Common use of Assets; Absence of Liens and Encumbrances Clause in Contracts

Assets; Absence of Liens and Encumbrances. Except as set forth in Section 2.7 of the Seller Disclosure Schedule, Seller owns, leases or has the legal right to use all of the material assets, properties and rights of every kind, nature, character and description, including real property and personal property (other than Intellectual Property, which is covered by Section 2.9), used or intended to be used in the conduct of the Seller Business or otherwise owned or leased by Seller and, with respect to contract rights, is a party to and enjoys the right to the benefits of all Seller Material Contracts used or intended to be used by Seller in or relating to the conduct of the Seller Business (all such properties, assets and contract rights being the “Seller Assets”). Seller has good and marketable title to, or, in the case of leased or subleased Seller Assets, valid and subsisting leasehold interests in, all the Seller Assets, free and clear of all mortgages, liens, pledges, charges, claims, defects of title, restrictions, infringements, security interests or encumbrances of any kind or character (“Liens”) except for (x) Liens for current Taxes not yet due and payable and (y) Liens that have arisen in the Ordinary Course of Business and that do not, individually or in the aggregate, materially detract from the value, or materially interfere with the present or contemplated use, of the Seller Assets subject thereto or affected thereby.

Assets; Absence of Liens and Encumbrances. Except as set forth in Section 2.7 2.8 of the Seller Disclosure Schedule, Seller owns, leases or has the legal right to use all of the material assets, properties and rights of every kind, nature, character and description, including real property and personal property (other than Intellectual Property, which is covered by Section 2.92.10), used or intended to be used in the conduct of the Seller Business or otherwise owned or leased by Seller and, with respect to contract rights, is a party to and enjoys the right to the benefits of all Seller Material Contracts used or intended to be used by Seller in or relating to the conduct of the Seller Business (all such properties, assets and contract rights being the “Seller Assets”). Seller has good and marketable title to, or, in the case of leased or subleased Seller Assets, valid and subsisting leasehold interests in, all the Seller Assets, free and clear of all mortgages, liens, pledges, charges, claims, defects of title, restrictions, infringements, security interests or encumbrances of any kind or character (“Liens”) except for (x) Liens for current Taxes not yet due and payable and (y) Liens that have arisen in the Ordinary Course of Business and that do not, individually or in the aggregate, materially detract from the value, or materially interfere with the present or contemplated use, of the Seller Assets subject thereto or affected thereby.

Assets; Absence of Liens and Encumbrances. Except as set forth in Section 2.7 3.17 of the Seller Company Disclosure Schedule, Seller the Company owns, leases or has the legal right to use all of the material assets, properties and rights of every kind, nature, character and description, including including, without limitation, real property and personal property (other than Intellectual Property, which is covered by Section 2.93.14 hereof), used or intended to be used in the conduct of the Seller Business business of the Company or otherwise owned or leased by Seller the Company and, with respect to contract rights, is a party to and enjoys the right to the benefits of all Seller Material Contracts material contracts, agreements and other arrangements used or intended to be used by Seller the Company in or relating to the conduct of the Seller Business business of the Company (all such properties, assets and contract rights being the “Seller Company Assets”). Seller The Company has good and marketable title to, or, in the case of leased or subleased Seller Company Assets, valid and subsisting leasehold interests in, all the Seller Company Assets, free and clear of all mortgages, liens, pledges, charges, claims, defects of title, restrictions, infringements, security interests or encumbrances of any kind or character (“Liens”) except for (x) Liens for current Taxes not yet due and payable payable, and (y) Liens that have arisen in the Ordinary Course ordinary course of Business business and that do not, individually or in the aggregate, materially detract from the value, or materially interfere with the present or contemplated use, of the Seller Company Assets subject thereto or affected thereby. The equipment of the Company used in the operations of their business is, taken as a whole, in good operating condition and repair, ordinary wear and tear excepted.