Common use of Assets and Properties Clause in Contracts

Assets and Properties. (a) Each Company has good title to all of the material tangible personal assets and properties which it purports to own (including those reflected on the March 31 Balance Sheet, except for assets and properties sold, consumed or otherwise disposed of in the ordinary course of business since the date of the March 31 Balance Sheet, which are not individually or in the aggregate material), free and clear of all Encumbrances, except (a) as set forth in Schedule 2.06(a), and (b) liens for taxes not yet due and payable or due but not delinquent or being contested in good faith by appropriate proceedings. Except as set forth in Schedule 2.06(a), the assets owned or leased by the Companies constitute all the assets used in and necessary to conduct the Business as currently conducted. (b) All material tangible property and assets owned or utilized by the Companies are in good operating condition and repair (except for ordinary wear and tear), free from any defects (except such minor defects as do not interfere with the use thereof in the conduct of the normal operations), have been maintained consistent with the standards generally followed in the industry and are sufficient to carry on the Business as presently conducted. All buildings, plants and other structures owned or otherwise utilized by either Company are in good condition and repair (except for ordinary wear and tear) in all material respects. (c) Neither Company owns or has owned any real property. (d) Schedule 2.06(d) sets forth a list of all real property leased by either Company (the "Leased Real Property"). Sellers have made available to Buyer true and complete copies of all leases and subleases relating to the Leased Real Property. With respect to the Leased Real Property, (i) the Companies have good and valid leasehold estates in the Leased Real Property, free and clear of all Encumbrances, and (ii) all existing water, sewer, gas, electricity, telephone and other utilities required for the construction, use, occupancy, operation and maintenance of the Leased Real Property are adequate in all material respects for the use, occupancy, operation and maintenance thereof, as currently conducted or currently exists. Except as set forth on Schedule

Assets and Properties. (a) Each The Company has good title to all of the material tangible personal assets and properties which it purports to own (including those reflected on the March 31 June 30, 2000 Balance Sheet, except for assets and properties sold, consumed or otherwise disposed of in the ordinary course of business since the date of the March 31 Balance Sheet, which are not individually or in the aggregate material), free and clear of all Encumbrances, except (a) as set forth in Schedule 2.06(a), and (b) liens for taxes not yet due and payable or due but not delinquent or being contested in good faith by appropriate proceedings. Except as set forth in Schedule 2.06(a), the assets owned or leased by the Companies Company constitute all the assets used in and necessary to conduct the Business as currently conducted. (b) All material tangible personal property and assets owned or utilized by the Companies Company are in good operating condition and repair (except for ordinary wear and tear), free from any defects (except such minor defects as do not interfere with the use thereof in the conduct of the normal operations), have been maintained consistent with the standards generally followed in the industry and are sufficient to carry on the Business as presently conducted. All To the knowledge of the Principal Stockholders, all buildings, plants and other structures owned or otherwise utilized by either the Company are in good condition and repair (except for ordinary wear and tear) in all material respects. (c) Neither Company owns or has owned any real property. (d) Schedule 2.06(d2.06(c) sets forth a list of all real property leased by either the Company (the "Leased Real Property"). Sellers The Stockholders have made available to Buyer Buyers true and complete copies of all leases and subleases relating to the Leased Real Property. With respect to the Leased Real Property, (i) the Companies have Company has good and valid leasehold estates in the Leased Real Property, free and clear of all Encumbrances, and (ii) to the knowledge of the Principal Stockholders, all existing water, sewer, gas, electricity, telephone and other utilities required for the construction, use, occupancy, operation and maintenance of the Leased Real Property are adequate in all material respects for the use, occupancy, operation and maintenance thereof, as currently conducted or currently exists. Except as set forth on ScheduleSchedule 2.06(c), (A) each such lease or sublease is legal, valid, binding and enforceable against the Company and, to the knowledge of the Principal Stockholders, the other party thereto and (B) the consummation of the transactions contemplated by this Agreement will not cause a material breach or require any third party consent under any such lease or sublease. (d) Except as set forth on Schedule 2.06(d), (i) none of the Principal Stockholders or the Company has received written notice of any pending or threatened condemnation or eminent domain proceedings or their local equivalent with respect to the Leased Real Property, (ii) the Leased Real Property, the use and occupancy thereof by the Company, and the conduct of the Business thereon and therein does not violate any deed restrictions, applicable law consisting of building codes, zoning, subdivision or other land use or similar laws the violation of which would materially adversely affect the use, value or occupancy of any such property or the conduct of the Business thereon, (iii) none of the Stockholders or the Company has received written notice of a material violation of the restrictions or laws described in the foregoing clause (ii), and (iv) none of the structures or improvements on any of the Leased Real Property encroaches upon real property of another person or entity, and no structure or improvement of another person or entity encroaches upon any of the Leased Real Property, which would materially interfere with the use thereof in the ordinary course of business.

Assets and Properties. (a) Each The Company has good title to does not own any real property. Schedule 3.7 sets forth all of the material tangible personal assets written and properties which it purports to own oral leases or other agreements (including those reflected on all amendments, extensions, or modifications thereto) (the March 31 Balance Sheet“Real Property Leases”) pursuant to which the Company uses, except for assets and properties sold, consumed occupies or otherwise disposed possesses items of in real property (the ordinary course of business since the date of the March 31 Balance Sheet, which are not individually or in the aggregate material“Leased Real Property”), free and clear of all Encumbrances, except (a) as set forth in Schedule 2.06(a), and (b) liens for taxes not yet due and payable or due but not delinquent or being contested in good faith by appropriate proceedings. Except as set forth in on Schedule 2.06(a)3.7, the assets owned or leased by Company has, and at the Companies constitute all the assets used in and necessary to conduct the Business as currently conducted. (b) All material tangible property and assets owned or utilized by the Companies are in good operating condition and repair (except for ordinary wear and tear), free from any defects (except such minor defects as do not interfere with the use thereof in the conduct of the normal operations), have been maintained consistent with the standards generally followed in the industry and are sufficient to carry on the Business as presently conducted. All buildings, plants and other structures owned or otherwise utilized by either Company are in good condition and repair (except for ordinary wear and tear) in all material respects. (c) Neither Company owns or has owned any real property. (d) Schedule 2.06(d) sets forth a list of all real property leased by either Company (the "Leased Real Property"). Sellers have made available to Buyer true and complete copies of all leases and subleases relating to the Leased Real Property. With respect to the Leased Real Property, Closing will have: (i) the Companies have good valid and valid subsisting leasehold estates in the Leased Real Property, free and clear of all Encumbrances, ; and (ii) legal and beneficial ownership or the rights to use under a valid lease of all existing waterof its tangible personal property included in the Financial Statements (the “Tangible Personal Property”) (except for properties disposed of after September 30, sewer2006 in the ordinary course of business), gasin each case, electricitysubject to no Liens, telephone and other utilities required for the construction, use, occupancy, operation and maintenance of the Leased Real Property are adequate in all material respects for the use, occupancy, operation and maintenance thereof, as currently conducted or currently existsexcept Permitted Liens. Except as set forth on ScheduleSchedule 3.7, the Real Property Leases are, and any Tangible Personal Property that is leased by the Company are, held under leases or subleases that are, in full force and effect and in all material respects, valid instruments enforceable against the Company in accordance with their respective terms, except as limited by the General Enforceability Exceptions. The Sellers have delivered, or caused the Company to deliver, correct and complete copies of all Real Property Leases. There is no default or breach by the Company or, to the knowledge of the Sellers and the Company, any other party, in the performance of any obligation under any Real Property Lease. Except as set forth on Schedule 3.7, at the Closing, all Leased Real Property, Tangible Personal Property and other assets of the Company used in the Business will be held by the Company, and the Sellers do not hold or have any rights to such properties and assets. (b) Except as set forth on Schedule 3.7, the Company owns all of the rights, properties and assets (other than Intellectual Property which is addressed in Section 3.11) used in and that are necessary to the conduct of its business as presently conducted free and clear of all Liens, except Permitted Liens, and such properties and assets are sufficient to conduct the business of the Company in all material respects as it is currently conducted. (c) The Company has rights of ingress and egress to the Leased Real Property adequate for the conduct of the Business as it is currently conducted. The Sellers and the Company have no knowledge of any condemnation or expropriation proceeding that is pending or threatened against any of the Leased Real Property.

Assets and Properties. (a) Each The Company has good title to all of the material tangible personal assets and properties which it purports to own (including those reflected on the March 31 May 31, 2000 Balance Sheet, except for assets and properties sold, consumed or otherwise disposed of in the ordinary course of business since the date of the March 31 Balance Sheet, which are not individually or in the aggregate material), free and clear of all Encumbrances, except (a) as set forth in Schedule 2.06(a), and (b) liens for taxes not yet due and payable or due but not delinquent or liens being contested in good faith by appropriate proceedings. Except , and (c) except as set forth in Schedule 2.06(a), the assets owned or leased by the Companies Company constitute all the assets used in and necessary to conduct the Business as currently conducted. (b) All material tangible personal property and assets owned or utilized by the Companies Company are in good operating condition and repair (except for ordinary wear and tear), free from any defects (except such minor defects as do not interfere with the use thereof in the conduct of the normal operations), have been maintained consistent with the standards generally followed in the industry and are sufficient to carry on the Business as presently conducted. All buildings, plants and other structures owned or otherwise utilized by either Company are in good condition and repair (except for ordinary wear and tear) in all material respects. (c) Neither The Company owns or has owned does not own any real property. (d) Schedule 2.06(d) sets forth a list of all real property leased by either the Company (the "Leased Real Property"). Sellers The Stockholders have made or will make available within thirty (30) days of the Closing Date to Buyer Buyers true and complete copies of all leases and subleases relating to the Leased Real Property. With respect to the Leased Real Property, (i) the Companies have Company has good and valid leasehold estates in the Leased Real Property, free and clear of all Encumbrances, and (ii) all existing water, sewer, gas, electricity, telephone and other utilities required for the construction, use, occupancy, operation and maintenance of the Leased Real Property are adequate in all material respects for the use, occupancy, operation and maintenance thereof, as currently conducted or currently exists. Except as set forth on ScheduleSchedule 2.06(d), to such Stockholder's knowledge, (A) each such lease or sublease is legal, valid, binding and enforceable and in full force and effect and (B) the consummation of the transactions contemplated by this Agreement will not cause a material breach or require any third party consent under any such lease or sublease. (e) Except as set forth on Schedule 2.06(e), (i) neither such Stockholders nor the Company has received notice of any pending or, to the knowledge of such Stockholder, threatened condemnation or eminent domain proceedings or their local equivalent with respect to the Leased Real Property, (ii) the Leased Real Property, the use and occupancy thereof by the Company, and the conduct of the Business thereon and therein does not violate any applicable law consisting of building codes, zoning, subdivision or other land use or similar laws the violation of which would materially adversely affect the use, value or occupancy of any such property or the conduct of the Business thereon and (iii) neither such Stockholder nor the Company has received written notice of a material violation of the restrictions or laws described in the foregoing clause (ii).

Assets and Properties. (a) Each The Company has good title to all of the material tangible personal assets and properties which it purports to own (including those reflected on the March 31 Balance Sheet, except for assets and properties sold, consumed or otherwise disposed of in the ordinary course of business since the date of the March 31 Balance Sheet, which are Parties do not individually or in the aggregate material), free and clear of all Encumbrances, except (a) as set forth in Schedule 2.06(a)own, and (b) liens for taxes not yet due and payable or due but not delinquent or being contested in good faith by appropriate proceedingshave never owned, any real property. Except as set forth in on Schedule 2.06(a3.10(a), the assets owned Company Parties have good title to or leased by the Companies constitute a valid leasehold or license interest in all the assets tangible personal properties that are used in and or necessary to for the conduct of the Business as currently conductedBusiness, except for such tangible personal property that is used by GNYHA Management Corporation in performing its obligations under the Transition Services Agreement. (b) All material tangible The real estate listed on Schedule 3.10(b) constitutes all of the real property and assets owned leased, subleased or utilized licensed by the Companies are in good operating condition and repair (except for ordinary wear and tear)Company Parties, free from any defects (except such minor defects as do not interfere together with the use thereof in the conduct of the normal operations)all land, have been maintained consistent with the standards generally followed in the industry and are sufficient to carry on the Business as presently conducted. All buildings, plants structures, improvements, fixtures and other structures owned or otherwise utilized by either Company are interests in good condition and repair (except for ordinary wear and tear) in all material respects. (c) Neither Company owns or has owned any real property. , and all easements, rights of way and other appurtenances thereunto belonging or appertaining, and all rights and privileges under the Leases related thereto (dthe “Leased Real Property”). Schedule 3.10(b) Schedule 2.06(d) also sets forth a list of all real property leased by either Company (the "Leased Real Property"). Sellers have made available to Buyer true and complete copies of all leases and subleases relating to the Leased Real Property. With respect to the Leased Real Propertyleases, (i) the Companies have good and valid leasehold estates in the Leased Real Propertysubleases, free and clear of all Encumbrances, and (ii) all existing water, sewer, gas, electricity, telephone licenses and other utilities required for agreements pursuant to which the construction, use, occupancy, operation and maintenance of the Company Parties hold any Leased Real Property are adequate in (collectively, including all material respects for amendments and modifications thereto, the use, occupancy, operation and maintenance thereof, as currently conducted or currently exists“Real Property Leases”). Except as set forth on ScheduleSection 3.10(b), (i) to the Seller’s Knowledge, there are no material violations of zoning, building, health, traffic, sewer/septic, flood control, fire safety, handicap ordinances or other applicable Laws with respect to such Leased Real Property and (ii) to the Seller’s Knowledge, all material improvements making up the Leased Real Property, including, without limitation, the mechanical systems, HVAC systems, plumbing, electrical, security, utility and sprinkler systems (the “Leasehold Improvements”), are in reasonable, working condition, subject only to normal, scheduled maintenance, are reasonably sufficient for the operation of such Leased Real Property for its current use and, to the Seller’s Knowledge, there are no material structural or other physical defects or deficiencies in the condition of such Leasehold Improvements. (c) With respect to each Real Property Lease, (i) the Company Parties hold a valid and existing leasehold interest thereunder, (ii) the Company Parties’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbed during the twelve (12) months prior to the date hereof, and there are no current disputes with respect to such Real Property Lease, (iii) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been redeposited in full, (iv) the Company Parties do not owe, nor will they owe in the future, any brokerage commissions or finder’s fees with respect to such Real Property Lease, (v) the Company Parties have not subleased, licensed or otherwise granted any other party the right to use or occupy such Leased Real Estate or any portion thereof, (vi) the Company Parties have not collaterally assigned or granted any security interest in such Real Property Lease or any interest therein, and (vii) the Company Parties are not in default in any material respect under such Real Property Lease, and, to the Seller’s Knowledge, no other party to such Real Property Lease is in default under such Real Property Lease and to the Seller’ Knowledge, no conditions exist or events have occurred which, with the giving of notice or passage of time, or both, would constitute a default by either the Company Parties under such Real Property Lease. Except as set forth on Schedule 3.10(c), the Leased Real Property constitutes all of the real property and Leasehold Improvements leased by the Company Parties, and the Leased Real Property comprises all of the real property used in connection with the Business.

Assets and Properties. (a) Each The Company has good title to all of the material tangible personal assets and properties which it purports to own (including those reflected on the March May 31 Balance Sheet, except for assets and properties sold, consumed or otherwise disposed of in the ordinary course of business since the date of the March 31 Balance SheetMay 31, which are not individually or in the aggregate material1998), free and clear of all Encumbrances, except (a) as set forth in Schedule 2.06(a), and (b) liens for taxes not yet due and payable or due but not delinquent or being contested in good faith by appropriate proceedings. Except as set forth in Schedule 2.06(a), the assets owned or leased by the Companies Company constitute all the assets used in and necessary to conduct the Business as currently conducted. (b) All material tangible property properties and assets owned or utilized by the Companies Company are in good operating condition and repair (except for ordinary wear and tear), free from any defects (except such minor defects as do not interfere with the use thereof in the conduct of the normal operations), have been maintained consistent with the standards generally followed in the industry and are sufficient to carry on the Business as presently conducted. All Except as set forth in Schedule 2.06(b), all buildings, plants and other structures owned or otherwise utilized by either the Company are in good condition and repair (except for ordinary wear and tear) in all material respects. (c) Neither Schedule 2.06(c) sets forth a list of all real property owned by the Company owns (the "Owned Real Property"). With respect to the Owned Real Property, (i) the Company has good and marketable title in fee simple to the Owned Real Property, free and clear of all Encumbrances except as disclosed in Schedule 2.06(c), (ii) there are no outstanding options or has owned rights of first refusal in favor of any real propertyother party to purchase the Owned Real Property or any portion thereof or interest therein, (iii) there are no leases, subleases, licenses, options, rights, concessions or other agreements, to which any portion of the Owned Real Property is subject, and (iv) all existing water, sewer, gas, electricity, telephone and other utilities required for the use, occupancy, operation and maintenance of the Owned Real Property are adequate in all material respects for the use, occupancy, operation and maintenance thereof, as currently conducted or currently exists. (d) Schedule 2.06(d) sets forth a list of all real property leased or subleased by either the Company (the "Leased Real Property"). Sellers have Seller has made available to Buyer true and complete copies of all leases and subleases relating to the Leased Real Property. With respect to the Leased Real Property, (i) the Companies have Company has good and valid leasehold estates in the Leased Real Property, free and clear of all Encumbrances, and (ii) all existing water, sewer, gas, electricity, telephone and other utilities required for the construction, use, occupancy, operation and maintenance of the Leased Real Property are adequate in all material respects for the use, occupancy, operation and maintenance thereof, as currently conducted or currently exists. Except as set forth on ScheduleSchedule 2.06(d), each such lease or sublease is legal, valid, binding and enforceable against the Company and, to Seller's knowledge, the other party or parties thereto and is in full force and effect. (e) Except as set forth on Schedule 2.06(e), (i) neither the Seller nor the Company has received notice of any pending or, to the knowledge of the Seller, threatened condemnation or eminent domain proceedings or their local equivalent with respect to the Owned Real Property or the Leased Real Property, (ii) the Owned Real Property, the Leased Real Property, the use and occupancy thereof by the Company, and the conduct of the Business thereon and therein do not violate any deed restrictions, (iii) neither Seller nor the Company has received written notice of a material violation of any such restrictions or any applicable building codes, zoning, subdivision or other land use or similar laws, and (iv) to Seller's knowledge, none of the structures or improvements on any of the Owned Real Property or the Leased Real Property encroaches upon real property of another person or entity, and no structure or improvement of another person or entity encroaches upon any of the Owned Real Property or the Leased Real Property, in either case which would materially interfere with the use thereof in the ordinary course of business.

Assets and Properties. (a) Each The Company has good and marketable title to all of the material tangible personal its assets and properties which it purports to own (including those all assets reflected on the March 31 Latest Balance Sheet, except for assets and properties sold, consumed or otherwise disposed of in the ordinary course of business since the date of the March 31 Balance Sheet, which are not individually or in the aggregate material), ) free and clear of all Encumbrances, Liens except (a) as set forth in Schedule 2.06(a), and (b) liens for taxes not yet due and payable or due but not delinquent or being contested in good faith by appropriate proceedingsPermitted Liens. Except as set forth in Schedule 2.06(a), the The assets owned or leased by the Companies Company constitute all the assets that are used or held for use by the Company in the conduct of the Company’s business (and necessary are sufficient in order to conduct the Business Company’s business) as currently conductedpresently conducted by the Company and as conducted by the Company during the twelve (12) month period preceding the Closing Date. (b) All material tangible property and The assets owned or utilized by the Companies are in good operating condition and repair (except for ordinary wear and tear), free from any defects (except such minor defects as do not interfere with the use thereof in the conduct of the normal operations), Company (i) have been maintained consistent with the standards generally followed and repaired in the industry and are sufficient to carry on the Business as presently conducted. All buildingsOrdinary Course of Business, plants and other structures owned or otherwise utilized by either Company (ii) are in good such condition and repair (except for ordinary repair, reasonable wear and teartear excepted, as is suitable for the purposes for which they are presently used by the Company, and (iii) in all are free from material respectsdefects (patent and latent). (c) Neither The Company owns or no, and has never owned any any, real property. (d) Schedule 2.06(d) sets forth a list of all The real property leased or demised by either Company the leases described on Section 3.08(d) of the Disclosure Schedule, (the "“Leased Real Property"). Sellers have made available to Buyer true and complete copies of ”) constitutes all leases and subleases relating to the Leased Real Property. With respect to the Leased Real Property, (i) the Companies have good and valid leasehold estates in the Leased Real Property, free and clear of all Encumbrances, and (ii) all existing water, sewer, gas, electricity, telephone and other utilities required for the construction, use, occupancy, operation and maintenance of the Leased Real Property are adequate in all material respects for real property used, occupied or leased by the use, occupancy, operation and maintenance thereof, as currently conducted or currently existsCompany. Except as set forth on Section 3.08(d) of the Disclosure Schedule, the Leased Real Property leases are in full force and effect, and the Company holds a valid and existing leasehold interest in the Leased Real Property under each such lease. The Company has delivered or made available to Parent (in the Data Room) true, correct and complete copies of each of the leases described on Section 3.08(d) of the Disclosure Schedule, and none of such leases has been modified in any respect, except to the extent that such modifications are disclosed by the copies delivered or made available to Parent. Neither the Company nor, to the Company’s knowledge, any other party to the Leased Real Property leases, is in default in any material respect under any of such leases. No event has occurred which, if not remedied, would result in a default by the Company in any material respect under the Leased Real Property leases and, to the Company’s knowledge, no event has occurred which, if not remedied, would result in a default by any party other than the Company in any material respect under the Leased Real Property leases. The Leased Real Property and all of the material fixtures and improvements thereon are in good operating condition without material structural defects and are suitable, sufficient and appropriate for their current uses. The use and operation of the Leased Real Property in the conduct of the Company’s business do not violate any Law, Order, covenant, condition, restriction, easement, license, Permit, agreement, Contract or right of any Person. No material improvements constituting a part of the Leased Real Property encroach on real property owned or leased by another Person. There are no Actions pending nor, to the Company’s knowledge, threatened against or affecting the Leased Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Assets and Properties. (a) Each The Company does not own any real property. Schedule 4.9 hereto contains a description of each parcel of real property leased or subleased by the Company or in which the Company has good any real estate interest and each lease agreement under which the Company has any direct or indirect leasehold interest in any real property (collectively, “Real Property”). Schedule 4.9 hereto also contains a list of all inventory and equipment owned by the Company as of December 31, 2014. The Company owns outright, has good, valid and marketable title to and is in possession of all of its owned Real Property and other owned properties and assets, whether real, personal or mixed, including without limitation all of the material tangible personal properties and assets reflected in the Company Financials and those acquired since December 31, 2014 (except in each case for properties which it purports to own (including those reflected on the March 31 Balance Sheet, except for and assets and properties sold, consumed sold or otherwise disposed of since December 31, 2014 in the ordinary course of its business since the date of the March 31 Balance Sheet, which are not individually or in the aggregate materialconsistent with past practice), free and clear of all Encumbrancesmortgages, liens, pledges, security interests, charges, claims, restrictions and other encumbrances and defects of title of any nature whatsoever, except (a) as set forth in Schedule 2.06(a), and (b) liens for taxes (i) current Taxes that are not yet due and payable and items disclosed on Schedule 4.9 hereto or due but not delinquent or that are being contested in good faith by and for which appropriate proceedings. Except as set forth reserves have been established on the Company Financials, (ii) covenants, restrictions, conditions, easements, rights of way, zoning ordinances and other similar liens affecting Company leased Real Property, in Schedule 2.06(a)each case which do not detract from the value of, or impair in any respect the existing use of, the assets owned Company leased Real Property except in a de minimis respect, (iii) deposits or leased by pledges made in connection with, or to secure payment of, workers’ compensation, unemployment insurance, old age pension or other social security programs mandated under applicable laws, and (iv) statutory liens to secure landlords, lessors or renters under leases or rental agreements confined to the Companies constitute all premises rented and statutory liens in favor of carriers, warehousemen, mechanics and materialmen, or other similar liens incurred in the assets used in and necessary to conduct the Business as currently conductedordinary course of business consistent with past practice. (b) The assets, Real Property, Intellectual Property, Technology, agreements, contracts, commitments, licenses, permits and other rights of the Company are all of the material assets, Real Property, Intellectual Property, Technology, agreements, contracts, commitments, licenses, permits and other rights necessary and sufficient: (i) for the operation of the businesses of the Company in substantially the same manner as currently conducted and (ii) for the Company to operate such businesses on a stand-alone basis after the Closing in all material respects consistent with past practices; provided, however, that the Sellers are not making any representation or warranty pursuant to this Section 4.9(b) regarding whether the Company’s cash and other working capital items are sufficient. (c) All material facilities, buildings, vehicles, equipment, furniture and fixtures, leasehold improvements and other material items of tangible personal property and assets owned (excluding inventory) owned, leased or utilized used by the Companies Company are in good operating condition and repair (except for ordinary repair, subject to normal wear and tear)tear and routine maintenance, free from any defects (except such minor defects as do not interfere with the use thereof in the conduct of the normal operations), have been maintained consistent with the standards generally followed in the industry and are sufficient to carry on the Business as presently conducted. All buildings, plants and other structures owned or otherwise utilized by either Company are in good condition and repair (except for ordinary wear and tear) useable in all material respects. (c) Neither Company owns or has owned any real propertyrespects in the manner in which they are presently being used. (d) Schedule 2.06(d) sets forth Since January 1, 2013, no written notice has been received by any Seller or the Company from the holder of any mortgage or from any insurance company that has issued a list of all real property leased by either Company (the "Leased Real Property"). Sellers have made available to Buyer true and complete copies of all leases and subleases relating to the Leased Real Property. With policy with respect to the Leased Real Property or by any Board of Fire Underwriters, or other body exercising similar functions, claiming any material defects or deficiencies with respect to the Real Property, (i) or requesting performance of any material demolition, repairs, alterations or other work to the Companies have good and valid leasehold estates in the Leased Real Property, free and clear of all Encumbrances, and . (iie) all existing water, sewer, gas, electricity, telephone and other utilities required for No public or private nuisance condition currently exists on or with respect to the construction, use, occupancy, operation and maintenance of the Leased Real Property are adequate in all material respects for the use, occupancy, operation and maintenance thereof, as currently conducted or currently exists. Except as set forth on ScheduleProperty.

Assets and Properties. (a) Each Company has good title to Schedule 3.10(a) sets forth a correct and complete list of all of the material tangible personal assets computer hardware and properties which it purports to own (including those reflected on the March 31 Balance Sheet, except for assets and properties sold, consumed or otherwise disposed of material computer devices used in the ordinary course Business (i) that are located at the corporate headquarters of business since Seller Parent, or (ii) in respect of which the date corporate IT department of the March 31 Balance Sheet, which are not individually or Seller Parent otherwise maintains a list in the aggregate material)Ordinary Course of Business. The Acquired Entities (after giving effect to the Contribution) have good and marketable title, free and clear of all EncumbrancesLiens (other than Permitted Liens), except to, or a leasehold interest in or a right to use, all of the material properties and assets (including Owned IP), tangible or intangible, that are (a) as set forth in Schedule 2.06(a), and reflected on the Latest Balance Sheet or (b) liens used or held for taxes not yet due use in the conduct of the Business. The tangible assets and payable or due but not delinquent or being contested in good faith by appropriate proceedings. Except as set forth in Schedule 2.06(a), properties of the assets owned or leased by the Companies constitute all the assets used in and necessary to conduct the Business as currently conducted. (b) All material tangible property and assets owned or utilized by the Companies Acquired Entities are in good operating condition and repair (except for ordinary normal wear and tear), free from any defects (except such minor defects as do not interfere with the use thereof in the conduct of the normal operations), have been maintained consistent with the standards generally followed in the industry and are sufficient to carry on the Business as presently conducted. All buildings, plants and other structures owned or otherwise utilized by either Company are in good condition and repair (except for ordinary wear and teartear excepted) in all material respects. (c) Neither Company owns or has owned any real property. (d) Schedule 2.06(d) sets forth a list respects and are fit in all material respects for use in the Ordinary Course of all real property leased by either Company (Business. As of the "Leased Real Property"). Sellers have made available date of the Contribution and prior to Buyer true and complete copies of all leases and subleases relating giving effect to the Leased Real Property. With respect to the Leased Real PropertyContribution, (i) the Companies LLC Seller, Seller Parent and its Affiliates have good and valid leasehold estates in the Leased Real Propertymarketable title, free and clear of all EncumbrancesLiens (other than Permitted Liens) to, or a leasehold interest in or a right to use, all of the Contributed Assets. As of the date of the Contribution and after to giving effect to the Contribution, LLC Holdco has good and marketable title, free and clear of all Liens (other than Permitted Liens) to, or a leasehold interest in or a right to use, all of the Contributed Assets. (b) Except (i) for the services to be provided by Sellers and their Affiliates pursuant to the Transition Services Agreement, which are set forth on Schedule 3.10(b)(i) and (ii) all existing wateras set forth on Schedule 3.10(b)(ii), sewer, gas, electricity, telephone the assets and other utilities required for the construction, use, occupancy, operation and maintenance property of the Leased Real Property are adequate in Acquired Entities (after giving effect to the Contribution) constitute all material respects for of the userights, occupancy, operation assets and maintenance thereof, properties necessary to conduct the Business immediately following the Closing as currently conducted or currently existsand as conducted in the three (3) months prior to the date hereof. Except as set forth on ScheduleSchedule 3.10(b)(iii), there are no rights, assets or properties used in or held for use for the operation of the Excluded Business (but not the operation of the Business) that are owned or licensed by an Acquired Entity or will be owned or licensed by the Acquired Entities immediately following the Closing, except for the services provided pursuant to, and the rights under, the Processing Services Agreement and the Transition Services Agreement.