Common use of Title to and Sufficiency of Assets; Real Property Clause in Contracts

Title to and Sufficiency of Assets; Real Property. (a) Each Group Company has good and valid title to, or a valid leasehold interest in, all personal property and other assets reflected in the 2025 Balance Sheet or acquired after the 2025 Balance Sheet Date that would be required to be reflected on the Company balance sheet prepared in accordance with GAAP, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the 2025 Balance Sheet Date. All such properties and assets (collectively, “Company Property”) are free and clear of Liens, except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Schedule 3.1.11(a); (ii) Liens with respect to Taxes not yet due and payable; (iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice that are not yet due and payable or are being contested in good faith by appropriate proceedings with respect to which there are adequate reserves and are not, individually or in the aggregate, material to the business of the Group Companies; (iv) easements, rights of way, zoning ordinances and other similar encumbrances of public record affecting any real property owned by a Group Company which are not violated by a Group Company in any material respect; or (v) liens arising under or related to conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice. (b) No Group Company owns, or has ever owned, any real property. (c) No Group Company is a party to any lease, sublease, license agreement or other occupancy agreement for real property. (d) After giving effect to the Pre-Closing Reorganization and taking into account the services to be provided under the Transition Services Agreement, (i) the Company Property and Company Leases constitute (together with the Company Owned Intellectual Property) the entirety of the assets, properties and rights which are owned, used or held for use in the operation of the respective businesses of the Group Companies as currently conducted and currently proposed to be conducted, (ii) are sufficient and suitable in all material respects for the operation of the respective businesses of the Group Companies as currently conducted and currently proposed to be conducted, (iii) immediately following the consummation of the Closing, the Group Companies will have good, valid and marketable title to, or a valid leasehold interest in, all the assets, properties and rights necessary, and that are sufficient in all material respects to continue, to conduct their respective businesses as currently conducted and currently proposed to be conducted, and (iv) no Person that is an affiliate of a Group Company (other than another Group Company) or any director, manager or officer of any such Person has any equity interest in or valid right to use any assets, properties or rights used in the respective businesses of the Group Companies. (e) The Company Property and Company Leases are sufficient and suitable in all material respects for the operation of the respective businesses of each of the Group Companies as currently conducted and currently proposed to be conducted.

Title to and Sufficiency of Assets; Real Property. (a) Each Group The Company has good and valid marketable title to, or a valid leasehold interest in, all Real Property and tangible personal property and other assets reflected in the 2025 Balance Sheet 2013 Financial Statements or acquired after the 2025 Balance Sheet Date that would be required to be reflected on the Company balance sheet prepared in accordance with GAAPDate, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the 2025 Balance Sheet Date. All such properties and assets (collectively, “Company Property”including leasehold interests) are free and clear of Liens, Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Schedule 3.1.11(a)Section 3.09(a) of the Disclosure Schedules; (ii) Liens with respect to liens for Taxes not yet due and payablepayable or being contested in good faith by appropriate procedures; (iii) landlords’, mechanics’, materialmen’s, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice that are not yet due and payable or are being contested in good faith by appropriate proceedings with respect to which there are adequate reserves and are not, individually or in the aggregate, material to the business of the Group Companiesbusiness; (iv) easements, rights of way, zoning ordinances and other similar encumbrances of public record affecting any real property owned by a Group Company which are not violated by a Group Company in any material respect; orReal Property; (v1) customer liens and (2) liens pursuant to the clearing arrangements set forth in Section 3.09(a)(v) of the Disclosure Schedules, in each case in the ordinary course of business; (vi) liens or imperfections on property, which do not materially detract from the title to, the value of, or materially interfere or impair any present or intended use of such property or assets; or PR01/ 1485553.8 (vii) liens arising under or related to original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practicebusiness. (b) No Group Except as disclosed in Section 3.09(b) of the Disclosure Schedules, the properties and assets of the Company ownscomprise in all material respects all of the assets and properties of the Company that are used in the conduct of the Company’s business as conducted on the date of this Agreement and are sufficient to conduct such business as currently conducted. (c) Section 3.09(c) of the Disclosure Schedules lists the street address of each parcel of Real Property, or and a list, as of the date of this Agreement, of all leases for each parcel of Real Property (collectively, “Leases”), including the identification of the lessee and lessor thereunder. (d) The Company does not own, and has ever never owned, any real property. (c) No Group Company is a party to any lease, sublease, license agreement or other occupancy agreement for real property. (d) After giving effect to the Pre-Closing Reorganization and taking into account the services to be provided under the Transition Services Agreement, (i) the Company Property and Company Leases constitute (together with the Company Owned Intellectual Property) the entirety of the assets, properties and rights which are owned, used or held for use in the operation of the respective businesses of the Group Companies as currently conducted and currently proposed to be conducted, (ii) are sufficient and suitable in all material respects for the operation of the respective businesses of the Group Companies as currently conducted and currently proposed to be conducted, (iii) immediately following the consummation of the Closing, the Group Companies will have good, valid and marketable title to, or a valid leasehold interest in, all the assets, properties and rights necessary, and that are sufficient in all material respects to continue, to conduct their respective businesses as currently conducted and currently proposed to be conducted, and (iv) no Person that is an affiliate of a Group Company (other than another Group Company) or any director, manager or officer of any such Person has any equity interest in or valid right to use any assets, properties or rights used in the respective businesses of the Group Companies. (e) The Company Property and Company Leases are sufficient and suitable in all material respects for the operation of the respective businesses of each of the Group Companies as currently conducted and currently proposed to be conducted.

Title to and Sufficiency of Assets; Real Property. (a) Each Group The Company has or GRA have good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and tangible personal property and other assets reflected in the 2025 Balance Sheet Audited Financial Statements or acquired after the 2025 Balance Sheet Date that would be required to be reflected on the Company balance sheet prepared in accordance with GAAPDate, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the 2025 Balance Sheet Date. All such properties and assets (collectively, “Company Property”including leasehold interests) are in good working condition (subject to ordinary wear and tear), sufficient for the conduct of the business of the Company and GRA and free and clear of Liens, Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Schedule 3.1.11(a)Section 3.10(a) of the Disclosure Schedules; (ii) Liens with respect to liens for Taxes not yet due and payablepayable or being contested in good faith by appropriate procedures; (iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice that are not yet due delinquent and payable or are being contested in good faith by appropriate proceedings with respect to which there are adequate reserves and are not, individually or in the aggregate, material to the business of the Group CompaniesCompany or GRA; (iv) easements, rights of way, zoning ordinances and other similar encumbrances of public record affecting any real property owned by a Group Company which are not violated by a Group Company in any material respectReal Property; (v) payment obligations pursuant to the Video Gaming Laws; or (vvi) liens arising under other imperfections of title or related to conditional sales contracts and equipment leases with third parties entered into Encumbrances, if any, that, individually or in the ordinary course aggregate, do not and would not reasonably be expected to materially affect the use of the properties or assets subject thereto or otherwise materially impair business consistent operations as presently conducted and are not incurred in connection with past practicethe borrowing of money. (b) No Group Company owns, or has ever owned, any real property. (cSection 3.10(b) No Group Company is a party to any lease, sublease, license agreement or other occupancy agreement for real property. (d) After giving effect to of the Pre-Closing Reorganization and taking into account the services to be provided under the Transition Services Agreement, Disclosure Schedules lists: (i) the Company Property street address of each parcel of owned Real Property; and Company Leases constitute (together with the Company Owned Intellectual Property) the entirety of the assets, properties and rights which are owned, used or held for use in the operation of the respective businesses of the Group Companies as currently conducted and currently proposed to be conducted, (ii) are sufficient the street address of each parcel of leased Real Property, and suitable in all material respects for the operation a list, as of the respective businesses date of this Agreement, of all leases for each parcel of leased Real Property (collectively, “Leases”), including the identification of the Group Companies as currently conducted lessee and currently proposed to be conducted, (iii) immediately following the consummation of the Closing, the Group Companies will have good, valid and marketable title to, or a valid leasehold interest in, all the assets, properties and rights necessary, and that are sufficient in all material respects to continue, to conduct their respective businesses as currently conducted and currently proposed to be conducted, and (iv) no Person that is an affiliate of a Group Company (other than another Group Company) or any director, manager or officer of any such Person has any equity interest in or valid right to use any assets, properties or rights used in the respective businesses of the Group Companieslessor thereunder. (e) The Company Property and Company Leases are sufficient and suitable in all material respects for the operation of the respective businesses of each of the Group Companies as currently conducted and currently proposed to be conducted.