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

Title to, Sufficiency and Condition of Assets. (a) Except for matters as have had or would reasonably be expected to have a Company Material Adverse Effect, the Company and its Subsidiaries have good and valid title to or a valid leasehold interest in all of their assets, including all of the assets reflected on the financial statements of the Company or acquired in the ordinary course of business since March 31, 2013, except those sold or otherwise disposed of for fair value since March 31, 2013 in the ordinary course of business consistent with past practice. The assets owned or leased by the Company and its Subsidiaries constitute all of the assets necessary for the Company and its Subsidiaries to carry on their respective businesses as currently conducted other than the lack of any assets that has not had or would not reasonably be expected to have a Company Material Adverse Effect. None of the assets owned or leased by the Company or any of its Subsidiaries is subject to any Encumbrance, other than (i) liens for Taxes not yet past due or delinquent or the validity of which are being contested in good faith by appropriate proceedings and, in either 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 relating to obligations as to which there is no default on the part of the Company or any of its Subsidiaries, (iii) Encumbrances set forth on Section 3.14(a) of the Company Disclosure Schedules, and (iv) Encumbrances that would not reasonably be expected to have a Company Material Adverse Effect (collectively, “Permitted Encumbrances”).

Title to, Sufficiency and Condition of Assets. (a) Except for matters as have had or would reasonably be expected to have a Company Material Adverse Effect, the Company and its Subsidiaries The Group Companies have good and valid title to or a valid leasehold interest in all of their material assets, including all of the assets reflected on the financial statements of the Company Balance Sheet or acquired in the ordinary course of business since March 31, 2013the date of the Balance Sheet, except those sold or otherwise disposed of for fair value since March 31, 2013 the date of the Balance Sheet in the ordinary course of business consistent with past practice. The assets owned or leased by the Company and its Subsidiaries Group Companies constitute all of the material assets necessary for the Company and its Subsidiaries Group Companies to carry on their respective businesses as currently conducted other than the lack of any assets that has not had or would not reasonably be expected to have a Company Material Adverse Effectconducted. None of the material assets owned or leased by the Company or any of its Subsidiaries Group Companies is subject to any Encumbrance, other than (i) liens for Taxes not yet past due and payable or delinquent or the validity of which are being contested in good faith by appropriate proceedings and, in either each case, for which adequate reserves have been established in accordance with GAAP, (ii) landlords’, mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ liens arising in the ordinary course of business of the Company or such Subsidiary Group Companies consistent with past practice relating to obligations as to which there is no default on the part of the Company or any of its Subsidiariespractice, (iii) zoning restrictions, any such matters of record, Encumbrances set forth on Section 3.14(a) and other imperfections of title that do not, individually or in the aggregate, materially impair the continued ownership, use and operation of the Company Disclosure Schedulesassets to which they relate in the business of the Group Companies as currently conducted, (iv) liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, (v) mortgages and security interests securing Indebtedness which will be released at the Closing, and (ivvi) Encumbrances that would not reasonably be expected liens relating to have a Company Material Adverse Effect the transferability of securities under applicable securities Laws (collectively, “Permitted Encumbrances”). The Group Companies exclusively own or otherwise have an exclusive, irrevocable and legally enforceable right, on a royalty-free basis, to perpetually use all performance records of the Clients or composites of performance records of multiple Clients, including all data and other information underlying and supporting such records.

Title to, Sufficiency and Condition of Assets. (a) Except for matters as have had or would reasonably be expected to have a The Company Material Adverse Effect, the Company and its Subsidiaries have has good and valid title to or a valid leasehold interest in all of their assets, including all of the assets reflected on the financial statements of the Company Balance Sheet or acquired in the ordinary course Ordinary Course of business Business since March 31, 2013the date of the Balance Sheet, except those sold or otherwise disposed of for fair value since March 31, 2013 the date of the Balance Sheet in the ordinary course Ordinary Course of business Business consistent with past practice. The assets owned or leased by the Company and its Subsidiaries constitute constitutes all of the assets necessary for the Company and its Subsidiaries to carry on their respective businesses its business as currently conducted other than the lack of any assets that has not had or would not reasonably be expected to have a Company Material Adverse Effectconducted. None of the assets owned or leased by the Company or any of its Subsidiaries 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 delinquent or the validity of which are being contested in good faith by appropriate proceedings and, in either case, procedures and for which adequate reserves have been established in accordance with GAAP, (ii) mechanics’, workmen’s, repairmen’s, warehousemen’s and ’s, carriers’ and similar statutory liens arising or incurred in the ordinary course 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 or such Subsidiary consistent with past practice relating to obligations as to which there is no default on currently conducted, (iv) zoning, entitlement, building and other land use regulations imposed by any Governmental Authority having jurisdiction over the part Leased Real Property that are not violated by the current use and operation of the Company or any of its SubsidiariesLeased Real Property, (iiiv) Encumbrances set forth on Section 3.14(aarising 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 Company Disclosure SchedulesOrdinary Course of Business, and (ivviii) other Encumbrances arising in the Ordinary Course of Business and not incurred in connection with the borrowing of money that would not reasonably be expected are not, individually or in the aggregate, material to have a the Company Material Adverse Effect (collectively, items (i) through (viii), the “Permitted Encumbrances”).

Title to, Sufficiency and Condition of Assets. (a) Except for matters as have had or would reasonably be expected to have a Company Material Adverse Effect, the The Company and its Subsidiaries have good and valid title to to, or a valid leasehold interest in in, all of their material tangible assets, including all of the material tangible assets reflected on the financial statements of the Company Interim Balance Sheet or acquired in the ordinary course of business since March 31, 2013the date of the Interim Balance Sheet, except those sold or otherwise disposed of for fair value since March 31, 2013 the date of the Interim Balance Sheet in the ordinary course of business consistent with past practice. The assets owned or leased by the Company and its Subsidiaries constitute all of the assets necessary for the Company and its Subsidiaries to carry on their respective businesses as currently conducted other than the lack of any assets that has not had or would not reasonably be expected to have a Company Material Adverse Effectbusiness. None of the material tangible assets owned or leased by the Company or any of its Subsidiaries is subject to any Encumbrance, other than (i) liens Encumbrances for current Taxes and assessments not yet past due or delinquent the amount or the validity of which are is being contested in good faith by appropriate proceedings and, in either case, for which adequate reserves have been established in accordance with GAAPby the Company or any Subsidiary, (ii) mechanics’, workmen’s, repairmen’s, warehousemen’s and ’s, carriers’ liens or other like Encumbrances arising or incurred in the ordinary course of business of the Company or such Subsidiary consistent Subsidiary, (iii) with past practice relating respect to obligations as 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 there is no default they relate in the business of the Company and its Subsidiaries as currently conducted or (v) limitations on the part rights of the Company or its Subsidiaries under any of its Subsidiaries, (iii) Encumbrances Contract that are expressly set forth on Section 3.14(a) of the Company Disclosure Schedules, and (iv) Encumbrances that would not reasonably be expected to have a Company Material Adverse Effect in such contract (collectively, “Permitted Encumbrances”).

Title to, Sufficiency and Condition of Assets. (a) Except for matters as have had set forth on Schedule 4.11 of the Ulysses Disclosure Schedules or as would reasonably be expected to not, individually or in the aggregate, have a Company Ulysses Material Adverse Effect, the Company (i) Ulysses Holdings and its Subsidiaries have good and valid title to or a valid leasehold interest in all of their assets, including all of the assets reflected on the financial statements of the Company Ulysses Balance Sheet or acquired in the ordinary course of business since March 31, 2013, except those sold or otherwise disposed the date of for fair value since March 31, 2013 in the ordinary course of business consistent with past practice. The Ulysses Balance Sheet; (ii) the assets owned or leased by the Company Ulysses Holdings and its Subsidiaries constitute all of the assets necessary for NewCo to carry on the Company businesses of Ulysses Holdings and its Subsidiaries to carry on their respective businesses as currently conducted other than the lack of any assets that has not had or would not reasonably be expected to have a Company Material Adverse Effect. None conducted; and (iii) none of the assets owned or leased by the Company Ulysses Holdings or any of its Subsidiaries is subject to any Encumbrance, other than (iw) purchase money security interests granted by Subsidiaries of Ulysses Holdings in the ordinary course of business, (x) liens for Taxes not yet past due or delinquent or the validity of which are being contested in good faith by appropriate proceedings and, in either case, and for which adequate reserves have been established in accordance with GAAP, (iiy) mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ liens arising in the ordinary course of business of the Company Ulysses Holdings or such Subsidiary consistent with past practice relating to obligations as to which there is no default on the part of the Company or any of its Subsidiaries, (iii) Encumbrances set forth on Section 3.14(a) of the Company Disclosure Schedulespractice, and (ivz) any such matters of record, Encumbrances and other imperfections of title that would not reasonably be expected do not, individually or in the aggregate, materially impair the continued ownership, use and operation of the assets to have a Company Material Adverse Effect (collectively, “Permitted Encumbrances”)which they relate in the business of Ulysses Holdings and its Subsidiaries as currently conducted.

Title to, Sufficiency and Condition of Assets. (a) Except for matters as have had or would reasonably be expected to have a Company Material Adverse Effect, the The Company and its Subsidiaries have good and valid title to or a valid leasehold interest in all of their assets, including all of the assets reflected on the financial statements of the Company Balance Sheet or acquired in the ordinary course of business since March 31, 2013the Balance Sheet Date, except those sold or otherwise disposed of for fair value since March 31, 2013 the Balance Sheet Date in the ordinary course of business consistent with past practice. The assets owned or leased by the Company and its Subsidiaries own or have a valid license to all assets, properties and rights used in the conduct or operation of their respective businesses, and all such assets, properties and rights constitute all of the assets assets, properties and rights necessary for the Company and its Subsidiaries to carry on on, in all material respects, their respective businesses as currently conducted other than the lack of any assets that has not had or would not reasonably be expected to have a Company Material Adverse Effectpresently conducted. None of the assets owned or leased by the Company or any of its Subsidiaries is subject to any Encumbrance, other than (i) liens for Taxes not yet past due or delinquent or the validity of which are being contested in good faith by appropriate proceedings and, in either case, 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 relating to obligations as to practice, (iii) zoning, entitlement, building and other land use regulations imposed by any Governmental Authority having jurisdiction over owned or leased real property which there are not violated by the current use and operation thereof and which do not materially impair the occupancy or use thereof for the purposes for which it is no default on the part of currently used by the Company or any of its Subsidiaries, (iiiiv) covenants, conditions, restrictions, easements and other similar matters of record affecting title to owned or leased real property which do not materially impair the occupancy or use thereof for the purposes for which it is currently used by the Company or any of its Subsidiaries, (v) liens arising under worker’s compensation, unemployment insurance, social security, retirement and similar legislation under applicable Law, and (vi) any such matters of record, Encumbrances set forth on Section 3.14(a) 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 Disclosure Schedules, and (iv) Encumbrances that would not reasonably be expected to have a Company Material Adverse Effect its Subsidiaries as currently conducted (collectively, “Permitted Encumbrances”).

Title to, Sufficiency and Condition of Assets. (a) Except for matters as have had or would reasonably be expected to have a Company Material Adverse Effect, the The Company and its Subsidiaries have good and valid title to or a valid leasehold interest in all of their assets, including all of the assets reflected on the financial statements of the Company Balance Sheet or acquired in the ordinary course of business since March 31, 2013the date of the Balance Sheet, except those sold or otherwise disposed of for fair value since March 31, 2013 the date of the Balance Sheet in the ordinary course of business consistent with past practice. The assets owned or leased by the Company and its Subsidiaries constitute all of the assets reasonably necessary for the Company and its Subsidiaries to carry on their respective businesses as currently conducted other than the lack of any assets that has not had or would not reasonably be expected to have a Company Material Adverse Effectconducted. None of the assets owned or leased by the Company or any of its Subsidiaries is subject to any Encumbrance, other than (i) liens for Taxes current taxes and assessments not yet past due or delinquent taxes or the validity of which are assessments being contested in good faith by appropriate proceedings and, and fully reserved against in either case, for which adequate reserves have been established in accordance with GAAPthe 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 relating to obligations as to which there is no default on the part of the Company or any of its Subsidiariespractice, (iiiiv) those Encumbrances set forth on Section 3.14(aSchedule 3.12(a) of the Company Disclosure Schedules, Schedules and (ivv) any such matters of record, Encumbrances and other imperfections of title that would not reasonably be expected do not, individually or in the aggregate, materially impair the continued ownership, use and operation of the assets to have a Company Material Adverse Effect which they relate (collectively, “Permitted Encumbrances”).

Title to, Sufficiency and Condition of Assets. (a) Except for matters as have had or would reasonably be expected to have a Company Material Adverse Effect, the Company and its Subsidiaries Sellers currently have good and valid marketable title to or all of the Purchased Assets owned by Sellers, and a valid leasehold or other possessory interest in all of their assetsother Purchased Assets used, including operated or occupied by Sellers or located on Sellers’ premises. On or prior to the Closing Date, all of the assets reflected on the financial statements of the Company or acquired in the ordinary course of business since March 31, 2013, except those sold or otherwise disposed of for fair value since March 31, 2013 in the ordinary course of business consistent with past practice. The assets owned or leased by the Company Purchased Assets will be free and its Subsidiaries constitute all of the assets necessary for the Company and its Subsidiaries to carry on their respective businesses as currently conducted other than the lack clear of any assets that has not had or would not reasonably be expected to have a Company Material Adverse Effect. None of the assets owned or leased by the Company or any of its Subsidiaries is subject to any Encumbrance, Encumbrances other than (i) liens for Taxes not yet past due or delinquent or the validity of which are being contested in good faith by appropriate proceedings and, in either case, 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 relating to obligations as 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 there is no default on they relate in the part business of the Company or any of and its Subsidiaries, (iii) Encumbrances set forth on Section 3.14(a) of the Company Disclosure Schedules, and (iv) Encumbrances that would not reasonably be expected to have a Company Material Adverse Effect Subsidiaries as currently conducted (collectively, “Permitted Encumbrances”). There are no breaches or defaults under, and no events or circumstances have occurred which, with or without notice or lapse of time or both, would constitute a breach of or a default under, any instrument, agreement or other document that creates, evidences or constitutes any Encumbrance or that evidences, secures or governs the terms of any indebtedness or obligation secured by any Encumbrance (any such instrument, agreement or other document is referred to herein as an “Encumbrance Instrument”). Assuming the timely receipt of all applicable consents, the sale of the Purchased Assets by Sellers to Buyer will not: (i) constitute a breach of or a default under any Encumbrance Instrument; (ii) permit, cause or result in (with or without notice, lapse of time or both) (A) the acceleration of any Indebtedness or other obligation evidenced, secured or governed by an Encumbrance Instrument, or (B) the foreclosure or other enforcement of any Encumbrance; (iii) permit or cause the terms of any Encumbrance Instrument to be renegotiated; or (iv) require the consent of any party to or holder of an Encumbrance Instrument or of any third party.

Title to, Sufficiency and Condition of Assets. (a) Except for matters as have had or would reasonably be expected to have a Company Material Adverse Effect, the The Company and its Subsidiaries have good and valid title to or a valid leasehold interest in all of their material assets, including all of the assets reflected on the financial statements of the Company Balance Sheet or acquired in the ordinary course of business since March 31, 2013the date of the Balance Sheet, except those sold or otherwise disposed of for fair value since March 31, 2013 the date of the Balance Sheet in the ordinary course of business consistent with past practice. The assets owned , except for any failure to have such good or leased by valid title to or a valid leasehold interest in any material asset that would not, individually or in the Company aggregate, materially interfere with the Company’s and its Subsidiaries constitute all of the assets necessary for the Company and its Subsidiaries to carry on their respective Subsidiaries’ businesses as currently conducted other than the lack of any assets that has not had or would not reasonably be expected to have a Company Material Adverse Effectconducted. None of the assets owned or leased by the Company or any of its Subsidiaries is subject to any Encumbrance, other than (i) liens Encumbrances for Taxes not yet past due or delinquent the amount or the validity of which are is being contested in good faith by appropriate proceedings andby the Company, in either each case, for which adequate reserves have been established in accordance with GAAPGAAP consistently applied, (ii) mechanics’, workmen’s, repairmen’s, warehousemen’s and or carriers’ liens or similar liens arising by operation of law in the ordinary course of business of the Company or such Subsidiary consistent with past practice relating to obligations as to which there is no default on the part of the Company or any of its Subsidiariespractice, (iii) Encumbrances set forth on Section 3.14(a) zoning, entitlement, building and other land use regulations imposed by any Governmental Authority having jurisdiction over the Leased Real Property which are not violated by the current use and operation of the Company Disclosure SchedulesLeased Real Property, and (iv) Encumbrances arising under worker’s compensation, unemployment insurance, social security, retirement and similar legislation in the ordinary course of business, (v) those matters identified on Schedule 3.13(a) of the Disclosure Schedules and (vi) any such matters of record, Encumbrances and other imperfections of title or minor encroachments that would 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 and do not reasonably be expected to have a Company Material Adverse Effect secure any Indebtedness (collectively, “Permitted Encumbrances”).

Title to, Sufficiency and Condition of Assets. (a) Except for matters as have had or would reasonably be expected to have a The Company Material Adverse Effect, the Company and its Subsidiaries have has good and valid title to or a valid leasehold interest in all of their its tangible assets, including all of the tangible assets reflected on the financial statements of the Company Balance Sheet or acquired in the ordinary course of business since March 31, 2013the date of the Balance Sheet, except those sold or otherwise disposed of for fair value since March 31, 2013 the date of the Balance Sheet in the ordinary course of business consistent with past practice. The tangible assets owned or leased by the Company and its Subsidiaries constitute all of the tangible assets necessary for the Company and its Subsidiaries to carry on their respective businesses its business as currently conducted other than the lack of any assets that has not had or would not reasonably be expected to have a Company Material Adverse Effectin all material respects. None of the assets owned or leased by the Company or any of its Subsidiaries is subject to any Encumbrance, other than (i) liens for Taxes not yet past due or delinquent or the validity of which are being contested in good faith by appropriate proceedings and, in either case, 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 relating to obligations as to which there is no default on the part of the Company or any of its Subsidiariespractice, (iii) Encumbrances set forth on Section 3.14(a) arising in the ordinary course of the Company Disclosure Schedulesbusiness by operation of law with respect to any liability that is not yet delinquent or that is being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, and (iv) in the case of real property, any such matters of record, Encumbrances and other imperfections of title that would do not, individually or in the aggregate, materially impair the continued ownership, use and operation of the property to which they relate, (v) zoning, planning and other similar limitations and restrictions imposed by Governmental Authorities to regulate any real property that are not violated by the use and operation of such real property, (vi) purchase money liens limited to the specific property acquired with such purchase money, (vii) the rights of licensors and licensees under software licenses executed in the ordinary course of business, (viii) liens contained in the organizational documents of the Company, (ix) liens affecting a landlord’s interest in property leased to the Company so long as such liens do not breach and are not reasonably likely to breach a customary covenant of quiet enjoyment (due to the existence of a non-disturbance agreement or other arrangement in which the tenant’s interest is recognized and protected) and (x) Encumbrances arising under the Credit Agreement that will be expected to have a Company Material Adverse Effect extinguished at Closing (collectively, “Permitted Encumbrances”).