Common use of Acquired Assets; Title to the Acquired Assets Clause in Contracts

Acquired Assets; Title to the Acquired Assets. Except for the Retained Assets, the Acquired Assets are the only assets, properties, rights and interests used by Transferor in connection with the Plant. The Acquired Assets to be conveyed to Transferee under this Agreement constitute all of the assets, properties, rights and interests necessary to operate the Plant in substantially the same manner as operated by Transferor prior to the date of this Agreement. Transferor has good, marketable and exclusive title to, and the valid and enforceable power and unqualified right to use and transfer to Transferee, each of the Acquired Assets, and the Acquired Assets are free and clear of all Liens and Claims of any kind or nature whatsoever, except for Permitted Liens. The consummation of the transactions contemplated by this Agreement (including, without limitation, the transfer or assignment of the Acquired Assets, and all rights and interests therein, to Transferee as contemplated herein) will not adversely affect such title or rights, or any terms of the applicable agreements (whether written or oral) evidencing, creating or granting such title or rights. None of the Acquired Assets are subject to, or held under, any lease, mortgage, security agreement, conditional sales contract or other title retention agreement, or are other than in the sole possession and under the sole control of Transferor except as described on Schedule 5.1(c) (Title to the Acquired Assets). Transferor has the right under valid and existing leases to occupy, use or control all properties and assets leased by it and included in the Acquired Assets. The delivery to Transferee of the instruments of transfer of ownership contemplated by this Agreement will vest good, marketable and exclusive title (as to all Acquired Assets owned by Transferor) or full right to possess and use (as to all Acquired Assets not owned by Transferor) to the Acquired Assets in Transferee, free and clear of all Liens and Claims of any kind or nature whatsoever, except for (i) current real estate Taxes or governmental charges or levies which are a Lien but not yet due and payable, (ii) Liens disclosed as securing specified liabilities on the Closing Date Balance Sheet with respect to which no default exists, (iii) Liens disclosed on Schedule 5.1(c) (Title to the Acquired Assets), under the heading "Liens," and (iv) minor imperfections of title, if any, none of which are substantial in amount, or materially detract from the value or impair the use of the property subject thereto or the operation of the Plant and which have arisen only in the ordinary and normal course of business consistent with past practice (the Liens described in clauses (i), (ii), (iii) and (iv) being collectively referred to herein as "Permitted Liens").

Acquired Assets; Title to the Acquired Assets. Except for the Retained Assets, the Acquired Assets are the only assets, properties, rights and interests used by Transferor in connection with the PlantBusiness. The Acquired Assets to be conveyed to Transferee under this Agreement constitute all of the assets, properties, rights and interests necessary to operate conduct the Plant Business in substantially the same manner as operated conducted by Transferor prior to the date of this Agreement. Transferor has good, marketable and exclusive title to, and the valid and enforceable power and unqualified right to use and transfer to Transferee, each of the Acquired Assets, and the Acquired Assets are free and clear of all Liens and Claims of any kind or nature whatsoever, except for Permitted Liens. The consummation of the transactions contemplated by this Agreement (including, without limitation, the transfer or assignment of the Acquired Assets, and all rights and interests therein, to Transferee as contemplated herein) will not adversely affect such title or rights, or any terms of the applicable agreements (whether written or oral) evidencing, creating or granting such title or rights. None of the Acquired Assets are subject to, or held under, any lease, mortgage, security agreement, conditional sales contract or other title retention agreement, or are other than in the sole possession and under the sole control of Transferor except as described on Schedule 5.1(c) (Title to the Acquired Assets). Transferor has the right under valid and existing leases to occupy, use or control all properties and assets leased by it and included in the Acquired Assets. The delivery to Transferee of the instruments of transfer of ownership contemplated by this Agreement will vest good, marketable and exclusive title (as to all Acquired Assets owned by Transferor) or full right to possess and use (as to all Acquired Assets not owned by Transferor) to the Acquired Assets in Transferee, free and clear of all Liens and Claims of any kind or nature whatsoever, except for (i) current real estate Taxes or governmental charges or levies which are a Lien but not yet due and payable, (ii) Liens disclosed as securing specified liabilities on the Closing Date Balance Sheet with respect to which no default exists, (iii) Liens disclosed on Schedule 5.1(c) (Title to the Acquired Assets), under the heading "Liens," and (iv) minor imperfections of title, if any, none of which are substantial in amount, or materially detract from the value or impair the use of the property subject thereto or the operation of the Plant Business and which have arisen only in the ordinary and normal course of business consistent with past practice (the Liens described in clauses (i), (ii), (iii) and (iv) being collectively referred to herein as "Permitted Liens").

Acquired Assets; Title to the Acquired Assets. Except for the Retained Assets, the Acquired Assets are the only assets, properties, rights and interests used by Transferor in connection with the Plant. The Acquired Assets to be conveyed to Transferee under this Agreement constitute all of the assets, properties, rights and interests necessary to operate the Plant in substantially the same manner as operated by Transferor prior to the date of this Agreement. Transferor has good, marketable and exclusive title to, and the valid and enforceable power and unqualified right to use and transfer to Transferee, each of the Acquired Assets, and the Acquired Assets are free and clear of all Liens and Claims of any kind or nature whatsoever, except for Permitted Liens. The consummation of the transactions contemplated by this Agreement (including, without limitation, the transfer or assignment of the Acquired Assets, and all rights and interests therein, to Transferee as contemplated herein) will not adversely affect such title or rights, or any terms of the applicable agreements (whether written or oral) evidencing, creating or granting such title or rights. None of the Acquired Assets are subject to, or held under, any lease, mortgage, security agreement, conditional sales contract or other title retention agreement, or are other than in the sole possession and under the sole control of Transferor except as described on Schedule 5.1(c) (Title to the Acquired Assets). Transferor has the right under valid and existing leases to occupy, use or control all properties and assets leased by it and included in the Acquired Assets. The delivery to Transferee of the instruments of transfer of ownership contemplated by this Agreement will vest good, marketable and exclusive title (as to all Acquired Assets owned by Transferor) or full right to possess and use (as to all Acquired Assets not owned by Transferor) to the Acquired Assets in Transferee, free and clear of all Liens and Claims of any kind or nature whatsoever, except for (i) current real estate Taxes or governmental charges or levies which are a Lien but not yet due and payable, (ii) Liens disclosed as securing specified liabilities on the Closing Date Balance Sheet with respect to which no default exists, (iii) Liens disclosed on Schedule 5.1(c) (Title to the Acquired Assets), under the heading "Liens," and (iv) minor imperfections of title, if any, none of which are substantial in amount, or materially detract from the value or impair the use of the property subject thereto or the operation of the Plant and which have arisen only in the ordinary and normal course of business consistent with past practice (the Liens described in clauses (i), (ii), (iii) and (iv) being collectively referred to herein as "Permitted Liens").clauses

Acquired Assets; Title to the Acquired Assets. Except for the Retained Assets, the Acquired Assets are the only assets, properties, rights and interests used by Transferor in connection with the PlantBusiness that is conducted at the Facilities. The Acquired Assets to be conveyed to Transferee under this Agreement constitute all of the assets, properties, rights and interests necessary to operate conduct the Plant Business at the Facilities in substantially the same manner as operated conducted by Transferor prior to the date of this Agreement. Transferor has good, marketable and exclusive title to, and the valid and enforceable power and unqualified right to use and transfer to Transferee, each of the Acquired Assets, and the Acquired Assets are free and clear of all Liens and Claims of any kind or nature whatsoever, except for Permitted Liens. The consummation of the transactions contemplated by this Agreement (including, without limitation, the transfer or assignment of the Acquired Assets, and all rights and interests therein, to Transferee as contemplated herein) will not adversely affect such title or rights, or any terms of the applicable agreements (whether written or oral) evidencing, creating or granting such title or rights. None of the Acquired Assets are subject to, or held under, any lease, mortgage, security agreement, conditional sales contract or other title retention agreement, or are other than in the sole possession and under the sole control of Transferor except as described on Schedule 5.1(c) (Title to the Acquired Assets)otherwise provided herein. Transferor has the right under valid and existing leases to occupy, use or control all properties and assets leased by it and included in the Acquired Assets. The delivery to Transferee of the instruments of transfer of ownership contemplated by this Agreement will vest good, marketable and exclusive title (as to all Acquired Assets owned by Transferor) or full right to possess and use (as to all Acquired Assets not owned by Transferor) to the Acquired Assets in Transferee, free and clear of all Liens and Claims of any kind or nature whatsoever, except for (i) current real estate Taxes or governmental charges or levies which are a Lien but not yet due and payable, (ii) Liens disclosed as securing specified liabilities on the Closing Date Balance Sheet with respect to which no default exists, (iii) Liens otherwise disclosed on herein or in the Schedule 5.1(c) (Title to the Acquired Assets), under the heading "Liens," and (iv) minor imperfections of title, if any, none of which are substantial in amount, or materially detract from the value or impair the use of the property subject thereto or the operation of the Plant Business at the Facilities and which have arisen only in the ordinary and normal course of business consistent with past practice (the Liens described in clauses (i), (ii), (iii) and (iv) being collectively referred to herein as "Permitted Liens").

Acquired Assets; Title to the Acquired Assets. Except for the Retained Assets, the Acquired Assets are the only assets, properties, rights and interests used by Transferor Seller in connection with the PlantBusiness. The Acquired Assets to be conveyed to Transferee Buyer under this Agreement constitute all of the assets, properties, rights and interests necessary to operate conduct the Plant Business in substantially the same manner as operated conducted by Transferor Seller prior to the date of this Agreement. Transferor All of the Acquired Assets used in connection with the operation of the Business (including, without limitation, the material tangible assets reflected on the Interim Balance Sheet) are in good operating condition and repair and are adequate and sufficient for the uses to which they are being put in the Business prior to the Effective Date, subject to normal wear and tear and routine maintenance in the ordinary course of business. Seller has good, marketable and exclusive title to, and the valid and enforceable power and unqualified right to use and transfer to TransfereeBuyer, each of the Acquired Assets, whether located at the Seller’s facilities or at the facilities of its customers or suppliers, and the Acquired Assets are free and clear of all Liens and Claims of any kind or nature whatsoever, except for Permitted LiensLiens (as hereinafter defined). The consummation of the transactions contemplated by this Agreement (including, without limitation, the transfer or assignment of the Acquired Assets, and all rights and interests therein, to Transferee Buyer as contemplated herein) will not adversely affect such title or rights, or any terms of the applicable agreements (whether written or oral) evidencing, creating or granting such title or rights, subject to the obtaining of such consent as may be required by the terms of any contract included among the Acquired Assets with respect to the assignment thereof to Buyer hereunder. None of the Acquired Assets are subject to, or held under, any lease, mortgage, security agreement, conditional sales contract or other title retention agreement, or are other than operating leases or capitalized leases disclosed in the sole possession and under the sole control of Transferor except as described on Schedule 5.1(c5.1(d) (Title to the Acquired Assets)hereto. Transferor Seller has the right under valid and existing leases to occupy, use or control all properties and assets leased by it and included in the Acquired AssetsAssets in the manner in which Seller has been doing so prior to the Effective Date. The delivery to Transferee Buyer of the instruments of transfer of ownership contemplated by this Agreement will vest good, marketable and exclusive title (as to all Acquired Assets owned by TransferorSeller) or full right to possess and use (as to all Acquired Assets not owned by TransferorSeller) to the Acquired Assets in TransfereeBuyer, free and clear of all Liens and Claims of any kind or nature whatsoever, except for (i) current real estate Taxes or governmental charges or levies which are a Lien but not yet due and payable, (ii) Liens disclosed as securing specified liabilities on the Closing Date Year-End Balance Sheet or the Interim Balance Sheet and notes thereto with respect to which no default exists, (iii) Liens disclosed on Schedule 5.1(c5.1(d) (Title to the Acquired Assets)attached hereto, under the heading "Liens," and (iv) minor imperfections of title, if any, none of which are substantial in amount, or materially detract from the value or impair the use of the property subject thereto or the operation of the Plant Business and which have arisen only in the ordinary and normal course of business consistent with past practice (the Liens described in clauses (i), (ii), (iii) and (iv) being collectively referred to herein as "“Permitted Liens"”).

Acquired Assets; Title to the Acquired Assets. Except for the --------------------------------------------- Retained Assets, the Acquired Assets are the only assets, properties, rights and interests used by Transferor in connection with the PlantBusiness that is conducted at the Facilities. The Acquired Assets to be conveyed to Transferee under this Agreement constitute all of the assets, properties, rights and interests necessary to operate conduct the Plant Business at the Facilities in substantially the same manner as operated conducted by Transferor prior to the date of this Agreement. Transferor has good, marketable and exclusive title to, and the valid and enforceable power and unqualified right to use and transfer to Transferee, each of the Acquired Assets, and the Acquired Assets are free and clear of all Liens and Claims of any kind or nature whatsoever, except for Permitted Liens. The consummation of the transactions contemplated by this Agreement (including, without limitation, the transfer or assignment of the Acquired Assets, and all rights and interests therein, to Transferee as contemplated herein) will not adversely affect such title or rights, or any terms of the applicable agreements (whether written or oral) evidencing, creating or granting such title or rights. None of the Acquired Assets are subject to, or held under, any lease, mortgage, security agreement, conditional sales contract or other title retention agreement, or are other than in the sole possession and under the sole control of Transferor except as described on Schedule 5.1(c) (Title to the Acquired Assets)otherwise provided herein. Transferor has the right under valid and existing leases to occupy, use or control all properties and assets leased by it and included in the Acquired Assets. The delivery to Transferee of the instruments of transfer of ownership contemplated by this Agreement will vest good, marketable and exclusive title (as to all Acquired Assets owned by Transferor) or full right to possess and use (as to all Acquired Assets not owned by Transferor) to the Acquired Assets in Transferee, free and clear of all Liens and Claims of any kind or nature whatsoever, except for (i) current real estate Taxes or governmental charges or levies which are a Lien but not yet due and payable, (ii) Liens disclosed as securing specified liabilities on the Closing Date Balance Sheet with respect to which no default exists, (iii) Liens otherwise disclosed on herein or in the Schedule 5.1(c) (Title to the Acquired Assets), under the heading "Liens," and (iv) minor imperfections of title, if any, none of which are substantial in amount, or materially detract from the value or impair the use of the property subject thereto or the operation of the Plant Business at the Facilities and which have arisen only in the ordinary and normal course of business consistent with past practice (the Liens described in clauses (i), (ii), (iii) and (iv) being collectively referred to herein as "Permitted Liens").

Acquired Assets; Title to the Acquired Assets. Except for the Retained Assets, the Acquired Assets are the only assets, properties, rights and interests used by Transferor the Companies in connection with the PlantBusiness. The Acquired Assets to be conveyed to Transferee Buyer under this Agreement Agreement, together with cash, constitute all of the assets, properties, rights and interests necessary to operate conduct the Plant Business in substantially the same manner as operated conducted by Transferor the Companies prior to the date of this Agreement. Transferor None of the Acquired Assets have any material defects or are in need of maintenance or repair, except for ordinary maintenance and repairs. Each Company has good, marketable and exclusive title to, and the valid and enforceable power and unqualified right to use and transfer to TransfereeBuyer, each of their respective Assets, including, without limitation, all dies, molds or other tooling or equipment use in the Acquired AssetsBusiness, whether located at the Companies' facilities or at the facilities of their Customers or suppliers, and the Acquired Assets (henceforth also referred to as the "Assets") are free and clear of all Liens and Claims of any kind or nature whatsoever, except for Permitted LiensLiens and the Liens required to be released under Sections 3.2 and 4.2(k). The consummation of the transactions contemplated by this Agreement (including, without limitation, the transfer or assignment of the Acquired Assets, and all rights and interests therein, to Transferee Buyer as contemplated herein) will not adversely affect such title or rights, or any terms of the applicable agreements (whether written or oral) evidencing, creating or granting such title or rights. None Except as otherwise disclosed in the Schedule entitled "Contracts", none of the Acquired Assets are subject to, or held under, any lease, mortgage, security agreement, conditional sales contract or other title retention agreement, or are other than in the sole possession and under the sole control of Transferor except as described on Schedule 5.1(c) (Title to the Acquired Assets)Companies. Transferor Each Company has the right under valid and existing leases to occupy, use or control all properties and assets leased by it and included in the Acquired Assetsit. The delivery to Transferee Buyer of the instruments of transfer of ownership contemplated by this Agreement will vest good, marketable and exclusive title (as to all Acquired Assets owned by Transferoran Asset Seller) or full right to possess and use (as to all Acquired Assets not owned by Transferoran Asset Seller) to the Acquired Assets in TransfereeBuyer, free and clear of all Liens and Claims of any kind or nature whatsoever, except for (i) current real estate Taxes or governmental charges or levies which are a Lien but not yet due and payablepayable and Liens securing obligations under those installment contracts, (ii) Liens capital leases or vehicle sales contracts that are disclosed as securing specified liabilities on the Closing Date Balance Sheet with respect to which no default exists, (iii) Liens disclosed on Schedule 5.1(c) (Title to the Acquired Assets), under the heading entitled "Liens,Contracts" and that will be assumed by Buyer (iv) minor imperfections of titlecollectively, if any, none of which are substantial in amount, or materially detract from the value or impair the use of the property subject thereto or the operation of the Plant and which have arisen only in the ordinary and normal course of business consistent with past practice (the Liens described in clauses (i), (ii), (iii) and (iv) being collectively referred to herein as "Permitted Liens"). The Schedule entitled "Fixed Assets" attached hereto contains true, correct and complete lists of all fixed assets with an individual net book value in excess of $10,000 used in connection with the Business as of the dates specified therein. No Company owns or holds any marketable Securities.

Acquired Assets; Title to the Acquired Assets. Except for the Retained Assets, the Acquired Assets are the only assets, properties, rights and interests used by Transferor in connection with the PlantBusiness that is conducted at the Facilities. The Acquired Assets to be conveyed to Transferee under this Agreement constitute all of the assets, properties, rights and interests necessary to operate conduct the Plant Business at the Facilities in substantially the same manner as operated conducted by Transferor prior to the date of this Agreement. Transferor has good, marketable and exclusive title to, and the valid and enforceable power and unqualified right to use and transfer to Transferee, each of the Acquired Assets, and the Acquired Assets are free and clear of all Liens and Claims of any kind or nature whatsoever, except for Permitted Liens. The consummation of the transactions contemplated by this Agreement (including, without limitation, the transfer or assignment of the Acquired Assets, and all rights and interests therein, to Transferee as contemplated herein) will not adversely affect such title or rights, or any terms of the applicable agreements (whether written or oral) evidencing, creating or granting such title or rights. None of the Acquired Assets are subject to, or held under, any lease, mortgage, security agreement, conditional sales contract or other title retention agreement, or are other than in the sole possession and under the sole control of Transferor except as described on Schedule 5.1(c) (Title to the Acquired Assets)otherwise provided herein. Transferor has the right under valid and existing leases to occupy, use or control all properties and assets leased by it and included in the Acquired Assets. The delivery to Transferee of the instruments of transfer of ownership contemplated by this Agreement will vest good, marketable and exclusive title (as to all Acquired Assets owned by Transferor) or full right to possess and use (as to all Acquired Assets not owned by Transferor) to the Acquired Assets in Transferee, free and clear of all Liens and Claims of any kind or nature whatsoever, except for (i) current real estate Taxes or governmental charges or levies which are a Lien but not yet due and payable, (ii) Liens disclosed as securing specified liabilities on the Closing Date Balance Sheet with respect to which no default exists, (iii) Liens otherwise disclosed on herein or in the Schedule 5.1(c) (Title to the Acquired Assets), under the heading "Liens," and (iv) minor imperfections of title, if any, none of which are substantial in amount, or materially detract from the value or impair the use of the property subject thereto or the operation of the Plant Business at the Facilities and which have arisen only in the ordinary and normal course of business consistent with past practice (the Liens described in clauses (i), (ii), (iii) and (iv) being collectively referred to herein as "“Permitted Liens"”).

Acquired Assets; Title to the Acquired Assets. Except for the Retained Assets, All of the Acquired Assets are in good operating condition and repair, subject to normal wear and tear consistent with the only age of the properties or assets, properties, rights and interests used by Transferor are adequate and sufficient for the uses to which they are put in connection with the PlantBusiness. The None of the Acquired Assets to be conveyed to Transferee under this Agreement constitute all has any material defects or are in need of the assetsmaintenance or repair, propertiesexcept for ordinary, rights routine maintenance and interests necessary to operate the Plant repairs which are not material in substantially the same manner as operated by Transferor prior to the date of this Agreementnature or cost. Transferor has good, marketable Sellers have good and exclusive valid title to, and the valid and enforceable power and unqualified right to use and transfer to TransfereeBuyer, each of the Acquired Assets, including, without limitation, all dies, molds or other tooling or equipment included in the Acquired Assets, wherever located, and the Acquired Assets are free and clear of all Liens and Claims of any kind or nature whatsoever, except for Permitted Liens. The consummation of the transactions contemplated by this Agreement (including, without limitation, the transfer or assignment of the Acquired Assets, and all rights and interests therein, to Transferee Buyer as contemplated herein) will not adversely affect such title or rights, or any terms of the applicable agreements (whether written or oral) evidencing, creating or granting such title or rights. None of the Acquired Assets are subject to, or held under, any leaselease (other than the Existing Lease (as hereinafter defined)), mortgage, security agreement, conditional sales contract or other title retention agreementagreement (in each case, other than in favor of members of Buyer), or are other than in the sole possession and under the sole control of Transferor except as described on Schedule 5.1(c) (Title to the Acquired Assets). Transferor has the right under valid and existing leases to occupy, use or control all properties and assets leased by it and included in the Acquired AssetsSellers. The delivery to Transferee Buyer of the instruments of transfer of ownership contemplated by this Agreement will vest goodgood and valid (and, marketable and exclusive in the case of the Fee Property, marketable) title (as to all Acquired Assets owned by Transferor) or full right to possess and use (as to all Acquired Assets not owned by Transferor) to the Acquired Assets in TransfereeBuyer, free and clear of all Liens and Claims of any kind or nature whatsoever, except for (i) Liens arising by operation of law that are, individually or in the aggregate, of immaterial amount (other than Taxes not included in clause (ii) hereof), other than under the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or section 412 of the Code, (ii) Liens for current real estate Taxes taxes, assessments, or governmental charges or levies which are a Lien but on property not yet due and payable, (ii) Liens disclosed payable as securing specified liabilities on of the Closing Date Balance Sheet with respect to which no default existsDate, (iii) Liens disclosed on Schedule 5.1(c) (Title to in favor of the Acquired Assets), administrative agent and the Lenders under the heading "Liens," and Credit Agreement, (iv) minor imperfections with respect to real property, the Existing Leases (as defined below), any zoning, building codes, and other land use laws regulating the use or having jurisdiction over real property that do not, individually or in the aggregate, have a material impact on the use or value of titlesuch property, if any(v) with respect to real property, none of which are substantial in amountany easements, covenants, conditions, restrictions, or materially detract from the value similar matters of record affecting title to such property that would not or do not impair the use or occupancy of the such property subject thereto or the in its current use and operation of the Plant and which have arisen only in the ordinary and normal course of business consistent with past practice (vi) Liens set forth on Schedule 5.1(d) (the Liens described in clauses (i), ) through (ii), (iii) and (ivvi) being collectively referred to herein as "Permitted Liens").

Acquired Assets; Title to the Acquired Assets. Except for the Retained Assets, the The Acquired Assets are the only assets, properties, rights and or interests owned or used by Transferor Seller in connection with the PlantBusiness. The Acquired Assets to be conveyed to Transferee Buyer under this Agreement constitute all of the assets, properties, rights and interests necessary to operate conduct the Plant Business in substantially the same manner as operated conducted by Transferor Seller and AccuMed UK prior to the date of this Agreement. Transferor has All of the Acquired Assets used in connection with the operation of the Business (including, without limitation, the assets reflected on the Unaudited Balance Sheet) are in good operating condition and repair and are adequate and sufficient for the uses to which they are put in the Business. None of the Acquired Assets have any material defects or are in need of maintenance or repair, except for ordinary, routine maintenance and repairs that are not material in nature or cost. Seller or AccuMed UK have good, marketable and exclusive title to, and the valid and enforceable power and unqualified right to use and transfer to TransfereeBuyer, each of the Acquired AssetsAssets used in the Business, and whether located at Seller's facilities, AccuMed UK's facilities, or at the facilities of their respective customers or suppliers, and, except as set forth on Schedule 5.1(f)(i), the Acquired Assets are free and clear of all Liens and Claims of any kind or nature whatsoever, except for Permitted Liens. The consummation of the transactions contemplated by this Agreement (including, without limitation, the transfer or assignment of the Acquired Assets, and all rights and interests therein, to Transferee Buyer as contemplated herein) will not adversely affect such title or rights, or any terms of the applicable agreements (whether written or oral) evidencing, creating or granting such title or rights. None of the Acquired Assets are subject to, or held under, any lease, mortgage, security agreement, conditional sales contract or other title retention agreement, or are other than in the sole possession and under the sole control of Transferor except as described on Schedule 5.1(c(i) Seller or AccuMed UK or (Title to ii) a vendor under the Acquired Assets)direction of Seller or AccuMed UK. Transferor has Seller or AccuMed UK have the right under valid and existing leases to occupy, use or control all properties and assets leased by it and included in the Acquired Assets. The delivery to Transferee Buyer of the instruments of transfer of ownership contemplated by this Agreement will vest good, marketable and exclusive title to (as to all Acquired Assets owned by TransferorSeller or AccuMed UK) or full right to possess and use (as to all Acquired Assets not owned by TransferorSeller or AccuMed UK) to the Acquired Assets in TransfereeBuyer, free and clear of all Liens and Claims of any kind or nature whatsoever, except for (i) current real estate Taxes or governmental charges or levies which that are a Lien but not yet due and payable, and (ii) Liens disclosed as securing specified liabilities on the Closing Date Balance Sheet with respect to which no default exists, (iii) Liens disclosed on Schedule 5.1(c5.1(f)(i)(ii) (Title to the Acquired Assets), under the heading "Liens," and (iv) minor imperfections of title, if any, none of which are substantial in amount, or materially detract from the value or impair the use of the property subject thereto or the operation of the Plant and which have arisen only in the ordinary and normal course of business consistent with past practice (the Liens described in clauses (i), ) and (ii), (iii) and (iv) being collectively referred to herein as collectively, "Permitted Liens"). Schedule 5.1(f)(iii) contains true, correct and complete lists of all Fixed Assets relating to the Business as of the dates specified therein.