Common use of Acquired Assets Clause in Contracts

Acquired Assets. Seller has legal and beneficial ownership and good, valid and marketable title in and to the Acquired Assets, free and clear of any Liens, other than in respect of: (a) the patents relating to the Acquired Assets which are legally owned by Borody for the benefit of Seller and which Borody will transfer to Buyer at Closing, (b) the Charges which will be created on the Effective Date in accordance with Section 6.1A; and (c) the Assumed Liabilities, and upon delivery to Buyer at Closing of the instruments of transfer contemplated by Sections 8.1.3 and 8.1.5, Buyer shall thereby acquire legal and beneficial ownership and good, valid and marketable title in and to the Acquired Assets, free and clear of any Liens, other than the Assumed Liabilities or those Acquired Assets which are not capable of being transferred and are the subject of the grant of a licence in accordance with Section 4. The Acquired Assets are in good and serviceable condition and are suitable for the uses for which used by Seller. The Acquired Assets comprise all of the material assets, of any type, necessary for the exploitation of the Acquired Assets or conduct of business with respect to the Acquired Assets and the exploitation of the Technology and the Products by Buyer as same has been heretofore conducted by Seller, and there are no material assets or properties owned, controlled, leased, licensed or used by Seller in the exploitation of the Acquired Assets or the operation of business in respect of the Acquired Assets or the exploitation of the Technology and the Products that will not be transferred to Buyer hereunder. There are no outstanding Liabilities or Liens related to the Acquired Assets or the Products other than the Assumed Liabilities.

Acquired Assets. Seller has legal (a) The execution and beneficial ownership delivery of this Agreement and goodthe consummation of the transactions contemplated hereby will not result in a breach of the terms and conditions of, valid or result in a loss of rights under, or result in the creation of any lien, charge or encumbrance upon, any of the Acquired Assets for any reason, including but not limited to pursuant to (i) Sellers’ charter documents, (ii) any franchise, mortgage, deed of trust, lease, license, permit, agreement, contract, instrument or undertaking to which Sellers are a party or by which they or any of their properties are bound, or (iii) any statute, rule, regulation, order, judgment, award or decree. (b) Sellers have good and marketable title in and to all of the Acquired Assets, free and clear of all mortgages, liens, leases, pledges, charges, encumbrances, equities or claims. (c) The Acquired Assets are not subject to any Liensmaterial liability, absolute or contingent. (d) The list of Acquired Assets set forth in Appendix B of this Agreement is an accurate description of all of the Mineral Leases of Sellers that are being assigned by the Sellers to the Buyer pursuant to this Agreement. (e) The list of Acquired Assets set forth in Appendix B to this Agreement contains a list of all contracts, agreements, licenses, leases, arrangements, commitments and other than in respect of: (a) the patents undertakings relating to the Acquired Assets to which Sellers are legally owned a party or by Borody for which they or the benefit Acquired Assets are bound. All of Seller such contracts, agreements, leases, licenses and which Borody commitments are valid, binding and in full force and effect, and are assignable to Buyer without the consent of any other party or such consent will be obtained in writing prior to the Closing. (f) No consent is necessary to effect the transfer to Buyer at Closing, (b) the Charges which will be created on the Effective Date in accordance with Section 6.1A; and (c) the Assumed Liabilities, and upon delivery to Buyer at Closing of the instruments any of transfer contemplated by Sections 8.1.3 and 8.1.5, Buyer shall thereby acquire legal and beneficial ownership and good, valid and marketable title in and to the Acquired Assets, free and clear upon the consummation of any Liensthe transactions contemplated hereby, other than Buyer will be entitled to use the Assumed Liabilities or those Acquired Assets which are not capable of being transferred and are to the subject full extent that Sellers used the same immediately prior to the transfer of the grant Acquired Assets. (g) On the Closing, Buyer will have no less than a 78% net revenue interest in the Mineral Leases, or greater as indicated in Appendix B to this Agreement. (h) There is no condition, order, or situation or any basis for such that would cause the prohibition of a licence customary oil and gas drilling on the Mineral Leases after the Closing in accordance with Section 4. The Acquired Assets are in good applicable laws, rules and serviceable condition and are suitable for the uses for which used by Seller. The Acquired Assets comprise all of the material assets, of any type, necessary for the exploitation of the Acquired Assets or conduct of business with respect to the Acquired Assets and the exploitation of the Technology and the Products by Buyer as same has been heretofore conducted by Seller, and there are no material assets or properties owned, controlled, leased, licensed or used by Seller in the exploitation of the Acquired Assets or the operation of business in respect of the Acquired Assets or the exploitation of the Technology and the Products that will not be transferred to Buyer hereunder. There are no outstanding Liabilities or Liens related to the Acquired Assets or the Products other than the Assumed Liabilitiesregulations.

Acquired Assets. (a) The Acquired Assets are all of the assets, whether tangible or intangible (other than Excluded Assets), owned by Seller has legal that are used in or necessary for the manufacture of the Products, other than the Excluded Assets and beneficial ownership the standard “off the shelf” non-Product specific property, such as furniture and good, valid computers. (b) Seller owns good and marketable title in and to each of the Acquired Assets, free and clear of any Liens. No third Person owns any rights in or to any Acquired Asset, other than in respect ofincluding any Shuffler and DeckChecker Intellectual Property. Without limiting the generality of the foregoing, each Lender has terminated any and all Liens which such Lender had or may have had on any Acquired Asset. (c) The Shuffler and DeckChecker Intellectual Property are all of the Intellectual Property owned by Seller: (ax) used in, or a part of, the patents conduct of that portion of Seller’s business involving or relating to the Acquired Assets as currently conducted by Seller and (y) which are legally owned claimed by Borody for the benefit of Seller and which Borody will transfer to Buyer at Closing, (b) the Charges which will be created on the Effective Date in accordance with Section 6.1A; and (c) the Assumed Liabilities, and upon delivery to Buyer at Closing cover any of the instruments of transfer contemplated by Sections 8.1.3 and 8.1.5, Buyer shall thereby acquire legal and beneficial ownership and good, valid and marketable title Products. (d) All Products installed in and to the Acquired Assets, free and clear of any Liens, other than the Assumed Liabilities or those Acquired Assets which are not capable of being transferred and are the subject Legal Gaming Venue as of the grant of Closing Date have been sold to a licence in accordance with Section 4. The Acquired Assets are in good and serviceable condition and are suitable for the uses for which used by Seller. The Acquired Assets comprise all of the material assets, of any type, necessary for the exploitation of the Acquired Assets or conduct of business with respect to the Acquired Assets and the exploitation of the Technology and the Products by Buyer as same has been heretofore conducted by Sellerthird party, and there are no material assets leases, licenses or properties owned, controlled, leased, licensed or used by Seller in the exploitation “free trial” arrangements with respect to any such Products. (e) As of the Acquired Assets or the operation of business in respect of the Acquired Assets or the exploitation of the Technology and the Products that will not be transferred to Buyer hereunder. There Closing Date, there are no outstanding Liabilities products of that portion of Seller’s business involving or Liens related relating to the Acquired Assets on a “free trial,” except as disclosed in Schedule 4.8(e). (f) As of the Closing Date, there are no pending orders received by the Seller for any Product. (g) None of TCS, Suzo Happ, Ten Stix or any of their respective subsidiaries or Affiliates currently has or claims to have any right to sell or distribute, or act as a distributor, representative or agent of Seller or any of Seller’s Affiliates with respect to, any of the Products other than the Assumed LiabilitiesProducts.

Acquired Assets. Seller has legal and beneficial ownership and good, valid marketable and marketable insurable title in and to all of the Acquired Assets, free and clear of any Liensall Encumbrances except for Permitted Encumbrances and Encumbrances that will be discharged at the applicable Closing. Seller has complete and unrestricted power and the unqualified right to sell, other than in respect of: (a) the patents relating to convey, assign, transfer and deliver the Acquired Assets which are legally owned by Borody for the benefit and all assignments and other instruments of Seller and which Borody will transfer to Buyer be executed and delivered by Seller to Purchaser at Closingthe applicable Closing shall be valid and binding obligations of Seller, (b) the Charges which will be created on the Effective Date enforceable in accordance with Section 6.1A; and (c) the Assumed Liabilitiestheir respective terms, and upon delivery to Buyer at Closing of the instruments of transfer contemplated by Sections 8.1.3 and 8.1.5, Buyer shall thereby acquire legal and beneficial ownership and effectively vest in Purchaser good, valid marketable and marketable insurable title in and to the Acquired Assets. The Tangible Assets Schedule sets forth a materially accurate description of Inventory, free Equipment and clear of any Liens, Machinery and other than tangible assets (whether owned or leased by Seller) included in the Assumed Liabilities or those Acquired Assets and a designation as to which of such assets, if any, are leased by Seller, and the Intangible Assets Schedule sets forth a materially accurate list of all intangible assets included in the Acquired Assets and a designation as to which of such assets, if any, are held under license by Seller. The Accounts Receivable or portions thereof included in the Acquired Assets represent bona fide claims against debtors for sales, services performed or other charges arising in the Ordinary Course of Business and are not capable of being transferred and are the subject of the grant of a licence in accordance with Section 4to dispute, set-off or counterclaim. The Acquired Assets are in good and serviceable operating condition and repair, subject to normal wear and tear, and are suitable sufficient for the uses for which used by provision of Seller. The Acquired Assets comprise all of the material assets, of any type, necessary for the exploitation of the Acquired Assets or conduct of business with respect ’s media services to the Acquired Assets and the exploitation of the Technology and the Products by Buyer as same has been heretofore conducted by Seller, and there are no material assets or properties owned, controlled, leased, licensed or used by Seller in the exploitation of the Acquired Assets or the operation of business in respect of the Acquired Assets or the exploitation of the Technology and the Products that will not be transferred to Buyer hereunder. There are no outstanding Liabilities or Liens related to the Acquired Assets or the Products other than the Assumed LiabilitiesProperties.

Acquired Assets. Seller (a) Each of the properties comprising the Acquired Assets is legal, valid, binding, enforceable and in full force and effect. Wexford has legal performed each and beneficial ownership every obligation and goodrequirement under each agreement affecting the Acquired Assets necessary to create, valid preserve and marketable title maintain each of the properties comprising the Acquired Assets as legal, valid, binding, enforceable and in full force and effect. Wexford has made each and every required filing with all federal, state and local governmental authorities, and similar documents, necessary to create, preserve and maintain the Acquired Assets and all such filings are complete, true and correct. Wexford is not in breach of or default under any agreements affecting the properties comprising the Acquired Assets and no event has occurred which, with notice or passage of time, would constitute a breach of or default under or permit revocation, termination or modification of the Acquired Assets and Wexford has received no notice and have no knowledge of any such breach, default, revocation, termination or modification which would materially affect the Acquired Assets. (b) With respect to each property comprising the Acquired Assets: (i) Wexford has good and marketable title, free and clear of any Lienssecurity interest, easement, covenant or other than in respect of: restriction; (aii) there are no pending or threatened condemnation proceedings, lawsuits or administrative actions relating to any Acquired Assets or other matters affecting adversely the current use, occupancy or value thereof; (iii) the patents relating to legal description for each property as set forth on Exhibit A attached hereto describes such property fully and adequately; (iv) all facilities thereon have received all approvals of governmental authorities (including licenses and permits) required in connection with the Acquired Assets which are legally owned by Borody for the benefit of Seller ownership or operation thereof and which Borody will transfer to Buyer at Closing, (b) the Charges which will be created on the Effective Date have been operated and maintained in accordance with Section 6.1Aapplicable laws, rules and regulations; and (cv) there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the Assumed Liabilities, and upon delivery to Buyer at Closing right of use or occupancy of any portion of the instruments Acquired Assets; (vi) there are no outstanding options or rights of transfer contemplated by Sections 8.1.3 and 8.1.5, Buyer shall thereby acquire legal and beneficial ownership and good, valid and marketable title in and first refusal to purchase the Acquired Assets, free and clear of or any Liens, other than the Assumed Liabilities portion thereof or those Acquired Assets which are not capable of being transferred and are the subject of the grant of a licence in accordance with Section 4. The Acquired Assets are in good and serviceable condition and are suitable for the uses for which used by Seller. The Acquired Assets comprise all of the material assets, of any type, necessary for the exploitation of the Acquired Assets or conduct of business with respect to the Acquired Assets and the exploitation of the Technology and the Products by Buyer as same has been heretofore conducted by Seller, and there are no material assets or properties owned, controlled, leased, licensed or used by Seller in the exploitation of the Acquired Assets or the operation of business in respect of the Acquired Assets or the exploitation of the Technology and the Products that will not be transferred to Buyer hereunder. There are no outstanding Liabilities or Liens related to the Acquired Assets or the Products other than the Assumed Liabilitiesinterest therein.

Acquired Assets. Seller has legal and beneficial ownership and good, valid and marketable title in and Title to the Acquired Assets, free and clear of any Liens, other than in respect of: ; Allied Shares. (aI) the patents relating to the Acquired Assets which are legally owned by Borody Except for the benefit of Seller and which Borody will transfer to Buyer at Closing, (b) the Charges which will be created on the Effective Date in accordance with Section 6.1A; and (c) the Assumed Liabilities, and upon delivery to Buyer at Closing of the instruments of transfer contemplated by Sections 8.1.3 and 8.1.5, Buyer shall thereby acquire legal and beneficial ownership and good, valid and marketable title in and to the Acquired Retained Assets, free and clear of any Liens, other than the Assumed Liabilities or those Acquired Assets which are not capable of being transferred and are the subject of the grant of a licence in accordance with Section 4. The Acquired Assets are in good and serviceable condition and are suitable for the uses for which used by Seller. The Acquired Assets comprise all of the material assets, of any type, necessary for the exploitation of the Acquired Assets or conduct of business with respect to the Acquired Assets and the exploitation Allied Assets are the only assets, properties, rights and interests used by the Companies or Allied in connection with the Business. The Acquired Assets to be conveyed to Buyer under this Agreement, together with cash, and the Allied Assets constitute all of the Technology assets, properties, rights and interests necessary to conduct the Products by Buyer Business in substantially the same manner as same has been heretofore conducted by Seller, and there are no material assets or properties owned, controlled, leased, licensed or used by Seller in the exploitation Companies prior to the date of this Agreement. None of the Acquired Assets or the operation Allied Assets have any material defects or are in need of business 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, in respect the case of the Asset Sellers, transfer to Buyer, each of their respective Assets, including, without limitation, all dies, molds or other tooling or equipment use in the Business, whether located at the Companies' facilities or at the facilities of their Customers or suppliers, and the Acquired Assets and the Allied Assets (collectively, the "Assets") are free and clear of all Liens and Claims of any kind or nature whatsoever, except for Permitted Liens and the Liens required to be released under Sections 3.2, 4.2(k) and 4.3(k). The consummation of the transactions contemplated by this Agreement (including, without limitation, the transfer or assignment of the Acquired Assets Assets, and all rights and interests therein, to Buyer as contemplated herein) will not adversely affect such title or the exploitation rights, or any terms of the Technology applicable agreements (whether written or oral) evidencing, creating or granting such title or rights. Except as otherwise disclosed in the Schedule entitled "Contracts", none of the 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 Products sole control of the Companies. Each Company has the right under valid and existing leases to occupy, use or control all properties and assets leased by it. The delivery to 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 an Asset Seller) or full right to possess and use (as to all Acquired Assets not owned by an Asset Seller) to the Acquired Assets in Buyer, free and clear of all Liens and Claims of any kind or nature whatsoever, except for current real estate Taxes or governmental charges or levies which are a Lien but not yet due and payable and Liens securing obligations under those installment contracts, capital leases or vehicle or computer hardware and software sales contracts that are disclosed on the Schedule entitled "Contracts" and that will not be transferred to assumed by Buyer hereunder(collectively, "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. (II) Allied has an authorized capital consisting solely of 9000 shares of Common Stock, without par value, of which 928 shares, and only 928 shares, are issued and outstanding, and of which none are held as treasury shares. All of such Allied Shares are duly authorized, validly issued, fully paid and non-assessable, and there are no other securities of Allied of any class issued, reserved for issuance or outstanding. There are no outstanding Liabilities options, offers, warrants, conversion rights, subscriptions, or Liens related agreements or rights of any kind to subscribe for or to purchase, or commitments to issue (either formal or informal, firm or contingent) shares of capital stock or other securities of Allied, whether debt, equity or a combination thereof, or obligating Allied to grant, extend or enter into any such agreement or commitment. The Allied Shareholders are the sole holders of record and beneficial owners of such number of Allied Shares as are set forth on Schedule 1.3. Good, valid and marketable title to the Acquired Assets or Allied Shares which the Products Allied Shareholders purport to own is held by the Allied Shareholders, free and clear of all Liens and Claims. The certificates and other than documents representing the Assumed LiabilitiesAllied Shares to be delivered to Buyer at the Closing are valid and genuine.

Acquired Assets. Seller has legal (a) The execution and beneficial ownership delivery of this Agreement and goodthe consummation of the transactions contemplated hereby will not result in a breach of the terms and conditions of, valid or result in a loss of rights under, or result in the creation of any lien, charge or encumbrance upon, any of the Acquired Assets for any reason, including but not limited to pursuant to (i) Sellers’ charter documents, (ii) any franchise, mortgage, deed of trust, lease, license, permit, agreement, contract, instrument or undertaking to which Sellers are a party or by which they or any of their properties are bound, or (iii) any statute, rule, regulation, order, judgment, award or decree. (b) Sellers have good and marketable title in and to all of the Acquired Assets, free and clear of all mortgages, liens, leases, pledges, charges, encumbrances, equities or claims, and is conveying such title in such state to the Buyer pursuant to this Agreement. (c) The Acquired Assets are not subject to any Liensmaterial liability, absolute or contingent. (d) The list of Acquired Assets set forth in Appendix B of this Agreement is an accurate description of all of the Mineral Leases of Sellers that are being assigned by the Sellers to the Buyer pursuant to this Agreement. (e) The list of Acquired Assets set forth in Appendix B to this Agreement contains a list of all contracts, agreements, licenses, leases, arrangements, commitments and other than in respect of: (a) the patents undertakings relating to the Acquired Assets to which Sellers are legally owned a party or by Borody for which they or the benefit Acquired Assets are bound. All of Seller such contracts, agreements, leases, licenses and which Borody commitments are valid, binding and in full force and effect, and are assignable to Buyer without the consent of any other party or such consent will be obtained in writing prior to the Closing. (f) No consent is necessary to effect the transfer to Buyer at Closing, (b) the Charges which will be created on the Effective Date in accordance with Section 6.1A; and (c) the Assumed Liabilities, and upon delivery to Buyer at Closing of the instruments any of transfer contemplated by Sections 8.1.3 and 8.1.5, Buyer shall thereby acquire legal and beneficial ownership and good, valid and marketable title in and to the Acquired Assets, free and clear upon the consummation of any Liensthe transactions contemplated hereby, other than Buyer will be entitled to use the Assumed Liabilities or those Acquired Assets which are not capable of being transferred and are to the subject full extent that Sellers used the same immediately prior to the transfer of the grant Acquired Assets. (g) On the Closing, Buyer will have no less than a 78% net revenue interest in the Mineral Leases, or greater as indicated in Appendix B to this Agreement. (h) There is no condition, order, or situation or any basis for such that would cause the prohibition of a licence customary oil and gas drilling on the Mineral Leases after the Closing in accordance with Section 4. The Acquired Assets are in good applicable laws, rules and serviceable condition and are suitable for the uses for which used by Seller. The Acquired Assets comprise all of the material assets, of any type, necessary for the exploitation of the Acquired Assets or conduct of business with respect to the Acquired Assets and the exploitation of the Technology and the Products by Buyer as same has been heretofore conducted by Seller, and there are no material assets or properties owned, controlled, leased, licensed or used by Seller in the exploitation of the Acquired Assets or the operation of business in respect of the Acquired Assets or the exploitation of the Technology and the Products that will not be transferred to Buyer hereunder. There are no outstanding Liabilities or Liens related to the Acquired Assets or the Products other than the Assumed Liabilitiesregulations.

Acquired Assets. (a) Seller has legal and beneficial ownership and owns good, valid and marketable title in and to the Acquired AssetsReal Property, free and clear of any Lienssubject only to Permitted Exceptions, other than in respect of: (a) the patents relating to the Acquired Assets which are legally owned by Borody for the benefit of Seller and which Borody will transfer to Buyer at Closingand, (b) the Charges which will be created on the Effective Date in accordance together with Section 6.1A; and (c) the Assumed LiabilitiesFCS, and upon delivery to Buyer at Closing of the instruments of transfer contemplated by Sections 8.1.3 and 8.1.5, Buyer shall thereby acquire legal and beneficial ownership and good, valid and marketable title in or a valid leasehold interest in, all of the other Acquired Assets and to all of the Acquired Assets, Assets are free and clear of all restrictions on or conditions to transfer or assignment, liens, defects, encumbrances and claims of any kind whatsoever, (collectively, “Liens”), other than those Liens which are described in Schedule 2.10(a) (the Assumed Liabilities or those Liens referred to in Schedule 2.10(a) are referred to herein as “Permitted Liens”); and Seller has the complete and unrestricted power, right and authority to transfer, sell, assign, convey and deliver the Acquired Assets which are not capable of being transferred and are the subject of the grant of a licence to Buyer in accordance with Section 4the terms hereof. To the knowledge of Seller, Seller is not in violation of any zoning, building or safety ordinance, regulation or requirement or other law or regulation applicable to its properties, nor has it received any notice of violation with which it has not complied. (b) The Acquired Assets are in good and serviceable condition and are suitable for the uses for which used by Seller. The Acquired Assets comprise constitute all of the material assets, of any typeproperties, licenses and other agreements which are presently being used primarily in, or necessary for to conduct, the exploitation Business as presently conducted. (c) The tangible property constituting a portion of the Acquired Assets has been maintained and serviced by Seller in accordance with the usual and customary practices of the Business, and Seller has not received any notice that any of such tangible property is in violation of any existing law or conduct of business with respect any building, zoning, health, safety or other ordinance, code or regulation; subject to the Acquired Assets and foregoing, the exploitation tangible property is sold as is. (d) Schedule 2.10(d) sets forth a list of all real property leases (the “Leases”) in effect as of the Technology date hereof under which Seller is a lessee or a successor or assignee of the tenancy interest therein, which leased real property is utilized in connection with the Business. All Leases are currently in full force and the Products by Buyer as same has been heretofore conducted by effect and constitute legal, valid and binding obligations of Seller, and, to Seller’s knowledge, the other parties thereto. Seller has made available to Buyer true, correct and complete copies of all Leases, including all amendments, modifications and renewals thereof. To Seller’s knowledge, there are no material assets defaults by the landlord under any of the Leases; Seller has not waived any rights under any of the Leases; and there is no pending or, to Seller’s knowledge, threatened action or properties ownedproceeding which could adversely affect Buyer’s use of the premises after consummation of the transactions contemplated hereby. No other party to a Lease has notified Seller of its intention to cease to perform any services required to be performed by it or withhold any payment required to be made by it thereunder. Except as disclosed in Schedule 2.10(d), controllednone of the Leases would require the consent or approval of any party thereto other than Seller or the consent or approval of any third party in connection with the consummation of the transactions contemplated hereby or contains any provision that, leasedas a result of the consummation of the transactions contemplated by this Agreement, licensed causes one or used more of the following to occur: (i) Seller is deemed to be in default, or there exists a lapse of time which would result in default, under such Lease (with or without the giving of notice and any cure period); (ii) automatically voids such Lease or renders voidable, by any party other than Seller, the Lease or provides any party other than Seller with a right to terminate or rescind such Lease; (iii) imposes any fine, penalty, charge or increase in payments or other charges required to be made by Seller in under such Lease; or (iv) otherwise modifies any of the exploitation material terms of such Lease. (e) Schedule 2.10(e) sets forth a list of all of the locations where any of the Acquired Assets or the operation of business in respect of the Acquired Assets or the exploitation of the Technology and the Products that will not be transferred to Buyer hereunder. There are no outstanding Liabilities or Liens related to the Acquired Assets or the Products other than the Assumed Liabilitiespersonal property are located.

Acquired Assets. Except as set forth in Schedule 4.8: (a) Seller has legal and beneficial ownership and holds good, valid and marketable title to, or a valid leasehold interest in, all of the Acquired Assets to be sold by Seller, in each case free and clear of all liens, defects, restrictions, encumbrances and claims whatsoever and has the complete and unrestricted power, right and authority to sell, transfer, assign and deliver, and following the Closing, Buyer will have good, valid and marketable title to, or a valid leasehold interest in, all of the Acquired Assets, free and clear of all liens, defects, restrictions, encumbrances and claims whatsoever. Seller is not in violation of any Lienszoning, building or safety ordinance, regulation or requirement or other than in respect of: (a) the patents relating law or regulation applicable to the Acquired Assets its properties, nor has it received any notice of violation with which are legally owned by Borody for the benefit of Seller and which Borody will transfer to Buyer at Closing, it has not complied. (b) The Acquired Assets include all assets, properties, licenses and other agreements necessary for the Charges which will be created on continued conduct of Business after the Effective Date Closing in accordance with Section 6.1A; and substantially the same manner as conducted prior to the Closing. (c) the Assumed Liabilities, and upon delivery to Buyer at Closing of the instruments of transfer contemplated by Sections 8.1.3 and 8.1.5, Buyer shall thereby acquire legal and beneficial ownership and good, valid and marketable title in and to the Acquired Assets, free and clear of any Liens, other than the Assumed Liabilities or those Acquired Assets which are not capable of being transferred and are the subject of the grant of The tangible property constituting a licence in accordance with Section 4. The Acquired Assets are in good and serviceable condition and are suitable for the uses for which used by Seller. The Acquired Assets comprise all of the material assets, of any type, necessary for the exploitation portion of the Acquired Assets or conduct of business is in good operating condition and repair, subject to normal wear and tear, and have been maintained and serviced in accordance with respect to the Acquired Assets usual and the exploitation customary practices of the Technology and the Products by Buyer as same has been heretofore conducted by SellerBusiness, and Seller has not received any notice that any of such tangible property is in violation of any existing law or any building, zoning, health, safety or other ordinance, code or regulation. (d) Schedule 4.8(d) sets forth a list of all of real property leases (the "LEASES") in effect as of the date hereof under which Seller or a Subsidiary is a lessee or a successor or assignee of the tenancy interest therein, which leased real property is utilized in connection with the Business. All Leases are currently in full force and effect and constitute legal valid and binding obligations of Seller or a Subsidiary, and, to Seller's Knowledge, the other parties thereto. Except as otherwise provided in this Agreement, "SELLER'S KNOWLEDGE" shall mean the actual knowledge of Seller and each of Maurice P. Andrien, Jr., Josexx X. Xxxxxxx, Xxxxxx Xacxxx, Xxxxxxx Xxxxmax, Xxxxx Xxxxin, Xxx Xxxxxxx, Jix Xxxxx, xxx Bxxx Xxxxxxxis. Xxxxxx has maxx xxxxxxxxx xo Buyer true, correct and complete copies of all Leases, including all amendments, modifications and renewals thereof. To Seller's Knowledge, there are no material assets defaults by the landlord under any of the Leases; neither Seller nor any Subsidiary has waived any rights under any of the Leases; and there is no pending or, to Seller's Knowledge, threatened action or properties ownedproceeding which could adversely affect Buyer's use of the premises after consummation of the transactions contemplated hereby. No other party to a Lease has notified Seller or any Subsidiary of its intention to cease to perform any services required to be performed by it or withhold any payment required to be made to it thereunder. Except as have been obtained on or prior to the date hereof or the delivery of which has been waived in writing by Buyer prior to the date hereof, controllednone of the Leases would require the consent or approval of any party thereto other than Seller or a Subsidiary or the consent or approval of any third party in connection with the consummation of the transactions contemplated hereby or contains any provision that, leasedas a result of the consummation of the transactions contemplated by this Agreement, licensed causes one or used more of the following to occur: (i) Seller or a Subsidiary is deemed to be in default, or there exists a lapse of time which would result in default, under such Lease (with or without the giving of notice and any cure period); (ii) automatically voids such Lease or renders voidable, by any party other than Seller or a Subsidiary, the Lease or provides any party other than Seller or a Subsidiary with a right to terminate or rescind such Lease; (iii) imposes any fine, penalty, charge or increase in payments or other charges required to be made by Seller in the exploitation or a Subsidiary under such Lease; or (iv) otherwise modifies any of the Acquired Assets or the operation material terms of business in respect of the Acquired Assets or the exploitation of the Technology and the Products that will not be transferred to Buyer hereunder. There are no outstanding Liabilities or Liens related to the Acquired Assets or the Products other than the Assumed Liabilitiessuch Lease.