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

Title to, Sufficiency and Condition of Assets. (a) 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 or acquired in the ordinary course of business since December 31, 2012, except those sold or otherwise disposed of for fair value since December 31, 2012, 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 in all material respects. None of the assets used by the Company or its Subsidiaries to carry on their respective business as currently conducted are owned or leased by Seller. 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 that are not material, and (iv) Encumbrances set forth on Section 3.14(a) of the Seller Disclosure Schedules (collectively, “Permitted Encumbrances”). (b) All tangible assets owned or leased by the 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 Company and its Subsidiaries have each has good and valid title to or a valid leasehold interest in in, or a valid right to use, all of their assets, including all of the its assets reflected on the Financial Statements Interim Balance Sheet or acquired in the ordinary course of business since December 31, 2012the date of the Interim Balance Sheet (the “Assets”), except (i) as set forth on Schedule 3.13(a) of the Disclosure Schedules, (ii) those assets sold or otherwise disposed of for fair value or cancelled since December 31, 2012, the date of the Interim Balance Sheet in the ordinary course of business consistent with past practice. , and (iii) the absence of which has not and would not adversely affect in any material respect the Company and its Subsidiaries, taken as a whole. (b) The Assets, together with any property or services to be provided by the Seller or any Affiliate of the Seller pursuant to the Transition Services Agreement (and any G&A Services described on Schedule 5.6(b) that are not covered by the Transition Services Agreement), constitute in all material respects the assets owned or leased by that the Company and its Subsidiaries constitute all have used to conduct their business since December 31, 2016, excluding the assets sold or otherwise disposed of or cancelled since December 31, 2016, in each case in the ordinary course of business consistent with past practice. (c) Except as set forth on Schedule 3.13(c) of the assets necessary for the Company and its Subsidiaries to carry on their respective businesses as currently conducted in all material respects. None Disclosure Schedules, none of the assets used by the Company or its Subsidiaries to carry on their respective business as currently conducted are owned or leased by Seller. None of the assets owned or leased by the Company or any of its Subsidiaries Assets 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) Encumbrances securing rental payments under capital lease arrangements, if any, incurred by the Company or any of its Subsidiaries in the ordinary course of business, (iii) in the case of any leased asset, the rights of any lessor under the applicable lease agreement or any Encumbrance granted by any lessor or any Encumbrance to which the applicable lease is subject, (iv) mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ liens arising in the ordinary course of business of the Company or such Subsidiary any of its Subsidiaries consistent with past practice relating practice, (v) Encumbrances imposed or promulgated by Laws with respect to obligations as the use or occupancy of real property and any improvements thereon, including zoning regulations, (vi) Encumbrances incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance, or other social security programs or to secure the performance of bids, statutory obligations, surety or other performance bonds, leases, Contracts with Governmental Authorities and similar obligations, and (vii) 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 that are not material, and (iv) Encumbrances set forth on Section 3.14(a) of the Seller Disclosure Schedules Subsidiaries as currently conducted (collectively, “Permitted Encumbrances”). (bd) All The Assets constituting tangible assets owned or leased by personal property (including, without limitation, servers, computers and equipment of the Company or and its Subsidiaries have been maintained in all material respects in accordance with generally accepted industry practice, Subsidiaries) are in all material respects in good operating condition and repair, ordinary wear and tear excepted, excepted and are adequate for subject to repairs or refurbishments or obsolescence in the uses to which they are being putordinary course of business.

Title to, Sufficiency and Condition of Assets. (a) The 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 financial statements of the Company or acquired in the ordinary course of business since December March 31, 20122013, except those sold or otherwise disposed of for fair value since December March 31, 2012, 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 in all material respects. None other than the lack of the any assets used by the that has not had or would not reasonably be expected to have a Company or its Subsidiaries to carry on their respective business as currently conducted are owned or leased by SellerMaterial 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 that are not material, and (iv) Encumbrances set forth on Section 3.14(a) of the Seller Company Disclosure Schedules Schedules, and (iv) Encumbrances that would not reasonably be expected to have a Company Material Adverse Effect (collectively, “Permitted Encumbrances”). (b) All tangible assets owned or leased by the 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, except where the failure of such assets to be adequate for the uses to which they are being put has not had and would not reasonably be expected to have a Company Material Adverse Effect. This Section 3.14 does not relate to real property or any leases or other interests in real property, such items being the subject of Section 3.15, or to Intellectual Property, such items being the subject of Section 3.16.

Title to, Sufficiency and Condition of Assets. (a) 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 Balance Sheet or acquired in the ordinary course of business since December 31, 2012the date of the Balance Sheet, except those sold or otherwise disposed of for fair value since December 31, 2012, 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 in all material respects. None of the assets used by the Company or its Subsidiaries to carry on their respective business as currently conducted are owned or leased by Sellerconducted. 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 that zoning, entitlement, building and other land use regulations imposed by any Governmental Authority having jurisdiction over the Leased Real Property which are not materialviolated by the current use and operation of the Leased Real Property, and (iv) Encumbrances set forth arising under worker’s compensation, unemployment insurance, social security, retirement and similar legislation in the ordinary course of business, (v) those matters identified on Section 3.14(aSchedule 3.13(a) of the Seller Disclosure Schedules and (vi) any such matters of record, Encumbrances and other imperfections of title or minor encroachments 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 and do not secure any Indebtedness (collectively, “Permitted Encumbrances”). (b) All tangible assets owned or leased by the 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.