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

Title to, Sufficiency and Condition of Assets. The Company and its Subsidiaries have good and valid title to or a valid leasehold interest in all of their assets used exclusively in the Network Business, including all of the assets reflected on the Balance Sheet or acquired in the ordinary course of business since the Balance Sheet Date, except (a) those sold or otherwise disposed of for fair value since the Balance Sheet Date in the ordinary course of business consistent with past practice, and (b) those identified in Section 4.17 of the Disclosure Schedule (collectively, the “Assets”). Immediately following the Closing, the Company and its Subsidiaries will possess all assets, properties and rights currently used in the conduct or operation of the Network Business and to fulfill all of Buyer’s obligations under the Syndication Advertising Operation Term Sheet, taking into account the rights afforded Buyer pursuant to the license agreements contemplated hereunder, the Licensed Assets Agreement and the Transition Services Agreement. None of the Assets owned or leased by the Company or any of its Subsidiaries is subject to any Encumbrance, other than Permitted Encumbrances. All tangible Assets owned or leased by the Company or any of 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 Company and its Subsidiaries have has good and valid title to or a valid leasehold interest in in, a valid license for or valid right to use all of their assets used exclusively in the Network Businessits assets, including all of the assets reflected on in the Balance Sheet Financial Statements and contributed to the Company pursuant to the Contribution or acquired in the ordinary course of business since the Balance Sheet Datedate of the Financial Statements, except (a) those sold or otherwise disposed of for fair value since the Balance Sheet Date date of the Financial Statements in the ordinary course of business consistent with past practice, and (b) those identified in Section 4.17 of the Disclosure Schedule (collectively, the “Assets”). Immediately following the Closing, the Company and its Subsidiaries will possess all assets, properties and rights currently used in the conduct or operation of the Network Business and to fulfill all of Buyer’s obligations under the Syndication Advertising Operation Term Sheet, taking into account the rights afforded Buyer pursuant to the license agreements contemplated hereunder, the Licensed Assets Agreement and the Transition Services Agreement. None of the Assets owned assets owned, leased, licensed or leased used by the Company or any of its Subsidiaries is the Business are subject to any Encumbrance, other than Permitted Encumbrances. All tangible Assets owned than: (i) liens for Tax not yet due and payable or leased not yet past due and for which adequate reserves have been established in accordance with sound accounting practices; (ii) mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ liens arising in the ordinary course of business of the Sellers, the Company or the Business consistent with past practice; (iii) any such matters of record, Encumbrances and other imperfections of title that do not, individually or in the aggregate, materially impair the value, or the continued ownership, use and operation of the assets to which they relate by the Company or any the Business as currently conducted; (iv) Encumbrances set forth in the Operating Agreement; and (v) those Encumbrances set forth on Schedule 3.13(a) of its Subsidiaries the Disclosure Schedules (collectively, “Permitted Encumbrances”). (b) After giving effect to the Contribution, the assets owned, leased, licensed or used by the Company constitute all of the assets necessary in all material respects for the Company to carry on the Business as currently conducted and proposed to be conducted. (c) All tangible assets owned, leased, licensed or used by the Company or the 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. (d) Neither the Company nor the Sellers owns or leases, or has ever owned a fee interest in or leased, any real property.

Title to, Sufficiency and Condition of Assets. (a) The Company and its Subsidiaries the Subsidiary have good and valid title to or a valid leasehold interest in all of their assets used exclusively in the Network Businessmaterial tangible 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 DateSheet, except (a) 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, and (b) those identified in Section 4.17 of the Disclosure Schedule (collectively, the “Assets”). Immediately following the Closing, The assets owned or leased by the Company and its Subsidiaries will possess the Subsidiary constitute all assets, properties and rights currently used in the conduct or operation of the Network Business and to fulfill all of Buyer’s obligations under assets necessary for the Syndication Advertising Operation Term Sheet, taking into account the rights afforded Buyer pursuant to the license agreements contemplated hereunder, the Licensed Assets Agreement Company and the Transition Services AgreementSubsidiary to carry on their respective businesses as currently conducted. None of the Assets assets owned or leased by the Company or any of its Subsidiaries the Subsidiary 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 the Subsidiary, (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 the Subsidiary as currently conducted and (iv) Encumbrances listed on Schedule 3.13 of the Disclosure Schedule (collectively, “Permitted Encumbrances. ”). (b) All tangible Assets assets owned or leased by the Company or any of its Subsidiaries the Subsidiary 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. This Section 3.13 does not relate to real property or interests in real property, and are adequate for such items being the uses subject of Section 3.14, or to which they are Intellectual Property, such items being putthe subject of Section 3.15.

Title to, Sufficiency and Condition of Assets. The Company and its Subsidiaries have good and valid title to or a valid leasehold interest in all of their assets used exclusively in the Network Business, including all of the assets reflected on the Balance Sheet or acquired in the ordinary course of business since the Balance Sheet Date, except (a) those sold or otherwise disposed of for fair value since the Balance Sheet Date in the ordinary course of business consistent with past practice, and (b) those identified in Section 4.17 of the Disclosure Schedule (collectively, the “Assets”). Immediately following the Closing, the Company and its Subsidiaries will possess all assets, properties and rights currently used in the conduct or operation of the Network Business and to fulfill all of Buyer’s obligations under the Syndication Advertising Operation Term SheetBusiness, taking into account the rights afforded Buyer pursuant to the license agreements contemplated hereunder, the Licensed Assets Agreement Section 3.8 hereto and the Transition Services Agreement. None of the Assets owned or leased by the Company or any of its Subsidiaries is subject to any Encumbrance, other than Permitted Encumbrances. All tangible Assets owned or leased by the Company or any of 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.