Common use of Title to Assets, Properties and Rights Clause in Contracts

Title to Assets, Properties and Rights. The Company (or a Subsidiary of the Company) has good and marketable title (or a valid leasehold interest) to all of the Assets and Properties (whether real, personal or mixed) necessary for the conduct of the business of Company and its Subsidiaries substantially as now conducted, free and clear of all Encumbrances, except for (i) liens for current taxes, assessments and other governmental charges not yet due and payable or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded for which reserves have been established as required by GAAP or SAP; (ii) easements, covenants, conditions and restrictions (whether or not of record) as to which no material violation or encroachment exists or, if such violation or encroachment exists, as to which the cure of such violation or encroachment would not materially interfere with the conduct of the Company's business; (iii) any zoning or other governmentally established restrictions or encumbrances; (iv) workers or unemployment compensation liens arising in the ordinary course of business; (v) carriers', landlords', mechanic's, materialman's, supplier's, vendor's or similar liens arising in the ordinary course of business securing amounts which are not delinquent, which remain payable without penalty or which are being contested in good faith and by appropriate proceedings, (vi) purchase money liens on any office equipment hereafter acquired or the assumption of any lien on such office equipment; or (vii) Encumbrances disclosed on Schedule 3.12 or any minor imperfection of title or Encumbrances which, individually or in the aggregate with other Encumbrances, do not and could not reasonably be expected to materially impair the use or value of the Assets and Properties of the Company and its Subsidiaries. Such Assets and Properties are in such operating condition and repair as is suitable for the uses for which they are used in the Company's business, are not subject to any condition which materially interferes with the use thereof by the Company or a Subsidiary of Company, as the case may be, and constitute all assets, properties, interests in properties and rights necessary to permit the Company and its Subsidiaries to carry on their business after the Closing substantially as conducted by the Company and its Subsidiaries prior thereto.

Title to Assets, Properties and Rights. The Company (or a Subsidiary of the Company) Stratus has good and marketable title (or a valid leasehold interest) to all of the Assets and Properties assets (whether real, personal or mixed) necessary for the conduct of the Stratus's business of Company and its Subsidiaries substantially as now conducted, free and clear of all Encumbrances, except for (i) liens for current taxes, assessments and other governmental charges not yet due and payable or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded for which reserves have been established as required by GAAP or SAPgenerally accepted accounting principles; (ii) easements, covenants, conditions and restrictions (whether or not of record) as to which no material violation or encroachment exists or, if such violation or encroachment exists, as to which the cure of such violation or encroachment would not materially interfere with the conduct of the CompanyStratus's business; (iii) any zoning Zoning or other governmentally established restrictions or encumbrances; (iv) workers or unemployment compensation liens arising in the ordinary course of business; or (v) carriers', landlords', mechanic's, materialman's, supplier's, vendor's or similar liens arising in the ordinary course of business securing amounts which are not delinquent, which remain payable without penalty or which are being contested in good faith and by appropriate proceedings, . (vi) purchase money liens on any office equipment hereafter acquired or the assumption of any lien on such office equipment; or (vii) Encumbrances disclosed on Schedule 3.12 or any minor imperfection of title or Encumbrances which, individually or The matters set forth in the aggregate with other foregoing clauses (i) through (v) being referred to herein as the "Permitted Encumbrances, do not and could not reasonably be expected to materially impair the use or value of the Assets and Properties of the Company and its Subsidiaries"). Such Assets and Properties assets are in such operating condition and repair as is suitable for the uses for which they are used in the CompanyStratus's business, are not subject to any condition which materially interferes with the use thereof by the Company or a Subsidiary of Company, as the case may beStratus, and constitute all assets, properties, interests in properties and rights necessary to permit the Company and its Subsidiaries Stratus to carry on their its business after the Closing date of this Agreement substantially as conducted by the Company and its Subsidiaries Stratus prior thereto.

Title to Assets, Properties and Rights. The Company (or a Subsidiary of the Company) Stratus has good and marketable title (or a valid leasehold interest) to all of the Assets and Properties assets (whether real, personal or mixed) necessary for the conduct of the Stratus' business of Company and its Subsidiaries substantially as now conducted, free and clear of all Encumbrances, except for (i) liens for current taxes, assessments and other governmental charges not yet due and payable or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded for which reserves have been established as required by GAAP or SAPgenerally accepted accounting principles; (ii) easements, covenants, conditions and restrictions (whether or not of record) as to which no material violation or encroachment exists or, if such violation or encroachment exists, as to which the cure of such violation or encroachment would not materially interfere with the conduct of the Company's Stratus' business; (iii) any zoning Zoning or other governmentally established restrictions or encumbrances; (iv) workers or unemployment compensation liens arising in the ordinary course of business; or (v) carriers', landlords', mechanic's, materialman's, supplier's, vendor's or similar liens arising in the ordinary course of business securing amounts which are not delinquent, which remain payable without penalty or which are being contested in good faith and by appropriate proceedings, . (vi) purchase money liens on any office equipment hereafter acquired or the assumption of any lien on such office equipment; or (vii) Encumbrances disclosed on Schedule 3.12 or any minor imperfection of title or Encumbrances which, individually or The matters set forth in the aggregate with other foregoing clauses (i) through (v) being referred to herein as the "Permitted Encumbrances, do not and could not reasonably be expected to materially impair the use or value of the Assets and Properties of the Company and its Subsidiaries"). Such Assets and Properties assets are in such operating condition and repair as is suitable for the uses for which they are used in the Company's Stratus' business, are not subject to any condition which materially interferes with the use thereof by the Company or a Subsidiary of Company, as the case may beStratus, and constitute all assets, properties, interests in properties and rights necessary to permit the Company and its Subsidiaries Stratus to carry on their its business after the Closing date of this Agreement substantially as conducted by the Company and its Subsidiaries Stratus prior thereto.

Title to Assets, Properties and Rights. The Company (or a Subsidiary Each of the Company) Company and its Subsidiaries has good and marketable title (or a valid leasehold interest) to all of the Assets and Properties assets (whether real, personal or mixed) necessary for the conduct of the its business of Company and its Subsidiaries substantially as now conducted, free and clear of all Encumbrances, except for (i) liens for current taxes, assessments and other governmental charges not yet due and payable or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded for which reserves have been established as required by GAAP or SAPGAAP; (ii) easements, covenants, conditions and restrictions (whether or not of record) as to which no material violation or encroachment exists or, if such violation or encroachment exists, as to which the cure of such violation or encroachment would not materially interfere with the conduct of the Company's business; (iii) any zoning or other governmentally established restrictions or encumbrances; (iv) workers or unemployment compensation liens arising in the ordinary course of business; or (v) carriers', landlords', mechanic's, materialman's, supplier's, vendor's or similar liens arising in the ordinary course of business securing amounts which are not delinquent, which remain payable without penalty or which are being contested in good faith and by appropriate proceedings, . (vi) purchase money liens on any office equipment hereafter acquired or the assumption of any lien on such office equipment; or (vii) Encumbrances disclosed on Schedule 3.12 or any minor imperfection of title or Encumbrances which, individually or The matters set forth in the aggregate with other foregoing clauses (i) through (v) being referred to herein as the "Permitted Encumbrances, do not and could not reasonably be expected to materially impair the use or value of the Assets and Properties of the Company and its Subsidiaries"). Such Assets and Properties assets are in such operating condition and repair as is suitable for the uses for which they are used in the Company's or its Subsidiaries' business, as applicable, are not subject to any condition which materially interferes with the use thereof by the Company or a Subsidiary any of Companyits Subsidiaries, as the case may beapplicable, and constitute all assets, properties, interests in properties and rights necessary to permit the Company and its Subsidiaries to carry on their business after the Closing substantially as conducted by the Company and its Subsidiaries them prior thereto.