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 their assets, including all of the assets reflected on the Balance Sheet or acquired in the ordinary course of business since the Balance Sheet Date, except those sold or otherwise disposed of for fair value since the Balance Sheet Date in the ordinary course of business consistent with past practice. The assets owned or leased by the Company constitute all of the assets necessary for the Company to carry on its businesses as currently conducted. None of the assets owned or leased by the Company are subject to any Encumbrance, other than: (i) liens for Taxes not yet past due 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 (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 or would result in any material liability to the Company (collectively, “Permitted Encumbrances”). (b) All tangible assets owned or leased by the Company have been maintained in all material respects in accordance with generally accepted industry practice and are in all material respects in good operating condition and repair, ordinary wear and tear excepted.

Title to, Sufficiency and Condition of Assets. (a) The Company has good and valid title to or a valid leasehold interest in all of their 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 DateSheet, 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 assets owned or leased by by, or licensed to, the Company constitute all of the assets necessary for the Company to carry on its businesses business as currently conducted. None Except as set forth on Section 3.20 of the Disclosure Letter, none of the assets owned or leased by the Company are is subject to any Encumbrance, other than: than (i) liens for Taxes current taxes and assessments not yet past due for which adequate reserves have been established in accordance with GAAP; 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; 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 or would result in any material liability to the Company (collectively, “Permitted Encumbrances”). (b) All tangible assets owned or leased by the Company have been maintained in all material respects in accordance with generally accepted industry practice and 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. (ai) The Company has and its Subsidiaries have good and valid title to or a valid leasehold interest or a license in all of their 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 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 assets owned owned, leased or leased licensed by the Company and its Subsidiaries constitute all of the assets necessary for the Company and its Subsidiaries to carry on its their respective businesses as currently conducted. None of the assets owned or or, to the Knowledge of the Company, leased by the Company are or any of its Subsidiaries is subject to any EncumbranceLien, other than: than (i) liens for Taxes current taxes and assessments not yet past due for which adequate reserves have due, provided an appropriate reserve has been established therefor in the Financial Statements 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; practice and (iii) any such matters of record, Encumbrances Liens 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 or would result in any material liability to the Company (collectively, “Permitted Encumbrances”). (bii) 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 and 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 has good and valid title to or a valid leasehold interest in all of their 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 DateSheet, 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 assets owned or leased by the Company constitute all of the assets necessary for the Company to carry on its businesses as currently conducted and proposed to be conducted. None of the assets owned or leased by the Company are is subject to any Encumbrance, other than: than (i) liens for Taxes current taxes and assessments not yet past due for which adequate reserves have been established in accordance with GAAP; 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; 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 identified on Schedule 3.15 of the assets to which they relate in the business of the Company as currently conducted or would result in any material liability to the Company Disclosure Schedules (collectively, “Permitted Encumbrances”). (b) All tangible assets owned or leased by the Company have been maintained in all material respects in accordance with generally accepted industry practice and 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 has good and valid title to or a valid leasehold interest in all of their 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 DateSheet, 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 assets owned or leased by the Company constitute all of the assets necessary for the Company to carry on its businesses business as currently conducted. None of the assets owned or leased by the Company are is subject to any Encumbrance, other than: than (i) liens for Taxes not yet past due 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 , (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 or would result conducted, and (iv) those items, if any, set forth in any material liability to Schedule 3.13 of the Company Disclosure Schedules (collectively, “Permitted Encumbrances”). (b) All tangible assets owned or leased by the Company have been maintained in all material respects in accordance with generally accepted industry practice and 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.