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

Title to, Condition and Sufficiency of Assets. (a) The Company has good title to, or valid leasehold interest in all of its tangible properties, and interests in tangible properties and assets, real and personal, reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date (except tangible properties and assets, or interests in tangible properties and assets, sold or otherwise disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practice), or, with respect to leased properties and assets, valid leasehold interests in such properties and assets that afford the Company valid leasehold possession of the properties and assets that are the subject of such leases, in each case, free and clear of all Encumbrances, except Permitted Encumbrances. Schedule 2.8(a) of the Company Disclosure Letter identifies each parcel of real property leased by the Company. The Company has Made Available to Acquirer true, correct and complete copies of all leases, subleases and other agreements under which the Company uses or occupies or has the right to use or occupy, now or in the future, any real property or facility, including all modifications, amendments and supplements thereto. The Company does not currently own any real property.

Title to, Condition and Sufficiency of Assets. (a) The Company has good title to, or valid leasehold interest in all of its tangible properties, and interests in tangible properties and assets, real and personal, reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date (except tangible properties and assets, or interests in tangible properties and assets, sold or otherwise disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practice), or, with respect to leased properties and assets, valid leasehold interests in such properties and assets that which afford the Company valid leasehold possession of the properties and assets that are the subject of such leases, in each case, free and clear of all Encumbrances, except (i) Permitted EncumbrancesEncumbrances or (ii) liens securing indebtedness that is reflected on the Company Balance Sheet. Schedule 2.8(a) of the Company Disclosure Letter identifies each parcel of real property leased by the Company. The Company has Made Available heretofore made available to Acquirer Acquirer’s counsel true, correct and complete copies of all leases, subleases and other agreements under which the Company uses or occupies or has the right to use or occupy, now or in the future, any real property or facility, including all modifications, amendments and supplements thereto. The Company does not currently own any real property.

Title to, Condition and Sufficiency of Assets. (a) The Company and each Subsidiary has good title to, or valid leasehold interest in all of its tangible properties, and interests in tangible properties and assets, real and personal, reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date (except tangible properties and assets, or interests in tangible properties and assets, sold or otherwise disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practice), or, with respect to leased properties and assets, valid leasehold interests in such properties and assets that afford the Company and/or any Subsidiary, as applicable, valid leasehold possession of the properties and assets that are the subject of such leases, in each case, free and clear of all Encumbrances, except Permitted Encumbrances. Schedule 2.8(a) of the Company Disclosure Letter identifies each parcel of real property leased by the CompanyCompany or any Subsidiary. The Company has Made Available made available to Acquirer true, correct and complete copies of all leases, subleases and other agreements under which the Company or any Subsidiary uses or occupies or has the right to use or occupy, now or in the future, any real property or facility, including all modifications, amendments and supplements thereto. The Neither the Company does not nor any Subsidiary currently own owns any real property.

Title to, Condition and Sufficiency of Assets. (a) The Company has good title to, or valid leasehold interest (including any licenses) in all of its tangible properties, and interests in tangible properties and assets, real and personal, whether reflected on the Company Balance Sheet or not or acquired after the Company Balance Sheet Date (except tangible properties and assets, or interests in tangible properties and assets, sold or otherwise disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practice), or, with respect to leased or licensed properties and assets, valid leasehold or licensed interests in such properties and assets that afford the Company valid leasehold possession and use of the properties and assets that are the subject of such leases, in each case, free and clear of all Encumbrances, except Permitted Encumbrances. Schedule 2.8(a) of the Company Disclosure Letter identifies each parcel of real property leased or other property licensed by the Company. The Company has Made Available provided to Acquirer true, correct and complete copies of all leases, subleases subleases, licenses and other agreements under which the Company uses or occupies or has the right to use or occupy, now or in the future, any property or real property or facility, including all modifications, amendments and supplements thereto. The Company does not currently own any real property.

Title to, Condition and Sufficiency of Assets. (a) The Company has good title to, or valid leasehold interest (including any licenses) in all of its tangible properties, and interests in tangible properties and assets, real and personal, whether reflected on the Company Balance Sheet or not or acquired after the Company Balance Sheet Date (except tangible properties and assets, or interests in tangible properties and assets, sold or otherwise disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practice), or, with respect to leased or licensed properties and assets, valid leasehold or licensed interests in such properties and assets that afford the Company valid leasehold possession and use of the properties and assets that are the subject of such leases, in each case, free and clear of all EncumbrancesLiens, except Permitted EncumbrancesLiens. Schedule 2.8(a) of the Company Disclosure Letter Schedule identifies each parcel of real property leased or other property licensed by the Company, excluding standard “shrink-wrap” licenses. The Company has Made Available provided to Acquirer Purchaser true, correct and complete copies of all leases, subleases subleases, licenses and other agreements under which the Company uses or occupies or has the right to use or occupy, now or in the future, any property or real property or facilityfacility (as applicable), including all modifications, amendments and supplements thereto. The Company does not currently own any real property.

Title to, Condition and Sufficiency of Assets. (a) The Company and each of its Subsidiaries has good title to, or valid leasehold interest in all of its tangible respective properties, and interests in tangible properties and assets, real and personal, reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date (except tangible properties and assets, or interests in tangible properties and assets, sold or otherwise disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practice), or, with respect to leased properties and assets, valid leasehold interests in such properties and assets that afford the Company or Subsidiary, as applicable, valid leasehold possession of the properties and assets that are the subject of such leases, in each case, free and clear of all Encumbrances, except Permitted Encumbrances. Schedule 2.8(a3.8(a) of the Company Disclosure Letter identifies each parcel of real property leased by the CompanyCompany and each of its Subsidiaries. The Company has Made Available provided to Acquirer Purchaser true, correct and complete copies of all leases, subleases and other agreements under which the Company and each Subsidiary, as applicable, uses or occupies or has the right to use or occupy, now or in the future, any real property or facility, including all modifications, amendments and supplements thereto. The Neither the Company does not currently own nor any Subsidiary owns any real property or has ever owned any real property.

Title to, Condition and Sufficiency of Assets. (a) The Company and each Subsidiary has good title to, or valid leasehold interest interests in all of its tangible propertiesrespective properties (other than assets constituting Company Intellectual Property), and such interests in tangible such properties and assets, real and personal, reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date (except tangible properties and assets, or interests in tangible properties and assets, sold or otherwise disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practice), or, with respect to leased properties and assets, such valid leasehold interests in such properties and assets that afford the Company valid leasehold possession of the properties and assets that are the subject of such leases, in each case, are free and clear of all Encumbrances, except Permitted Encumbrances. Schedule 2.8(a) of the Company Disclosure Letter identifies each parcel of real property leased by the Company. The Company has Made Available made available to Acquirer true, correct and complete copies of all leases, subleases and other agreements under which the Company or any Subsidiary uses or occupies or has the right to use or occupy, now or in the future, any real property or facility, including all modifications, amendments and supplements thereto. The None of the Company does not or any Subsidiary currently own any real property.

Title to, Condition and Sufficiency of Assets. (a) The Company and each of its Subsidiaries has good title to, or valid leasehold interest in all of its tangible respective properties, and interests in tangible properties and assets, real and personal, reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date (except tangible properties and assets, or interests in tangible properties and assets, sold or otherwise disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practice), or, with respect to leased properties and assets, valid leasehold interests in such properties and assets that afford the Company or Subsidiary, as applicable, valid leasehold possession of the properties and assets that are the subject of such leases, in each case, free and clear of all Encumbrances, except Permitted Encumbrances. Schedule 2.8(a3.8(a) of the Company Disclosure Letter identifies each parcel of real property leased by the CompanyCompany and each of its Subsidiaries. The Company has Made Available provided to Acquirer Parent true, correct and complete copies of all leases, subleases and other agreements under which the Company and each Subsidiary, as applicable, uses or occupies or has the right to use or occupy, now or in the future, any real property or facility, including all modifications, amendments and supplements thereto. The Neither the Company does not currently own nor any Subsidiary owns any real property or has ever owned any real property.