Common use of Title to Assets; Sufficiency Clause in Contracts

Title to Assets; Sufficiency. (a) Schedule 5.18 lists all of the material items of real property (including Easements) and material pipelines, equipment and other tangible personal property used in the conduct of the business of NOARK and the NOARK Subsidiaries. NOARK or one of the NOARK Subsidiaries owns good title to the property included on Schedule 5.18 (other than Easements) free and clear of all Liens other than Permitted Liens. The real and tangible personal property listed on Schedule 5.18, together with the other real and personal property owned or leased by NOARK and the NOARK Subsidiaries, include all real property and tangible personal property that are necessary for NOARK and the NOARK Subsidiaries to conduct their respective businesses in substantially the same manner as the Business currently is being conducted. (b) The business of NOARK and each of the NOARK Subsidiaries has and is being operated in a manner that does not violate (in any manner that would, or that could reasonably be expected to, have a Material Adverse Effect on the NOARK Group, taken as a whole) the terms of any easements, rights of way, permits, servitudes, licenses, leasehold estates and similar rights related to real property (collectively, “Easements”) used by NOARK and the NOARK Subsidiaries in the ordinary operation of its business as currently conducted. All Easements are valid and enforceable, except as the enforceability thereof may be affected by bankruptcy, insolvency or other Laws of general applicability affecting the rights of creditors generally or principles of equity, and grant the rights purported to be granted thereby and all rights necessary thereunder for the current operation of such businesses, except where the failure of any such Easement to be valid and enforceable or to grant the rights purported to be granted thereby or necessary thereunder would not have a Material Adverse Effect on the NOARK Group, taken as a whole. There are no gaps in the Easements, other than gaps that would not reasonably be expected to materially impair the conduct of the business of NOARK or any of the NOARK Subsidiaries as currently conducted, and no part of the material tangible assets of NOARK or the NOARK Subsidiaries is located on property that is not owned in fee by NOARK or one of the NOARK Subsidiaries or subject to an Easement in favor of NOARK or one of the NOARK Subsidiaries.

Title to Assets; Sufficiency. Except for Permitted Liens, Seller has good and marketable title to (aor, in the case of Assets that are leased, valid leasehold interests in) Schedule 5.18 lists and possession of all of the material items Assets, free and clear of real property (including Easements) all Liens. Upon Closing, Buyer will have good and material pipelines, equipment marketable title to and other tangible personal property used in the conduct possession of the business of NOARK and the NOARK Subsidiaries. NOARK or one of the NOARK Subsidiaries owns good title to the property included on Schedule 5.18 (other than Easements) Assets, free and clear of all Liens (except for Permitted Liens other than those designated Permitted LiensLiens described on Schedule 5.4, which will be terminated, released, removed or ------------ satisfied by the Closing Date). The Except for the Excluded Assets and except for the absence of various easements, apartment access agreements and/or commercial service agreements permitting Seller to locate cable on real property owned by third parties which individually or in the aggregate does not and will not have a material adverse effect on any of the Assets, the operation of any System or the financial condition or business of any System, the Assets constitute all property and rights, real and personal, tangible personal property listed and intangible, necessary or required to operate the Business as currently operated and conducted and to prepare and render complete and accurate invoices to the subscribers of the Systems and customers of the Business as currently prepared and rendered. Except as set forth on Schedule 5.185.4, together Seller has not signed any Uniform Commercial Code ------------ financing statement or any security agreement or mortgage or similar agreement authorizing any Person to file any financing statement or claim any security interest or lien with respect to any of the Assets. Seller has no properties or assets used or held for use in the Business that are not included in the Assets, other real than the Excluded Assets; and personal property owned or leased by NOARK and except for the NOARK SubsidiariesExcluded Assets, the Assets to be transferred to Buyer at the Closing include all real Equipment, Contracts, Franchises, Licenses and other property and tangible personal property that are assets necessary for NOARK and the NOARK Subsidiaries to conduct their respective businesses of the Business in the ordinary course of business in substantially the same manner as conducted prior to the Business currently is being conductedClosing Date. (b) The business of NOARK and each of the NOARK Subsidiaries has and is being operated in a manner that does not violate (in any manner that would, or that could reasonably be expected to, have a Material Adverse Effect on the NOARK Group, taken as a whole) the terms of any easements, rights of way, permits, servitudes, licenses, leasehold estates and similar rights related to real property (collectively, “Easements”) used by NOARK and the NOARK Subsidiaries in the ordinary operation of its business as currently conducted. All Easements are valid and enforceable, except as the enforceability thereof may be affected by bankruptcy, insolvency or other Laws of general applicability affecting the rights of creditors generally or principles of equity, and grant the rights purported to be granted thereby and all rights necessary thereunder for the current operation of such businesses, except where the failure of any such Easement to be valid and enforceable or to grant the rights purported to be granted thereby or necessary thereunder would not have a Material Adverse Effect on the NOARK Group, taken as a whole. There are no gaps in the Easements, other than gaps that would not reasonably be expected to materially impair the conduct of the business of NOARK or any of the NOARK Subsidiaries as currently conducted, and no part of the material tangible assets of NOARK or the NOARK Subsidiaries is located on property that is not owned in fee by NOARK or one of the NOARK Subsidiaries or subject to an Easement in favor of NOARK or one of the NOARK Subsidiaries.