its subsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, security interests, claims and defects that do not, singularly or in the aggregate, result in a Material Adverse Change materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or the Subsidiaryany of its subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiary taken its subsidiaries, considered as a wholeone enterprise, and under which the Company or the Subsidiary any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package and the Prospectus, are, to the Company’s knowledge are in full force and effect, and neither the Company nor the Subsidiary any subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or the Subsidiary any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or the Subsidiary such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, which would result in a Material Adverse Change.

Title to Real and Personal Property. Each of the The Company and the Subsidiary has each of its subsidiaries have good and marketable title in fee simple and (in the case of real property) to, or has have valid and marketable rights to lease or otherwise use, all items of real or personal property that which are material to the business of the Company and the Subsidiary its subsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, security interests, claims and defects that (i) do not, singularly or in the aggregate, result in a Material Adverse Change materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries or (ii) could not reasonably be expected, singularly or in the Subsidiary; and all aggregate, to have a Material Adverse Effect. All of the leases and subleases material to the business of the Company and the Subsidiary taken as a whole, and under which the Company or the Subsidiary holds properties described in the Registration Statement, the General Disclosure Package and the Prospectus, are, to the Company’s knowledge are in full force and effect, and neither the Company nor the Subsidiary has not received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or the Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or the Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, which would result in a Material Adverse Change.

Title to Real and Personal Property. Each of the The Company and the Subsidiary has its Subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, in fee simple to, or has valid rights to lease or otherwise use, all items of real or personal property that are material to the business of the Company and the Subsidiary taken as a wholeeach case, free and clear of all mortgages, pledges, liens, encumbrances, security interests, claims claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and defects that the Prospectus; (B) do not, singularly singly or in the aggregate, result in a Material Adverse Change materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or the Subsidiaryany of its Subsidiaries or (C) would not reasonably be expected to result in a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and the Subsidiary taken its Subsidiaries, considered as a wholeone enterprise, and under which the Company or the Subsidiary any of its Subsidiaries holds properties described in the Registration Statement, the General Disclosure Package and the Prospectus, are, to the Company’s knowledge are in full force and effect, and neither the Company nor the any such Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or the any Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or the such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, which would result in a Material Adverse Change.

Title to Real and Personal Property. Each of the The Company and the Subsidiary has its Subsidiaries have good and marketable title (in fee simple to, or has valid rights simple) to lease or otherwise use, all items of real or personal property owned by them and good title to all other properties owned by them that are material to the business of the Company and the Subsidiary taken as a wholeCompany, in each case, free and clear of all mortgages, pledges, liens, encumbrances, security interests, claims claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and defects that the Prospectus; (B) do not, singularly singly or in the aggregate, result in a Material Adverse Change materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or the Subsidiaryany of its Subsidiaries or (C) would not reasonably be expected to result in a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and the Subsidiary taken its Subsidiaries, considered as a wholeone enterprise, and under which the Company or the Subsidiary any of its Subsidiaries holds properties described in the Registration Statement, the General Disclosure Package and the Prospectus, are, to the Company’s knowledge are in full force and effect, and neither the Company nor the any such Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or the any Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or the such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, which would result in a Material Adverse Change.

Title to Real and Personal Property. Each of the Company and the Subsidiary has Subsidiaries have good and marketable title in fee simple to, or has valid rights to lease or otherwise use, all items of real or personal property that are material to the business of the Company and the Subsidiary Subsidiaries taken as a whole, free and clear of all liens, encumbrances, security interests, claims and defects that do not, singularly or in the aggregate, result in a Material Adverse Change and do not interfere with the use made of such property by the Company or the any Subsidiary; and all of the leases and subleases material to the business of the Company and the Subsidiary Subsidiaries taken as a whole, and under which the Company or the any Subsidiary holds properties described in the Registration Statement, the Disclosure Package and the Prospectus, are, to the Company’s knowledge in full force and effect, and neither the Company nor the any Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or the Subsidiary Subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or the any Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, which would result in a Material Adverse Change.

Title to Real and Personal Property. Each of the The Company and the Subsidiary has its subsidiaries have good and marketable title in fee simple to, or has have valid rights to lease or otherwise use, all items of real or and personal property that are material to the business respective businesses of the Company and the Subsidiary taken as a wholeits subsidiaries, in each case free and clear of all mortgages, pledges, security interest, liens, encumbrances, security interestsclaims, claims restrictions and defects and imperfections of title except those that do not, singularly or in the aggregate, result in a Material Adverse Change and (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the Subsidiary; and all aggregate, to have a Material Adverse Effect. All of the leases and subleases material to the business of the Company and the Subsidiary its subsidiaries, taken as a whole, and under which the Company or the Subsidiary any of its subsidiaries holds properties described in the Registration Statement, the Disclosure Package and Time of Sale Information or the Prospectus, are, to the Company’s knowledge are in full force and effect, and neither the Company nor the Subsidiary any subsidiary has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or the Subsidiary any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or the Subsidiary such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, which would result in a Material Adverse Change.

Title to Real and Personal Property. Each of the Company and the each Subsidiary has good and marketable title in fee simple to, or has have valid rights to lease or otherwise use, all items of real or personal property that are material to the business of the Company and the Subsidiary Subsidiaries, taken as a whole, free and clear of all liens, encumbrances, security interests, claims and defects that do not, singularly or in the aggregate, result in a Material Adverse Change and do not interfere with the use made of such property by the Company or the any Subsidiary; and all of the leases and subleases material to the business of the Company and the Subsidiary taken as a wholeor any Subsidiary, and under which the Company or the any Subsidiary holds properties described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, are, to the Company’s knowledge in full force and effect, and neither the Company nor the any Subsidiary has received any notice of any material claim of any sort that has have been asserted by anyone adverse to the rights of the Company or the any Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or the any Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, which would result in a Material Adverse Change.

Title to Real and Personal Property. Each of the Company and the each Subsidiary has good and marketable title in fee simple to, or has valid rights to lease or otherwise use, all items of real or personal property that are material to the business of the Company and the any Subsidiary taken as a whole, free and clear of all liens, encumbrances, security interests, claims and defects that do not, singularly or in the aggregate, result in a Material Adverse Change and do not interfere with the use made of such property by the Company or the any Subsidiary; and all of the leases and subleases material to the business of the Company and the Subsidiary Subsidiaries taken as a whole, and under which the Company or the any Subsidiary holds properties described in the Registration Statement, the Disclosure Package and the Prospectus, are, to the Company’s knowledge in full force and effect, and neither the Company nor the any Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or the any Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or the any Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, which would result in a Material Adverse Change.

Title to Real and Personal Property. Each of the Company and the each Subsidiary has good and marketable title in fee simple to, or has valid rights to lease or otherwise use, all items of real or personal property that are material to the business of the Company and the Subsidiary Subsidiaries taken as a whole, free and clear of all liens, encumbrances, security interests, claims and defects that do not, singularly or in the aggregate, result in a Material Adverse Change and do not interfere with the use made of such property by the Company or the any Subsidiary; and all of the leases and subleases material to the business of the Company and the Subsidiary Subsidiaries taken as a whole, and under which the Company or the any Subsidiary holds properties described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, are, to the Company’s knowledge in full force and effect, and neither the Company nor the any Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or the any Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or the any Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, which would result in a Material Adverse Change.

Title to Real and Personal Property. Each of the Company and the Subsidiary has good and marketable title in fee simple to, or has valid rights to lease or otherwise use, all items of real or personal property that are material to the business of the Company and the Subsidiary taken as a whole, free and clear of all liens, encumbrances, security interests, claims and defects that do not, singularly or in the aggregate, result in a Material Adverse Change and do not interfere with the use made of such property by the Company or the any Subsidiary; and all of the leases and subleases material to the business of the Company and the Subsidiary taken as a whole, and under which the Company or the any Subsidiary holds properties described in the Registration Statement, the Disclosure Package and the ProspectusSEC Reports, are, to the Company’s knowledge in full force and effect, and neither the Company nor the any Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or the Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or the any Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, which would result in a Material Adverse Change.

Title to Real and Personal Property. Each of Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change, the Company and the Subsidiary has its Subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, in fee simple to, or has valid rights to lease or otherwise use, all items of real or personal property that are material to the business of the Company and the Subsidiary taken as a wholeeach case, free and clear of all mortgages, pledges, liens, encumbrances, security interests, claims claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and defects that the Prospectus; or (B) do not, singularly singly or in the aggregate, result in a Material Adverse Change materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or the Subsidiaryany of its Subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiary taken its Subsidiaries, considered as a wholeone enterprise, and under which the Company or the Subsidiary any of its Subsidiaries holds properties described in the Registration Statement, the General Disclosure Package and the Prospectus, are, to the Company’s knowledge are in full force and effect, and neither the Company nor the any such Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or the any Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or the such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, which would result in a Material Adverse Change.

Title to Real and Personal Property. Each of Neither the Company nor its Subsidiaries own any real property. The Company and the Subsidiary has each of its Subsidiaries have good and marketable title in fee simple to, or has have valid rights to lease or otherwise use, all items of real or personal property that which are material to the business of the Company and the Subsidiary its Subsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, security interests, claims and defects that do not, singularly or in the aggregate, result in a Material Adverse Change materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or the Subsidiaryany of its Subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiary taken its Subsidiaries, considered as a wholeone enterprise, and under which the Company or the Subsidiary any of its Subsidiaries holds properties described in the Registration Statement, the Disclosure Package and the Prospectus, are, to the Company’s knowledge are in full force and effect, and neither the Company nor the any Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or the any Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or the any Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, which would result in a Material Adverse Change.

Title to Real and Personal Property. Each of Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change, the Company and the Subsidiary has its Subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, in fee simple to, or has valid rights to lease or otherwise use, all items of real or personal property that are material to the business of the Company and the Subsidiary taken as a wholeeach case, free and clear of all mortgages, pledges, liens, encumbrances, security interests, claims claims, restrictions or encumbrances of any kind except such as (i) are described in the Registration Statement, the General Disclosure Package and defects that the Prospectus; or (ii) do not, singularly singly or in the aggregate, result in a Material Adverse Change materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or the Subsidiaryany of its Subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiary taken its Subsidiaries, considered as a wholeone enterprise, and under which the Company or the Subsidiary any of its Subsidiaries holds properties described in the Registration Statement, the General Disclosure Package and the Prospectus, are, to the Company’s knowledge are in full force and effect, and neither the Company nor the any such Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or the any Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or the such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, which would result in a Material Adverse Change.

Title to Real and Personal Property. Each of the Company and the Subsidiary Subsidiaries has good and marketable title in fee simple to, or has valid rights to lease or otherwise use, all items of real or personal property that are material to the business of the Company and the Subsidiary Subsidiaries taken as a whole, free and clear of all liens, encumbrances, security interests, claims and defects that do not, singularly or in the aggregate, result in a Material Adverse Change and do not interfere with the use made of such property by the Company or the any Subsidiary; and all of the leases and subleases material to the business of the Company and the Subsidiary Subsidiaries taken as a whole, and under which the Company or the any Subsidiary holds properties described in the Registration Statement, the Disclosure Package and the Prospectus, are, to the Company’s knowledge in full force and effect, and neither the Company nor the any Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or the Subsidiary Subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or the any Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, which would result in a Material Adverse Change.

Title to Real and Personal Property. Each of the The Company and the Subsidiary has each of its subsidiaries have good and marketable title in fee simple to, or has have valid rights to lease or otherwise use, all items of real or personal property that which are material to the business of the Company and the Subsidiary its subsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, security interests, claims and defects that do not, singularly or in the aggregate, result in a Material Adverse Change materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or the Subsidiaryany of its subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiary taken its subsidiaries, considered as a wholeone enterprise, and under which the Company or the Subsidiary any of its subsidiaries holds properties described in the Registration Statement, the Disclosure Package Statement and the Prospectus, are, to the Company’s knowledge are in full force and effect, and neither the Company nor the Subsidiary any subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or the Subsidiary any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or the Subsidiary such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, which would result in a Material Adverse Change; except those that do no materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries.

Title to Real and Personal Property. Each of Except as set forth in the Registration Statement and the Prospectus, the Company and the Subsidiary has its Subsidiaries have good and marketable title in fee simple to, or has have valid rights to lease or otherwise use, all items of real or personal property that which are material to the business of the Company and the Subsidiary its Subsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, security interests, claims and defects that do not, singularly singly or in the aggregate, result (i) materially affect the value of such property, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Change Effect and (iii) do not interfere with the use made and proposed to be made of such property by the Company or the Subsidiaryits Subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiary taken its subsidiaries, considered as a wholeone enterprise, and under which the Company or the Subsidiary any of its Subsidiaries holds properties described in the Registration Statement, the Disclosure Package Statement and the Prospectus, are, to the Company’s knowledge are in full force and effect, and neither the Company nor the any Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or the any Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or the such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, which would result in a Material Adverse Change.

Title to Real and Personal Property. Each of Except as set forth in the Registration Statement and the Prospectus, the Company and the Subsidiary has its Subsidiaries have good and marketable title in fee simple to, or has have valid rights to lease or otherwise use, all items of real or personal property that which are material to the business of the Company and the Subsidiary its Subsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, security interests, claims and defects that do not, singularly singly or in the aggregate, result (i) materially affect the value of such property, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Change Effect and (iii) and do not interfere with the use made and proposed to be made of such property by the Company or the Subsidiaryits Subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiary taken its subsidiaries, considered as a wholeone enterprise, and under which the Company or the Subsidiary any of its Subsidiaries holds properties described in the Registration Statement, the Disclosure Package Statement and the Prospectus, are, to the Company’s knowledge are in full force and effect, and neither the Company nor the any Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or the any Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or the such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, which would result in a Material Adverse Change.

Title to Real and Personal Property. Each of Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and the Subsidiary has good and marketable each of its subsidiaries have title in fee simple to, or has have valid rights to lease or otherwise use, all items of real or personal property that which are material to the business of the Company and the Subsidiary its subsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, security interests, claims and defects other than those that (1) do not, singularly or in the aggregate, result affect, in a Material Adverse Change material adverse respect, the value of such property (taken as a whole) and (2) do not materially interfere with the use made and proposed to be made of such property by the Company or the Subsidiaryany of its subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiary taken its subsidiaries, considered as a wholeone enterprise, and under which the Company or the Subsidiary any of its subsidiaries holds properties described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, are, to the Company’s knowledge are in full force and effect, and neither the Company nor the Subsidiary any subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or the Subsidiary any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or the Subsidiary such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, which would result in a Material Adverse Change.

Title to Real and Personal Property. Each of the The Company and the Subsidiary has its Subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, in fee simple to, or has valid rights to lease or otherwise use, all items of real or personal property that are material to the business of the Company and the Subsidiary taken as a wholeeach case, free and clear of all mortgages, pledges, liens, encumbrances, security interests, claims claims, restrictions or encumbrances of any kind (other than Permitted Liens) except such as (A) are described in the Registration Statement, the Pricing Disclosure Package and defects that the Prospectus or (B) do not, singularly singly or in the aggregate, result in a Material Adverse Change and do not materially interfere with the use made and proposed to be made of such property by the Company or the Subsidiaryany of its Subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiary taken its subsidiaries, considered as a wholeone enterprise, and under which the Company or the Subsidiary any of its Subsidiaries holds properties described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, are, to the Company’s knowledge are in full force and effect, and neither the Company nor the Subsidiary any such subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or the any Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or the such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, which would result in a Material Adverse Changesublease (other than Permitted Liens).

Title to Real and Personal Property. Each of Neither the Company nor its subsidiaries own any real property. The Company and the Subsidiary has each of its subsidiaries have good and marketable title in fee simple to, or has have valid rights to lease or otherwise use, all items of real or personal property that which are material to the business of the Company and the Subsidiary its subsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, security interests, claims and defects that do not, singularly or in the aggregate, result in a Material Adverse Change materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or the Subsidiaryany of its subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiary taken its subsidiaries, considered as a wholeone enterprise, and under which the Company or the Subsidiary any of its subsidiaries holds properties described in the Registration Statement, the Disclosure Package and the Prospectus, are, to the Company’s knowledge are in full force and effect, and neither the Company nor the Subsidiary any subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or the Subsidiary any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or the Subsidiary any subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, which would result in a Material Adverse Change.