Common use of Sufficiency of Assets; Title Clause in Contracts

Sufficiency of Assets; Title. (a) Except for items included in the TWC Excluded Assets or as described on Schedule 5.4(a), (i) the TWC Native Assets are all of the assets of the TWC Group owned, used or held for use primarily in connection with the operation of the TWC Native System, and (ii) the right, title and interest in the TWC Native Assets conveyed to the applicable TWC Newcos pursuant to the TWC Native Newco Transaction shall be sufficient to permit the applicable TWC Newcos to operate the TWC Native System substantially as they are being operated by the TWC Group immediately prior to the Closing and in compliance with all material Legal Requirements and, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, in compliance with all contractual requirements that comprise part of the Comcast Native Assumed Liabilities. At the Closing, the applicable TWC Native Newcos will have good and marketable title to (or in the case of assets that are leased, valid leasehold interests in) the tangible TWC Native Assets free and clear of any Liens, other than Permitted Liens (disregarding clause (d) of the definition thereof), except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Notwithstanding the foregoing, the representation contained in the immediately preceding sentence shall not apply with respect to any TWC Native Owned Property or TWC Native Leased Property with respect to which the TWC Group has delivered a Title Policy, or a Title Commitment to deliver a Title Policy, as provided in Section 7.1. (b) Except as described on Schedule 5.4(b), the TWC Native Tangible Personal Property and improvements on the TWC Native Owned Property and real property subject to the TWC Native Real Property Interests are in all material respects adequate for their present uses.

Sufficiency of Assets; Title. (a) Except for items included in the TWC Comcast Native Excluded Assets or as described on Schedule 5.4(a4.4(a), (i) the TWC Comcast Native Assets are all of the assets of the TWC Comcast Group owned, used or held for use primarily in connection with the operation of the TWC Comcast Native SystemSystems, and (ii) the right, title and interest in the TWC Comcast Native Assets conveyed to the applicable TWC Comcast Newcos pursuant to the TWC Native Comcast Newco Transaction shall be sufficient to permit the applicable TWC Comcast Newcos to operate the TWC Comcast Native System Systems substantially as they are being operated by the TWC Comcast Group immediately prior to the Closing and in compliance with all material Legal Requirements and, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, in compliance with all contractual requirements that comprise part of the Comcast TWC Native Assumed Liabilities. At the Closing, the applicable TWC Comcast Native Newcos will have good and marketable title to (or in the case of assets that are leased, valid leasehold interests in) the tangible TWC Comcast Native Assets free and clear of any Liens, other than Permitted Liens (disregarding clause (d) of the definition thereof), except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Notwithstanding the foregoing, the representation contained in the immediately preceding sentence shall not apply with respect to any TWC Comcast Native Owned Property or TWC Comcast Native Leased Property with respect to which the TWC Comcast Group has delivered a Title Policy, or a Title Commitment to deliver a Title Policy, as provided in Section 7.17.2. (b) Except as described on Schedule 5.4(b4.4(b), the TWC Comcast Native Tangible Personal Property and improvements on the TWC Comcast Native Owned Property and real property subject to the TWC Comcast Native Real Property Interests are in all material respects adequate for their present uses.

Sufficiency of Assets; Title. (a) Except for items included in the TWC Comcast Native Excluded Assets or as described on Schedule 5.4(a4.4(a), (i) the TWC Comcast Native Assets are all of the assets of the TWC Comcast Group owned, used or held for use primarily in connection with the operation of the TWC Comcast Native SystemSystems, and (ii) the right, title and interest in the TWC Comcast Native Assets conveyed conveyed, directly or indirectly, to the applicable TWC Comcast Newcos pursuant to the TWC Native Comcast Newco Transaction shall be sufficient to permit the applicable TWC Comcast Newcos to operate the TWC Comcast Native System Systems substantially as they are being operated by the TWC Comcast Group immediately prior to the Closing and in compliance with all material Legal Requirements and, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, in compliance with all contractual requirements that comprise part of the Comcast TWC Native Assumed Liabilities. At the Closing, the applicable TWC Comcast Native Newcos (or, if applicable, the applicable Comcast Dallas Entity) will have good and marketable title to (or in the case of assets that are leased, valid leasehold interests in) the tangible TWC Comcast Native Assets free and clear of any Liens, other than Permitted Liens (disregarding clause (d) of the definition thereof), except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; provided, that nothing in this Section 4.4 shall limit or otherwise modify the representations set forth in Section 4.23(a). Notwithstanding the foregoing, the representation contained in the immediately preceding sentence shall not apply with respect to any TWC Comcast Native Owned Property or TWC Comcast Native Leased Property with respect to which the TWC Comcast Group has delivered a Title Policy, or a Title Commitment to deliver a Title Policy, as provided in Section 7.17.2. (b) Except as described on Schedule 5.4(b4.4(b), the TWC Comcast Native Tangible Personal Property and improvements on the TWC Comcast Native Owned Property and real property subject to the TWC Comcast Native Real Property Interests are in all material respects adequate for their present uses.

Sufficiency of Assets; Title. Except as otherwise provided in this Agreement and after giving effect to the Internal Reorganization, the SpinCo Assets and the employment of the SpinCo Employees, together with the services and assets to be provided, the licenses to be granted and the other arrangements contemplated by the Separation Agreement, the Ancillary Agreements (aincluding the services available under the Transition Services Agreement) Except for items included and the commercial arrangements set forth on Schedule 4.18 of the Citrix Disclosure Letter (the “Commercial Arrangements”), shall, in the TWC Excluded Assets or as described on Schedule 5.4(a)aggregate, (i) the TWC Native Assets are constitute all of the assets necessary to conduct, in all material respects, the SpinCo Business immediately after the Closing in substantially the same manner as currently conducted by Citrix and its Subsidiaries. Except for Permitted Encumbrances, Citrix has good and valid title to, or valid leases, licenses or rights to use, all of the TWC Group ownedSpinCo Assets material to the SpinCo Business. Except for (a) the Excluded Assets to be used by the Retained Citrix Entities to provide the services to the Transferred Subsidiaries described in the Transition Services Agreement, (b) the Intellectual Property subject to the IP License Agreement and (c) the Commercial Arrangements, none of the Excluded Assets are used or held for use primarily in any material respect in connection with the operation SpinCo Business, and none of the TWC Native SystemSpinCo Assets are used or held for use in any material respect in Citrix’s business other than the SpinCo Business. Except with respect to services or products contemplated to be provided pursuant to the Separation Agreement, the Ancillary Agreements or the Commercial Arrangements, none of the Intercompany Agreements is material to the SpinCo Business. Immediately after consummation of the Distribution and the other transactions contemplated by the Separation Agreement, except for this Agreement, the Separation Agreement, the Ancillary Agreements and the Commercial Arrangements, (i) SpinCo and the Transferred Subsidiaries will owe no obligations or Liabilities to Citrix and its Subsidiaries, and vice versa, and (ii) the rightthere will be no Contracts between SpinCo or any Transferred Subsidiary, title and interest in the TWC Native Assets conveyed to the applicable TWC Newcos pursuant to the TWC Native Newco Transaction shall be sufficient to permit the applicable TWC Newcos to operate the TWC Native System substantially as they are being operated by the TWC Group immediately prior to the Closing and in compliance with all material Legal Requirements and, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, in compliance with all contractual requirements that comprise part of the Comcast Native Assumed Liabilities. At the Closing, the applicable TWC Native Newcos will have good and marketable title to (or in the case of assets that are leased, valid leasehold interests in) the tangible TWC Native Assets free and clear of any Liens, other than Permitted Liens (disregarding clause (d) of the definition thereof), except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Notwithstanding the foregoing, the representation contained in the immediately preceding sentence shall not apply with respect to any TWC Native Owned Property or TWC Native Leased Property with respect to which the TWC Group has delivered a Title Policy, or a Title Commitment to deliver a Title Policy, as provided in Section 7.1. (b) Except as described on Schedule 5.4(b), the TWC Native Tangible Personal Property and improvements on the TWC Native Owned Property one hand, and real property subject to Citrix or any of its Subsidiaries, on the TWC Native Real Property Interests are in all material respects adequate for their present usesother hand.

Sufficiency of Assets; Title. (a) Except for items included the Excluded Services (as defined in the TWC Excluded Assets or Transition Services Agreement) and except as described on set forth in Schedule 5.4(a4.17(a), (i) the TWC Native Assets are all assets, properties, Contracts and rights of the assets Target Companies and the employment of the TWC Group ownedBusiness Employees, used or held for use primarily in connection together with the operation of services and assets to be provided under the TWC Native SystemTransition Services Agreement, and (ii) the rightwill, title and interest in the TWC Native Assets conveyed to the applicable TWC Newcos pursuant to the TWC Native Newco Transaction shall be sufficient to permit the applicable TWC Newcos to operate the TWC Native System substantially as they are being operated by the TWC Group immediately prior to the Closing and in compliance with all material Legal Requirements and, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectconstitute, in compliance with all contractual requirements that comprise part material respects, all of the Comcast Native Assumed Liabilities. At assets, properties, Contracts and rights necessary to conduct the Closing, Business immediately after the applicable TWC Native Newcos will have good Closing independent of Seller and marketable title to (or its Subsidiaries in all material respects in the case of same manner as currently conducted by the Target Companies and has been conducted by Seller and its Subsidiaries since December 1, 2018. Except for the services and assets that to be provided under the Transition Services Agreement, there are leased, valid leasehold interests in) the tangible TWC Native Assets free and clear of any Liens, other than Permitted Liens no Shared Contracts (disregarding clause (d) of the definition thereof), except where the failure to do so would not, individually or as defined in the aggregate, reasonably be expected to have a Material Adverse Effect. Notwithstanding the foregoing, the representation contained EIS Purchase Agreement) used in the immediately preceding sentence shall not apply with respect to any TWC Native Owned Property or TWC Native Leased Property Business and with respect to which neither of the TWC Group has delivered Target Companies is a Title Policy, or a Title Commitment to deliver a Title Policy, as provided in Section 7.1party thereto. (b) Except as described set forth on Schedule 5.4(b4.17(b), the TWC Native Tangible Personal Property Target Companies have good, marketable and improvements valid title to, or valid leases, licenses or rights to use, all tangible properties and tangible assets used by them (except with respect to properties and assets made available for use by the Target Companies pursuant to the Transition Services Agreement and the Excluded Services (as defined in the Transition Services Agreement)) or otherwise reflected on the TWC Native Owned Property Latest Balance Sheet or acquired after such date (other than any assets disposed of since such date in the ordinary course of business consistent with past practice), free and real property subject to the TWC Native Real Property Interests clear of all Liens, other than Permitted Liens. The Target Companies’ equipment and other material tangible assets are in good operating condition (normal wear and tear excepted) and are fit in all material respects adequate for their present usesuse in the ordinary course of business. (c) As of the Closing, except for this Agreement and the Ancillary Agreements, (i) the Target Companies will owe no obligations or Liabilities to Seller and its other Subsidiaries, (ii) there will be no Contracts (including intercompany balances) between either Target Company, 30 LEGAL02/39540989v11