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

Title to, Sufficiency and Condition of Assets. (a) The Enhanced Entities have good and valid title to or a valid leasehold or licensed interest in all of their material assets, including all of the assets reflected on the Balance Sheet or acquired in the ordinary course of business since the date of the Balance Sheet, except those sold or otherwise disposed of for fair value since the date of the applicable Balance Sheet in the ordinary course of business consistent with past practice. The assets owned or leased by an Enhanced Entities constitute in all material respects all of the assets necessary for the Enhanced Entities to carry on their respective businesses as currently conducted. None of the assets owned or leased by an Enhanced Entity is subject to any Encumbrance, other than Permitted Encumbrances. (b) All tangible assets owned or leased by an Enhanced Entity have been maintained in all material respects in accordance with generally accepted industry practice, are in all material respects in good operating condition and repair, ordinary wear and tear excepted, and are adequate for the uses to which they are being put. (c) Except as set forth on Schedule 3.12(c), the Enhanced Entities exclusively own, free and clear of any and all Encumbrances, or otherwise have an exclusive, irrevocable and legally enforceable right, on a royalty-free basis, to perpetually use all performance records of the Enhanced Entities, the GP Entities and each Enhanced Advisory Client, including all data and other information underlying and supporting such records (collectively, “Performance Records”). This Section 3.12 does not relate to real property or interests in real property, such items being the subject of Section 3.13, or to Intellectual Property, such items being the subject of Section 3.14.

Title to, Sufficiency and Condition of Assets. (a) The Enhanced Entities Company and its Subsidiaries have good and valid title to or a valid leasehold or licensed interest in all of their material assets, including their business (fonds de commerce) and all of the assets reflected on the Balance Sheet Sheets or acquired in the ordinary course of business since the date of the Balance Sheet, except those sold or otherwise disposed of for fair value since the date respective dates of the applicable Balance Sheet Sheets in the ordinary course of business consistent with past practice. The assets owned or leased by an Enhanced Entities the Company and its Subsidiaries constitute in all material respects all of the assets necessary for the Enhanced Entities Company and its Subsidiaries to carry on their respective businesses as currently conducted. None of the assets owned or leased by an Enhanced Entity the Company or any of its Subsidiaries is subject to any Encumbrance, other than (i) liens for current Taxes and assessments not yet past due, (ii) mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice and (iii) any such matters of record, Encumbrances and other imperfections of title that do not, individually or in the aggregate, materially impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (collectively, “Permitted Encumbrances”). (b) All Except as set forth in Schedule 3.14(b), all tangible assets owned or leased by an Enhanced Entity the Company or its Subsidiaries have been maintained in all material respects in accordance with generally accepted industry practice, are in all material respects in good operating condition and repair, ordinary wear and tear excepted, and are adequate for the uses to which they are being put. (c) Except as set forth on Schedule 3.12(c), the Enhanced Entities exclusively own, free and clear of any and all Encumbrances, or otherwise have an exclusive, irrevocable and legally enforceable right, on a royalty-free basis, to perpetually use all performance records of the Enhanced Entities, the GP Entities and each Enhanced Advisory Client, including all data and other information underlying and supporting such records (collectively, “Performance Records”). This Section 3.12 3.14 does not relate to real property or interests in real property, such items being the subject of Section 3.133.15, or to Intellectual Property, such items being the subject of Section 3.143.16.

Title to, Sufficiency and Condition of Assets. (a) The Enhanced Entities Seller and its Subsidiaries, in the aggregate, have good and valid title to to, or a valid leasehold or licensed interest in all of their material assetslicense interests in, including all of the assets reflected on Purchased Assets material to the Balance Sheet or acquired in the ordinary course of business since the date operation of the Balance Sheet, except those sold or otherwise disposed of for fair value since the date of the applicable Balance Sheet in the ordinary course of business consistent with past practice. The assets owned or leased by an Enhanced Entities constitute in all material respects all of the assets necessary for the Enhanced Entities to carry on their respective businesses Business as currently conducted, free and clear of all Liens except for Permitted Liens. None Each Purchased Subsidiary has good title to, or valid leasehold or license interests in, all assets and properties of such Purchased Subsidiary material to the operation of the assets owned or leased by an Enhanced Entity is subject to any EncumbranceBusiness as currently conducted, other than in each case free and clear of all Liens except for Permitted EncumbrancesLiens. (b) All tangible Other than as set forth in Schedule 4.14(b) and subject to Section 3.06, the Purchased Assets and the assets owned and properties of the Purchased Subsidiaries, together with all other property and assets the benefit of which is to be provided to Buyer or leased the Purchased Subsidiaries pursuant to this Agreement and the other Transaction Documents (including the Intellectual Property License Agreement and the Transaction Services Agreement), immediately after the Initial Closing, will constitute all of the assets and properties required to operate the Business in all material respects in substantially the manner conducted on the date hereof by an Enhanced Entity Seller and its Subsidiaries (including the Purchased Subsidiaries). (c) The Purchased Assets and the assets and properties of the Purchased Subsidiaries have been maintained in all material respects in accordance with generally accepted industry practice, are in all material respects in good operating condition and repair, ordinary wear and tear excepted, and are adequate for the uses to which they are being put. (c) Except as set forth on Schedule 3.12(c), the Enhanced Entities exclusively own, free and clear of any and all Encumbrances, or otherwise have an exclusive, irrevocable and legally enforceable right, on a royalty-free basis, to perpetually use all performance records of the Enhanced Entities, the GP Entities and each Enhanced Advisory Client, including all data and other information underlying and supporting such records (collectively, “Performance Records”). This Section 3.12 does not relate to real property or interests in real property, such items being the subject of Section 3.13, or to Intellectual Property, such items being the subject of Section 3.14.

Title to, Sufficiency and Condition of Assets. (a) The Enhanced Entities Company and its Subsidiaries have good and valid title to or a valid leasehold or licensed interest in all of their material assets, including all of the assets reflected on the Balance Sheet or acquired in the ordinary course of business since the date of the Balance Sheet, except those sold or otherwise disposed of for fair value since the date of the applicable Balance Sheet in the ordinary course of business consistent with past practice. The assets owned or leased by an Enhanced Entities the Company and its Subsidiaries constitute in all material respects all of the assets reasonably necessary for the Enhanced Entities Company and its Subsidiaries to carry on their respective businesses as currently conducted. None of the assets owned or leased by an Enhanced Entity the Company or any of its Subsidiaries is subject to any Encumbrance, other than (i) liens for current taxes and assessments not yet past due or taxes or assessments being contested in good faith by appropriate proceedings and fully reserved against in the Interim Balance Sheet, (ii) landlords’ liens imposed by applicable Law, (iii) mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ liens and other similar liens imposed by applicable Law or arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice, (iv) those Encumbrances set forth on Schedule 3.12(a) of the Disclosure Schedules and (v) any such matters of record, Encumbrances and other imperfections of title that do not, individually or in the aggregate, materially impair the continued ownership, use and operation of the assets to which they relate (collectively, “Permitted Encumbrances”). (b) All tangible assets owned or leased by an Enhanced Entity have been maintained in all material respects in accordance with generally accepted industry practice, the Company or its Subsidiaries are in all material respects in good operating condition and repair, ordinary wear and tear excepted, and are adequate for the uses to which they are being put. (c) Except as set forth on Schedule 3.12(c), the Enhanced Entities exclusively own, free and clear of any and all Encumbrances, or otherwise have an exclusive, irrevocable and legally enforceable right, on a royalty-free basis, to perpetually use all performance records of the Enhanced Entities, the GP Entities and each Enhanced Advisory Client, including all data and other information underlying and supporting such records (collectively, “Performance Records”). This Section 3.12 does not relate to real property or interests in real property, such items being the subject of Section 3.13, or to Intellectual Property, such items being the subject of Section 3.14.

Title to, Sufficiency and Condition of Assets. (a) The Enhanced Entities Company and its Subsidiaries have good and valid title to or a valid leasehold or licensed interest in all of their material assets, including all of the assets reflected on the Balance Sheet or acquired in the ordinary course of business since the date of the Balance SheetSheet Date, except those sold or otherwise disposed of for fair value since the date of the applicable Balance Sheet Date in the ordinary course of business consistent with past practice. The assets owned or leased by an Enhanced Entities the Company and its Subsidiaries constitute in all material respects all of the assets necessary for the Enhanced Entities Company and its Subsidiaries to carry on their respective businesses as currently conducted. None of the assets owned or leased by an Enhanced Entity the Company or any of its Subsidiaries is subject to any Encumbrance, other than (i) liens for Taxes (A) not yet delinquent, or (B) being contested in good faith and for which adequate reserves have been established in accordance with GAAP, (ii) mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice and (iii) any matters of record, Encumbrances and other imperfections of title that do not, individually or in the aggregate, materially impair the continued ownership, use and operation of the assets of which they relate in the business of the Company as currently conducted (collectively, “Permitted Encumbrances”). (b) All tangible assets owned or leased by an Enhanced Entity the Company or its Subsidiaries have been maintained in all material respects in accordance with generally accepted industry practice, are in all material respects in good operating condition and repair, ordinary wear and tear excepted, and are adequate for the uses to which they are being put. (c) Except as set forth on Schedule 3.12(c), the Enhanced Entities exclusively own, free and clear of any and all Encumbrances, or otherwise have an exclusive, irrevocable and legally enforceable right, on a royalty-free basis, to perpetually use all performance records of the Enhanced Entities, the GP Entities and each Enhanced Advisory Client, including all data and other information underlying and supporting such records (collectively, “Performance Records”). This Section 3.12 does not relate to real property or interests in real property, such items being the subject of Section 3.13, or to Intellectual Property, such items being the subject of Section 3.14.

Title to, Sufficiency and Condition of Assets. (a) The Enhanced Entities Company and its Subsidiaries have good and valid title to to, or a valid leasehold or licensed interest in in, all of their material tangible assets, including all of the material tangible assets reflected on the Interim Balance Sheet or acquired in the ordinary course of business since the date of the Interim Balance Sheet, except those sold or otherwise disposed of for fair value since the date of the applicable Interim Balance Sheet in the ordinary course of business consistent with past practicebusiness. The None of the material tangible assets owned or leased by an Enhanced Entities constitute in all material respects all the Company or any of the assets necessary for the Enhanced Entities to carry on their respective businesses as currently conducted. None of the assets owned or leased by an Enhanced Entity its Subsidiaries is subject to any Encumbrance, other than (i) Encumbrances for current Taxes and assessments not yet due or the amount or the validity of which is being contested in good faith by appropriate proceedings by the Company or any Subsidiary, (ii) mechanics’, workmen’s, repairmen’s, warehousemen’s, carriers’ or other like Encumbrances arising or incurred in the ordinary course of business of the Company or such Subsidiary, (iii) with respect to leasehold interests, mortgages and other Encumbrances incurred, created, assumed or permitted to exist and arising by, through or under a landlord or owner of the leased real property, (iv) any such matters of record, Encumbrances and other imperfections of title that do not, individually or in the aggregate, materially impair the continued ownership, use and operation of the tangible assets to which they relate in the business of the Company and its Subsidiaries as currently conducted or (v) limitations on the rights of the Company or its Subsidiaries under any Contract that are expressly set forth in such contract (collectively, “Permitted Encumbrances”). (b) All material tangible assets owned or leased by an Enhanced Entity have been maintained in all material respects in accordance with generally accepted industry practice, the Company or its Subsidiaries are in all material respects in good operating condition and repair, ordinary wear and tear excepted, and are adequate for the uses to which they are being put. (c) Except as set forth on Schedule 3.12(c), the Enhanced Entities exclusively own, free and clear of any and all Encumbrances, or otherwise have an exclusive, irrevocable and legally enforceable right, on a royalty-free basis, to perpetually use all performance records of the Enhanced Entities, the GP Entities and each Enhanced Advisory Client, including all data and other information underlying and supporting such records (collectively, “Performance Records”). This Section 3.12 does not relate to real property or interests in real property, such items being the subject of Section 3.13, or to Intellectual Property, such items being the subject of Section 3.14.

Title to, Sufficiency and Condition of Assets. (a) The Enhanced Entities have Company has good and valid title to or a valid leasehold or licensed interest in all of their material assets, including all of the assets reflected on the Balance Sheet or acquired in the ordinary course Ordinary Course of business Business since the date of the Balance Sheet, except those sold or otherwise disposed of for fair value since the date of the applicable Balance Sheet in the ordinary course Ordinary Course of business Business consistent with past practice. The assets owned or leased by an Enhanced Entities constitute in all material respects the Company constitutes all of the assets necessary for the Enhanced Entities Company to carry on their respective businesses its business as currently conducted. None of the assets owned or leased by an Enhanced Entity the Company is subject to any Encumbrance, other than (x) Encumbrances that will be released effective as of the Closing, which are set forth on Schedule 3.13(a) of the Disclosure Schedules, and (y) (i) liens for Taxes not yet past due or being contested in good faith by appropriate procedures and for which adequate reserves have been established in accordance with GAAP, (ii) mechanics’, workmen’s, repairmen’s, warehousemen’s, carriers’ and similar statutory liens arising or incurred in the Ordinary Course of Business of the Company for amounts which adequate reserves have been established in accordance with GAAP, (iii) any such matters of record, Encumbrances and other imperfections of title that do not materially impair the continued ownership, use and operation of the assets to which they relate in the business of the Company as currently conducted, (iv) zoning, entitlement, building and other land use regulations imposed by any Governmental Authority having jurisdiction over the Leased Real Property that are not violated by the current use and operation of the Leased Real Property, (v) Encumbrances arising under worker’s compensation, unemployment insurance, social security, retirement, and similar legislation, (vi) purchase money Encumbrances and Encumbrances securing rental payments under capital lease arrangements, (vii) non-exclusive licenses of Intellectual Property entered into in the Ordinary Course of Business, and (viii) other Encumbrances arising in the Ordinary Course of Business and not incurred in connection with the borrowing of money that are not, individually or in the aggregate, material to the Company (collectively, items (i) through (viii), the “Permitted Encumbrances”). (b) All tangible assets owned or leased by an Enhanced Entity the Company have been maintained in all material respects in accordance with generally accepted industry practice, are in all material respects in good operating condition and repair, ordinary wear and tear excepted, and are adequate for the uses to which they are being put. (c) Except as set forth on Schedule 3.12(c), the Enhanced Entities exclusively own, free and clear of any and all Encumbrances, or otherwise have an exclusive, irrevocable and legally enforceable right, on a royalty-free basis, to perpetually use all performance records of the Enhanced Entities, the GP Entities and each Enhanced Advisory Client, including all data and other information underlying and supporting such records (collectively, “Performance Records”). This Section 3.12 does not relate to real property or interests in real property, such items being the subject of Section 3.13, or to Intellectual Property, such items being the subject of Section 3.14.

Title to, Sufficiency and Condition of Assets. (a) The Enhanced Entities Company and its Subsidiaries have good and valid title to or a valid leasehold or licensed interest in all of their material assets, including all of the assets reflected on the Balance Sheet or acquired in the ordinary course of business since the date of the Balance SheetSheet Date, except those sold or otherwise disposed of for fair value since the date of the applicable Balance Sheet Date in the ordinary course of business consistent with past practice. The assets owned or leased by an Enhanced Entities the Company and its Subsidiaries constitute in all material respects all of the assets reasonably necessary for the Enhanced Entities Company and its Subsidiaries to carry on their respective businesses as currently conducted. None of the assets owned or leased by an Enhanced Entity the Company or any of its Subsidiaries is subject to any Encumbrance, other than (i) liens for Taxes not yet past due or being contested in good faith by appropriate procedures, in each case for which adequate reserves have been established in accordance with GAAP, (ii) mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice and (iii) any such matters of record, Encumbrances and other imperfections of title that do not, individually or in the aggregate, materially impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (collectively, “Permitted Encumbrances”). (b) All tangible assets owned or leased by an Enhanced Entity the Company or its Subsidiaries have been maintained in all material respects in accordance with generally accepted industry practice, are in all material respects in good operating condition and repair, ordinary wear and tear excepted, and are adequate for the uses to which they are being put. (c) Except as set forth on Schedule 3.12(c), the Enhanced Entities exclusively own, free and clear of any and all Encumbrances, or otherwise have an exclusive, irrevocable and legally enforceable right, on a royalty-free basis, to perpetually use all performance records of the Enhanced Entities, the GP Entities and each Enhanced Advisory Client, including all data and other information underlying and supporting such records (collectively, “Performance Records”). This Section 3.12 3.14 does not relate to real property or interests in real property, such items being the subject of Section 3.133.15, or to Intellectual Property, such items being the subject of Section 3.143.16.

Title to, Sufficiency and Condition of Assets. (a) The Enhanced Entities have Company has good and valid title to or a valid leasehold or licensed interest in all of their material assets, including all of the assets reflected on the Balance Sheet or acquired in the ordinary course of business since the date of the Balance SheetSheet Date, except those sold or otherwise disposed of for fair value since the date of the applicable Balance Sheet Date in the ordinary course of business consistent with past practice. The assets owned or leased by an Enhanced Entities the Company constitute in all material respects all of the assets necessary for the Enhanced Entities Company to carry on their respective its businesses as currently conducted. None of the assets owned or leased by an Enhanced Entity the Company is subject to any Encumbrance, other than (i) liens for Taxes not yet delinquent or which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (as modified by the Company’s accounting practices set forth in Schedule 3.6(a) of the Disclosure Schedules), (ii) mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ liens arising in the ordinary course of business of the Company consistent with past practice and (iii) any such matters of record, Encumbrances and other imperfections of title that do not, individually or in the aggregate, materially impair the continued ownership, use and operation of the assets to which they relate in the business of the Company as currently conducted (collectively, “Permitted Encumbrances”). (b) All tangible assets owned or leased by an Enhanced Entity the Company have been maintained in all material respects in accordance with generally accepted industry practice, are in all material respects in good operating condition and repair, ordinary wear and tear excepted, and are adequate for the uses to which they are being put. (c) Except as set forth on Schedule 3.12(c), the Enhanced Entities exclusively own, free and clear of any and all Encumbrances, or otherwise have an exclusive, irrevocable and legally enforceable right, on a royalty-free basis, to perpetually use all performance records of the Enhanced Entities, the GP Entities and each Enhanced Advisory Client, including all data and other information underlying and supporting such records (collectively, “Performance Records”). This Section 3.12 does not relate to real property or interests in real property, such items being the subject of Section 3.13, or to Intellectual Property, such items being the subject of Section 3.14.