Common use of Assets and Property Clause in Contracts

Assets and Property. (a) The Acquired Assets, together with the Excluded Assets, constitute all the assets currently used by the Seller in the operation of the Business. The Seller has title to the Acquired Assets it purports to own, free and clear of all Liens, claims and encumbrances, and valid leasehold interests in all Acquired Assets it purports to lease, except in each case only for the Permitted Encumbrances. (b) Set forth on Schedule 3.13(b) is a list of all real property owned, leased or otherwise used by the Seller in connection with the Business, and except as set forth on Schedule 3.13(b), all such real property is being used by Seller in material compliance with all local, state and federal zoning, planning and use laws, ordinances, regulations and restrictions. (c) Schedule 3.13(c) hereof contains an accurate and complete description of all Intellectual Property used by the Seller in the operation of the Business. Except as set forth on Schedule 3.13(c), the Seller owns or has the right to use, and has the right and power to sell and license, said Intellectual Property, and, (i) neither said Intellectual Property nor the use thereof by the Seller nor any products manufactured, distributed or sold by the Seller, nor the conduct or operation of the Business, infringes upon any patents, trademarks, copyrights or any other intellectual property rights of any Person, (ii) no claims have been asserted by any Person with respect to the Intellectual Property or challenging or questioning the validity of any of the Intellectual Property, (iii) there is no valid basis for any such claim and (iv) there has never been and there is no infringement of any of Intellectual Property by any Person. All licenses for software to which the Seller is a party or which are binding on the Seller are set forth on Schedule 3.13(c) hereof.

Assets and Property. (a) The Acquired Assets, together with the Excluded Assets, constitute all the assets currently used by the Seller in the operation of the Business. The Seller has title to the Acquired Assets it purports to own, free and clear of all Liens, claims and encumbrances, and valid leasehold interests in all Acquired Assets it purports to lease, except in each case only for the Permitted Encumbrances. (b) Set forth on Schedule 3.13(b) is a list of all real property owned, leased or otherwise used by the Seller in connection with the Business, and except as set forth on Schedule 3.13(b), all such real property is being used by the Seller in material compliance with all local, state and federal zoning, planning and use laws, ordinances, regulations and restrictionsLaws. (c) Schedule 3.13(c) hereof contains an accurate and complete description of all Intellectual Property used by the Seller in the operation of the Business. Except as set forth on Schedule 3.13(c), the The Seller owns or has the right to use, and has the right and power to sell and license, said Intellectual Property, and, and (i) neither said Intellectual Property nor the use thereof by the Seller nor any products manufactured, distributed or sold by the Seller, nor the conduct or operation of the Business, infringes upon any patents, trademarks, copyrights or any other intellectual property rights of any Person, ; (ii) no claims have been asserted by any Person with respect to the Seller’s Intellectual Property or challenging or questioning the validity of any of the said Intellectual Property, ; (iii) there is no valid basis for any such claim and (iv) to the Seller’s Knowledge, there has never been and there is no infringement of any of the Seller’s Intellectual Property by any Person. All licenses for software to which the Seller is a party or which are binding on the Seller Seller, excluding commercially available “off-the-shelf” software, are set forth on Schedule 3.13(c) hereof.

Assets and Property. (a) The Acquired Assets, together with the Excluded Assets, constitute all the assets currently used by the Seller in the operation of the Business. The Seller has title to the Acquired Assets it purports to own, free and clear of all Liens, claims and encumbrances, and valid leasehold interests in all Acquired Assets it purports to lease, except in each case only for the Permitted Encumbrances. (b) Set forth on Schedule 3.13(b) is a list of all real property owned, leased or otherwise used by the Seller Company in connection with the Business, and except as set forth on Schedule 3.13(b), all such real property is being used by Seller the Company in material compliance with all local, state and federal zoning, planning and use laws, ordinances, regulations and restrictions. (c) Schedule 3.13(c) hereof contains an accurate and complete description of all Intellectual Property used by the Seller Company in the operation of the Business. Except as set forth on Schedule 3.13(c), the Seller The Company owns or has the right to use, and has the right and power to sell and licenselicense any Intellectual Property so owned, said Intellectual Property, and, and (i) neither said Intellectual Property nor the use thereof by the Seller Company nor any products manufactured, distributed or sold by the SellerCompany, nor the conduct or operation of the Business, infringes upon any patents, trademarks, copyrights or any other intellectual property rights of any Person, (ii) no claims have been asserted or threatened by any Person with respect to the Company’s Intellectual Property or challenging or questioning the validity of any of the said Intellectual Property, (iii) there is no valid basis for any such claim and (iv) there has never been and there is no infringement of any of the Company’s Intellectual Property by any Person. All licenses for software to which the Seller Company is a party or which are binding on the Seller Company are set forth on Schedule 3.13(c) hereof.

Assets and Property. (a) The Acquired Assets, together with the Excluded Assets, constitute all the assets currently used by the Seller in the operation of the Business. The Seller has title to the Acquired Assets it purports to own, free and clear of all Liens, claims and encumbrances, and valid leasehold interests in all Acquired Assets it purports to lease, except in each case only for the Permitted Encumbrances. (b) Set forth on Schedule 3.13(b) is a list of all real property owned, leased or otherwise used by the Seller in connection with the Business, and except as set forth on Schedule 3.13(b), all . All such real property has been, is being and can be used by Seller in material compliance with all local, state and federal zoning, planning and use laws, ordinances, regulations and restrictions. (c) Schedule 3.13(c) hereof contains an accurate and complete description of all Intellectual Property used by the Seller in the operation of the Business. Except as set forth on Schedule 3.13(c), the The Seller owns or has the right to use, and and, except as set forth on Schedule 3.13(c), has the right and power to sell and license, license said Intellectual Property, and, (i) neither . Neither said Intellectual Property nor the use thereof by the Seller nor any products manufactured, distributed or sold by the Seller, nor the conduct or operation of the Business, infringes upon any patents, trademarks, copyrights or any other intellectual property rights of any Person, (ii) no . No claims have been asserted by any Person with respect to the Intellectual Property or challenging or questioning the validity of any of the Intellectual Property, (iii) and to the Seller’s Knowledge, there is no valid basis for any such claim and (iv) there claim. There has never been and been, nor is there is no currently any infringement of any of Intellectual Property by any Person. All licenses for software to which the Seller is a party or which are binding on the Seller are set forth on Schedule 3.13(c) hereof.

Assets and Property. (a) The Acquired Assets, together with the Excluded Assets, constitute all the assets currently used by the Seller in the operation of the Business. The Except as set forth on Schedule 3.13(a), the Seller has title to the Acquired Assets it purports to own, free and clear of all Liens, claims and encumbrances, and valid leasehold interests in all Acquired Assets it purports to lease, except in each case only for the Permitted Encumbrances. (b) Set forth on Schedule 3.13(b) is a list of all real property owned, leased or otherwise used by the Seller in connection with the Business, and except as set forth on Schedule 3.13(b), all . All such real property has been, is being and can be used by Seller in material compliance with all local, state and federal zoning, planning and use laws, ordinances, regulations and restrictions. (c) Schedule 3.13(c) hereof contains an accurate and complete description of all Intellectual Property used by the Seller in the operation of the Business. Except as set forth on Schedule 3.13(c), the The Seller owns or has the right to use, and and, except as set forth on Schedule 3.13(c), has the right and power to sell and license, license said Intellectual Property, and, (i) neither . Neither said Intellectual Property nor the use thereof by the Seller nor any products manufactured, distributed or sold by the Seller, nor the conduct or operation of the Business, infringes upon any patents, trademarks, copyrights or any other intellectual property rights of any Person, (ii) no . No claims have been asserted by any Person with respect to the Intellectual Property or challenging or questioning the validity of any of the Intellectual Property, (iii) and to the Seller’s Knowledge, there is no valid basis for any such claim and (iv) there claim. There has never been and been, nor is there is no currently any infringement of any of Intellectual Property by any Person. All licenses for software to which the Seller is a party or which are binding on the Seller are set forth on Schedule 3.13(c) hereof.

Assets and Property. (a) The Acquired Assets, together with the Excluded Assets, constitute all the assets currently used by the Seller in the operation of the Business. The Seller has title to the Acquired Assets it purports to own, free and clear of all Liens, claims and encumbrances, and valid leasehold interests in all Acquired Assets it purports to lease, except in each case only for the Permitted Encumbrances. (b) Set forth on Schedule 3.13(b) is a list of all The Seller does not own or lease any real property owned, leased or otherwise used by the Seller in connection with the Business, and except as set forth on Schedule 3.13(b), all such real property is being used by Seller in material compliance with all local, state and federal zoning, planning and use laws, ordinances, regulations and restrictions. (c) Schedule 3.13(c) hereof contains an accurate and complete description of all Intellectual Property used by the Seller in the operation of the Business. Except as set forth on Schedule 3.13(c), the The Seller owns or has the right to use, and has the right and power to sell and license, said Intellectual Property, and, and (i) neither said Intellectual Property nor the use thereof by the Seller nor any products manufactured, distributed or sold by the Seller, nor the conduct or operation of the Business, infringes upon any patents, trademarks, copyrights or any other intellectual property rights of any Person, ; (ii) no claims have been asserted by any Person with respect to the Seller’s Intellectual Property or challenging or questioning the validity of any of the said Intellectual Property, ; (iii) there is no valid basis for any such claim and (iv) to the Seller’s Knowledge, there has never been and there is no infringement of any of the Seller’s Intellectual Property by any Person. All Except for commercial, consumer-based products that impose shrink-wrap licenses on all consumers, all licenses for software to which the Seller is a party or which are binding on the Seller are set forth on Schedule 3.13(c) hereof.