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

Title to, Sufficiency and Condition of Assets. (a) 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 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 Balance Sheet in the ordinary course of business consistent with past practice. The assets owned or leased by the Group Companies constitute all of the material assets necessary for the Group Companies to carry on their respective businesses as currently conducted. None of the material assets owned or leased by the Group Companies is subject to any Encumbrance, other than (i) liens for Taxes not yet due and payable or being contested in good faith by appropriate proceedings and, in 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 Group Companies consistent with past practice, (iii) zoning restrictions, 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 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 (vi) liens relating to 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. (b) Other than the Directly Held Entities, except as set forth in Schedule 3.12(b) of the Disclosure Letter, as of the date hereof, none of the Sellers own (other than indirectly through a Group Company) any Person that is used or engaged in, or is currently contemplated to be used or engaged in, the business and operations of the Group Companies, or that otherwise provides any Investment Services to any Client, or owns or manages any entity that provides any Investment Services to any Client. (c) All material tangible assets owned or leased by the Group Companies 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.

Title to, Sufficiency and Condition of Assets. (a) The Group Companies have Company has good and valid title to or a valid leasehold interest in all of their material its tangible assets, including all of the tangible 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 Balance Sheet in the ordinary course of business consistent with past practice. The tangible assets owned or leased by the Group Companies Company constitute all of the material tangible assets necessary for the Group Companies Company to carry on their respective businesses its business as currently conductedconducted in all material respects. None of the material assets owned or leased by the Group Companies Company is subject to any Encumbrance, other than (i) liens for Taxes not yet past due and payable or being contested in good faith by appropriate proceedings and, in 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 Group Companies Company consistent with past practice, (iii) zoning restrictionsEncumbrances arising in the ordinary course of business 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, (iv) in the case of real property, 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 property to which they relate in the business of the Group Companies as currently conductedrelate, (ivv) 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 incurred or deposits made 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 in connection with workers’ compensation, unemployment insurance and other types of social securitybusiness, (vviii) mortgages 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 security interests securing Indebtedness 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 released extinguished at the Closing, and (vi) liens relating to the transferability of securities under applicable securities Laws Closing (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. (b) Other than the Directly Held Entities, except as set forth in Schedule 3.12(b) of the Disclosure Letter, as of the date hereof, none of the Sellers own (other than indirectly through a Group Company) any Person that is used or engaged in, or is currently contemplated to be used or engaged in, the business and operations of the Group Companies, or that otherwise provides any Investment Services to any Client, or owns or manages any entity that provides any Investment Services to any Client. (c) All material tangible assets owned or leased by the Group Companies 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.

Title to, Sufficiency and Condition of Assets. (a) The Group Companies 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 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 Balance Sheet in the ordinary course of business consistent with past practicepractice and as would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole. The assets owned or leased by the Group Companies Company and its Subsidiaries constitute all of the material assets necessary for the Group Companies Company and its Subsidiaries to carry on their respective businesses as currently conducted. None of the material assets owned or leased by the Group Companies Company or any of its Subsidiaries is subject to any Encumbrance, other than (i) liens for Taxes not yet due and payable or being contested in good faith by appropriate proceedings and, in each case, and 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 Group Companies Company or such Subsidiary consistent with past practice, practice and (iii) zoning restrictions, 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 Group Companies Company and its Subsidiaries 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 (vi) liens relating to the transferability of securities under applicable securities Laws conducted (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. (b) Other than the Directly Held Entities, except as set forth in Schedule 3.12(b) of the Disclosure Letter, as of the date hereof, none of the Sellers own (other than indirectly through a Group Company) any Person that is used or engaged in, or is currently contemplated to be used or engaged in, the business and operations of the Group Companies, or that otherwise provides any Investment Services to any Client, or owns or manages any entity that provides any Investment Services to any Client. (c) All material tangible assets owned or leased by the Group Companies 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.

Title to, Sufficiency and Condition of Assets. (a) The Group Companies Except as set forth on Schedule 5.11 of the Tenet Disclosure Schedules or as would not, individually or in the aggregate, have a Tenet Material Adverse Effect, (i) the Tenet Contributed Business has good and valid title to or a valid leasehold interest in all of their material assets, including all of the assets reflected on the Tenet Balance Sheet or acquired in the ordinary course of business since the date of the Tenet Balance Sheet, except those sold or otherwise disposed of for fair value since ; (ii) the date of the Balance Sheet in the ordinary course of business consistent with past practice. The assets owned or leased by the Group Companies Tenet Contributed Business constitute all of the material assets necessary for the Group Companies NewCo to carry on their respective businesses the Tenet Contributed Business as currently conducted. None ; and (iii) none of the material assets owned or leased by the Group Companies Tenet Contributed Business is subject to any Encumbrance, other than (iw) purchase money security interests granted by the Tiger Contributed Business in the ordinary course of business, (x) liens for Taxes not yet past due and payable or being contested in good faith by appropriate proceedings and, in each case, for which adequate reserves have been established in accordance with GAAP, (iiy) landlords’, mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ liens arising in the ordinary course of business of the Group Companies Tenet Contributed Business consistent with past practice, and (iiiz) zoning restrictions, 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 Group Companies Tenet Contributed Business 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 (vi) liens relating to 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 taken as 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 recordswhole. (b) Other than the Directly Held Entities, except as set forth in Schedule 3.12(b) of the Disclosure Letter, as of the date hereof, none of the Sellers own (other than indirectly through a Group Company) any Person that is used or engaged in, or is currently contemplated to be used or engaged in, the business and operations of the Group Companies, or that otherwise provides any Investment Services to any Client, or owns or manages any entity that provides any Investment Services to any Client. (c) All material tangible assets owned or leased by the Group Companies Tenet Contributed Business 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, except as would not, individually or in the aggregate, have a Tenet Material Adverse Effect.

Title to, Sufficiency and Condition of Assets. (a) The Group Companies 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 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 Balance Sheet Date in the ordinary course of business consistent with past practice. 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, properties and rights necessary for the Company and its Subsidiaries to carry on, in all material respects, their respective businesses as presently conducted. None of the assets owned or leased by the Group Companies constitute all Company or any of the material assets necessary for the Group Companies to carry on their respective businesses as currently conducted. None of the material assets owned or leased by the Group Companies its Subsidiaries is subject to any Encumbrance, other than (i) liens for Taxes not yet past due and payable or being contested in good faith by appropriate proceedings and, in 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 Group Companies Company or such Subsidiary consistent with past practice, (iii) zoning zoning, entitlement, building and other land use regulations imposed by any Governmental Authority having jurisdiction over owned or leased real property which 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 currently used by the Company or any of its Subsidiaries, (iv) 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 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 Group Companies Company and its Subsidiaries 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 (vi) liens relating to the transferability of securities under applicable securities Laws conducted (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. (b) Other than the Directly Held Entities, except as set forth in Schedule 3.12(b) of the Disclosure Letter, as of the date hereof, none of the Sellers own (other than indirectly through a Group Company) any Person that is used or engaged in, or is currently contemplated to be used or engaged in, the business and operations of the Group Companies, or that otherwise provides any Investment Services to any Client, or owns or manages any entity that provides any Investment Services to any Client. (c) All material tangible assets owned or leased by the Group Companies 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. This Section 3.13 does not relate to real property or interests in real property, such items being the subject of Section 3.14.

Title to, Sufficiency and Condition of Assets. (a) The Group Companies Except as set forth on Schedule 4.11 of the Ulysses Disclosure Schedules or as would not, individually or in the aggregate, have a Ulysses Material Adverse Effect, (i) Ulysses Holdings 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 Ulysses Balance Sheet or acquired in the ordinary course of business since the date of the Ulysses Balance Sheet, except those sold or otherwise disposed of for fair value since ; (ii) the date of the Balance Sheet in the ordinary course of business consistent with past practice. The assets owned or leased by the Group Companies Ulysses Holdings and its Subsidiaries constitute all of the material assets necessary for the Group Companies NewCo to carry on their respective the businesses of Ulysses Holdings and its Subsidiaries as currently conducted. None ; and (iii) none of the material assets owned or leased by the Group Companies 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 and payable or being contested in good faith by appropriate proceedings and, in each case, for which adequate reserves have been established in accordance with GAAP, (iiy) landlords’, mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ liens arising in the ordinary course of business of the Group Companies Ulysses Holdings or such Subsidiary consistent with past practice, and (iiiz) zoning restrictions, 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 Group Companies Ulysses Holdings and its Subsidiaries 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 (vi) liens relating to 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. (b) Other than the Directly Held Entities, except as set forth in Schedule 3.12(b) of the Disclosure Letter, as of the date hereof, none of the Sellers own (other than indirectly through a Group Company) any Person that is used or engaged in, or is currently contemplated to be used or engaged in, the business and operations of the Group Companies, or that otherwise provides any Investment Services to any Client, or owns or manages any entity that provides any Investment Services to any Client. (c) All material tangible assets owned or leased by the Group Companies Ulysses Holdings 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, except as would not, individually or in the aggregate, have a Ulysses Material Adverse Effect.

Title to, Sufficiency and Condition of Assets. (a) The Group Companies 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 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 Balance Sheet in the ordinary course of business consistent with past practice. The assets owned or leased by the Group Companies Company and its Subsidiaries constitute all of the material assets necessary for the Group Companies Company and its Subsidiaries to carry on their respective businesses as currently conducted. None of the material assets owned or leased by the Group Companies Company or any of its Subsidiaries is subject to any Encumbrance, other than (i) liens for Taxes not yet past due and payable or being contested in good faith by appropriate proceedings and, in 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 Group Companies Company or such Subsidiary consistent with past practice, practice and (iii) zoning restrictions, 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 Group Companies Company and its Subsidiaries 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 (vi) liens relating to the transferability of securities under applicable securities Laws conducted (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. (b) Other than the Directly Held Entities, except as set forth in Schedule 3.12(b) of the Disclosure Letter, as of the date hereof, none of the Sellers own (other than indirectly through a Group Company) any Person that is used or engaged in, or is currently contemplated to be used or engaged in, the business and operations of the Group Companies, or that otherwise provides any Investment Services to any Client, or owns or manages any entity that provides any Investment Services to any Client. (c) All material tangible assets owned or leased by the Group Companies 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.