Common use of Title and Condition of Properties Clause in Contracts

Title and Condition of Properties. Except as set forth in the HCIA Disclosure Schedule, HCIA and its subsidiaries own good and marketable title, free and clear of all Liens, to all of their real and personal property and assets shown on the December 31, 1998 audited consolidated financial statements of HCIA and its consolidated subsidiaries, except for (i) assets which have been disposed of to nonaffiliated third parties since December 31, 1998 in the ordinary course of business, (ii) Liens reflected in such financial statements or in the notes thereto, (iii) Liens or imperfections of title which are not, individually or in the aggregate, material in character, amount or extent and which do not materially detract from the value or materially interfere with the present or presently contemplated use of the assets subject thereto or affected thereby, and (iv) Liens for current taxes not yet due and payable. All of the machinery, equipment and other tangible personal property and assets owned or used by HCIA and its subsidiaries are in good condition and repair, except for ordinary wear and tear not caused by neglect, and are useable in the ordinary course of business. The personal property and assets of HCIA and its subsidiaries which are shown in the December 31, 1998 audited consolidated financial statements of HCIA and its consolidated subsidiaries or which were acquired after December 31, 1998, and the Intellectual Property owned or used by HCIA and its subsidiaries collectively include all assets necessary to provide, produce, sell and license the services and products currently provided, produced, sold and licensed by HCIA and its subsidiaries and to conduct the business of HCIA and its subsidiaries as presently conducted or as currently contemplated to be conducted.

Title and Condition of Properties. Except as set forth in on Section 3.11 of the HCIA Company Disclosure Schedule, HCIA neither the Company nor any of its Subsidiaries own any real property. The Company and its subsidiaries Subsidiaries own good and marketable title, free and clear of all LiensEncumbrances, to all of their real and the personal property and assets shown on the December 31Balance Sheet or acquired after April 30, 1998 audited consolidated financial statements of HCIA and its consolidated subsidiaries, 1997 except for (iA) assets which have been disposed of to nonaffiliated third parties since December 31April 30, 1998 1997 in the ordinary course of business, (iiB) Liens Encumbrances reflected in such financial statements or in the notes theretoBalance Sheet, (iiiC) Liens Encumbrances or imperfections of title which are not, individually or in the aggregate, material in character, amount or extent and which do not materially detract from the value or materially interfere with the present or presently contemplated use of the assets subject thereto or affected thereby, and (ivD) Liens Encumbrances for current taxes Taxes not yet due and payable. All of the machinery, equipment (including computer hardware) and other tangible personal property and assets owned or used by HCIA the Company and its subsidiaries Subsidiaries are in good condition and repair, except for ordinary wear and tear not caused by neglect, and are useable in the ordinary course of business. The personal property and assets of HCIA and its subsidiaries which are shown in reflected on the December 31, 1998 audited consolidated financial statements of HCIA and its consolidated subsidiaries Balance Sheet or which were acquired after December 31April 30, 19981997, the rights under the Company Agreements and the Intellectual Property (as defined in Section 3.12) owned or used by HCIA and its subsidiaries the Company under valid license, collectively include all assets necessary to provide, produce, franchise, sell and license the services and products currently provided, produced, franchised, sold and licensed by HCIA the Company and its subsidiaries Subsidiaries and to conduct the business of HCIA the Company and its subsidiaries Subsidiaries as presently conducted or as currently contemplated to be conducted.

Title and Condition of Properties. Except as set forth in on Section 3.11 of the HCIA Company Disclosure Schedule, HCIA neither the Company nor any of its Subsidiaries own any real property. The Company and its subsidiaries Subsidiaries own good and marketable title, free and clear of all LiensEncumbrances, to all of their real and the personal property and assets shown on the December 31Balance Sheet or acquired after April 30, 1998 audited consolidated financial statements of HCIA and its consolidated subsidiaries, 1997 except for (iA) assets which have been disposed of to nonaffiliated third parties since December 31April 30, 1998 1997 in the ordinary course of business, (iiB) Liens Encumbrances reflected in such financial statements or in the notes theretoBalance Sheet, (iiiC) Liens Encumbrances or imperfections of title which are not, individually or in the aggregate, material in character, amount or extent and which do not materially detract from the value or materially materi ally interfere with the present or presently contemplated use of the assets subject thereto or affected thereby, and (ivD) Liens Encumbrances for current taxes Taxes not yet due and payable. All of the machinery, equipment (including computer hardware) and other tangible personal property and assets owned or used by HCIA the Company and its subsidiaries Subsidiaries are in good condition and repair, except for ordinary wear and tear not caused by neglect, and are useable in the ordinary course of business. The personal property and assets of HCIA and its subsidiaries which are shown in reflected on the December 31, 1998 audited consolidated financial statements of HCIA and its consolidated subsidiaries Balance Sheet or which were acquired after December 31April 30, 19981997, the rights under the Company Agreements and the Intellectual Property (as defined in Section 3.12) owned or used by HCIA and its subsidiaries the Compa ny under valid license, collectively include all assets necessary to provide, produce, franchise, sell and license the services and products currently provided, produced, franchised, sold and licensed by HCIA the Company and its subsidiaries Subsidiaries and to conduct the business of HCIA the Company and its subsidiaries Subsidiaries as presently conducted or as currently contemplated to be conducted.

Title and Condition of Properties. Except as set forth --------------------------------- in Section 3.11 of the HCIA Company Disclosure Schedule, HCIA the Company and its subsidiaries Subsidiaries own good and marketable title, free and clear of all LiensEncumbrances, to all of their the real and personal property and assets shown on the Balance Sheet or acquired after December 31, 1998 audited consolidated financial statements of HCIA and its consolidated subsidiaries1996, except for (iA) assets which have been disposed of to nonaffiliated third parties since December 31, 1998 1996 in the ordinary course of business, (iiB) Liens Encumbrances reflected in such financial statements the Balance Sheet or in the notes thereto, (iii) Liens C)Encumbrances or imperfections of title which are not, individually or in the aggregate, material in character, amount or extent and which do not materially detract from the value or materially interfere with the present or presently contemplated use of the assets subject thereto or affected thereby, and (ivD) Liens Encumbrances for current taxes Taxes not yet due and payable. All of the machinery, equipment and other tangible personal property and assets owned or used by HCIA the Company and its subsidiaries Subsidiaries are in good condition and repair, except for ordinary wear and tear not caused by neglect, and are useable in the ordinary course of business. The personal property and assets of HCIA and its subsidiaries which are shown in reflected on the December 31, 1998 audited consolidated financial statements of HCIA and its consolidated subsidiaries Balance Sheet or which were acquired after December 31, 19981996, the rights under the Company Agreements and the Intellectual Property (as defined in Section 3.12) owned or used by HCIA and its subsidiaries the Company under valid License (as defined in Section 3.12) collectively include all assets necessary to provide, produce, sell and license the services and products currently provided, produced, sold and licensed by HCIA the Company and its subsidiaries Subsidiaries and to conduct the business of HCIA the Company and its subsidiaries Subsidiaries as presently conducted or as currently contemplated to be conducted.