Titles, etc. (a) Each of the Company and its Subsidiaries has good and defensible title to its material (individually or in the aggregate) Properties, free and clear of all Liens, except Liens permitted by Section 9.02. (b) All leases and agreements necessary for the conduct of the business of the Company and its Subsidiaries are valid and subsisting, in full force and effect and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leases, which would affect in any material respect the conduct of the business of the Company and its Subsidiaries. (c) The licenses, rights, Properties and other assets presently owned, leased or licensed by the Company and its Subsidiaries, include all rights, Properties and other assets necessary to permit the Company and its Subsidiaries to conduct their business in all material respects in the same manner as its business has been conducted prior to the Closing Date. (d) All of the assets and Properties of the Company and its Subsidiaries which are reasonably necessary for the operation of its business are in good working condition and are maintained in accordance with prudent business standards.
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Sources: Senior Subordinated Note and Warrant Purchase Agreement (Castle Dental Centers Inc), Senior Subordinated Note and Warrant Purchase Agreement (Midwest Mezzanine Fund Ii Lp), Senior Subordinated Note and Warrant Purchase Agreement (Heller Financial Inc)
Titles, etc. (a) Each of Except as set out in Schedule 7.10, the Company and its Subsidiaries Borrower has good and defensible title to its material (individually or in the aggregate) Properties, free and clear of all Liens, Liens except Liens permitted by Section 9.02.
(b) All leases and agreements necessary for the conduct of the business of the Company and its Subsidiaries Borrower are valid and subsisting, in full force and effect and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leases, which would affect in any material respect the conduct of the business of the Company and its SubsidiariesBorrower.
(c) The licenses, rights, Properties properties and other assets presently owned, leased or licensed by the Company Borrower including, without limitation, all easements and its Subsidiariesrights of way, include all rights, Properties and other assets necessary to permit the Company and its Subsidiaries Borrower to conduct their its business in all material respects in the same manner as its business has been conducted prior to the Closing Date.
(d) All of the assets and Properties of the Company and its Subsidiaries Borrower which are reasonably necessary for the operation of its business are in good working condition and are maintained in accordance with prudent business standards.
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Titles, etc. (a) Each of the Company Borrower and its Subsidiaries has good and defensible title to its material (individually or in the aggregate) Properties, free and clear of all Liens, except Liens permitted by Section 9.02.
(b) All leases and agreements necessary for the conduct of the business of the Company Borrower and its Subsidiaries are valid and subsisting, in full force and effect and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leases, which would affect in any material respect the conduct of the business of the Company Borrower and its Subsidiaries.
(c) The licenses, rights, Properties and other assets presently owned, leased or licensed by the Company Borrower and its Subsidiaries, include all rights, Properties and other assets necessary to permit the Company Borrower and its Subsidiaries to conduct their business in all material respects in the same manner as its business has been conducted prior to the Closing Date.
(d) All of the assets and Properties of the Company Borrower and its Subsidiaries which are reasonably necessary for the operation of its business are in good working condition and are maintained in accordance with prudent business standards.
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