Common use of Properties; Title to the Company Group’s Assets Clause in Contracts

Properties; Title to the Company Group’s Assets. (a) All items of Tangible Personal Property have no material defects, are in good operating condition and repair in all material respects and function in accordance with their intended uses (ordinary wear and tear excepted), have been properly maintained in all material respects and are suitable for their present uses and meet all specifications and warranty requirements with respect thereto. All of the material Tangible Personal Property is located at the offices of the Company Group. (b) The Company Group has good, valid and marketable title in and to, or in the case of the Lease and the assets which are leased or licensed pursuant to Contracts, a valid leasehold interest or license in or a right to use all of the tangible assets reflected on the Balance Sheet. Except as set forth on Schedule 4.12, no such tangible asset is subject to any Lien other than Permitted Liens. The Company’s assets constitute all of the rights, properties, and assets of any kind or description whatsoever, including goodwill, necessary for the Company Group to operate the Business immediately after the Closing in substantially the same manner as the Business is currently being conducted.

Properties; Title to the Company Group’s Assets. (a) All The items of Tangible Personal Property have no material defects, are in good operating condition and repair in all material respects and function in accordance with their intended uses (ordinary wear and tear excepted), ) and have been properly maintained in all material respects maintained, and are suitable for their present uses and meet all specifications and warranty requirements with respect theretouses. All of the material Tangible Personal Property is located at in the offices control of the Company GroupGroup or its employees. (b) The Company Group has good, valid and marketable title in and to, or in the case of the Lease Leases and the assets which are leased or licensed pursuant to Contracts, a valid leasehold interest or license in or a right to use use, all of the tangible their assets reflected on the Company Balance SheetSheet or acquired after the Balance Sheet Date, except for assets that are immaterial to the Business and disposed of in the ordinary course of business since the Most Recent Balance Sheet Date. Except as set forth on Schedule 4.12, no No such tangible asset is subject to any Lien Liens other than Permitted Liens. The CompanyCompany Group’s assets constitute all of the rights, properties, and assets of any kind or description whatsoever, including goodwill, necessary for the Company Group to operate the Business immediately after the Closing in substantially the same manner as the Business is currently being conducted.

Properties; Title to the Company Group’s Assets. (a) All items of Tangible Personal Property have no material defects, are in good operating condition and repair in all material respects and function in accordance with their intended uses (ordinary wear and tear excepted), have been properly maintained in all material respects and are suitable for their present uses and meet all specifications and warranty requirements with respect thereto. All of the material Tangible Personal Property is located at the offices of the Company Group. (b) The Company Group has good, valid and marketable title in and to, or in the case of the Lease Leases and the assets which are leased or licensed pursuant to Contracts, a valid leasehold interest or license in or a right to use all of the tangible assets reflected on the Balance Sheet. Except as set forth on Schedule 4.12, no such tangible asset is subject to any Lien other than Permitted Liens. The CompanyCompany Group’s assets constitute all of the rights, properties, and assets of any kind or description whatsoever, including goodwill, necessary for the Company Group to operate the Business immediately after the Closing in substantially the same manner as the Business is currently being conducted.

Properties; Title to the Company Group’s Assets. (a) All The material items of Tangible Personal Property have no material defects, are in good operating condition and repair in all material respects and function in accordance with their intended uses (ordinary wear and tear excepted), ) and have been properly maintained in all material respects maintained, and are suitable for their present uses and meet all specifications and warranty requirements with respect thereto. All ; and all of the material Tangible Personal Property is located at in the offices control of the Company Groupor its employees. (b) The Company Group has good, valid and marketable title in and to, or in the case of the Lease and the assets which are leased or licensed pursuant to Contracts, a valid leasehold interest or license in or a right to use use, all of the tangible their assets reflected on the Company Balance SheetSheet or acquired after Balance Sheet Date, other than as would not be material, individually or in the aggregate, to the Company Group. Except as set forth on Schedule 4.12, no No such tangible asset is subject to any Lien Liens other than Permitted Liens. The CompanyCompany Group’s assets constitute all of the rights, properties, and material assets of any kind or description whatsoever, including goodwill, necessary required for the Company Group to operate the Business business immediately after the Closing Closings in substantially the same manner as the Business business is currently being conducted.