Title; Encumbrances. Unum owns or has a valid right to use the Unum Background Technology existing as of the Effective Date, including the Patents listed on [Exhibit F], provided, however, that the foregoing will not constitute a representation or warranty of non-infringement of a Third Party’s intellectual property rights. Unum has the right to grant the licenses to SGI as purported to be granted pursuant to this Agreement. Neither Unum nor any of its Affiliates has entered into any agreement granting any right, interest or claim in or to, any Unum Background Patents or Unum Background Know-How to any Third Party that would conflict with the licenses to SGI as purported to be granted pursuant to this Agreement.

The Company has good and marketable title to all of its properties and assets free and clear of any payment obligation to any third party or any other lien or encumbrance .

Title to Assets; No Encumbrances. Parent and each of its Restricted Subsidiaries has # good, sufficient and legal title to (in the case of fee interests in Real Property), # valid leasehold interests in (in the case of leasehold interests in real or personal property), and # in the case of personal property, has good and marketable title to, or a valid leasehold interest in, all of their respective assets which are material to the conduct of such Person’s business, except # for assets disposed of since the date of such financial statements to the extent permitted hereby, # [reserved], and # minor defects in title that do not interfere with such Person’s ability to conduct its business or to utilize such properties for their intended purposes. All of such assets are free and clear of Liens except for Permitted Liens.

Good Title; No Existing Encumbrances. The Grantors own the Collateral free and clear of any prior Lien, and no financing statements or other evidences of the grant of a security interest respecting the Collateral exist on the public records.

Encumbrances. Each Borrower and Guarantor shall not, and shall not permit any Subsidiary to, create, incur, assume or suffer to exist any security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or properties, including the Collateral, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any security interest or lien with respect to any such assets or properties, except:

Encumbrances. Seller has not previously sold, assigned, encumbered, transferred or conveyed and, except as contemplated hereby, has no obligation to sell, assign, encumber, transfer or convey, any of its right, title or interest in, to or under the Aircraft;

Title. The Company and its Subsidiaries have good and marketable title in fee simple to all real property owned by them and good and marketable title in all personal property owned by them that is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects (“Liens”) and, except for Liens as do not 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 and its Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and its Subsidiaries are in compliance with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

Section # Liens, Encumbrances, Security Interests and Imperfections of Title

"Permitted Encumbrances" means reservations, exceptions, easements, and other similar title exceptions or encumbrances affecting the Real Property (including, without limitation, all matters set forth on [Schedule B] of the Title Policy), provided they do not in the aggregate materially interfere with the use of such property.

Release of Encumbrances. All Encumbrances on or with respect to Newco, any one or more of the Initial Contributed Entities, Newco Service Company, and the Equity Interests in and assets of each of them shall have been released (and CEGPS shall have received evidence of such release in form and substance satisfactory to CEGPS), except for such Encumbrances (other than Encumbrances relating to Indebtedness of Newco, any one of more of the Initial Contributed Entities, Newco Service Company, Crestwood or any of their respective Affiliates) that are Permitted Encumbrances. The Initial Contributed Entities, Newco Service Company and Newco, as applicable, shall be released and removed as parties and have no liabilities or obligations under the Bank Agreements and the CMLP Indentures.

Release of Encumbrances. All Encumbrances on or with respect to Crestwood Pipeline East and the Equity Interests in and assets of Crestwood Pipeline East shall have been released (and CEGPS shall have received evidence of such release in form and substance satisfactory to CEGPS), except for such Encumbrances (other than Encumbrances relating to Indebtedness of Crestwood Pipeline East, Crestwood or any of their respective Affiliates) that are Permitted Encumbrances. Crestwood Pipeline East shall be released and removed as a party and have no liabilities or obligations under the Bank Agreements and the CMLP Indentures.

“Encumbrances” means security interests, liens, Claims, charges, title defects, deficiencies or exceptions (including, with respect to real property, defects, deficiencies or exceptions in, or relating to, marketability of title, or leases, subleases or the like affecting title), mortgages, pledges, easements, encroachments, restrictions on use, rights of-way, rights of first refusal, conditional sales or other title retention agreements, covenants, conditions or other similar restrictions (including restrictions on transfer) or other encumbrances of any nature whatsoever.

Title to Properties. Seller shall have good, legal, and indefeasible title to the Plant, and as of the Closing Date, the Plant shall be free and clear of any Encumbrances. As to title to the Real Property, Purchaser shall rely on its title update.

if requested by the Agent, a title search for the 6558 West 73rd Property indicating that such Property is free from all Liens, claims and other encumbrances other than Permitted Encumbrances and other Liens previously approved by the Agent;

Title to Properties. Seller shall have good, legal, and indefeasible title to the Patents Application, and as of the Closing Date, the Patents Application shall be free and clear of any Encumbrances.

Title to Subject Securities. Seller is the beneficial and record owner of all of the Subject Securities and at the Closing will deliver to the Buyer good and marketable title to such Subject Securities free and clear of all Encumbrances.