Common use of Assets Generally Clause in Contracts

Assets Generally. (a) Except as otherwise expressly provided in this Agreement, Seller makes no representations or warranties whatsoever to Buyer or any other Person, express, implied, statutory or otherwise, concerning the Assets, the Assumed Liabilities, the Business or any other matter, including, but not limited to, any representation or warranty as to value, quality, quantity, condition, merchantability, design, suitability, usability, salability, obsolescence, working order, compliance with law, validity or enforceability. BUYER SPECIFICALLY ACKNOWLEDGES THAT NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE MADE OR SHOULD BE IMPLIED IN THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. (b) The Assets to be transferred hereunder (together with services to be provided pursuant to the Transition Services Agreement) constitute all the assets, properties and rights of Seller necessary to operate the Business as currently being operated. (c) Seller owns outright and has good and marketable title to, or a valid leasehold interest in, or a valid right to use, all of the Assets conveyed by it free and clear of all Encumbrances, except for Permitted Encumbrances. On the Closing Date, Seller will transfer to Buyer good and marketable title to, or a valid leasehold interest in, the Assets, free and clear of all Encumbrances. The representations and warranties in this Section 5.8(c) do not apply to the Intellectual Property Assets, which are covered in Section 5.6. (d) All of the tangible personal property included in the Assets, in each case with a value in excess of $10,000, has been, to Seller’s knowledge, properly maintained and is adequate and suitable for the purposes for which it is presently being used and is in good operating condition, ordinary wear and tear excepted.

Assets Generally. (a) Except as otherwise expressly provided in this Agreement, Seller makes no representations or warranties whatsoever to Buyer or any other Person, express, implied, statutory or otherwise, concerning Other than the Excluded Assets, the Assumed LiabilitiesPurchased Assets, together with the services to be provided to Buyer pursuant to the Supply Agreements and the Subcontractor Agreements, constitute, and on the Closing Date will constitute, all of the assets and services that are necessary or appropriate to permit the operation of the Business or any other matter, including, but not limited to, any representation or warranty in substantially the same manner as to value, quality, quantity, condition, merchantability, design, suitability, usability, salability, obsolescence, working order, compliance with law, validity or enforceability. BUYER SPECIFICALLY ACKNOWLEDGES THAT NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE MADE OR SHOULD BE IMPLIED IN THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTsuch operations have heretofore been conducted. (b) The Assets Sellers hold, as applicable, good and marketable fee title, a valid contract, a valid and exclusive option, a license to be transferred hereunder (together with services to be provided pursuant to or a leasehold interest in all of the Transition Services Purchased Assets, free and clear of any Encumbrance, other than the Permitted Encumbrances. Upon consummation of the transactions contemplated by this Agreement) constitute all the assets, properties and rights of Seller necessary to operate the Business as currently being operated. (c) Seller owns outright and has Buyer, will acquire good and marketable title to, or a valid leasehold interest in, or a valid right to use, all of the Assets conveyed by it free and clear of all Encumbrances, except for Permitted Encumbrances. On the Closing Date, Seller will transfer to Buyer good and marketable title to, or a valid leasehold interest in, the Purchased Assets, free and clear of all Encumbrances, other than the Permitted Encumbrances. The representations and warranties in this Section 5.8(c) do not apply Once Buyer has made the payments relating to the Intellectual Property Sellers’ debt required by Section 3.1(b) hereof, no Person other than Sellers shall have any right or interest in the Purchased Assets, including the right to grant interests in the Purchased Assets to third parties, except for assets licensed or leased from third parties which are covered set forth in Section 5.6the schedules hereto and identified as such. (c) To the extent any asset material to the conduct of the Business is held under any lease, security agreement, conditional sales contract, lien, or other title retention or security arrangement, then any such document is listed on Schedule 5.11(B) hereto. (d) Except as provided in this Agreement or limited by a Requirement of Law or Seller Agreement to the Knowledge of Sellers, no restrictions will exist on Buyer’s right to sell, resell, license or sublicense any of the Purchased Assets or engage in the Business, nor will any such restrictions be imposed on Buyer as a consequence of the transactions contemplated by this Agreement. (e) All of the tangible personal property included in the Assets, in each case with a value in excess of $10,000, has been, to Seller’s knowledge, properly maintained and is adequate and suitable for the purposes for which it is presently being used and Purchased Assets is in good operating conditioncondition and repair, ordinary wear and tear excepted. Sellers have not received notice of any violation of any Requirement of Law relating to any of the Purchased Assets which violation would have a Material Adverse Effect.

Assets Generally. (a) Except as otherwise expressly provided The Purchased Assets include all properties, tangible and intangible, and only such properties, currently used by Seller and Seller Sub in this Agreement, Seller makes no representations or warranties whatsoever to Buyer or any other Person, express, implied, statutory or otherwise, concerning the Assets, the Assumed Liabilities, operating the Business and necessary for Buyer to operate the Business after the Closing Date in a manner substantially equivalent to the manner in which Seller has operated the Business prior to and through the Closing Date. Other than the Required Consents and the Governmental Approvals, no licenses or any other matterconsents from, including, but not limited or payments to, any representation other Person are or warranty as will be necessary for Buyer to value, quality, quantity, condition, merchantability, design, suitability, usability, salability, obsolescence, working order, compliance with law, validity or enforceability. BUYER SPECIFICALLY ACKNOWLEDGES THAT NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE MADE OR SHOULD BE IMPLIED IN THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENToperate the Business and use the Purchased Assets in the manner in which Seller and Seller Sub have operated the same. (b) The Assets to be transferred hereunder (together with services to be provided pursuant to the Transition Services Agreement) constitute all the assets, properties and rights of Either Seller necessary to operate the Business as currently being operated. (c) or Seller owns outright and has Sub holds good and marketable title totitle, license to or a valid leasehold interest in, or a valid right to use, in all of the Assets conveyed by it free and clear of all Encumbrances, except for Permitted Encumbrances. On the Closing Date, Seller will transfer to Buyer good and marketable title to, or a valid leasehold interest in, the Purchased Assets, free and clear of all EncumbrancesLiens other than Liens imposed or arising under the Assumed Liabilities, and has the complete and unrestricted power and the unqualified right to sell, assign and deliver the Purchased Assets to Buyer. The representations Upon consummation of the transactions contemplated by this Agreement, Buyer will acquire good and warranties in this Section 5.8(c) do not apply marketable title, license or leasehold interest to the Intellectual Property Purchased Assets free and clear of any Liens, other than Liens imposed or arising under the Assumed Liabilities, and there exists no restriction on the use or transfer of the Purchased Assets, except as may be assumed hereunder by Buyer as an Assumed Liability. No Person other than Seller or Seller Sub have any right or interest in the Purchased Assets, including the right to grant interests in the Purchased Assets to third parties, except for Purchased Assets licensed or leased from third parties which are covered set forth in Section 5.6the Seller Disclosure Schedule and identified as such. (c) None of the Purchased Assets that constitute tangible personal property is held under any lease, security agreement, conditional sales contract, lien, or other title retention or security arrangement. (d) Except as provided in this Agreement, no restrictions will exist on Buyer's right to sell, resell, license or sublicense any of the Purchased Assets or engage in the Business, nor will any such restrictions be imposed on Buyer as a consequence of the transactions contemplated by this Agreement or by any agreement referenced in this Agreement. (e) All of the tangible personal property included in the Assets, in each case with a value in excess of $10,000, has been, to Seller’s knowledge, properly maintained and is adequate and suitable for the purposes for which it is presently being used and is Purchased Assets are in good operating conditioncondition and repair, ordinary normal wear and tear excepted, as required for their use in the Business as presently conducted, and conform to all applicable laws, and no notice of any violation of any law relating to any of the Purchased Assets or Assumed Liabilities has been received by Seller or Seller Sub.

Assets Generally. (a) Except as otherwise expressly provided The Purchased Assets include all of the assets (tangible and intangible), properties, licenses, permits, Contracts and other agreements, currently used by Seller in this Agreement, Seller makes no representations or warranties whatsoever to Buyer or any other Person, express, implied, statutory or otherwise, concerning the Assets, the Assumed Liabilities, operating the Business and reasonably necessary for the conduct of the Business after the Closing Date in a manner substantially equivalent to the manner in which Seller has operated the Business prior to and through the Closing Date. Other than the Required Consents and the Governmental Approvals, no licenses or any other matterconsents from, including, but not limited or payments to, any representation other Person are or warranty as will be necessary for Buyer to value, quality, quantity, condition, merchantability, design, suitability, usability, salability, obsolescence, working order, compliance with law, validity or enforceability. BUYER SPECIFICALLY ACKNOWLEDGES THAT NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE MADE OR SHOULD BE IMPLIED IN THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENToperate the Business and use the Purchased Assets in substantially the manner in which Seller has operated the same. (b) The Seller holds good and marketable title, license to or leasehold interest in all of the Purchased Assets and has the complete and unrestricted power and the unqualified right to sell, assign and deliver the Purchased Assets to be transferred hereunder (together with services to be provided pursuant Buyer. Upon consummation of the transactions contemplated by this Agreement, Buyer will acquire good and marketable title, license or leasehold interest to the Transition Services Agreement) constitute all Purchased Assets free and clear of any Liens except for Permitted Liens. No Person other than Seller has any right or interest in the assetsPurchased Assets, properties and rights of including the right to grant interests in the Purchased Assets to third parties, except for Purchased Assets licensed or leased from third parties which are set forth in the Seller necessary to operate the Business as currently being operatedDisclosure Schedule. (c) Seller owns outright and has good and marketable title toNone of the Purchased Assets that constitute tangible personal property is held under any lease, security agreement, conditional sales contract, Lien, or other title retention or security arrangement. Schedule -------- 2.1 (a) contains a valid leasehold interest intrue, or a valid right to use, all complete and correct description of the Assets conveyed by it free items of ------ Personal Property which comprise all Personal Property used or held for use in connection with the Business and clear of all Encumbrances, except for Permitted Encumbrances. On the Closing Date, Seller will transfer to Buyer good and marketable title to, or a valid leasehold interest in, the Assets, free and clear of all Encumbrances. The representations and warranties in this Section 5.8(c) do not apply which are material to the Intellectual operation of the Business as now conducted by Seller. All such Personal Property Assets, which are covered in Section 5.6.is located at the locations listed on Schedule 2.1(a). --------------- (d) All of the tangible personal property Inventories are items of a quality usable or saleable in the ordinary course of business. (e) All accounts receivable, notes receivable and other receivables included in the AssetsPurchased Assets are valid and fully collectible in the aggregate amount thereof, in each case with a value in excess subject to normal and customary trade discounts less any reserves for doubtful accounts recorded on the December 31, 1999 Balance Sheet. (f) All of $10,000, has been, to Seller’s knowledge, properly maintained and is adequate and suitable for the purposes for which it is presently being used and is Purchased Assets are in good operating conditioncondition and repair, except for ordinary wear and tear exceptedtear.

Assets Generally. (a) With the exception of the Seller Trademarks, the Purchased Assets and the Intellectual Property to be licensed to Buyer under the Technology License Agreement (the "Licensed Intellectual Property") include all properties, tangible and intangible, and only such properties currently used by Seller and necessary for Buyer to manufacture and sell the Products after the Closing Date in a manner substantially equivalent to the manner in which Seller has manufactured and sold the Products prior to and through the Closing Date. Other than the Seller Trademarks, the Licensed Intellectual Property, the Required Consents and the Governmental Approvals, no licenses or other consents from, or payments to, any other Person are or will be necessary for Buyer to use the Purchased Assets in the manner in which Seller has used the same. (b) Seller holds good title or license to or leasehold interest in all of the Purchased Assets and the Licensed Intellectual Property, subject to any Required Consents or Governmental Approvals, has the complete and unrestricted power and the unqualified right to sell, assign and deliver the Purchased Assets to Buyer. Upon consummation of the transactions contemplated by this Agreement, Buyer will acquire good title or license to or leasehold interest in the Purchased Assets free and clear of any Liens and there exists no restriction on the use or transfer of the Purchased Assets, except as may be assumed hereunder by Buyer as an Assumed Liability. No Person other than Seller has any right or interest in the Purchased Assets, including the right to grant interests in the Purchased Assets to third parties, except for Purchased Assets licensed or leased from the third parties which are set forth in Schedule 4.9 and identified as such. (c) None of the Purchased Assets that constitute tangible personal property is held under any lease, security agreement, conditional sales contract, lien, or other title retention or security arrangement. (d) Except as otherwise expressly provided in this Agreement, no restrictions will exist on Buyer's right to sell, resell, license or sublicense any of the Purchased Assets in the same manner in which Seller makes no representations sold, resold, licensed, or warranties whatsoever to Buyer or any other Person, express, implied, statutory or otherwise, concerning sublicensed the Purchased Assets, nor will any such restrictions be imposed on Buyer as a consequence of the Assumed Liabilities, the Business transactions contemplated by this Agreement or by any other matter, including, but not limited to, any representation or warranty as to value, quality, quantity, condition, merchantability, design, suitability, usability, salability, obsolescence, working order, compliance with law, validity or enforceability. BUYER SPECIFICALLY ACKNOWLEDGES THAT NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE MADE OR SHOULD BE IMPLIED IN THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTagreement referenced in this Agreement. (b) The Assets to be transferred hereunder (together with services to be provided pursuant to the Transition Services Agreement) constitute all the assets, properties and rights of Seller necessary to operate the Business as currently being operated. (c) Seller owns outright and has good and marketable title to, or a valid leasehold interest in, or a valid right to use, all of the Assets conveyed by it free and clear of all Encumbrances, except for Permitted Encumbrances. On the Closing Date, Seller will transfer to Buyer good and marketable title to, or a valid leasehold interest in, the Assets, free and clear of all Encumbrances. The representations and warranties in this Section 5.8(c) do not apply to the Intellectual Property Assets, which are covered in Section 5.6. (de) All of the tangible personal property included in the Assets, in each case with a value in excess of $10,000, has been, to Seller’s knowledge, properly maintained and is adequate and suitable for the purposes for which it is presently being used and is Purchased Assets are in good operating conditioncondition and repair, ordinary wear as required for their use by Seller as presently conducted, and tear exceptedconform to all applicable laws, and no notice of any violation of any law relating to any of the Purchased Assets or Assumed Liabilities has been received by Seller.

Assets Generally. (a) Except as otherwise expressly provided Seller has good, marketable and valid title to, or in the case of leased or licensed tangible Assets, valid leasehold interests in or license to such Assets, free and clear of all Encumbrances, except (i) Encumbrances for Taxes, assessments and other governmental charges not yet due and payable or, if due (A) not delinquent or (B) being contested in good faith by appropriate proceedings and described in reasonable detail on the Seller Disclosure Schedule, and (ii) mechanics’, workmen’s, repairmen’s, warehousemen’s, carriers’ or other similar Liens or Encumbrances, including all statutory Liens and Encumbrances, arising or incurred in the ordinary course of business (collectively, the “Permitted Encumbrances”). On the Closing Date, Seller will convey and transfer to Buyer good and valid title to all of the Assets, free and clear of any Encumbrance (other than Permitted Encumbrances). All of the Assets are in the exclusive possession and control of Seller, and Seller has the unencumbered right (other than Permitted Encumbrances) to use, and to sell to Buyer in accordance with the terms and provisions of this Agreement, Seller makes no representations or warranties whatsoever to Buyer or any all of the Assets free of the rights and claims of others (other Person, express, implied, statutory or otherwise, concerning the Assets, the Assumed Liabilities, the Business or any other matter, including, but not limited to, any representation or warranty as to value, quality, quantity, condition, merchantability, design, suitability, usability, salability, obsolescence, working order, compliance with law, validity or enforceability. BUYER SPECIFICALLY ACKNOWLEDGES THAT NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE MADE OR SHOULD BE IMPLIED IN THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTthan Permitted Encumbrances). (b) The Upon the Closing, Buyer will own, and will have good, marketable and valid title to, all of the Assets, free and clear of any Liens or other Encumbrances (other than Permitted Encumbrances). (c) Section 5.8(c) of the Seller Disclosure Schedule identifies all Assets that are being leased or licensed to Seller. With respect to the Assets it leases or licenses, Seller is in material compliance with such lease or license. (d) Except for the Excluded Business Assets, the Assets to be transferred hereunder (together with services the Intellectual Property to be provided pursuant licensed to Buyer under the Transition Services Patent Cross-License Agreement) constitute all the assets, properties and rights of Seller necessary to operate operate, develop and sell the Business Product Line as currently being operated, developed and sold. (c) Seller owns outright and has good and marketable title to, or a valid leasehold interest in, or a valid right to use, all of the Assets conveyed by it free and clear of all Encumbrances, except for Permitted Encumbrances. On the Closing Date, Seller will transfer to Buyer good and marketable title to, or a valid leasehold interest in, the Assets, free and clear of all Encumbrances. The representations and warranties in this Section 5.8(c) do not apply to the Intellectual Property Assets, which are covered in Section 5.6. (d) All of the tangible personal property included in the Assets, in each case with a value in excess of $10,000, has been, to Seller’s knowledge, properly maintained and is adequate and suitable for the purposes for which it is presently being used and is in good operating condition, ordinary wear and tear excepted.

Assets Generally. (a) Except as otherwise expressly provided The Assets include all properties, tangible and intangible, and only such properties, currently used by Seller in this Agreement, Seller makes no representations or warranties whatsoever to Buyer or any other Person, express, implied, statutory or otherwise, concerning operating the Assets, the Assumed Liabilities, the Business or any other matter, including, but not limited to, any representation or warranty as to value, quality, quantity, condition, merchantability, design, suitability, usability, salability, obsolescence, working order, compliance with law, validity or enforceability. BUYER SPECIFICALLY ACKNOWLEDGES THAT NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE MADE OR SHOULD BE IMPLIED IN THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTBusiness. (b) The Seller holds good and marketable title, license to or leasehold interest in all of the Assets and has the complete and unrestricted power and the unqualified right to sell, assign and deliver the Purchased Assets to be transferred hereunder (together with services to be provided pursuant Buyer. Upon consummation of the transactions contemplated by this Agreement, Buyer will acquire good and marketable title, license or leasehold interest to the Transition Services Purchased Assets free and clear of any Liens and there exists no restriction on the use or transfer of the Purchased Assets other than as described in this Agreement) constitute all , the assetsSecurity Agreement or in the Contracts. No Person other than Seller has any right or interest in the Assets, properties and rights of Seller necessary including the right to operate grant interests in the Business as currently being operatedAssets to third parties. (c) Seller owns outright and has good and marketable title toNone of the Purchased Assets that constitute tangible personal property are held under any lease, security agreement, conditional sales contract, lien, or a valid leasehold interest in, other title retention or a valid right to use, all of the Assets conveyed by it free and clear of all Encumbrances, except for Permitted Encumbrances. On the Closing Date, Seller will transfer to Buyer good and marketable title to, or a valid leasehold interest in, the Assets, free and clear of all Encumbrances. The representations and warranties in this Section 5.8(c) do not apply to the Intellectual Property Assets, which are covered in Section 5.6security arrangement. (d) All of the tangible personal property included Assets are in good operating condition and repair (normal wear and tear excepted), as required for their use in the AssetsBusiness as presently conducted, and conform in each case with a value in excess all material respects to all applicable laws, and no notice of $10,000any violation of an law relating to any of the Assets has been received by Seller. (e) To Seller's knowledge: (i) all of the Assets are free from material defects; (ii) all software included within the Assets is free from viruses, has been, to Seller’s knowledge, properly maintained expiry codes and material bugs of any kind; (iii) and all software and other technology included within the Assets is adequate and suitable fit for the purposes for which it is presently being used and is in good operating condition, ordinary wear and tear exceptedintended. (f) THE REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH IN THIS ARTICLE 4 ARE THE ONLY WARRANTIES MADE BY SELLER WITH RESPECT TO THE PURCHASED ASSETS. SELLER MAKES NO OTHER WARRANTY WITH RESPECT TO THE PURCHASED ASSETS AND HEREBY DISCLAIMS ALL OTHER IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Assets Generally. (a) The Purchased Assets include all properties, tangible and intangible, and only such properties, currently used by Seller in operating the Business and necessary for Buyer to operate the Business after the Closing Date in a manner substantially equivalent to the manner in which Seller has operated the Business prior to and through the Closing Date. Other than the Required Consents and the Governmental Approvals, no licenses or other consents from, or payments to, any other Person are or will be necessary for Buyer to operate the Business and use the Purchased Assets in the manner in which Seller has operated the same. (b) Seller holds good and marketable title, license to or leasehold interest in all of the Purchased Assets and has the complete and unrestricted power and the unqualified right to sell, assign and deliver the Purchased Assets to Buyer. Upon consummation of the transactions contemplated by this Agreement, Buyer will acquire good and marketable title, license or leasehold interest to the Purchased Assets free and clear of any Liens and there exists no restriction on the use or transfer of the Purchased Assets, except as may be assumed hereunder by Buyer as an Assumed Liability and except for liens arising in the ordinary course of business and not yet known.. No Person other than Seller has any right or interest in the Purchased Assets, including the right to grant interests in the Purchased Assets to third parties, except for Purchased Assets licensed or leased from third parties which are set forth in the Seller Disclosure Schedule and identified as such. (c) None of the Purchased Assets that constitute tangible personal property is held under any lease, security agreement, conditional sales contract, lien, or other title retention or security arrangement. (d) Except as otherwise expressly provided in this Agreement, Seller makes no representations restrictions will exist on Buyer's right to sell, resell, license or warranties whatsoever to sublicense any of the Purchased Assets or engage in the Business, nor will any such restrictions be imposed on Buyer as a consequence of the transactions contemplated by this Agreement or by any other Person, express, implied, statutory or otherwise, concerning the Assets, the Assumed Liabilities, the Business or any other matter, including, but not limited to, any representation or warranty as to value, quality, quantity, condition, merchantability, design, suitability, usability, salability, obsolescence, working order, compliance with law, validity or enforceability. BUYER SPECIFICALLY ACKNOWLEDGES THAT NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE MADE OR SHOULD BE IMPLIED IN THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTagreement referenced in this Agreement. (b) The Assets to be transferred hereunder (together with services to be provided pursuant to the Transition Services Agreement) constitute all the assets, properties and rights of Seller necessary to operate the Business as currently being operated. (c) Seller owns outright and has good and marketable title to, or a valid leasehold interest in, or a valid right to use, all of the Assets conveyed by it free and clear of all Encumbrances, except for Permitted Encumbrances. On the Closing Date, Seller will transfer to Buyer good and marketable title to, or a valid leasehold interest in, the Assets, free and clear of all Encumbrances. The representations and warranties in this Section 5.8(c) do not apply to the Intellectual Property Assets, which are covered in Section 5.6. (de) All of the tangible personal property included in the Assets, in each case with a value in excess of $10,000, has been, to Seller’s knowledge, properly maintained and is adequate and suitable for the purposes for which it is presently being used and is Purchased Assets are in good operating conditioncondition and repair, ordinary wear as required for their use in the Business as presently conducted, and tear exceptedconform to all applicable laws, and no notice of any violation of any law relating to any of the Purchased Assets or Assumed Liabilities has been received by Seller.

Assets Generally. (a) The Purchased Assets include all properties, tangible and intangible, and only such properties, currently used by Seller in operating the IZ Business and necessary for Buyer to operate the IZ Business after the Closing Date in a manner substantially equivalent to the manner in which Seller has operated the IZ Business prior to and through the Closing Date. Other than the Required Consents and the Governmental Approvals, no licenses or other consents from, or payments to, any other Person are or will be necessary for Buyer to operate the IZ Business and use the Purchased Assets in the manner in which Seller has operated the same. (b) Seller holds good and marketable title, license to or leasehold interest in all of the Purchased Assets and has the complete and unrestricted power and the unqualified right to sell, assign and deliver the Purchased Assets to Buyer. Upon consummation of the transactions contemplated by this Agreement, Buyer will acquire good and marketable title, license or leasehold interest to the Purchased Assets free and clear of any Liens and there exists no restriction on the use or transfer of the Purchased Assets, except as may be assumed hereunder by Buyer as an Assumed Liability. No Person other than Seller has any right or interest in the Purchased Assets, including the right to grant interests in the Purchased Assets to third parties, except for Purchased Assets licensed or leased from third parties which are set forth in the Seller Disclosure Schedule and identified as such. (c) Except as otherwise expressly provided in this Agreement, Seller makes no representations or warranties whatsoever to Buyer or any other Person, express, implied, statutory or otherwise, concerning the Assets, the Assumed Liabilities, the Business or any other matter, including, but not limited to, any representation or warranty as to value, quality, quantity, condition, merchantability, design, suitability, usability, salability, obsolescence, working order, compliance with law, validity or enforceability. BUYER SPECIFICALLY ACKNOWLEDGES THAT NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE MADE OR SHOULD BE IMPLIED IN THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. (b) The Assets to be transferred hereunder (together with services to be provided pursuant to the Transition Services Agreement) constitute all the assets, properties and rights of Seller necessary to operate the Business as currently being operated. (c) Seller owns outright and has good and marketable title to, or a valid leasehold interest in, or a valid restrictions will exist on Buyer's right to usesell, all resell, license or sublicense any of the Purchased Assets conveyed or engage in the IZ Business, nor will any such restrictions be imposed on Buyer as a consequence of the transactions contemplated by it free and clear of all Encumbrances, except for Permitted Encumbrances. On the Closing Date, Seller will transfer to Buyer good and marketable title to, this Agreement or a valid leasehold interest in, the Assets, free and clear of all Encumbrances. The representations and warranties by any agreement referenced in this Section 5.8(c) do not apply to the Intellectual Property Assets, which are covered in Section 5.6Agreement. (d) All of the tangible personal property included in the Assets, in each case with a value in excess of $10,000, has been, to Seller’s knowledge, properly maintained and is adequate and suitable for the purposes for which it is presently being used and is Purchased Assets are in good operating conditioncondition and repair, ordinary wear as required for their use in the IZ Business as presently conducted, and tear exceptedconform to all applicable laws, and no notice of any violation of any law relating to any of the Purchased Assets or Assumed Liabilities has been received by Seller.