Common use of Assets; Absence of Liens and Encumbrances Clause in Contracts

Assets; Absence of Liens and Encumbrances. Except as set forth in Section 3.17 of the Company Disclosure Schedule, the Company and each Subsidiary own, lease or have the legal right to use all of the assets, properties and rights of every kind, nature, character and description, including, without limitation, real property and personal property (other than Intellectual Property, which is covered by Section 3.14 hereof), used or intended to be used in the conduct of the business of the Company or such Subsidiary or otherwise owned or leased by the Company or such Subsidiary (all such properties, assets and contract rights being the “Assets”). The Company and each Subsidiary have good and marketable title to, or, in the case of leased or subleased Assets, valid and subsisting leasehold interests in, all the Assets, free and clear of all mortgages, liens, pledges, charges, claims, defects of title, restrictions, infringements, security interests or encumbrances of any kind or character (“Liens”) except for (x) Liens for current Taxes not yet due and payable, and (y) Liens that have arisen in the ordinary course of business that are not material in amount, and that do not, individually or in the aggregate, materially detract from the value, or materially interfere with the present or contemplated use, of the Assets subject thereto or affected thereby (“Permitted Liens”). The equipment of the Company and the Subsidiaries used in the operations of their business is, taken as a whole, in good operating condition and repair, ordinary wear and tear excepted.

Assets; Absence of Liens and Encumbrances. Except as set forth in Section 3.17 of the Company Disclosure Schedule, the The Company and each Subsidiary own, lease or have the legal right to use all of the assets, properties material assets and rights of every kind, nature, character and descriptionproperties, including, without limitation, real property and personal property (other than Intellectual Property, which is covered by Section 3.14 hereof), used or intended to be currently used in the conduct of the business of the Company or such Subsidiary or otherwise owned or leased by the Company or such Subsidiary (all such properties, properties and assets and contract rights being the “Assets”). The Company and each Subsidiary have has good and marketable title to, or, in the case of leased or subleased Assets, valid and subsisting leasehold interests in, all the Assets, free and clear of all mortgages, liens, pledges, charges, claims, defects of title, restrictions, infringements, security interests or encumbrances of any kind or character (“Liens”) except for (xa) Liens for current Taxes that are not yet due and payablepayable or that are otherwise not material; (b) statutory or common law Liens to secure obligations to landlords, lessors or renters under leases or rental agreements; (c) statutory or common law Liens in favor of carriers, warehousemen, mechanics and materialmen, to secure claims for labor, materials or supplies and other like Liens; and (yd) Liens that have arisen in the ordinary course of business that are not material in amount, and that do not, individually or in the aggregate, materially detract from the value, or materially interfere with the present or contemplated use, of the Assets subject thereto or affected thereby (“Permitted Liens”)thereby. The equipment of the Company and the Subsidiaries used in the operations of their business is, taken as a whole, in good operating condition and repair, ordinary wear and tear excepted.

Assets; Absence of Liens and Encumbrances. Except as set forth in Section 3.17 of the Company Disclosure Schedule, the The Company and each Subsidiary own (and following the sale of the Company's India Business shall own), lease or have the legal right to use all of the material assets, properties and rights of every kind, nature, character and description, including, without limitation, real property and personal property (other than Intellectual Property, which is covered by Section SECTION 3.14 hereof), used or intended to be used in the conduct of the business of the Company or such Subsidiary (other than that conducted by the India Sub) or otherwise owned or leased by the Company or such Subsidiary and, with respect to contract rights, is a party to and enjoys the right to the benefits of all material contracts, agreements and other arrangements used or intended to be used by the Company or such Subsidiary in or relating to the conduct of the business of the Company and each Subsidiary (all such properties, assets and contract rights being the “"Assets”"). The Company and each Subsidiary have good and marketable title to, or, in the case of leased or subleased Assets, valid and subsisting leasehold interests in, all the Assets, free and clear of all mortgages, liens, pledges, charges, claims, defects of title, restrictions, infringements, security interests or encumbrances of any kind or character (“"Liens”") except for (x) Liens for current Taxes not yet due and payable, and (y) Liens that have arisen in the ordinary course of business that are not material in amount, and that do not, individually or in the aggregate, materially detract from the value, or materially interfere with the present or contemplated use, of the Assets subject thereto or affected thereby (“Permitted Liens”)thereby. The equipment of the Company and the Subsidiaries used in the operations of their business is, taken as a whole, in good operating condition and repair, ordinary wear and tear excepted.

Assets; Absence of Liens and Encumbrances. Except as ----------------------------------------- set forth in Section 3.17 of the Company Disclosure Schedule, the Company and each Subsidiary ownowns, lease leases or have has the legal right to use all of the assets, properties and rights of every kind, nature, character and descriptionassets, including, without limitation, real property and personal property (other than Intellectual Property, which is covered by Section 3.14 hereof), used or intended to be used in the conduct of the business of the Company or such Subsidiary otherwise owned, leased or otherwise owned or leased used by the Company and, with respect to contract rights, is a party to and to the knowledge of the Company and enjoys the right to the benefits of all contracts, agreements and other arrangements used by the Company in or such Subsidiary relating to the conduct of the business of the Company (all such properties, assets and contract rights being the “"Assets”"). The Company and each Subsidiary have has good and marketable title to, or, in the case of ------ leased or subleased Assets, valid and subsisting leasehold interests in, all the Assets, free and clear of all mortgages, liens, pledges, charges, claims, defects of title, restrictions, infringements, security interests or encumbrances of any kind or character (“"Liens”") except for ----- (x) Liens for current Taxes not yet due and payable, and (y) Liens that have arisen in the ordinary course of business that are not material in amount, and that do not, individually not (in any case or in the aggregate, ) materially detract from the value, or materially interfere with the present or contemplated use, of the Assets subject thereto or affected thereby (“Permitted Liens”)thereby. The equipment of the Company and the Subsidiaries used in the operations of their business is, taken as a whole, in good operating condition and repair, ordinary wear and tear excepted.

Assets; Absence of Liens and Encumbrances. Except as set forth in Section 3.17 of the Company Disclosure Schedule, the Company and each Subsidiary ownowns, lease leases or have has the legal right to use all of the material assets, material properties and material rights of every kind, nature, character and description, including, without limitation, real property and personal property (other than Intellectual Property, which is covered by Section 3.14 hereof), used or intended to be used necessary in the conduct of the business of the Company or such Subsidiary as currently conducted or otherwise owned or leased by the Company or such Subsidiary and, with respect to contract rights, is a party to and enjoys the right to the benefits of all contracts, agreements and other arrangements necessary to the conduct of the business of the Company (all such properties, assets and contract rights being the “Assets”). The Company and each Subsidiary have has good and marketable valid title to, or, in the case of leased or subleased Assets, valid and subsisting leasehold interests in, all the Assets, free and clear of all mortgages, liens, pledges, charges, claims, defects of title, restrictions, infringements, security interests or encumbrances of any kind or character (“Liens”) ), except for (x) Liens for the current Taxes not yet due and payable, and (y) Liens that have arisen in the ordinary course of business that are not material in amount, and that do not, individually or in the aggregate, not materially detract from the value, or materially interfere with the present or contemplated use, of the Assets subject thereto or affected thereby (“Permitted Liens”)thereby. The equipment of the Company and the Subsidiaries used in the operations of their its business is, taken as a whole, in good operating condition and repair, ordinary wear and tear excepted.

Assets; Absence of Liens and Encumbrances. Except as set forth in Section 3.17 of the Company Disclosure Schedule, the Company and each Subsidiary own, lease or have the legal right to use all of the assets, properties and rights of every kind, nature, character and description, including, without limitation, real property and personal property (other than Intellectual Property, which is covered by Section 3.14 hereof), used or intended to be used in the conduct of the business of the Company or such Subsidiary or otherwise owned or leased by the Company or such Subsidiary (all such properties, assets and contract rights being the “Assets”). The Company and each Subsidiary have good and marketable title to, or, in the case of leased or subleased Assets, valid and subsisting leasehold interests in, all the Assets, free and clear of all mortgages, liens, pledges, charges, claims, defects of title, restrictions, infringements, security interests or encumbrances of any kind or character (“Liens”) except for (x) Liens for current Taxes not yet due and payable, and (y) Liens that have arisen in the ordinary course of business that are not material in amount, and that do not, individually or in the aggregate, materially detract from the value, or materially interfere with the present or contemplated use, of the Assets subject thereto or affected thereby (“Permitted Liens”)thereby. The equipment of the Company and the Subsidiaries used in the operations of their business is, taken as a whole, in good operating condition and repair, ordinary wear and tear excepted.

Assets; Absence of Liens and Encumbrances. Except as set ----------------------------------------- forth in Section 3.17 of the Company Disclosure Schedule, the Company and each Subsidiary ownowns, lease leases or have has the legal right to use all of the assets, material assets and properties and rights of every kind, nature, character and description, including, without limitation, real property and personal property (other than Intellectual Property, which is covered by Section 3.14 hereof), used or intended to be ) currently used in the conduct of the business of the Company or such Subsidiary or otherwise owned or leased by the Company or such Subsidiary (all such properties, properties and assets and contract rights being the “"Assets”"). The Company and each Subsidiary have has good and marketable title to, or, in the case of leased or subleased Assets, valid and subsisting leasehold interests in, all the Assets, free and clear of all mortgages, liens, pledges, charges, claims, defects of title, restrictions, infringements, security interests or encumbrances of any kind or character (“"Liens”") except for (xi) Liens for current Taxes not yet due and payablepayable or that are otherwise not material; (b) statutory or common law Liens to secure obligations to landlords, lessors or renters under leases or rental agreements; (c) statutory or common law Liens in favor of carriers, warehousemen, mechanics and materialmen, to secure claims for labor, materials or supplies and other like Liens; and (yd) Liens that have arisen in the ordinary course of business that are not material in amount, and that do not, individually or in the aggregate, materially detract from the value, or materially interfere with the present or contemplated use, use of the Assets subject thereto or affected thereby (“Permitted Liens”)thereby. The equipment of the Company and the Subsidiaries used in the operations operation of their its business is, taken as a whole, in good operating condition and repair, ordinary wear and tear excepted.

Assets; Absence of Liens and Encumbrances. Except as set forth in Section 3.17 of the Company Disclosure Schedule, the Company and each Subsidiary ownowns, lease leases or have has the legal right to use all of the assets, material assets and properties and rights of every kind, nature, character and description, including, without limitation, real property and personal property (other than Intellectual Property, which is covered by Section 3.14 hereof), used or intended to be currently used in the conduct of the business of the Company or such Subsidiary or otherwise owned or leased by the Company or such Subsidiary (all such properties, properties and assets and contract rights being the “Assets”). The Company and each Subsidiary have has good and marketable title to, or, in the case of leased or subleased Assets, valid and subsisting leasehold interests in, all the Assets, free and clear of all mortgages, liens, pledges, charges, claims, defects of title, restrictions, infringements, security interests or encumbrances of any kind or character (“Liens”) except for (xi) Liens for current Taxes not yet due and payablepayable or that are otherwise not material; (b) statutory or common law Liens to secure obligations to landlords, lessors or renters under leases or rental agreements; (c) statutory or common law Liens in favor of carriers, warehousemen, mechanics and materialmen, to secure claims for labor, materials or supplies and other like Liens; and (yd) Liens that have arisen in the ordinary course of business that are not material in amount, and that do not, individually or in the aggregate, materially detract from the value, or materially interfere with the present or contemplated use, of the Assets subject thereto or affected thereby (“Permitted Liens”)thereby. The equipment of the Company and the Subsidiaries used in the operations operation of their its business is, taken as a whole, in good operating condition and repair, ordinary wear and tear excepted.