Common use of Titles, etc Clause in Contracts

Titles, etc. (a) Except as set out in Schedule 7.10, each of the Borrower, the Guarantors and the Restricted 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 Borrower, the Guarantors and the Restricted Subsidiaries are valid and subsisting, in full force and effect, except as could not reasonably be expected to have a Material Adverse 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 Borrower, the Guarantors or the Restricted Subsidiaries. (c) The rights, Properties and other assets presently owned, leased or licensed by the Borrower, the Guarantors and the Restricted Subsidiaries including, without limitation, all easements and rights of way, include all rights, Properties and other assets necessary to permit the Borrower, each Guarantor and each Restricted Subsidiary to conduct its business in all material respects in the same manner as its business has been conducted prior to the date hereof. (d) All of the assets and Properties of the Borrower, the Guarantors and the Restricted Subsidiaries that are reasonably necessary for the operation of their business are in all material respects in good working condition and are maintained in accordance with prudent business standards.

Titles, etc. (a) Except as set out in Schedule 7.10, each of the Borrower, the Guarantors and the Restricted Subsidiaries Affiliates 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 Borrower, the Guarantors and the Restricted Subsidiaries Affiliates are valid and subsisting, in full force and effect, except as could not reasonably be expected to have a Material Adverse 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 Borrower, the Guarantors or the Restricted SubsidiariesAffiliates. (c) The rights, Properties and other assets presently owned, leased or licensed by the Borrower, the Guarantors and the Restricted Subsidiaries Affiliates including, without limitation, all easements and rights of way, include all rights, Properties and other assets necessary to permit the Borrower, each Guarantor and each Restricted Subsidiary Affiliates to conduct its business in all material respects in the same manner as its business has been conducted prior to the date hereofClosing Date. (d) All of the assets and Properties of the Borrower, the Guarantors and the Restricted Subsidiaries that Affiliates which are reasonably necessary for the operation of their business are in all material respects in good working condition and are maintained in accordance with prudent business standards.

Titles, etc. (a) Except as set out in Schedule 7.107.10 to the Original Credit Agreement, each of the Borrower, the Guarantors Holdings and the Restricted its Subsidiaries has good and defensible title to to, or valid leasehold interests in, its material (individually or in the aggregateaggre- gate) Properties, free and clear of all Liens, except Permitted Collateral Liens permitted by Section 9.02or Permitted Liens in the case of Prop- erty not constituting Collateral. (b) All leases and agreements necessary for the conduct of the business of the Borrower, the Guarantors Holdings and the Restricted Subsidiaries its Subsidiar- ies are valid and subsisting, in full force and effect, except as could not reasonably be expected to have a Material Adverse Effect, 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 would, individually or in any material respect the conduct of the business of the Borroweraggregate, the Guarantors or the Restricted Subsidiariesreasonably be expected to have a Material Adverse Effect. (c) The rights, Properties and other assets presently owned, leased or licensed by the Borrower, the Guarantors Holdings and the Restricted its Subsidiaries including, without limitation, all easements and rights of way, include all rights, Properties and other assets necessary to permit the Borrower, each Guarantor Holdings and each Restricted Subsidiary its Subsidiaries to conduct its their business in all material respects in the same manner (except for changes permitted under the Loan Documents) as its their business has been conducted prior to the date hereofOriginal Closing Date. (d) All Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, all of the assets and Properties of the Borrower, the Guarantors Holdings and the Restricted its Subsidiaries that which are reasonably necessary for the operation of their its business are in all material respects in good working condition and are maintained in accordance with prudent business standards. (e) Schedule 8(a)(i) to the Perfection Certificate dated as of the Original Closing Date contains a complete and accurate list of (i) the common address of each Real Property owned in fee by any Company as of the Original Closing Date that, together with any improvements thereon, individually has a Fair Market Value of at least $500,000 (as determined in good faith by the Parent Borrower), (ii) the name of the record owner of each such owned Real Property, and (iii) the county in which the Mortgage relating to such owned Real Property is to be rec- orded. Schedule 8(a)(ii) to the Perfection Certificate dated as of the Original Closing Date contains a complete and accurate list of (i) each Real Property leased by any Company, as lessee, sublessee, licensee or sublicensee, as of the Original Closing Date that has a net rentable interior space of at least 3,000 square feet and a lease expiration date not earlier than 3 years from the Original Closing Date (not taking into account any renewals or extension terms that have not been exercised by the applicable Company), (ii) the name of the record tenant of each such leased Real Property, and (iii) the county in which the Mortgage relating to such leased Real Property is to be recorded. Sched- ule 8(b) to the Perfection Certificate dated as of the Original Closing Date contains a complete and accurate list of (i) each Real Property listed on Schedules 8(a)(i) and 8(a)(ii) that is subject to any leases, subleases, tenancies, ▇▇▇▇- chise agreements, licenses or other occupancy arrangements under which any Company is the owner, lessor, subles- sor, licensor, franchisor or grantor, and (ii) the parties to the applicable lease, sublease, tenancy agreement, franchise agreement, license agreement or other agreement. (f) Except as set forth on Schedule 7.10 to the Original Credit Agreement or as would not, individual- ly or in the aggregate, reasonably be expected to have a Material Adverse Effect, no Company has received any no- ▇▇▇▇ of, or has any knowledge of, the occurrence or pendency or contemplation of any Casualty Event affecting all or any portion of its property. No Mortgage encumbers Real Property with improvements that are located in an area that has been identified by the Federal Emergency Management Agency (or any successor agency) as a Special Flood Hazard Area with respect to which flood insurance has been made available under the National Flood Insur- ance Act of 1968 (as now or hereafter in effect or successor act thereto) unless flood insurance available under such Act or otherwise has been obtained in accordance with Section 8.03(c).