Common use of Title to and Sufficiency of Assets Clause in Contracts

Title to and Sufficiency of Assets. (a) The Company and each Company Subsidiary has good and marketable title to all assets and properties, whether real or personal, tangible or intangible, that it purports to own, subject to no valid liens, mortgages, security interests, encumbrances or charges of any kind except: (i) as noted in the Company Reports; (ii) statutory liens for taxes not yet delinquent or being contested in good faith by appropriate proceedings and for which appropriate reserves have been established and reflected on the Company’s financial statements; (iii) pledges or liens required to be granted in connection with the acceptance of government deposits, granted in connection with repurchase or reverse repurchase agreements, pursuant to borrowings incurred in the ordinary course of business; and (iv) defects and irregularities in title and encumbrances that do not materially impair the use thereof for the purposes for which they are held. The Company and each Company Subsidiary as lessee has the right under valid and existing leases to occupy, use, possess and control any and all of the respective properties leased by it. Except where any failure would not have a Material Adverse Effect, all buildings and structures owned by the Company and each Company Subsidiary lie wholly within the boundaries of the real property owned or validly leased by it, and do not encroach upon the property of, or otherwise conflict with the property rights of, any other person or entity. (b) The buildings, structures and equipment of the Company and the Company Subsidiaries are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put, and none of such buildings, structures or equipment is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in the aggregate in nature or in cost. Except where any failure would not have a Material Adverse Effect, the real property, buildings, structures and equipment owned or leased by the Company and the Company Subsidiaries are in compliance with all Legal Requirements, including building and development codes and other restrictions, subdivision regulations, building and construction regulations, drainage codes, environmental, health, fire and safety laws and regulations, utility tariffs and regulations, conservation laws and zoning laws and ordinances. The assets and properties, whether real or personal, tangible or intangible, that the Company or any Company Subsidiary purports to own are sufficient for the continued conduct of the business of each of the Company and such Company Subsidiary after the Closing in substantially the same manner as conducted prior to the Closing.

Title to and Sufficiency of Assets. (a) The Company Associated Subsidiaries have, and each Company Subsidiary has upon Closing will transfer to CNCO, good and marketable title to all of the assets and propertiesproperties (real and personal) constituting the Business, whether real or personalfree and clear of all Encumbrances, tangible or intangible, that it purports to own, subject to no valid liens, mortgages, security interests, encumbrances or charges of any kind except: except (i) as noted set forth in Section 3.8(a) of the Company Reports; Disclosure Schedule, (ii) statutory for liens for taxes Taxes not yet delinquent due or being contested in good faith by appropriate proceedings and for which appropriate reserves have been established and reflected on the Company’s financial statements; are being maintained in accordance with GAAP, (iii) pledges mechanics', carriers', workmen's, repairmen's or other like liens required to be granted in connection with the acceptance of government deposits, granted in connection with repurchase arising or reverse repurchase agreements, pursuant to borrowings incurred in the ordinary course of business; , liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business, and which are routinely and regularly extinguished by payment of the charges to which they relate and which do not, individually or in the aggregate, materially impair the continued use and operation of the assets to which they relate in the Business, taken as a whole, as presently conducted and (iv) defects and irregularities other imperfections of title or encumbrances, if any, which do not, individually or in title and encumbrances that do not the aggregate, materially impair the continued use thereof for and operation of the purposes for assets to which they are held. The Company and each Company Subsidiary relate in the Business, taken as lessee has the right under valid and existing leases to occupya whole, use, possess and control any and all of the respective properties leased by it. Except where any failure would not have a Material Adverse Effect, all buildings and structures owned by the Company and each Company Subsidiary lie wholly within the boundaries of the real property owned or validly leased by it, and do not encroach upon the property of, or otherwise conflict with the property rights of, any other person or entityas presently conducted. (b) The buildings, structures and equipment Except as disclosed in Section 3.8(b) of the Company Disclosure Schedule, the assets and properties of the Company Subsidiaries are structurally soundBusiness used to operate the Business in the manner in which it is currently conducted have been taken as a whole, reasonably maintained and are in good operating condition and repairrepair (with the exception of normal wear and tear), and, to the best of the Company's knowledge, are, taken as a whole, free from defects other than such minor defects as do not interfere with the intended use thereof in the conduct of normal operations or adversely affect the resale value thereof. The Associated Subsidiaries own or have a right to use the assets, properties, rights, know-how, processes and ability which are adequate required for or currently used in connection with the uses operation of the Business as it is presently conducted (the "Necessary Assets"), and, at the Closing the Associate Subsidiaries shall transfer to which they are being putCNCO the ownership or right to use the Necessary Assets. Such assets, properties and none of such buildingsrights, structures or equipment is in need of maintenance or repairs except for ordinarychanges of assets, routine maintenance properties and repairs that are not material rights in the aggregate in nature or in cost. Except where any failure would not have a Material Adverse Effectordinary course of business, together with the real property, buildings, structures and equipment owned or leased by assets of the Company and the Company Associated Subsidiaries are necessary for the Transitional Services (as defined in compliance with all Legal RequirementsSection 5.12), including building and development codes and other restrictions, subdivision regulations, building and construction regulations, drainage codes, environmental, health, fire and safety laws and regulations, utility tariffs and regulations, conservation laws and zoning laws and ordinances. The assets and properties, whether real or personal, tangible or intangible, that the Company or any Company Subsidiary purports to own are sufficient for to conduct the continued conduct of the business of each of the Company and such Company Subsidiary after the Closing in Business substantially the same manner as conducted prior to the Closingit is currently being conducted.

Title to and Sufficiency of Assets. (a) The Company and each Company Subsidiary has good and marketable title to all assets and properties, whether real or personal, tangible or intangible, that it purports to own, subject to no valid liens, mortgages, security interests, encumbrances or charges of any kind except: (i) as noted in the Company Reports; (ii) statutory liens for taxes not yet delinquent or being contested in good faith by appropriate proceedings and for which appropriate reserves have been established and reflected on the Company’s financial statements; (iii) pledges or liens required to be granted in connection with the acceptance of government deposits, granted in connection with repurchase or reverse repurchase agreements, pursuant to borrowings incurred in the ordinary course of business; and (iv) defects and irregularities in title and encumbrances that do not materially impair the use thereof for the purposes for which they are held. The Company and each Company Subsidiary as lessee has the right under valid and existing leases to occupy, use, possess and control any and all of the respective properties leased by it. Except where any failure would not have a Material Adverse Effect, all buildings and structures owned by the Company and each Company Subsidiary lie wholly within the boundaries of the real property owned or validly leased by it, and do not encroach upon the property of, or otherwise conflict with the property rights of, any other person or entity. (b) The buildings, structures and equipment Each of the Company and the Operating Company Subsidiaries has good and valid title to all the material assets reflected on the Interim Balance Sheet or thereafter acquired, other than assets disposed of since the Balance Sheet Date in the Ordinary Course of Business, in each case free and clear of all Liens, except (a) such Liens as are structurally soundset forth in Schedule 4.13, (b) mechanics’, carriers’, workmen’s, repairmen’s or other like Liens arising or incurred in the Ordinary Course of Business, Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the Ordinary Course of Business, (c) Liens for Taxes that are in good operating condition not due and repairpayable or that may thereafter be paid without penalty, and (d) other imperfections of title or encumbrances, if any, that, individually or in the aggregate, do not materially impair, and would not reasonably be expected to materially impair, the continued use and operation of the assets to which they relate in the conduct of the Business (the Liens described in clauses (a) through (d) of this Section 4.13 are adequate referred to collectively as “Permitted Liens”). All material items of equipment and other tangible assets owned by or leased to the Company and the Operating Company are sufficient for the uses to which they are being put, are in good and none of such buildingssafe condition and repair (ordinary wear and tear excepted), structures or equipment is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in the aggregate in nature or in cost. Except where any failure would not have a Material Adverse Effect, the real property, buildings, structures and equipment owned or leased by the Company and the Company Subsidiaries are in compliance with all Legal Requirements, including building and development codes and other restrictions, subdivision regulations, building and construction regulations, drainage codes, environmental, health, fire and safety laws and regulations, utility tariffs and regulations, conservation laws and zoning laws and ordinances. The assets and properties, whether real or personal, tangible or intangible, that possession of the Company or any the Operating Company Subsidiary purports to own and are sufficient for the continued conduct of the business Business. This Section 4.13 does not relate to real property or interests in real property, such items being the subject of each Section 4.20, or to Intellectual Property, such items being the subject of the Company and such Company Subsidiary after the Closing in substantially the same manner as conducted prior to the ClosingSection 4.7.

Title to and Sufficiency of Assets. (a) The As of the date hereof the Company and each the Subsidiaries own, and as of the Closing Date the Company Subsidiary has and the Subsidiaries will own, good and marketable title to all of their assets constituting personal property which is material to their business (excluding, for purposes of this sentence, assets held under leases), free and propertiesclear of any and all mortgages, whether real or personal, tangible or intangible, that it purports to own, subject to no valid liens, mortgagesencumbrances, charges, claims, restrictions, pledges, security interestsinterests or impositions (collectively, encumbrances or charges of any kind except: (i) "Liens"), except as noted set forth in the Company Reports; (iiSEC Reports or Schedule 3(m) statutory liens annexed hereto or such other Liens which would not, individually or in the aggregate, have a Material Adverse Effect. Such assets, together with all assets held by the Company and the Subsidiaries under leases, include all tangible and intangible personal property, contracts and rights necessary or required for taxes not yet delinquent or being contested in good faith by appropriate proceedings and for which appropriate reserves have been established and reflected on the operation of the businesses of the Company’s financial statements; (iii) pledges or liens required to be granted in connection with . As of the acceptance of government deposits, granted in connection with repurchase or reverse repurchase agreements, pursuant to borrowings incurred in date hereof the ordinary course of business; and (iv) defects and irregularities in title and encumbrances that do not materially impair the use thereof for the purposes for which they are held. The Company and each the Subsidiaries own, and as of the Closing Date the Company Subsidiary as lessee has and the right under valid Subsidiaries will own, good and existing marketable title to all of their real estate, including oil and gas reserves, which is material to such persons (excluding, for purposes of this sentence, leases to occupyreal estate and oil and gas reserves), use, possess free and control clear of any and all Liens, except as set forth in the Company SEC Reports or in Schedule 3(m) annexed hereto or such other Liens which would not, individually or in the aggregate, have a Material Adverse Effect. Such assets, together with all real estate and oil and gas reserve assets held by the Company and the Subsidiaries under leases, are adequate for the operation of the respective properties leased businesses of the Company, as presently conducted. The leases to all real estate and oil and gas reserves which are material to the operations of the businesses of the Company and the Subsidiaries are in full force and effect and no event has occurred which with the passage of time, the giving of notice, or both, would constitute a default or event of default by it. Except where the Company or any failure Subsidiary or, to the knowledge of the Company, any other person who is a party signatory thereto, other than such defaults or events of default which, individually or in the aggregate, would not have a Material Adverse Effect, all buildings and structures owned by the Company and each Company Subsidiary lie wholly within the boundaries of the real property owned or validly leased by it, and do not encroach upon the property of, or otherwise conflict with the property rights of, any other person or entity. (b) The buildings, structures and equipment of the Company and the Company Subsidiaries are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put, and none of such buildings, structures or equipment is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in the aggregate in nature or in cost. Except where any failure would not have a Material Adverse Effect, the real property, buildings, structures and equipment owned or leased by the Company and the Company Subsidiaries are in compliance with all Legal Requirements, including building and development codes and other restrictions, subdivision regulations, building and construction regulations, drainage codes, environmental, health, fire and safety laws and regulations, utility tariffs and regulations, conservation laws and zoning laws and ordinances. The assets and properties, whether real or personal, tangible or intangible, that the Company or any Company Subsidiary purports to own are sufficient for the continued conduct of the business of each of the Company and such Company Subsidiary after the Closing in substantially the same manner as conducted prior to the Closing.

Title to and Sufficiency of Assets. (a) The As of the date hereof, the Company and each its Subsidiaries own, and as of the Effective Time the Company Subsidiary has and its Subsidiaries will own, good and marketable title to all of their assets (excluding, for purposes of this sentence, assets held under leases), free and properties, whether real or personal, tangible or intangible, that it purports to own, subject to no valid liens, mortgages, security interests, encumbrances or charges clear of any kind except: (i) and all Liens, except as noted set forth in the Company Reports; (ii) statutory liens for taxes not yet delinquent SEC Documents filed with the SEC prior to the date hereof or being contested in good faith by appropriate proceedings Section 3.17 of the Company Letter and for which appropriate reserves except where the failure to own such title would not, individually or in the aggregate, have been established and reflected a Material Adverse Effect on the Company’s financial statements; . Such assets, together with all assets held by the Company and its Subsidiaries under leases, include all tangible and intangible personal property, contracts and rights necessary or required for the operation of the businesses of the Company as presently conducted, except for such assets the failure to have would not, individually or in the aggregate, have a Material Adverse Effect on the Company. (iiib) pledges Neither the Company nor any of its Subsidiaries owns any Real Estate. All Real Estate assets held by the Company and its Subsidiaries under leases or liens required subleases are adequate for the operation of the businesses of the Company as presently conducted, except for such assets the failure to be granted have would not, individually or in connection the aggregate, have a Material Adverse Effect. The leases and subleases to all Real Estate occupied by the Company and its Subsidiaries which are material to the operation of the businesses of the Company are in full force and effect and no event has occurred which with the acceptance passage of government depositstime, granted in connection with repurchase the giving of notice, or reverse repurchase agreementsboth, pursuant would constitute a default or event of default by the Company or any of its Subsidiaries or, to borrowings incurred the knowledge of the Company, any other person who is a party signatory thereto, other than such defaults or events of default which, individually or in the ordinary course of business; and (iv) defects and irregularities in title and encumbrances that do not materially impair the use thereof for the purposes for which they are held. The Company and each Company Subsidiary as lessee has the right under valid and existing leases to occupyaggregate, use, possess and control any and all of the respective properties leased by it. Except where any failure would not have a Material Adverse EffectEffect on the Company. For purposes of this Agreement, "Real Estate" means, with respect to the Company or any of its Subsidiaries, as applicable, all buildings and structures owned by the Company and each Company Subsidiary lie wholly within the boundaries of the real property owned fee or validly leased by itleasehold ownership right, title and do not encroach upon the property of, or otherwise conflict with the property rights of, any other person or entity. (b) The buildings, structures and equipment of the Company and the Company Subsidiaries are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put, and none interest of such buildingsperson, structures or equipment is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in the aggregate in nature or in cost. Except where any failure would not have a Material Adverse Effect, the to all real property, buildings, structures estate and equipment improvements owned or leased by any such person and which is used by any such person in connection with the Company and the Company Subsidiaries are in compliance with all Legal Requirements, including building and development codes and other restrictions, subdivision regulations, building and construction regulations, drainage codes, environmental, health, fire and safety laws and regulations, utility tariffs and regulations, conservation laws and zoning laws and ordinances. The assets and properties, whether real or personal, tangible or intangible, that the Company or any Company Subsidiary purports to own are sufficient for the continued conduct operation of the business of each of the Company and such Company Subsidiary after the Closing in substantially the same manner as conducted prior to the Closingits business.

Title to and Sufficiency of Assets. (a) The Company and each Company Subsidiary has good the Seller Group Entities have good, valid and marketable title to, or a valid leasehold interest in or valid right to use, the Business Assets, and after giving effect to the Pre-Closing Transfers and as of the Closing, the Group Companies shall have, good, valid and marketable title to, or a valid leasehold interest in or valid right to use, the Business Assets, in each case, free and clear of all assets Liens, except for Permitted Liens and propertiesexcept where the failure to have good, whether real valid and marketable title would not, individually or personalin the aggregate, tangible reasonably be expected to be material to the Business or intangiblethe Group Companies, that it purports to owntaken as a whole. (b) Except for Intellectual Property Rights (the sufficiency of which is addressed in Section 3.13), the Business Assets are in reasonable operating condition (subject to no valid liensordinary wear and tear) in all material respects, mortgages, security interests, encumbrances or charges of any kind except: (i) as noted in the Company Reports; (ii) statutory liens for taxes not yet delinquent or being contested in good faith by appropriate proceedings and for which appropriate reserves have been established and reflected on the Company’s financial statements; (iii) pledges or liens required to be granted in connection with the acceptance of government deposits, granted in connection with repurchase or reverse repurchase agreements, pursuant to borrowings incurred in the ordinary course of business; and (iv) defects and irregularities in title and encumbrances that do not materially impair the use thereof are reasonably suitable for the purposes for which they are held. presently used in the Business. (c) The Company Business Assets, together with all other rights of Buyer or the Group Companies pursuant to the Transaction Documents, and each Company Subsidiary as lessee has the right under valid Business Employees, together with the services and existing leases resources provided pursuant to occupythe Transition Services Agreement, useimmediately after the Closing, possess and control any and will constitute all of the respective assets, rights, properties leased by it. Except where any failure would not have a Material Adverse Effect, and services used in or required to conduct and operate the Business in all buildings material respects in the manner conducted and structures owned by the Company and each Company Subsidiary lie wholly within the boundaries operated as of the real property owned or validly leased date hereof and as of immediately prior to and as of the Closing by it, Seller and do not encroach upon its Subsidiaries (including the property of, or otherwise conflict with the property rights of, any other person or entityGroup Companies). (bd) The buildingsBusiness Employees, structures together with the services and equipment of resources provided pursuant to the Company and the Company Subsidiaries are structurally soundTransition Services Agreement, are sufficient in good operating condition skill and repairnumber, and are adequate for to permit the uses Group Companies to which they are being put, and none of such buildings, structures or equipment is conduct the Business in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in the aggregate in nature or in cost. Except where any failure would not have a Material Adverse Effect, the real property, buildings, structures and equipment owned or leased by the Company and the Company Subsidiaries are in compliance with all Legal Requirements, including building and development codes and other restrictions, subdivision regulations, building and construction regulations, drainage codes, environmental, health, fire and safety laws and regulations, utility tariffs and regulations, conservation laws and zoning laws and ordinances. The assets and properties, whether real or personal, tangible or intangible, that the Company or any Company Subsidiary purports to own are sufficient for the continued conduct of the business of each of the Company and such Company Subsidiary after the Closing in substantially the same manner as conducted operated by the Seller Group Entities prior to and as of the ClosingClosing Date. (e) After giving effect to the Pre-Closing Transfers, Seller shall be the sole legal and beneficial owner of the Purchased Interests, and upon the consummation of the transactions contemplated by Section 2.01, Buyer will acquire good, valid, and marketable title to the Purchased Interests, free and clear of all Liens other than restrictions on transfer arising under applicable securities Laws.

Title to and Sufficiency of Assets. (a) The As of the date ---------------------------------- hereof, the Company and each its Subsidiaries own, and as of the Effective Time the Company Subsidiary has and its Subsidiaries will own, good and marketable title to all of their assets constituting personal property which is material to their business (excluding, for purposes of this sentence, assets held under leases), free and propertiesclear of any and all mortgages, whether real or personal, tangible or intangible, that it purports to own, subject to no valid liens, mortgagesencumbrances, charges, claims, restrictions, pledges, security interestsinterests or impositions (collectively, encumbrances or charges of any kind except: (i) "Liens"), except as noted set forth in the Company Reports; SEC Documents filed with the SEC ----- prior to the date hereof, or Section 3.28 of the Company Letter. Such assets, together with all assets held by the Company and its Subsidiaries under leases, include all tangible and intangible personal property, contracts and rights necessary or required for the operation of the businesses of the Company as presently conducted. (iib) statutory liens As of the date hereof, the Company and its Subsidiaries own, and as of the Effective Time the Company and its Subsidiaries will own, good and marketable title to all of their Real Estate (as defined below) which is material to such persons (excluding, for taxes not yet delinquent purposes of this sentence, Real Estate leases), free and clear of any and all Liens, except as set forth in the Company SEC Documents filed with the SEC prior to the date hereof or being contested in good faith by appropriate proceedings and for Section 3.28 of the Company Letter or such other Liens on Real Estate which appropriate reserves would not, individually or in the aggregate, have been established and reflected a Material Adverse Effect on the Company’s financial statements; (iii) pledges or liens required . Such Real Estate assets, together with all Real Estate assets held by the Company and its Subsidiaries under leases, are adequate for the operation of the businesses of the Company as presently conducted. The leases to be granted all Real Estate occupied by the Company and its Subsidiaries which are material to the operation of the businesses of the Company are in connection full force and effect and no event has occurred which with the acceptance passage of government depositstime, granted in connection with repurchase the giving of notice, or reverse repurchase agreementsboth, pursuant would constitute a default or event of default by the Company or any Subsidiary or, to borrowings incurred the Knowledge of the Company, any other person who is a party signatory thereto, other than such defaults or events of default which, individually or in the ordinary course of business; and (iv) defects and irregularities in title and encumbrances that do not materially impair the use thereof for the purposes for which they are held. The Company and each Company Subsidiary as lessee has the right under valid and existing leases to occupyaggregate, use, possess and control any and all of the respective properties leased by it. Except where any failure would not have a Material Adverse EffectEffect on the Company. For purposes of this Agreement, "Real Estate" means, with respect to the Company or ----------- any Subsidiary, as applicable, all buildings and structures owned by the Company and each Company Subsidiary lie wholly within the boundaries of the real property owned fee or validly leased by itleasehold ownership right, title and do not encroach upon the property of, or otherwise conflict with the property rights of, any other person or entity. (b) The buildings, structures and equipment of the Company and the Company Subsidiaries are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put, and none interest of such buildingsperson, structures or equipment is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in the aggregate in nature or in cost. Except where any failure would not have a Material Adverse Effect, the to all real property, buildings, structures estate and equipment improvement owned or leased by any such person and which is used by any such person in connection with the Company and the Company Subsidiaries are in compliance with all Legal Requirements, including building and development codes and other restrictions, subdivision regulations, building and construction regulations, drainage codes, environmental, health, fire and safety laws and regulations, utility tariffs and regulations, conservation laws and zoning laws and ordinances. The assets and properties, whether real or personal, tangible or intangible, that the Company or any Company Subsidiary purports to own are sufficient for the continued conduct operation of the business of each of the Company and such Company Subsidiary after the Closing in substantially the same manner as conducted prior to the Closingits business.

Title to and Sufficiency of Assets. (a) The As of the date hereof, the Company and each its Subsidiaries own, and as of the Effective Time the Company Subsidiary has and its Subsidiaries will own, good and marketable title to all of their assets (excluding, for purposes of this sentence, assets held under leases), free and properties, whether real or personal, tangible or intangible, that it purports to own, subject to no valid liens, mortgages, security interests, encumbrances or charges clear of any kind except: (i) and all Liens, except as noted set forth in the Company Reports; (ii) statutory liens for taxes not yet delinquent SEC Documents filed with the SEC prior to the date hereof or being contested in good faith by appropriate proceedings Section 3.17 of the Company Letter and for which appropriate reserves except where the failure to own such title would not, individually or in the aggregate, have been established and reflected a Material Adverse Effect on the Company’s financial statements; (iii) pledges . Such assets, together with all assets held by the Company and its Subsidiaries under leases, include all tangible and intangible personal property, contracts and rights necessary or liens required for the operation of the businesses of the Company as presently conducted, except for such assets the failure to be granted in connection with the acceptance of government depositshave would not, granted in connection with repurchase individually or reverse repurchase agreements, pursuant to borrowings incurred in the ordinary course aggregate, have a Material Adverse Effect on the Company. (b) Neither the Company nor any of business; its Subsidiaries owns any Real Estate. All Real Estate assets held by the Company and (iv) defects and irregularities in title and encumbrances that do not materially impair the use thereof its Subsidiaries under leases or subleases are adequate for the purposes for which they are held. The Company and each Company Subsidiary as lessee has the right under valid and existing leases to occupy, use, possess and control any and all operation of the respective properties leased by it. Except where any businesses of the Company as presently conducted, except for such assets the failure to have would not not, individually or in the aggregate, have a Material Adverse Effect, . The leases and subleases to all buildings and structures owned Real Estate occupied by the Company and each Company Subsidiary lie wholly within its Subsidiaries which are material to the boundaries operation of the real property owned or validly leased by itbusinesses of the Company are in full force and effect and no event has occurred which with the passage of time, and do not encroach upon the property ofgiving of notice, or otherwise conflict with both, would constitute a default or event of default by the property rights ofCompany or any of its Subsidiaries or, to the knowledge of the Company, any other person or entity. (b) The buildingswho is a party signatory thereto, structures and equipment of the Company and the Company Subsidiaries are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put, and none of other than such buildings, structures or equipment is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in the aggregate in nature or in cost. Except where any failure would not have a Material Adverse Effect, the real property, buildings, structures and equipment owned or leased by the Company and the Company Subsidiaries are in compliance with all Legal Requirements, including building and development codes and other restrictions, subdivision regulations, building and construction regulations, drainage codes, environmental, health, fire and safety laws and regulations, utility tariffs and regulations, conservation laws and zoning laws and ordinances. The assets and properties, whether real or personal, tangible or intangible, that the Company or any Company Subsidiary purports to own are sufficient for the continued conduct of the business of each of the Company and such Company Subsidiary after the Closing in substantially the same manner as conducted prior to the Closing.defaults

Title to and Sufficiency of Assets. Except for (a) The assets used in connection with the provision of services under the Transition Services Agreement, (b) the Company Names, with respect to which the Sold Companies and Sold Subsidiaries will have certain transitional rights pursuant to Section 9.5(a), (c) the Intellectual Property Rights licensed pursuant to Section 9.5(d), (d) Business Guarantees to be terminated in accordance with Section 6.7 and Carve-Out Accounts to be cancelled, repaid or otherwise eliminated in accordance with Section 6.8, (e) Insurance Policies, subject to Section 9.7, (f) the items set forth on Section 3.7 of the Disclosure Letter, (g) the Shared Space Agreements, and (h) assets in support of employee benefit plans for the benefit of Continuing Employees, (1) the Sold Companies and Sold Subsidiaries own, hold or have the right to use (including licenses or pursuant to licenses or other Contracts), and following the consummation of each Company Subsidiary has good of the Pre-Closing Restructuring and marketable title the Closing will own, hold or have the right to use (including licenses or pursuant to licenses or other Contracts), all assets and of the assets, properties, claims and rights, whether real or personal, tangible or intangible, that it purports to ownwhether personal, subject to no valid liensreal or mixed, mortgageswherever located, security interests, encumbrances or charges of any kind except: (i) as noted in the Company Reports; (ii) statutory liens for taxes not yet delinquent or being contested in good faith by appropriate proceedings and for which appropriate reserves have been established and reflected on the Company’s financial statements; (iii) pledges or liens required to be granted in connection with the acceptance of government deposits, granted in connection with repurchase or reverse repurchase agreements, pursuant to borrowings incurred in the ordinary course of business; and (iv) defects and irregularities in title and encumbrances that do not materially impair the use thereof for the purposes for which they are held. The Company and each Company Subsidiary as lessee has the right under valid and existing leases to occupy, use, possess and control any and all of the respective properties leased by it. Except where any failure would not have a Material Adverse Effect, all buildings and structures owned by the Company and each Company Subsidiary lie wholly within the boundaries of the real property owned or validly leased by it, and do not encroach upon the property of, or otherwise conflict with the property rights of, any other person or entity. (b) The buildings, structures and equipment of the Company and the Company Subsidiaries are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put, and none of such buildings, structures or equipment is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in necessary for and sufficient to conduct and operate the aggregate in nature or in cost. Except where any failure would not have a Material Adverse Effect, the real property, buildings, structures and equipment owned or leased by the Company and the Company Subsidiaries are in compliance with all Legal Requirements, including building and development codes and other restrictions, subdivision regulations, building and construction regulations, drainage codes, environmental, health, fire and safety laws and regulations, utility tariffs and regulations, conservation laws and zoning laws and ordinances. The assets and properties, whether real or personal, tangible or intangible, that the Company or any Company Subsidiary purports to own are sufficient for the continued conduct of the business of each of the Company and such Company Subsidiary after Business immediately following the Closing in substantially the same manner as conducted and operated in the six (6) month period prior to the ClosingClosing and (2) except as would not reasonably be expected to be material to the Business, taken as a whole, there are no Intellectual Property Rights owned by the Sellers or their Affiliates (other than the Sold Companies and the Sold Subsidiaries) that are used in the operation of the Business.