Common use of Title to Assets; Sufficiency Clause in Contracts

Title to Assets; Sufficiency. Except for Permitted Liens, Seller has good and marketable title to (or, in the case of Assets that are leased, valid leasehold interests in) and possession of all of the Assets, free and clear of all Liens. Upon Closing, Buyer will have good and marketable title to and possession of the Assets, free and clear of all Liens (except for Permitted Liens other than those designated Permitted Liens described on Schedule 5.4, which will be terminated, released, removed or satisfied by the ------------ Closing Date). 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 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; provided, however, that support for the billing system currently used by the --------- ------- Business may not be available after December 31, 1996. Except as set forth on Schedule 5.4, 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 than the Excluded Assets; and except for the Excluded Assets, the Assets to be transferred to Buyer at the Closing include all Equipment, Contracts, Franchises, Licenses and other property and assets necessary for the conduct of the Business in the ordinary course of business in substantially the same manner as conducted prior to the Closing Date.

Title to Assets; Sufficiency. Except for Permitted Liens, Seller has good and marketable title to (or, in the case of Assets that are leased, valid leasehold interests in) and possession of all of the Assets, free and clear of all Liens. Upon Closing, Buyer will have good and marketable title to and possession of the Assets, free and clear of all Liens (except for Permitted Liens other than those designated Permitted Liens described on Schedule 5.4, which will be terminated, released, removed or ------------ satisfied by the ------------ Closing Date). 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 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; provided, however, that support for the billing system currently used by the --------- ------- Business may not be available after December 31, 1996. Except as set forth on Schedule 5.4, 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 than the Excluded Assets; and except for the Excluded Assets, the Assets to be transferred to Buyer at the Closing include all Equipment, Contracts, Franchises, Licenses and other property and assets necessary for the conduct of the Business in the ordinary course of business in substantially the same manner as conducted prior to the Closing Date.