Title to Assets; Sufficiency; Condition. Except as disclosed in [Schedule 4.01(e)], Seller owns and as of the Closing Date shall convey good and marketable title to all the Transferred Assets, which as of the Closing Date will be free and clear of any mortgages, liens, pledges, security interests, charges, and all other encumbrances. The Transferred Assets constitute all of the assets, tangible and intangible, of any nature whatsoever, necessary to carry on the Wound Care Business in the Bio Lab. The Facilities constitute the only locations operated by the Lab. Use of the Facilities for which they are presently being used is permitted as of right under all applicable zoning legal requirements. All improvements comply with all applicable laws and ordinances, including those pertaining to zoning, building and the disabled, are in good repair and in good condition, ordinary wear and tear excepted, and are free from latent and patent defects. Each item of personal property included in the Transferred Assets is in good repair and good operating condition, ordinary wear and tear excepted, is suitable for immediate use in the ordinary course of business and is free from latent and patent defects. No item of personal property included in the Transferred Assets is in need of repair or replacement other than as part of routine maintenance in the ordinary course of business. The licenses for all software utilized by the Bio Lab are valid and in full force and effect.

Condition and Sufficiency of Assets. The Company or one of its Subsidiaries has good and valid title to, or a valid leasehold interest in, or adequate rights to use, all buildings, machinery, equipment, and other tangible assets which are necessary for the conduct of its or their business as currently conducted and are shown on the Interim Financial Statement or acquired after the Most Recent Balance Sheet Date (the “Assets”). The Assets are free and clear of all Liens, except for Permitted Liens, except for Assets disposed of in the ordinary course of business since the Most Recent Balance Sheet Date and except in the case of any non-owned Asset, for Liens contained in the Company Contract to use such Asset. Each Asset has been maintained in the ordinary course of business, is in good operating condition, subject to normal wear and tear, and is suitable for the purposes for which it is currently used.

Title to Assets; Sufficiency of Assets; Condition of Assets. Except as set forth on [Schedule 3.4] to this Agreement, the Company is the sole and exclusive legal, beneficial and equitable owner of all right, title and interest in and has good and marketable title to the assets used in the Business, none of which are subject to any Liens but some of which is collateral securing debt pursuant to the Notes. Except for Creditor interests pursuant to the Notes, no Person other than the Company has any interest in any of the assets used in the Business, except licenses of Non-Critical Software and Open Source Software. The assets used in the Business are, taken as a whole, suitable for the purposes for which they are being used by the Company and constitute all of the assets necessary for the operation of the Business as presently conducted by the Company. The assets used in the Business are in good operating condition (normal wear and tear excepted), and are fit in all material respects for use in the ordinary course of business.

Title to and Sufficiency of Assets. The Company has good and marketable title to all of its tangible assets, free and clear of all Liens other than # Permitted Liens, # the SOHL Deed of Trust, and # the LEP Deed of Trust. The assets of the Company constitute all of the assets, rights and properties that are used in the operation of the Company’s business as it is now conducted or that are used or held by the Company for use in the operation of the Company’s business, and taken together, are adequate and sufficient for the operation of the Company’s business as currently conducted. Immediately following the Closing, all of the tangible assets of the Company will be owned, leased or available for use by the Company on terms and conditions substantially identical to those under which, immediately prior to the Closing, the Company owns, leases, uses or holds available for use such tangible assets.

Seller or a Seller Affiliate holds good and valid title to or has the right to use (subject to the terms of the Inbound Licenses) and transfer in accordance with this Agreement, all of the Purchased Assets free and clear of all Encumbrances, other than Permitted Encumbrances and the terms of the Outbound Licenses; provided, that the foregoing shall not be deemed a representation with respect to no infringement, misappropriation, other violation or unlawful use of third-party Intellectual Property, which is solely and exclusively addressed in [Section 2.4]. All Equipment and other items of tangible personal property of the Business are in good operating condition and repair in all material respects, normal wear and tear excepted.

Sufficiency of Consideration. Seller acknowledges and agrees that the Purchase Price paid pursuant hereto in respect of the Acquired Assets and the covenants of Buyer has provided good and sufficient consideration for every promise, duty, release, obligation, agreement and right contained herein, including this Section 5.14.

Assets. Except for those to be transferred to or replaced by the LP, the LLC or Sinclair as contemplated by the terms of this Agreement, including certain Contracts, digital arrangements and IT systems, and employee matters, as set forth in Article 4 hereof, and except for those used to provide administrative, accounting, legal, HR, IT, engineering and other back office and management services from locations other than Austin, Texas, Emmis does not own material assets that are used in the operation of the Stations.

Burdensome Condition. No Required Regulatory Approval, Mitchell Plant Approval, Additional Regulatory Filing and Consent, amendment of the NSR Consent Decree contemplated by [Section 4.13] shall, individually or in the aggregate, impose, be conditioned upon or contain terms, conditions, liabilities, obligations, commitments or sanctions resulting in, or otherwise create or have created, any Burdensome Condition.

Condition Precedent. Notwithstanding anything to the contrary contained in this First Amendment, Tenant and Landlord acknowledge and agree that the effectiveness of this First Amendment shall be subject to the following condition precedent (“Condition Precedent”) having been satisfied: Landlord and Omniox shall have entered into a lease amendment to the Omniox Lease on or before August 14, 2015, pursuant to which Omniox agrees to surrender the Expansion Premises and lease an alternate premises in the Building from Landlord (“Substitute Premises”), which lease amendment shall be on terms and conditions acceptable to Landlord, in Landlord’s sole and absolute discretion. (For the avoidance of any doubt, the Substitute Premises referred to in the immediately preceding sentence is the same “Omniox Premises” referred to in Section 2 of the Lease (as amended pursuant to Section 9 above)). In the event that the Condition Precedent is not satisfied, Landlord shall have the right to terminate this First Amendment upon delivery of written notice to Tenant. Landlord shall have no liability whatsoever to Tenant relating to or arising from Landlord’s inability or failure to cause the Condition Precedent to be satisfied.

Environmental Condition. Except as set forth on [Schedule 4.13] and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect:

Plan Assets. Each Lender as of the Closing Date represents and warrants as of the Closing Date to the Administrative Agent and the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, for the benefit of the Borrower, that such Lender is not and will not be # an employee benefit plan subject to Title I of ERISA, # a plan or account subject to Section 4975 of the Code; # an entity deemed to hold “plan assets” of any such plans or accounts for purposes of ERISA or the Code; or # a “governmental plan” within the meaning of ERISA.

General Assets. Each Participating Employer will pay, from its general assets, the distribution of the Participant’s Account under [Section 6], and all costs, charges and expenses relating thereto.

Purchased Assets. The Assets to be purchased from Sellers shall be limited to the following:

Section # Condition and Sufficiency of Assets. Except as set forth on [Schedule 4.21], all of the material tangible assets used or held for use by the ​ (other than real property and wells), whether owned or leased, # have been reasonably maintained consistent in all material respect with standards generally followed in the industry and are in a condition sufficient for the current operating business of the ​, and # are adequate and suitable for their present and currently intended uses and, to the Knowledge of Seller, are free from material defects other than such defects as do not interfere with the intended use thereof in the conduct of normal operations in any material respect. Except as set forth on [Schedule 4.21], the assets and properties owned or leased by the ​ or that they otherwise have the right to use, constitute all the assets, properties and rights that are required or necessary in connection with the conduct of the Business as it is presently conducted.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that, subject to Landlord’s obligations to make available to Tenant the TI Allowance in accordance with this Lease as described below in this [Section 5], # it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Delivery Date and # Landlord shall have no obligation to alter or repair the Premises for Tenant’s occupancy or construct any improvements or otherwise prepare the Premises for Tenant’s occupancy, except that Landlord will make available to Tenant the Base TI Allowance and, if properly requested by Tenant pursuant to the terms of the Lease, the Additional TI Allowance. Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair.

Financial Condition Covenants. ​ shall comply with the Financial Condition Covenants set forth in the Pricing Letter.

Each of the Borrower and its Subsidiaries has good and marketable title in fee simple to, or valid leasehold interests in, all real property material to the conduct of its business, except for such minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes and except for Permitted Liens.

ADDITIONAL FORFEITURE CONDITION. Incentive Awards shall be subject to the Company's "Forfeiture Policy For Equity and Incentive Awards In the Event of Restatement of Financial Results" as implemented in ​ or, if later modified or replaced by a similar policy (regardless of the title of such policy), as in effect thereafter at the time the Participant's Incentive Award was authorized for any such Plan Period. Such Policy imposes conditions on a Participant's right to receive payments under an Incentive Award and right to retain previous payments in settlement of an Incentive Award (a so-called "clawback") in certain circumstances if the Company's financial statements are required to be restated and in other specified circumstances.

Limited Condition Transactions. For purposes of # determining compliance with any provision of this Agreement which requires the calculation of the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio, the Total Net Leverage Ratio or the Fixed Charge Coverage Ratio, # testing availability under any basket (including any basket measured as a percentage of Consolidated EBITDA or Consolidated Total Assets) or # determining compliance with the accuracy of any representations and warranties or the absence of any Default or Event of Default, in each case, in connection with a Limited Condition Transaction, if ESI makes an LCA Election, the date of determination for calculation of any such ratios or baskets shall be deemed to be the LCA Test Date and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent test period ending prior to the LCA Test Date, ESI or any Restricted Subsidiary could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. For the avoidance of doubt, if ESI has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio or basket, including fluctuations in Consolidated EBITDA or Consolidated Total Assets of ESI or the target Person(s) subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If ESI has made an LCA Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Permitted Acquisition or Investment on or following the relevant LCA Test Date and prior to the earlier of # the date on which such Limited Condition Transaction is consummated or # the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket (other than, in the period prior to funding of a Permitted Acquisition or Investment financed with any Incremental Facilities, any basket measured as a percentage of Consolidated EBITDA) shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Financial Condition Certificate. The Administrative Agent shall have received a certificate or certificates executed by a Responsible Officer of the Borrower as of the Closing Date, as to certain financial matters, substantially in the form of [Exhibit N].