Common use of Title, Sufficiency and Condition of Assets Clause in Contracts

Title, Sufficiency and Condition of Assets. (a) The Company and its Subsidiaries have good and valid title to or a valid leasehold interest in all of their assets, including all of the assets reflected on the Company Balance Sheet or acquired in the ordinary course of business since the date of the Company Balance Sheet, except those sold or otherwise disposed of for fair value since the date of the Company Balance Sheet in the ordinary course of business consistent with past practice. The assets owned or leased by the Company or any of its Subsidiaries constitute all of the assets necessary for the Company and its Subsidiaries to carry on their respective businesses as currently conducted. None of the assets owned or leased by the Company or any of its Subsidiaries is subject to any Encumbrance, other than (i) liens for Taxes and assessments not yet due and payable, (ii) liens for Taxes that the Company or any of its Subsidiaries is contesting in good faith through appropriate proceedings, (iii) mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice and not incurred in connection with the borrowing of money, and (iv) any such matters of record and other Encumbrances that do not, individually or in the aggregate, materially impair the ownership, or use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted, or the transfer of such assets (collectively, “Company Permitted Encumbrances”). (b) All tangible assets owned or leased by the Company or its Subsidiaries have been maintained in all material respects in accordance with generally accepted industry practice, are in all material respects in good operating condition and repair, ordinary wear and tear excepted, and are adequate for the uses to which they are being put.

Title, Sufficiency and Condition of Assets. (a) The Company and its Subsidiaries have good and valid title to, a valid right to use, or a valid leasehold interest in all of their tangible assets, including all of the assets reflected on the Company Balance Sheet or acquired in the ordinary course of business since the date of the Company Balance Sheet, Sheet (except those sold or otherwise disposed of for fair value since the date of the Company Balance Sheet in the ordinary course of business consistent with past practice, and except for any deficiencies in title that do not, individually or in the aggregate, materially impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted). The tangible assets owned owned, leased or leased licensed by the Company or any of and its Subsidiaries constitute all of the tangible assets necessary for the Company and its Subsidiaries to carry on their respective businesses as currently conducted. None of the tangible assets owned or leased by the Company or any of its Subsidiaries is subject to any Encumbrance, other than (i) liens for Taxes current taxes and assessments not yet past due and payableor the validity of which are being contested in good faith pursuant to appropriate proceedings with the relevant Taxing authority, (ii) liens for Taxes that the Company or any of its Subsidiaries is contesting in good faith through appropriate proceedingslandlords’, (iii) mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice Subsidiary, (iii) pledges and not incurred in connection with deposits required pursuant to any workers compensation, unemployment insurance or other similar Law, (iv) liens that will be released and discharged at or prior to the borrowing of moneyClosing, and (ivv) any such matters of record record, Encumbrances and other Encumbrances imperfections of title that do not, individually or in the aggregate, materially impair the continued ownership, or use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted, or the transfer of such assets conducted (collectively, “Company Permitted Encumbrances”). (b) All tangible assets owned This Section does not relate to real property or leased by interests in real property, which is the Company subject of Section 4.13, or its Subsidiaries have been maintained in all material respects in accordance with generally accepted industry practiceto Intellectual Property, are in all material respects in good operating condition and repair, ordinary wear and tear excepted, and are adequate for which is the uses to which they are being putsubject of Section 4.14.

Title, Sufficiency and Condition of Assets. (a) The Company and its Subsidiaries have good and valid title to or a valid leasehold interest in all of their assets, including all of the assets reflected on the Company Balance Sheet or acquired in the ordinary course of business since the date of the Company Balance Sheet, except those sold or otherwise disposed of for fair value since the date of the Company Balance Sheet in the ordinary course of business consistent with past practice. The assets owned or leased by the Company or any of its Subsidiaries constitute all of the assets necessary for the Company and its Subsidiaries to carry on their respective businesses as currently conducted. None of the assets owned or leased by the Company or any of its Subsidiaries is subject to any Encumbrance, other than (i) liens for Taxes and assessments not yet due and payable, (ii) liens for Taxes that the Company or any of its Subsidiaries is contesting in good faith through appropriate proceedings, (iii) mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice and not incurred in connection with the borrowing of money, and (iv) any such matters of record and other Encumbrances that do not, individually or in the aggregate, materially impair the ownership, or use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted, or the transfer of such assets (collectively, “Company Permitted Encumbrances”). Without limiting the foregoing, no liens on any of the assets of the Company or any Subsidiary thereof are registered in any registry in Israel. (b) All tangible assets owned or leased by the Company or its Subsidiaries have been maintained in all material respects in accordance with generally accepted industry practice, are in all material respects in good operating condition and repair, ordinary wear and tear excepted, and are adequate for the uses to which they are being put.

Title, Sufficiency and Condition of Assets. (a) The Company and its Subsidiaries Transferred Companies have good and valid title to, a valid right to use, or a valid leasehold interest in all of their tangible assets, including all of the assets reflected on the Company Balance Sheet or acquired in the ordinary course of business since the date of the Company Balance Sheet, Sheet (except those sold or otherwise disposed of for fair value since the date of the Company Balance Sheet in the ordinary course of business consistent with past practice, and except for any deficiencies in title that do not, individually or in the aggregate, materially impair the continued ownership, use and operation of the assets to which they relate in the business of the Transferred Companies as currently conducted). The tangible assets owned owned, leased or leased licensed by the Company or any of its Subsidiaries Transferred Companies constitute all of the tangible assets necessary for the Company and its Subsidiaries Transferred Companies to carry on their respective businesses as currently conductedconducted and as conducted during the twelve (12) month period prior to the date hereof. None of the tangible assets owned owned, leased or leased licensed by the Company or any of its Subsidiaries the Transferred Companies is subject to any Encumbrance, other than (i) liens for current Taxes and assessments not yet past due and payableor the validity of which are being contested in good faith pursuant to appropriate proceedings with the relevant Governmental Authority responsible for Taxes, (ii) liens for Taxes that the Company or any of its Subsidiaries is contesting in good faith through appropriate proceedingslandlords’, (iii) mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice of the Company, (iii) pledges and not incurred in connection with deposits required pursuant to any workers compensation, unemployment insurance or other similar Law, (iv) liens that will be released and discharged at or prior to the borrowing of money, Closing and (ivv) any such matters of record record, Encumbrances and other Encumbrances imperfections of title that do not, individually or in the aggregate, materially impair the continued ownership, or use and operation of the assets asset to which they relate in the business of the Company and its Subsidiaries Transferred Companies as currently conducted, or the transfer of such assets conducted (collectively, “Company Permitted Encumbrances”). (b) All tangible assets owned This Section does not relate to real property or leased by interests in real property, which is the Company subject of Section 3.13, or its Subsidiaries have been maintained in all material respects in accordance with generally accepted industry practiceto Intellectual Property, are in all material respects in good operating condition and repair, ordinary wear and tear excepted, and are adequate for which is the uses to which they are being putsubject of Section 3.14.

Title, Sufficiency and Condition of Assets. (a) The Company and its Subsidiaries Transferred Companies have good and valid title to, a valid right to use, or a valid leasehold interest in all of their tangible assets, including all of the assets reflected on the Company Balance Sheet or acquired in the ordinary course of business since the date of the Company Balance Sheet, Sheet (except those sold or otherwise disposed of for fair value since the date of the Company Balance Sheet in the ordinary course of business consistent with past practice, and except for any deficiencies in title that do not, individually or in the aggregate, materially impair the continued ownership, use and operation of the assets to which they relate in the business of the Transferred Companies as currently conducted). The tangible assets owned owned, leased or leased licensed by the Company or any of its Subsidiaries Transferred Companies constitute all of the tangible assets necessary for the Company and its Subsidiaries Transferred Companies to carry on their respective businesses as currently conductedconducted and as conducted during the twelve (12) month period prior to the date hereof. None of the tangible assets owned owned, leased or leased licensed by the Company or any of its Subsidiaries the Transferred Companies is subject to any Encumbrance, other than (i) liens for current Taxes and assessments not yet past due and payableor the validity of which are being contested in good faith pursuant to appropriate proceedings with the relevant Governmental Authority responsible for Taxes, (ii) liens for Taxes that the Company or any of its Subsidiaries is contesting in good faith through appropriate proceedingslandlords’, (iii) mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice of the Company, (iii) pledges and not incurred in connection with deposits required pursuant to any workers compensation, unemployment insurance or other similar Law, (iv) liens that will be released and discharged at or prior to the borrowing of money, Closing and (ivv) any such matters of record record, Encumbrances and other Encumbrances 21 imperfections of title that do not, individually or in the aggregate, materially impair the continued ownership, or use and operation of the assets asset to which they relate in the business of the Company and its Subsidiaries Transferred Companies as currently conducted, or the transfer of such assets conducted (collectively, “Company Permitted Encumbrances”). (b) All tangible assets owned This Section does not relate to real property or leased by interests in real property, which is the Company subject of Section 3.13, or its Subsidiaries have been maintained in all material respects in accordance with generally accepted industry practiceto Intellectual Property, are in all material respects in good operating condition and repair, ordinary wear and tear excepted, and are adequate for which is the uses to which they are being putsubject of Section 3.14.