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

Title to and Sufficiency of Assets. (a) The Associated Subsidiaries have, and upon Closing will transfer to CNCO, good and marketable title to all of the assets and properties (real and personal) constituting the Business, free and clear of all Encumbrances, except (i) as set forth in Section 3.8(a) of the Disclosure Schedule, (ii) for liens for Taxes not yet due or being contested in good faith by appropriate proceedings and for which appropriate reserves are being maintained in accordance with GAAP, (iii) 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, 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) other imperfections of title or encumbrances, if any, 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. (b) Except as disclosed in Section 3.8(b) of the Disclosure Schedule, the assets and properties of the Business 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 repair (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 required for or currently used in connection with the operation of the Business as it is presently conducted (the "Necessary Assets"), and, at the Closing the Associate Subsidiaries shall transfer to CNCO the ownership or right to use the Necessary Assets. Such assets, properties and rights, except for changes of assets, properties and rights in the ordinary course of business, together with the assets of the Company and the Associated Subsidiaries necessary for the Transitional Services (as defined in Section 5.12), are sufficient to conduct the Business substantially as it is currently being conducted.

Title to and Sufficiency of Assets. (a) The Associated As of the date hereof the Company and the Subsidiaries haveown, and upon as of the Closing Date the Company and the Subsidiaries will transfer to CNCOown, good and marketable title to all of the their assets and properties constituting personal property which is material to their business (real and personal) constituting the Businessexcluding, for purposes of this sentence, assets held under leases), free and clear of any and all Encumbrancesmortgages, liens, encumbrances, charges, claims, restrictions, pledges, security interests or impositions (collectively, "Liens"), except (i) as set forth in Section 3.8(athe Company SEC Reports or Schedule 3(m) of the Disclosure Schedule, (ii) for liens for Taxes not yet due annexed hereto or being contested in good faith by appropriate proceedings and for such other Liens which appropriate reserves are being maintained in accordance with GAAP, (iii) 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, and which are routinely and regularly extinguished by payment of the charges to which they relate and which do would not, individually or in the aggregate, materially impair have a Material Adverse Effect. Such assets, together with all assets held by the continued use Company and the Subsidiaries under leases, include all tangible and intangible personal property, contracts and rights necessary or required for the operation of the assets businesses of the Company. As of the date hereof the Company and the Subsidiaries own, and as of the Closing Date the Company and the Subsidiaries will own, good and marketable title to all of their real estate, including oil and gas reserves, which they relate is material to such persons (excluding, for purposes of this sentence, leases to real estate and oil and gas reserves), free and clear of any and all Liens, except as set forth in the Business, taken as a whole, as presently conducted and (ivCompany SEC Reports or in Schedule 3(m) annexed hereto or such other imperfections of title or encumbrances, if any, Liens which do would not, individually or in the aggregate, materially impair have a Material Adverse Effect. Such assets, together with all real estate and oil and gas reserve assets held by the continued use Company and the Subsidiaries under leases, are adequate for the operation of the assets to which they relate in businesses of the Business, taken as a wholeCompany, as presently conducted. (b) Except as disclosed in Section 3.8(b) . The leases to all real estate and oil and gas reserves which are material to the operations of the Disclosure Schedule, the assets and properties of the Business 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 repair (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 required for or currently used in connection with the operation of the Business as it is presently conducted (the "Necessary Assets"), and, at the Closing the Associate Subsidiaries shall transfer to CNCO the ownership or right to use the Necessary Assets. Such assets, properties and rights, except for changes of assets, properties and rights in the ordinary course of business, together with the assets businesses of the Company and the Associated Subsidiaries necessary for are in full force and effect and no event has occurred which with the Transitional Services (as defined passage of time, the giving of notice, or both, would constitute a default or event of default by the Company or any 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 Section 5.12)the aggregate, are sufficient to conduct the Business substantially as it is currently being conductedwould not have a Material Adverse Effect.

Title to and Sufficiency of Assets. Except for (a) The Associated 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 havewill 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 upon (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 of the Pre-Closing Restructuring and the Closing will transfer own, hold or have the right to CNCOuse (including licenses or pursuant to licenses or other Contracts), good and marketable title to all of the assets assets, properties, claims and properties (rights, whether tangible or intangible, whether personal, real or mixed, wherever located, that are necessary for and personal) constituting sufficient to conduct and operate the Business, free Business immediately following the Closing in substantially the same manner as conducted and clear of all Encumbrances, except (i) as set forth in Section 3.8(a) of the Disclosure Schedule, (ii) for liens for Taxes not yet due or being contested in good faith by appropriate proceedings and for which appropriate reserves are being maintained in accordance with GAAP, (iii) mechanics', carriers', workmen's, repairmen's or other like liens arising or incurred operated in the ordinary course of business, liens arising under original purchase price conditional sales contracts six (6) month period prior to the Closing 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 (2) except as would not reasonably be expected to which they relate and which do not, individually or in the aggregate, materially impair the continued use and operation of the assets be material to which they relate in the Business, taken as a whole, as presently conducted and there are no Intellectual Property Rights owned by the Sellers or their Affiliates (iv) other imperfections of title or encumbrances, if any, 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. (b) Except as disclosed in Section 3.8(b) of the Disclosure Schedule, the assets and properties of the Business 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 repair (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 Sold Companies and 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 Sold Subsidiaries) that are required for or currently used in connection with the operation of the Business as it is presently conducted (the "Necessary Assets"), and, at the Closing the Associate Subsidiaries shall transfer to CNCO the ownership or right to use the Necessary Assets. Such assets, properties and rights, except for changes of assets, properties and rights in the ordinary course of business, together with the assets of the Company and the Associated Subsidiaries necessary for the Transitional Services (as defined in Section 5.12), are sufficient to conduct the Business substantially as it is currently being conductedBusiness.

Title to and Sufficiency of Assets. (a) The Associated As of the date ---------------------------------- hereof, the Company and its Subsidiaries haveown, and upon Closing as of the Effective Time the Company and its Subsidiaries will transfer to CNCOown, good and marketable title to all of the their assets and properties constituting personal property which is material to their business (real and personal) constituting the Businessexcluding, for purposes of this sentence, assets held under leases), free and clear of any and all Encumbrancesmortgages, liens, encumbrances, charges, claims, restrictions, pledges, security interests or impositions (collectively, "Liens"), except (i) as set forth in the Company SEC Documents filed with the SEC ----- prior to the date hereof, or Section 3.8(a) 3.28 of the Disclosure ScheduleCompany 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) 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 liens for Taxes not yet due or being contested in good faith by appropriate proceedings purposes of this sentence, Real Estate leases), free and for which appropriate reserves are being maintained in accordance with GAAPclear of any and all Liens, (iii) mechanics', carriers', workmen's, repairmen's or other like liens arising or incurred except as set forth in the ordinary course of business, liens arising under original purchase price conditional sales contracts and equipment leases Company SEC Documents filed with third parties entered into the SEC prior to the date hereof or in the ordinary course of business, and which are routinely and regularly extinguished by payment Section 3.28 of the charges to Company Letter or such other Liens on Real Estate which they relate and which do would not, individually or in the aggregate, materially impair have a Material Adverse Effect on the continued use Company. 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 assets to which they relate in businesses of the Business, taken as a whole, Company as presently conducted conducted. The leases to all Real Estate occupied by the Company and (iv) 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 passage of time, the giving of notice, or both, would constitute a default or event of default by the Company or any Subsidiary or, to the Knowledge of the Company, any other imperfections person who is a party signatory thereto, other than such defaults or events of title or encumbrances, if any, which do notdefault which, individually or in the aggregate, materially impair would not have a Material Adverse Effect on the continued use and operation Company. For purposes of this Agreement, "Real Estate" means, with respect to the Company or ----------- any Subsidiary, as applicable, all of the assets fee or leasehold ownership right, title and interest of such person, in and to all real estate and improvement owned or leased by any such person and which they relate in the Business, taken as a whole, as presently conducted. (b) Except as disclosed in Section 3.8(b) of the Disclosure Schedule, the assets and properties of the Business is 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 repair (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 by any 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 required for or currently used person in connection with the operation of the Business as it is presently conducted (the "Necessary Assets"), and, at the Closing the Associate Subsidiaries shall transfer to CNCO the ownership or right to use the Necessary Assets. Such assets, properties and rights, except for changes of assets, properties and rights in the ordinary course of its business, together with the assets of the Company and the Associated Subsidiaries necessary for the Transitional Services (as defined in Section 5.12), are sufficient to conduct the Business substantially as it is currently being conducted.

Title to and Sufficiency of Assets. (a) The Associated As of the date hereof, the Company and its Subsidiaries haveown, and upon Closing as of the Effective Time the Company and its Subsidiaries will transfer to CNCOown, good and marketable title to all of the their assets and properties (real and personal) constituting the Businessexcluding, for purposes of this sentence, assets held under leases), free and clear of any and all EncumbrancesLiens, except (i) as set forth in the Company SEC Documents filed with the SEC prior to the date hereof or in Section 3.8(a) 3.17 of the Disclosure Schedule, (ii) for liens for Taxes not yet due or being contested in good faith by appropriate proceedings Company Letter and for which appropriate reserves are being maintained in accordance with GAAP, (iii) mechanics', carriers', workmen's, repairmen's or other like liens arising or incurred in except where 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 failure to which they relate and which do own such title would not, individually or in the aggregate, materially impair have a Material Adverse Effect on the continued use Company. 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 assets to which they relate in businesses of the Business, taken as a whole, Company as presently conducted and (iv) other imperfections of title or encumbrancesconducted, if any, which do except for such assets the failure to have would not, individually or in the aggregate, materially impair have a Material Adverse Effect on the continued use and operation of the assets to which they relate in the Business, taken as a whole, as presently conductedCompany. (b) Except as disclosed in Section 3.8(b) 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 subleases are adequate for the operation of the Disclosure Schedulebusinesses 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. 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 passage of time, the assets and properties giving of notice, or both, would constitute a default or event of default by the Business 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 repair (with the exception Company or any of normal wear and tear), andits Subsidiaries or, to the best knowledge of the Company's knowledge, areany other person who is a party signatory thereto, taken as a whole, free from defects other than such minor defects as do not interfere with the intended use thereof defaults or events of default which, individually or in the conduct of normal operations or adversely affect the resale value thereof. The Associated Subsidiaries own or aggregate, would not have a right Material Adverse Effect on the Company. For purposes of this Agreement, "Real Estate" means, with respect to use the assetsCompany or any of its Subsidiaries, propertiesas applicable, rightsall of the fee or leasehold ownership right, know-howtitle and interest of such person, processes in and ability to all real estate and improvements owned or leased by any such person and which are required for or currently is used by any such person in connection with the operation of the Business as it is presently conducted (the "Necessary Assets"), and, at the Closing the Associate Subsidiaries shall transfer to CNCO the ownership or right to use the Necessary Assets. Such assets, properties and rights, except for changes of assets, properties and rights in the ordinary course of its business, together with the assets of the Company and the Associated Subsidiaries necessary for the Transitional Services (as defined in Section 5.12), are sufficient to conduct the Business substantially as it is currently being conducted.

Title to and Sufficiency of Assets. (a) The Associated Subsidiaries havethe Seller Group Entities have good, and upon Closing will transfer to CNCO, good valid and marketable title to, or a valid leasehold interest in or valid right to all use, the Business Assets, and after giving effect to the Pre-Closing Transfers and as of the assets Closing, the Group Companies shall have, good, valid and properties (real and personal) constituting marketable title to, or a valid leasehold interest in or valid right to use, the BusinessBusiness Assets, in each case, free and clear of all EncumbrancesLiens, except (i) as set forth in Section 3.8(a) of for Permitted Liens and except where the Disclosure Schedulefailure to have good, (ii) for liens for Taxes not yet due or being contested in good faith by appropriate proceedings valid and for which appropriate reserves are being maintained in accordance with GAAP, (iii) 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, and which are routinely and regularly extinguished by payment of the charges to which they relate and which do marketable title would not, individually or in the aggregate, materially impair reasonably be expected to be material to the continued use and operation of Business or the assets to which they relate in the BusinessGroup Companies, taken as a whole, as presently conducted and (iv) other imperfections of title or encumbrances, if any, 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. (b) Except as disclosed for Intellectual Property Rights (the sufficiency of which is addressed in Section 3.8(b3.13), the Business Assets are in reasonable operating condition (subject to ordinary wear and tear) in all material respects, and are reasonably suitable for the purposes for which they are presently used in the Business. (c) The Business Assets, together with all other rights of Buyer or the Group Companies pursuant to the Transaction Documents, and the Business Employees, together with the services and resources provided pursuant to the Transition Services Agreement, immediately after the Closing, will constitute all of the Disclosure Scheduleassets, the assets rights, properties and properties of the Business services used in or required to conduct and operate the Business in all material respects in the manner in which it is currently conducted have been taken and operated as a whole, reasonably maintained and are in good operating condition and repair (with the exception of normal wear and tear), and, to the best of the Company's knowledge, are, taken date hereof and as a whole, free from defects other than such minor defects of immediately prior to and 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 required for or currently used in connection with the operation of the Closing by Seller and its Subsidiaries (including the Group Companies). (d) The Business as it is presently conducted (the "Necessary Assets"), and, at the Closing the Associate Subsidiaries shall transfer to CNCO the ownership or right to use the Necessary Assets. Such assets, properties and rights, except for changes of assets, properties and rights in the ordinary course of businessEmployees, together with the assets of services and resources provided pursuant to the Company and the Associated Subsidiaries necessary for the Transitional Transition Services (as defined in Section 5.12)Agreement, are sufficient in skill and number, to permit the Group Companies to conduct the Business substantially in the same manner as it is currently being conductedoperated by the Seller Group Entities prior to and as of the Closing 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 Associated Subsidiaries have, Each of the Company and upon Closing will transfer to CNCO, the Operating Company has good and marketable valid title to all the material assets reflected on the Interim Balance Sheet or thereafter acquired, other than assets disposed of since the assets and properties (real and personal) constituting Balance Sheet Date in the Ordinary Course of Business, in each case free and clear of all EncumbrancesLiens, except (ia) such Liens as are set forth in Section 3.8(a) of the Disclosure ScheduleSchedule 4.13, (ii) for liens for Taxes not yet due or being contested in good faith by appropriate proceedings and for which appropriate reserves are being maintained in accordance with GAAP, (iiib) mechanics'’, carriers'’, workmen's’s, repairmen's ’s or other like liens Liens arising or incurred in the ordinary course Ordinary Course of businessBusiness, liens Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course Ordinary Course of businessBusiness, (c) Liens for Taxes that are not due and payable or that may thereafter be paid without penalty, and which are routinely and regularly extinguished by payment (d) other imperfections of the charges to which they relate and which do nottitle or encumbrances, if any, that, individually or in the aggregate, do not materially impair impair, and would not reasonably be expected to 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) other imperfections of title or encumbrances, if any, which do not, individually or in the aggregate, materially impair the continued use and operation conduct of the Business (the Liens described in clauses (a) through (d) of this Section 4.13 are 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 relate in the Businessare being put, taken as a whole, as presently conducted. (b) Except as disclosed in Section 3.8(b) of the Disclosure Schedule, the assets and properties of the Business 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 and safe condition and repair (with the exception of normal ordinary wear and teartear excepted), and, to are in the best possession of the Company's knowledge, are, taken as a whole, free from defects other than such minor defects as do not interfere with Company or the intended use thereof in Operating Company and are sufficient for the conduct of normal operations the Business. This Section 4.13 does not relate to real property or adversely affect interests in real property, such items being the resale value thereof. The Associated Subsidiaries own subject of Section 4.20, or have a right to use Intellectual Property, such items being the assets, properties, rights, know-how, processes and ability which are required for or currently used in connection with the operation subject of the Business as it is presently conducted (the "Necessary Assets"), and, at the Closing the Associate Subsidiaries shall transfer to CNCO the ownership or right to use the Necessary Assets. Such assets, properties and rights, except for changes of assets, properties and rights in the ordinary course of business, together with the assets of the Company and the Associated Subsidiaries necessary for the Transitional Services (as defined in Section 5.12), are sufficient to conduct the Business substantially as it is currently being conducted4.7.

Title to and Sufficiency of Assets. (a) The Associated As of the date hereof, the Company and its Subsidiaries haveown, and upon Closing as of the Effective Time the Company and its Subsidiaries will transfer to CNCOown, good and marketable title to all of the their assets and properties (real and personal) constituting the Businessexcluding, for purposes of this sentence, assets held under leases), free and clear of any and all EncumbrancesLiens, except (i) as set forth in the Company SEC Documents filed with the SEC prior to the date hereof or in Section 3.8(a) 3.17 of the Disclosure Schedule, (ii) for liens for Taxes not yet due or being contested in good faith by appropriate proceedings Company Letter and for which appropriate reserves are being maintained in accordance with GAAP, (iii) mechanics', carriers', workmen's, repairmen's or other like liens arising or incurred in except where 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 failure to which they relate and which do own such title would not, individually or in the aggregate, materially impair have a Material Adverse Effect on the continued use Company. 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 assets to which they relate in businesses of the Business, taken as a whole, Company as presently conducted and (iv) other imperfections of title or encumbrancesconducted, if any, which do except for such assets the failure to have would not, individually or in the aggregate, materially impair have a Material Adverse Effect on the continued use and operation of the assets to which they relate in the Business, taken as a whole, as presently conductedCompany. (b) Except as disclosed in Section 3.8(b) Neither the Company nor any of its Subsidiaries owns any Real Estate. All Real Estate assets held by the Disclosure Schedule, the assets Company and properties of the Business used to operate the Business in the manner in which it is currently conducted have been taken as a whole, reasonably maintained and its Subsidiaries under leases or subleases are in good operating condition and repair (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 required adequate for or currently used in connection with the operation of the Business businesses of the Company as it is presently conducted (the "Necessary Assets"), and, at the Closing the Associate Subsidiaries shall transfer to CNCO the ownership or right to use the Necessary Assets. Such assets, properties and rightsconducted, except for changes of assetssuch assets the failure to have would not, properties and rights individually or in the ordinary course 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 business, together with the assets businesses of the Company are in full force and effect and no event has occurred which with the Associated passage of time, the giving of notice, or both, would constitute a default or event of default by the Company or any of its Subsidiaries necessary for or, to the Transitional Services (as defined in Section 5.12)knowledge of the Company, are sufficient to conduct the Business substantially as it any other person who is currently being conducted.a party signatory thereto, other than such defaults