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

Title to, Sufficiency and Condition of Assets. (a) The Company has good and valid title to or a valid leasehold interest in all of its assets, including all 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, or licensed to, the Company constitute all of the assets necessary for the Company to carry on its business as currently conducted. Except as set forth on Section 3.20 of the Disclosure Letter, none of the assets owned or leased by the Company 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 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”).

Title to, Sufficiency and Condition of Assets. (a) The Company has good and valid title to or a valid leasehold interest in all of its 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, or licensed to, by the Company constitute all of the assets necessary for the Company to carry on its business as currently conducted. Except as set forth on Section 3.20 of the Disclosure Letter, none None of the assets owned or leased by the Company is subject to any Encumbrance, other than (i) liens for current taxes and assessments Taxes not yet past duedue and payable 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 consistent with past practice and practice, (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 conducted, and (iv) those items, if any, set forth in Schedule 3.13 of the Disclosure Schedules (collectively, “Permitted Encumbrances”).

Title to, Sufficiency and Condition of Assets. (a) The Company has good and valid title to or a valid leasehold interest in all of its 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 Balance Sheet in the ordinary course Ordinary Course of business consistent with past practiceBusiness. The assets owned or leased by, or licensed to, by the Company constitute all of the assets necessary for the Company to carry on its business as currently conducted. Except as set forth on Section 3.20 of the Disclosure Letter, none None of the assets owned or leased by the Company is subject to any Encumbrance, other than (i) statutory liens for current taxes and assessments Taxes not yet past duedelinquent 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 Ordinary Course of business Business of the Company, (iii) statutory or common law liens or Encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) liens or Encumbrances imposed on the underlying fee interest in real property subject to a Company consistent with past practice Lease (as defined below) and (iiiv) 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”).

Title to, Sufficiency and Condition of Assets. (a) The Company has good and valid title to or a valid leasehold interest in all of its material 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, 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, or licensed to, by the Company constitute all of the tangible assets necessary for the Company to carry on its business as currently conducted and as currently proposed to be conducted. Except as set forth on Section 3.20 None of the Disclosure Letter, none of the tangible assets owned or leased by the Company 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 consistent with past practice and Company, (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 conducted, and (iv) Encumbrances listed on Schedule 3.13(b) of the Disclosure Schedule (collectively, “Permitted Encumbrances”).