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.

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.

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.