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

Assets Other than Real Property Interests. The Company or a subsidiary has good and valid title to all material assets reflected on the most recent balance sheet included in the Filed SEC Documents (the "Balance Sheet") or thereafter acquired, 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 Agreement, in each case free and clear of all mortgages, liens, security interests or encumbrances of any kind except (i) 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, (ii) mortgages, liens, security interests and encumbrances 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 (iii) 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 of the Company and the subsidiaries as presently conducted (the mortgages, liens, security interests, encumbrances and imperfections of title described in clauses (i), (ii) and (iii) above are hereinafter referred to collectively as "Permitted Liens"). All the material tangible personal property of the Company and the subsidiaries has been maintained in all material respects in accordance with the past practice of the Company and the subsidiaries and generally accepted industry practice. Each item of material tangible personal property of the Company and the subsidiaries is in all material respects in good working order and is adequate and sufficient for the Company's intended purposes, ordinary wear and tear

Assets Other than Real Property Interests. The Company or a subsidiary has good and valid title to all material assets of the Business that will be reflected on the Balance Sheet to be included in the Audited Financial Statements or that were acquired after May 31, 1998, including all assets reflected on the most recent balance sheet included in the Filed SEC Documents (the "Balance Sheet") or thereafter acquiredTrial Balances, except those assets sold or otherwise disposed of for fair value since the date of the Balance Sheet May 31, 1998 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 mortgages, liens, security interests or encumbrances of any kind except (i) such as will be set forth in Schedule 4(i), (ii) mechanics', carriers', workmen's '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 penaltypenalty or are being contested in good faith in appropriate proceedings, (iiiii) mortgages, liens, security interests and encumbrances which secure debt that is reflected as a liability on has been disclosed to Buyer in writing prior to the Balance Sheet and the existence of which is indicated in the notes thereto date hereof and (iiiiv) 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 of the Company and the subsidiaries as presently conducted Business (the mortgages, liens, security interests, encumbrances and imperfections of title described in clauses (iii), (iiiii) and (iiiiv) above are hereinafter referred to collectively as "Permitted Liens"). All the material tangible personal property of the Company and the subsidiaries has been maintained in all material respects in accordance with the past practice of the Company and the subsidiaries and generally accepted industry practice. Each item of material tangible personal property of the Company and the subsidiaries is in all material respects in good working order operating condition and is adequate and sufficient for the Company's intended purposesrepair, ordinary wear and teartear excepted. All material leased personal property of the Company is in all material respects in the condition required of such property by the terms of the 24 19 lease applicable thereto during the term of the lease and upon the expiration thereof. This Section 4(i) does not relate to real property or interests in real property, such items being the subject of Section 4(j).

Assets Other than Real Property Interests. The Company (a) One or a subsidiary more of the Acquired Companies or one or more of their respective subsidiaries has good and valid title to all material the assets reflected on the most recent balance sheet included in the Filed SEC Documents (the "Balance Sheet") Reference Statement or thereafter acquired, except those sold for the existence of customary retention of title arrangements, and other than the assets set forth in Schedule 2.06 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 AgreementReference Statement, in each case free and clear of all mortgages, liens, charges, claims, pledges, usufruct, attachments, transfers for security interests or other encumbrances of any kind (collectively, "LIENS"), except (i) such Liens as are set forth in Schedule 2.06, (ii) mechanics', carriers', workmen's workmens', repairmen's repairmens', landlords' or other like liens Liens arising or incurred in the ordinary course of businessbusiness and which do not materially impair the continued use and operation of the assets to which such Liens relate in the conduct of the business of the Acquired Companies and their respective subsidiaries as currently conducted, liens (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 which do not materially impair the continued use and operation of the assets to which such Liens relate in the conduct of the business of the Acquired Companies and their respective subsidiaries as currently conducted, (iv) Liens for Taxes which (as defined in Section 2.11(a)) and other governmental charges that are not due and payable or which that may thereafter be paid without penalty, (iiv) mortgages, liens, security interests and encumbrances which Liens that secure debt that is reflected as a liability on the Balance Sheet and the existence of which is indicated set forth in the notes thereto Schedule 2.06 and (iiivi) other imperfections of title title, licenses or encumbrances, if any, which do not, individually or in the aggregate, not materially impair the continued use and operation of the assets to which they relate in the conduct of the business of the Company Acquired Companies and the their respective subsidiaries as presently currently conducted (the mortgages, liens, security interests, encumbrances and imperfections of title Liens described in clauses (i)) through (vi) above, together with the Liens referred to in clauses (ii) and through (iiivi) above of Section 2.07, are hereinafter referred to collectively as "Permitted LiensPERMITTED LIENS"). All the material tangible personal property of the Company and the subsidiaries has been maintained in all material respects in accordance with the past practice of the Company and the subsidiaries and generally accepted industry practice. Each item of material tangible personal property of the Company and the subsidiaries is in all material respects in good working order and is adequate and sufficient for the Company's intended purposes, ordinary wear and tear.

Assets Other than Real Property Interests. The Company CILCORP or a subsidiary CILCORP Subsidiary has good and valid title to all material assets reflected on the most recent balance sheet included in the Filed CILCORP SEC Documents Reports (the "Balance Sheet") or thereafter acquired, 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 Agreement, in each case free and clear of all mortgages, liens, security interests or encumbrances of any kind except (i) mechanics', carriers', workmen's '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 that may thereafter be paid without penalty, (ii) mortgages, liens, security interests and encumbrances 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 (iii) 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 of CILCORP and each of the Company and the subsidiaries CILCORP Subsidiaries as presently conducted (the mortgages, liens, security interests, encumbrances and imperfections of title described in clauses (i), (ii) and (iii) above are hereinafter referred to collectively as "Permitted Liens")conducted. All the material tangible personal property of the Company CILCORP and the subsidiaries CILCORP Subsidiaries has been maintained in all material respects in accordance with the past practice of the Company CILCORP and the subsidiaries CILCORP Subsidiaries and generally accepted industry practice. Each item of material tangible personal property of the Company CILCORP and the subsidiaries CILCORP Subsidiaries is in all material respects in good working order and is adequate and sufficient for the Company's CILCORP' intended purposes, ordinary wear and teartear excepted. All leased personal property of CILCORP and its subsidiaries is in all material respects in the condition required of such property by the terms of the lease applicable thereto during the term of the lease and upon the expiration thereof.

Assets Other than Real Property Interests. The Company or a subsidiary has good and valid title to all material assets reflected on the most recent balance sheet included in the Filed SEC Documents (the "Balance Sheet") or thereafter acquired, 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 Agreement, in each case free and clear of all mortgages, liens, security interests or encumbrances of any kind except (i) 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, (ii) mortgages, liens, security interests and encumbrances 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 (iii) 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 of the Company and the subsidiaries as presently conducted (the mortgages, liens, security interests, encumbrances and imperfections of title described in clauses (i), (ii) and (iii) above are hereinafter referred to collectively as "Permitted Liens"). All the material tangible personal property of the Company and the subsidiaries has been maintained in all material respects in accordance with the past practice of the Company and the subsidiaries and generally accepted industry practice. Each item of material tangible personal property of the Company and the subsidiaries is in all material respects in good working order and is adequate and sufficient for the Company's intended purposes, ordinary wear and teartear excepted. All leased personal property of the Company and the subsidiaries is in all material respects in the condition required of such property by the terms of the lease applicable thereto during the term of the lease and upon the expiration thereof. This Section 3.01(w) does not relate to real property or interests in real property, such items being the subject of Section 3.01(x).

Assets Other than Real Property Interests. The Company or a subsidiary Company Subsidiary has good and valid title to to, or, in the case of leased assets, valid leasehold interests, in all material of their respective tangible assets that are used or held for use in their respective business, including all the assets reflected on the most recent balance sheet included in the Filed SEC Documents (the "Interim Balance Sheet") Sheet or thereafter acquired, except those sold or otherwise other than assets disposed of for fair value since the date of the Balance Sheet in the ordinary course of business consistent with past practice since the date of the Interim Balance Sheet and not in violation of this Agreementhereof, in each case free and clear of all mortgages, liens, security interests or encumbrances Liens other than Permitted Liens. The assets of any kind except (i) 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, (ii) mortgages, liens, security interests and encumbrances which secure debt that is reflected as a liability on the Balance Sheet Company and the existence of which is indicated in the notes thereto Company Subsidiaries and (iii) 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 of other persons which the Company and the Company Subsidiaries are entitled to which they relate in use under the provisions of agreements with the owners thereof are sufficient for the conduct of the business of the Company and the subsidiaries Company Subsidiaries in substantially the same manner as presently conducted (before the mortgages, liens, security interests, encumbrances and imperfections of title described in clauses (i), (ii) and (iii) above are hereinafter referred to collectively as "Permitted Liens")date hereof. All the material tangible personal property The assets of the Company and the subsidiaries has been maintained in all material respects in accordance with Company Subsidiaries and the past practice assets of other persons which the Company and the subsidiaries Company Subsidiaries are entitled to use under the provisions of agreements with the owners thereof have at all times been maintained in accordance with good business practice, and generally accepted industry practiceall such assets are in good operating condition and repair (except for ordinary wear and tear) and are suitable for the purposes for which they are used and intended. Each item The Company and the Company Subsidiaries have fully paid up the purchase price for any assets which were purchased subject to title retention clauses under which the title of material tangible personal property of the assets will not be transferred to the Company and the subsidiaries is Company Subsidiaries unless the purchase price thereof are fully paid. As of immediately prior to the closing of the Equity Purchase Agreement, Camelot has no assets or liabilities of any kind, other than ownership interests in all material respects in good working order and is adequate and sufficient for the Company's intended purposes, ordinary wear and tearentities set forth on Section 2.7 of the Disclosure Schedule (the “Camelot Entities”).