Common use of Assets Other than Real Property Interests Clause in Contracts

Assets Other than Real Property Interests. (a) The Company and/or one or more of the Company Subsidiaries has, or as of the Closing Date will have, good and valid title to all material Assets reflected on the Balance Sheet or thereafter acquired, except those sold or otherwise disposed of since the date of the Balance Sheet in the ordinary course of business consistent with past practice and not in violation of this Agreement, in each case free and clear of all Liens, except (i) such as are set forth in Section 4.09(a) of the Seller Disclosure Schedule; (ii) mechanics’, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business and liens for Taxes which are not due and payable or which may thereafter be paid without penalty or interest or are being contested in good faith by appropriate proceedings; (iii) mortgages and Liens which secure debt that is reflected as a liability on the Balance Sheet and the existence of which is indicated in the notes thereto and which will be released at or prior to the Closing; and (iv) other imperfections of title or encumbrances, if any, which do not, individually or in the aggregate, materially impair the continued use and operation of the Assets to which they relate in the Business (the mortgages and Liens described in clauses (i), (ii), (iii) and (iv) above are hereinafter referred to collectively as “Permitted Liens”).

Assets Other than Real Property Interests. (a) The Company and/or one or more of the Company Subsidiaries Subsidiary has, or as of the Closing Date will have, good and valid title to all material Assets assets reflected on the Balance Sheet or thereafter acquired, except those sold or otherwise disposed of since the date of the Balance Sheet in the ordinary course of business consistent with past practice and not in violation of this Agreement, in each case free and clear of all Liens, except (ia) the Other Assets, (b) Non-U.S. accounts receivable reflected therein, (c) such as are set forth in Section 4.09(a) of the Seller Disclosure Schedule; Schedule 4.9, (iid) mechanics’', carriers’', workmen’s's, repairmen’s 's or other like liens arising or incurred in the ordinary course of business, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business and liens for Taxes and other governmental charges which are not due and payable or which may thereafter be paid without penalty or interest or are being contested in good faith by appropriate proceedings; penalty, (iiie) mortgages and Liens which secure debt that is reflected as a liability on the Balance Sheet and the existence of which is are indicated in the notes thereto and which will be released at or prior to the Closing; thereto, and (ivf) other imperfections of title or encumbrances, if any, which do not, individually or in the aggregate, materially impair the continued use and operation of the Assets assets to which they relate in the Business business of the Company and the Subsidiary, taken as a whole, as presently conducted (the mortgages and Liens described in clauses (ic), (ii), (iiid) and (ive) above are hereinafter referred to collectively as “"Permitted Liens”"). This Section 4.9 does not relate to real property or interests in real property, Intellectual Property or Contracts, such items being the subjects of Section 4.10, 4.11 and 4.12, respectively.

Assets Other than Real Property Interests. (a) The Company and/or one or more of the Company Subsidiaries has, or as of the Closing Date will have, a ------------------------------------------ Subsidiary has good and valid title to all material Assets assets (other than real property and Seller's Shares) reflected on the Seller Balance Sheet or thereafter acquired, except those sold or otherwise disposed of since the date of the Seller Balance Sheet in the ordinary course of business consistent with past practice and not in violation of this Agreement, in each case free and clear of all Liensmortgages, liens and encumbrances of any kind except (i) such as are set forth in Section 4.09(a) of the Seller Disclosure Schedule; Schedule 4(i), (ii) mechanics’, carriers’, workmen’s, repairmen’s or ' and other like liens arising or incurred in the ordinary course of business, liens arising under original purchase price conditional sales contracts and equipment leases for office equipment providing for payments in each instance of less than $25,000 with third parties entered into in the ordinary course of business and liens for Taxes which that are not due and payable or which that may thereafter be paid without penalty or interest or are being contested in good faith by appropriate proceedings; penalty, (iii) mortgages mortgages, liens, security interests and Liens which encumbrances that secure debt that is reflected as a liability on the Balance Sheet and the existence of Company working capital facility which is indicated undrawn (except for letters of credit in the notes thereto and which will be released at or prior to aggregate face amount of $725,338) as of the Closing; and date hereof, (iv) other imperfections of title or encumbrances, if any, which that do not, individually or in the aggregate, not materially impair the continued use and operation or value of the Assets assets to which they relate in the Business business of the Company and the Subsidiaries, taken as a whole, as presently conducted (the mortgages mortgages, liens, encumbrances and Liens imperfections of title described in clauses (i), (ii), (iii) and (iv) above are hereinafter referred to collectively as “"Permitted Liens”").

Assets Other than Real Property Interests. (a) The Company and/or one or more of the Company Subsidiaries has, or as of the Closing Date Seller has and will have, ----------------------------------------- transfer good and valid marketable title to all material Assets assets reflected on the Balance Sheet Statement or thereafter acquired, except those sold or otherwise disposed of since the date of the Balance Sheet Statement in the ordinary course of business consistent with past practice and not in violation of this Agreementpractice, in each case free and clear of all Liens, except Liens except: (ia) such as are set forth disclosed on Schedule 4.4 or in Section 4.09(athe Financial Statements and (b) of the Seller Disclosure Schedule; (iii) mechanics’', carriers’', workmen’s's, repairmen’s 's or other like liens Liens arising or incurred in the ordinary course of businessbusiness for amounts not yet due or which are being contested in good faith, liens (ii) Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business and liens business, (iii) Liens for Taxes and other governmental charges which are not due and payable or which may thereafter be paid without penalty penalty, (iv) Liens occurring by operation of law or interest regulation in connection with progress payments or are being contested in good faith by appropriate proceedings; (iii) mortgages and Liens which secure debt that is reflected as a liability on the Balance Sheet and the existence of which is indicated in the notes thereto and which will be released at or prior to the Closing; performance based payments paid under Government Contracts and (ivv) other imperfections of title title, restrictions or encumbrances, if any, which Liens, imperfections of title, restrictions or other encumbrances do not, individually or in the aggregate, materially impair the value or continued use and operation of the Assets specific assets to which they relate in the Business (the mortgages and Liens described in clauses the preceding clause (i), (ii), (iiib) and (iv) above are hereinafter referred to collectively as “"Permitted Liens”").

Assets Other than Real Property Interests. (a) The Company and/or one or more of the Company Subsidiaries has, or as of the Closing Date will have, good and valid title to all material Assets reflected on assets, properties and rights used in and necessary for the Balance Sheet or thereafter acquiredoperation of the business of the Company as such business has been conducted and currently is conducted, except those inventory and obsolete assets sold or otherwise disposed of since the date of the Balance Sheet in the ordinary course of business consistent with past practice and not in violation of this Agreement, in each case free and clear of all Liens, except (ia) such as are set forth in Section 4.09(a) 4.09 of the Seller Disclosure Schedule; (iib) mechanics’, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of businessbusiness for sums not yet delinquent, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business for sums not yet delinquent, and liens for Taxes and other governmental charges which are not due and payable or which may thereafter be paid without penalty or interest yet delinquent or are being contested in good faith by appropriate proceedingsproceedings for which adequate reserves have been established in accordance with GAAP; (iiic) mortgages and Liens which secure debt that is reflected as a liability on the Balance Sheet and the existence of which is indicated in the notes thereto and which will be released at or prior to the ClosingSheet; and (ivd) other immaterial imperfections of title or encumbrances, if any, which do not, individually or ; and (e) non-exclusive licenses of Company Intellectual Property granted to third parties in the aggregate, materially impair the continued use and operation ordinary course of the Assets to which they relate in the Business business (the mortgages and Liens described in clauses (ia), (iib), (iiic), (d) and (ive) above are hereinafter referred to collectively as “Permitted Liens”).

Assets Other than Real Property Interests. (ai) The Company and/or one or more of the Company Subsidiaries has, or as of the Closing Date will have, Xxxxx has good and valid title to all material Assets assets (other than real property interests) reflected on the Balance Sheet or thereafter acquiredacquired after the date thereof, except those sold or otherwise disposed of for fair value since the date of the Balance Sheet in the ordinary course of business consistent with past practice and not in violation of this AgreementAgreement and except as permitted by Section 6(b)(vi) hereof, in each case free and clear of all Liensliens, charges or encumbrances of any kind except (iA) such as are set forth in Section 4.09(a) of the Seller Disclosure Schedule; Schedule 4(l), (iiB) mechanics’', carriers’', workmen’s's, repairmen’s 's or other like liens arising or incurred in the ordinary course of business, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business and liens for Taxes which that are not due and payable or which that may thereafter be paid without penalty or interest or are being contested in good faith by appropriate proceedings; (iii) mortgages and Liens which secure debt that is reflected as a liability on the Balance Sheet and the existence of which is indicated in the notes thereto and which will be released at or prior to the Closing; and (ivC) other imperfections of title or encumbrances, if any, which that do not, individually or in the aggregate, materially impair the continued use and operation of the Assets assets to which they relate in the Business business of Xxxxx as presently conducted (the mortgages liens and Liens imperfections of title described in the immediately preceding clauses (i), (ii), (iiiB) and (ivC) above are hereinafter referred to collectively as “"Permitted Liens”"). All accounts receivable of Xxxxx whether reflected on its Balance Sheet or subsequently created have arisen from bona fide transactions in the ordinary course of business.

Assets Other than Real Property Interests. (a) The Company and/or one or more of the Company Subsidiaries has, or as of the Closing Date will have, has good and valid marketable title to all material Assets the assets reflected on the Balance Sheet or thereafter acquired, except other than those sold or otherwise disposed of since the date of the Balance Sheet in the ordinary course of business consistent with past practice and not in violation of this Agreementpractice, in each case free and clear of all mortgages, liens, security interests, charges, easements, leases, subleases, covenants, rights of way, options, claims, restrictions or encumbrances of any kind (collectively, "Liens"), except (i) such Liens as are set forth in Section 4.09(a) Schedule 4.06 (all of which shall be discharged at or prior to the Seller Disclosure Schedule; Closing), (ii) mechanics’', carriers’', workmen’s's, repairmen’s 's or other like liens Liens arising or incurred in the ordinary course of business, liens Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business and liens for Taxes which that are not due and payable or which that may thereafter be paid without penalty or interest or are being contested in good faith by appropriate proceedings; penalty, (iii) mortgages and Liens which that secure debt Company Indebtedness that is are reflected as a liability liabilities on the Balance Sheet and or Liens the existence of which is indicated referred to in the notes thereto and which will be released at or prior to the Closing; Balance Sheet and (iv) other imperfections of title or encumbrances, if any, which do notthat, individually or in the aggregate, do not materially impair impair, and could not reasonably be expected materially to impair, the continued use and operation of the Assets assets to which they relate in the Business conduct of the business of the Company as presently conducted (the mortgages and Liens described in clauses (i)ii) and (iv) above, (ii), together with the Liens referred to in clauses (iii) and (iv) above of Section 4.07, are hereinafter referred to collectively as “"Permitted Liens”").

Assets Other than Real Property Interests. (a1) The Company and/or one or more of the Company Subsidiaries has, or as of the Closing Date will have, has good and valid marketable title to all material Assets assets reflected on the Balance Sheet or thereafter acquired, except those listed in Schedule 4(i) or sold or otherwise disposed of since the date of the Balance Sheet in the ordinary course of business consistent with past practice and not in violation of this Agreementpractice, in each case free and clear of all Liens, Liens except (iA) such as are set forth in Section 4.09(aSchedule 4(i), (B) of the Seller Disclosure Schedule; amounts posted with commodity exchanges, (iiC) inventory arising from exchange imbalances, (D) mechanics’', carriers’', workmen’s's, warehousemen's, repairmen’s 's or other like liens Liens arising or incurred in the ordinary course of business, liens Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business and liens Liens for Taxes which are not due and payable or which may thereafter be paid without penalty or interest or are being contested in good faith by appropriate proceedings; penalty, (iiiE) mortgages and mechanics' Liens which secure debt that is reflected as a liability (the "Mechanics' Liens") on the Balance Sheet Company's Texas City refinery and related assets arising out of the existence of which is indicated suits with Belmont Constructors, Inc. set forth in the notes thereto and which will be released at or prior to the Closing; Schedule 4(m) and (ivF) other imperfections of title or encumbrances, if any, which do not, individually or in the aggregate, materially impair the continued use and operation of the Assets assets to which they relate in the Business business of the Company as presently conducted, provided that this clause (F) shall not apply to inventory included in Current Assets (the mortgages and Liens described in clauses (iD), (ii), (iiiE) and (ivF) above are hereinafter referred to collectively as “"Permitted Liens”").

Assets Other than Real Property Interests. (a) The Company and/or one or more of the Company Subsidiaries has, or Except as of the Closing Date will have, good and valid title to all material Assets reflected on the Balance Sheet or thereafter acquired, except those sold set forth in Schedule 5.06(a) or otherwise disposed of since the date of the Balance Sheet in the ordinary course of business consistent with past practice practice, the Company has, or as of the Closing Date will have, good and not valid title to all assets reflected on the Balance Sheet or thereafter acquired, other than those included in violation of this Agreementthe Retained Assets and Liabilities or the Argyll Road Carve-Out (the “Assets”), in each case free and clear of all mortgages, liens (statutory or otherwise), security interests, pledges, charges, assignments, easements, leases, subleases, covenants, conditional sales, deemed or statutory trusts, rights of way, options, claims, restrictions or encumbrances of any kind (collectively, “Liens”), except (i) such Liens as are set forth in Section 4.09(a) of the Seller Disclosure Schedule; Schedule 5.06(a)(i), (ii) builders’, mechanics’, carriers’, workmen’s, repairmen’s or other like liens Liens arising or incurred in the ordinary course of business, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business and liens for Taxes which are not due and payable or which may thereafter be paid without penalty or interest or are being contested in good faith by appropriate proceedings; (iii) mortgages and Liens which secure debt that is reflected as a liability on the Balance Sheet and the existence of which is indicated in the notes thereto and which will be released at or prior to the Closing; and (iv) other imperfections of title or encumbrances, if any, which do notthat, individually or in the aggregate, do not materially impair impair, and could not reasonably be expected materially to impair, the continued use and operation of the Assets to which they relate in the Business conduct of the business of the Company as of the date hereof (the mortgages and Liens described in clauses (i), (ii), ) and (iii) and above, together with the Liens referred to in clauses (ivii) above through (vi) of Section 5.07, are hereinafter referred to collectively as “Permitted Liens”).

Assets Other than Real Property Interests. (a) The Company and/or one or more of the Company Subsidiaries has, or as of the Closing Date will have, Subsidiary have good and valid title to all the material Assets assets reflected on the Interim Balance Sheet Sheets or thereafter acquired, except other than those sold or otherwise disposed of since the date of the Balance Sheet in the ordinary course of business and consistent with past practice and not in violation of this Agreementsince the Interim Balance Sheet Date, in each case free and clear of all mortgages, liens, security interests, charges, easements, leases, subleases, covenants, rights of way, options, claims, pledge, hypothecation, restrictions or encumbrances of any kind (collectively, "Liens"), except (i) such Liens as are set forth in Section 4.09(a) of the Seller Disclosure Schedule; on Schedule 3.06, (ii) mechanics’', carriers’', workmen’s's, repairmen’s 's or other like liens Liens arising or incurred in the ordinary course of business, liens and Liens of lessors over assets owned by them and leased to another, (iii) Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business and liens business, (iv) Liens for Taxes which Taxes, assessments or other governmental charges that are not due and payable or which payable, that may thereafter be paid without penalty penalty, or interest or that are being contested in good faith by appropriate proceedings; (iii) mortgages and Liens which secure debt that is reflected as a liability on the Balance Sheet and the existence of which is indicated in the notes thereto and which will be released at or prior to the Closing; and (ivv) other imperfections of title or encumbrances, if any, which do notencumbrances that, individually or in the aggregate, do not materially impair the continued use and operation of the Assets assets to which they relate in the Business conduct of the business of the Company as conducted since the Interim Balance Sheet Date and as at the date hereof (the mortgages and Liens described in clauses (i), (ii), (iii), (iv) and (ivv) above are hereinafter above, together with the Liens referred to collectively as “in clauses (ii) through (vi) of Section 3.07, the "Permitted Liens”").

Assets Other than Real Property Interests. (a) The Company and/or one or more of the Company Subsidiaries has, or as of the Closing Date will have, Seller has good and valid title to all material Assets reflected on the Balance Sheet or thereafter acquiredAcquired Assets, except those sold or otherwise disposed of since the date of the Balance Sheet in the ordinary course of business consistent with past practice and not in violation of this Agreementenforceable power and unqualified right to use and transfer to Purchaser, in each case free and clear of all Liensmortgages, liens, security interests, charges, easements, leases, subleases, covenants, rights of way, options, conditional sales or other title retention agreements, claims, pledges, reservations, rights of first refusal, servitudes, restrictions or encumbrances of any kind (collectively, "LIENS"), except (i) such as are set forth in Section 4.09(a) of the Seller Disclosure Schedule; Schedule 3.05, (ii) mechanics’', carriers’', workmen’s's, repairmen’s 's or other like liens Liens arising or incurred in the ordinary course of business, liens arising under original for sums not yet due and payable or which may hereafter be paid without penalty or which are being contested in good faith, (iii) Liens for Taxes that are not due and payable or that may hereafter be paid without penalty, (iv) Liens shown on the Balance Sheet as securing specified liabilities or obligations and Liens incurred in connection with the purchase price conditional sales contracts and equipment leases with third parties entered into of property and/or assets if such purchase was effected after the Balance Sheet Date in the ordinary course of business and liens for Taxes (in each case with respect to which are not due and payable or which may thereafter be paid without penalty or interest or are being contested in good faith by appropriate proceedings; (iii) mortgages and Liens which secure debt that is reflected as a liability on the Balance Sheet and the existence of which is indicated in the notes thereto and which will be released at or prior to the Closing; no default exists), and (ivv) other minor imperfections of title or encumbrances, if any, which do notnone of which, individually or in the aggregate, are substantial in amount, materially detract from the value or materially impair the continued use and operation of the Assets assets to which they relate in the conduct of the Purchased Operating Business as presently conducted (the mortgages and Liens described above in clauses (i), ) through (ii), (iiiv) and (iv) above are hereinafter referred to collectively as “Permitted Liens”"PERMITTED LIENS"). Schedule 3.05 is a true, correct and complete list of the Fixed Assets.

Assets Other than Real Property Interests. (a) The Company and/or one or more of the Company Subsidiaries has, or as of the Closing Date will have, has good and valid title to all material Assets the assets reflected on the Balance Sheet or thereafter acquired, except other than those sold set forth in Schedule 3.06 or otherwise disposed of since the date of the Balance Sheet in the ordinary course of business consistent with past practice and not in violation of this Agreementpractice, in each case free and clear of all mortgages, liens, security interests, charges, easements, leases, subleases, covenants, rights of way, options, claims, restrictions or encumbrances of any kind (collectively, “Liens”), except (i) such as are set forth in Section 4.09(a) of the Seller Disclosure Schedule; (ii) mechanics’, carriers’, workmen’s, repairmen’s or other like liens Liens arising or incurred in the ordinary course of business, liens Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business and liens for Taxes which that are not due and payable or which that may thereafter be paid without penalty or interest or are being contested in good faith by appropriate proceedings; faith, (iiiii) mortgages and Liens which that secure debt obligations that is are reflected as a liability liabilities on the Balance Sheet and or the existence of which is indicated referred to in the notes thereto and which will be released at or prior to the Closing; Balance Sheet and (iviii) other imperfections of title or encumbrances, if any, which do not, individually or in the aggregate, materially impair the continued use that have not had and operation of the Assets are not reasonably likely to which they relate in the Business have a Company Material Adverse Effect (the mortgages and Liens described in clauses (i), (ii), ) and (iii) and (iv) above are hereinafter referred to collectively as “Permitted Liens”).