Common use of Tangible Assets and Real Property Clause in Contracts

Tangible Assets and Real Property. (a) The Company owns or leases all tangible assets and properties which are used in the conduct of its business as currently conducted or which are reflected on the E/Risk Balance Sheet or were acquired since the date of the E/Risk Balance Sheet (the "Material Tangible Assets"). The Material Tangible Assets are in good operating condition and repair. The Company has good and marketable title to all Material Tangible Assets that it owns (except properties, interests in properties and assets sold or otherwise disposed of since the date of the E/Risk Balance Sheet in the ordinary course of business), free and clear of all mortgages, liens, pledges, charges or encumbrances of any kind or character, except as reflected in the E/Risk Financial Statements and except for liens for current taxes not yet due and payable. Assuming the due execution and delivery thereof by the other parties thereto, all leases of Material Tangible Assets to which the Company is a party are in full force and effect and valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, and general principles of equity and except where failure of such leases to be in full force and effect and valid, binding and enforceable would not have a Material Adverse Effect on the Company. The E/Risk Disclosure Schedule sets forth a true and correct list of all such leases, and true and correct copies of all such leases have been provided to Buyer.

Tangible Assets and Real Property. (a) The Company SoftMagic owns or leases all tangible assets and properties which are used in necessary for the conduct of its business as currently conducted or which are reflected on the E/Risk SoftMagic Balance Sheet or were acquired since the date of the E/Risk SoftMagic Balance Sheet (the "Material Tangible Assets"). The Material Tangible Assets are in good operating condition and repair. The Company SoftMagic has good and marketable title to all Material Tangible Assets that it owns (except properties, interests in properties and assets sold or otherwise disposed of since the date of the E/Risk SoftMagic Balance Sheet in the ordinary course of business), free and clear of all mortgages, liens, pledges, charges or encumbrances of any kind or character, except as reflected in the E/Risk SoftMagic Financial Statements and except for liens for current taxes not yet due and payable. Assuming the due execution and delivery thereof by the other parties thereto, all leases of Material Tangible Assets to which the Company SoftMagic is a party are in full force and effect and valid, binding and enforceable in accordance with their respective terms, terms except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, and general principles of equity and except where failure of such leases to be in full force and effect and valid, binding and enforceable would not have a Material Adverse Effect on the Companyequity. The E/Risk SoftMagic Disclosure Schedule sets forth a true and correct list of all such leases, and true and correct copies of all such leases have been provided to BuyerPuma.

Tangible Assets and Real Property. (a) The Company owns or leases all tangible assets and properties which are used in the conduct of its business as currently conducted or which are reflected on the E/Risk Company Balance Sheet or were acquired since the date of the E/Risk Company Balance Sheet (the "Material Tangible AssetsTANGIBLE ASSETS"). The Material Tangible Assets are in good operating condition and repair, normal wear and tear excepted. The Company has good valid and marketable title to all Material Tangible Assets that it owns (except properties, interests in properties and assets sold or otherwise disposed of since the date of the E/Risk Company Balance Sheet in the ordinary course of business), free and clear of all mortgages, liens, pledges, charges or encumbrances of any kind or character, except as reflected in the E/Risk Company Financial Statements and except for liens for current taxes Taxes not yet due and payable. Assuming the due execution and delivery thereof by the other parties thereto, all leases of Material Tangible Assets ("PERSONAL PROPERTY LEASES") to which the Company is a party are in full force and effect and valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, and general principles of equity and except where failure of such leases to be in full force and effect and valid, binding and enforceable would not have a Material Adverse Effect on the Companyequity. The E/Risk Company Disclosure Schedule sets forth a true and correct list of all such leasesPersonal Property Leases, and true and correct copies of all such leases Personal Property Leases have been provided made available to BuyerParent.