Common use of Assets and Property Clause in Contracts

Assets and Property. (a) Except for assets disposed of in the Ordinary Course since the date of the AI Research Latest Balance Sheet, AI Research owns good and valid title to, or holds pursuant to valid and enforceable leases, all of the personal property shown to be owned or leased by AI Research on the AI Research Latest Balance Sheet, free and clear of all Liens (other than Permitted Liens). (b) The tangible assets used in the operation of the Business (i) are adequate for the uses to which they are being put, and (ii) are in good operating condition and repair, subject to normal wear and tear and ordinary, routine maintenance and repair that are not material in cost or nature. (c) The Contributors’ Representative has made available to the Company (i) the addresses of each parcel of real property that AI Research leases, subleases, or licenses (each a “Leased Property”), and (ii) copies of all Contracts under which AI Research leases, subleases, or licenses such Leased Property (each a “Real Property Lease”). Each Real Property Lease is a valid and binding obligation of AI Research, is in full force and effect, and is enforceable against AI Research, subject to the Enforceability Exceptions. AI Research is not in material breach, violation, or default under any Real Property Lease. AI Research has not leased or otherwise granted to any Person the right to use or occupy any Leased Property or any portion thereof. (d) AI Research does not own any parcel of real property and is not party to any Contract or option to purchase any real property.