Common use of Certain Assets Clause in Contracts

Certain Assets. (a) Schedule 3.06(a) sets forth the street address of each parcel of real property (the "Real Property") relating to the Businesses owned, leased, operated or subleased by each Seller, specifying whether such Real Property is owned or leased and in the case of leases or subleases, the name of the lessor or sublessor. (b) Except as set forth in Schedule 3.06(d), each Seller has a valid leasehold interest in the Real Property designated on Schedule 3.06 (a) as being leased or subleased by such Seller. (c) Except as set forth in Schedule 3.06(c) or except (in the case of a Passed-Through Contract) due to a payment default, the Sellers have good and valid title to, or a valid leasehold interest in, all tangible personal property included in the Acquired Assets or Passed-Through Contracts. Except as set forth on Schedule 3.06(c), regardless of any such default, no tangible personal property which is an Acquired Asset or is subject to a Passed-Through Contract has been repossessed or otherwise removed from a Seller's use. (d) Except as set forth in Schedule 3.06(d), there does not exist under any material lease of Real Property, any material default or any event which with notice or lapse of time or both would constitute a default, other than defaults caused solely by the consummation of the transactions contemplated hereby. (e) The Acquired Assets and the Passed-Through Contracts include all of the assets necessary to operate the Businesses after the Closing in the hands of the Purchaser in the same manner and effect as the Businesses are being operated by the Sellers as of the date hereof. (f) The Sellers own all rights, title, and interest in, to and under the Acquired Assets, free and clear of any mortgage, lien, pledge or security interest (other than Permitted Exceptions). (g) The Sellers have provided to the Purchaser a true and complete list of the names, titles, and annual salaries of all employees of the Businesses whose annual base salary exceeds $100,000. (h) All accounts receivable of the Sellers and their Affiliates are owned by one of the Sellers, free and clear of all liens, pledges and security interests of any nature or kind whatsoever (other than Permitted Exceptions).

Certain Assets. (a) Schedule 3.06(a) sets forth Seller owns or has the street address right to use all of each parcel of real property (-------------- the "Real Property") relating to the Businesses owned, leased, operated or subleased by each Seller, specifying whether such Real Property is owned or leased and assets currently used in the case of leases or subleases, the name of the lessor or sublessor. (b) Except as set forth in Schedule 3.06(d), each Transaction Processing Business. Seller has a valid leasehold interest in the Real Property designated on Schedule 3.06 (a) as being leased or subleased by such Seller. (c) Except as set forth in Schedule 3.06(c) or except (in the case of a Passed-Through Contract) due to a payment default, the Sellers have good and valid marketable title to, or a valid leasehold interest in, all tangible personal property included in the Acquired Assets or Passed-Through Contracts. Except as set forth on Schedule 3.06(c), regardless of any such default, no tangible personal property which is an Acquired Asset or is subject to a Passed-Through Contract has been repossessed or otherwise removed from a Seller's use. (d) Except as set forth in Schedule 3.06(d), there does not exist under any material lease of Real Property, any material default or any event which with notice or lapse of time or both would constitute a default, other than defaults caused solely by the consummation of the transactions contemplated hereby. (e) The Acquired Assets and the Passed-Through Contracts include all of the assets necessary to operate the Businesses after the Closing in the hands of the Purchaser in the same manner and effect as the Businesses are being operated by the Sellers as of the date hereof. (f) The Sellers own all rights, title, and interest in, to and under the Acquired Assets, free and clear of any mortgageall Encumbrances, lienexcept for Permitted Exceptions and except as set forth in Schedule 4.09. Upon delivery to ACI on the Closing Date of the instruments of transfer contemplated by Section 3, pledge or security interest (Seller will thereby transfer to ACI good and --------- marketable title to the Acquired Assets, subject to no Encumbrances, other than Permitted Exceptions). (g) The Sellers . Except as set forth in Schedule 4.09 and except for ------------- Contracts listed on Exhibit B, to Seller's knowledge ACI will have the right --------- after the Closing to use all services provided by third parties currently provided to Seller with respect to the Purchaser a true and complete list Acquired Assets on terms no less favorable than those available to Seller as of the namesdate hereof, titlesprovided that the foregoing shall not be deemed to be a representation or warranty that any particular third Persons will perform pursuant to such agreements following the Closing. To Seller's knowledge, all of the equipment, machinery, computers, computer programs and data processing systems included in the Acquired Assets are free from material defects, have been maintained in accordance with Seller's historical practice, are in good operating condition and repair (subject to normal wear and tear), and annual salaries are suitable for the purposes for which they are currently used. No Governmental Authorities have seized any assets of Seller which are used, or held for use in, or relate to the Transaction Processing Business. Except for the Excluded Assets, the Acquired Assets constitute all employees of assets that are owned, leased or licensed by Seller and used or held for use in the Businesses whose annual base salary exceeds $100,000Transaction Processing Business. (h) All accounts receivable of the Sellers and their Affiliates are owned by one of the Sellers, free and clear of all liens, pledges and security interests of any nature or kind whatsoever (other than Permitted Exceptions).

Certain Assets. (a) Schedule 3.06(a) sets forth the street address of each parcel of real property (the "Real Property") relating to the Businesses owned, leased, operated or subleased by each Seller, specifying whether such Real Property is owned or leased and in the case of leases or subleases, the name of the lessor or sublessor. (b) Except as set forth in Schedule 3.06(d4.6(a), each Seller has a valid leasehold interest the North American Companies own, lease or have the legal right to use all their respective assets, whether owned or leased, including but not limited to any and all buildings, plants, structures, equipment and other tangible assets necessary for the continued conduct of the Business of the North American Companies after the Closing in substantially the Real Property designated on Schedule 3.06same manner as conducted prior to the Closing. (ab) as being leased or subleased by With respect to each Assigned Contract, Sellers enjoy the right to the benefits of such SellerAssigned Contract in accordance with its terms. Sellers own and have good and marketable title to the Purchased Assets, free and clear of all Liens, except for Permitted Liens. Xxxx Co. and Specialized Fabrics own and have good and marketable title to their assets, free and clear of all Liens, except for Permitted Liens. (c) Except as Subject to obtaining required Consents set forth in on Schedule 3.06(c4.6(c), Sellers have the full right to convey, transfer, assign and deliver the Purchased Assets as provided herein. Without limiting the generality of the foregoing, Sellers (A) have not granted, or except agreed to grant, (1) any ownership interest or right in, or with respect to, any Purchased Asset or (2) any right to acquire or receive any Purchased Asset or any interest or right therein or with respect thereto, and (B) are not a party to, or bound by, any Contract, other than the Transaction Documents, affecting or relating to a right to transfer any Purchased Asset (or any interest or right therein or with respect thereto) that, in the case of a Passed-Through Contracteither of foregoing clause (A) due to a payment defaultor (B), the Sellers have good and valid title tohad, or a valid leasehold interest could reasonably be expected to result in, a Material Adverse Effect on the ability of the ITI Entities to utilize the Purchased Assets as contemplated by this Agreement and the other Transaction Documents. (d) At the Closing, Sellers shall transfer and deliver to the ITI Entities the interests and rights of Sellers in all tangible personal property included Purchased Assets (other than with respect to the Assigned Contracts requiring any required Consent), free and clear of any Lien, except for Permitted Liens. (e) Schedule 4.6(e) sets forth a true, correct and complete list of all Facilities and all Personal Property with a value in excess of $10,000 of the Acquired Assets or Passed-Through Contracts. North American Companies. (f) Except as set forth on Schedule 3.06(c4.6(f), regardless the Facilities and all Personal Property of any such defaultthe North American Companies are in good operating condition and repair, no tangible personal property which is an Acquired Asset or is subject to a Passed-Through Contract has been repossessed or otherwise removed from a Seller's use. (d) Except as set forth in Schedule 3.06(d), there does not exist under any material lease of Real Property, any material default or any event which with notice or lapse of time or both would constitute a default, other than defaults caused solely by the consummation of the transactions contemplated hereby. (e) The Acquired Assets ordinary wear and the Passed-Through Contracts include all of the assets necessary to operate the Businesses after the Closing in the hands of the Purchaser in the same manner and effect as the Businesses are being operated by the Sellers as of the date hereof. (f) The Sellers own all rights, title, and interest in, to and under the Acquired Assets, free and clear of any mortgage, lien, pledge or security interest (other than Permitted Exceptions)tear. (g) The Sellers have provided to Except for the Purchaser a true and complete list leases set forth on Schedule 4.6(g), none of the namesassets described on Schedule 4.6(e) are subject to any material Contract pursuant to which any North American Company or any another Person is a lessee or lessor of, titlesor holds, and annual salaries of all employees of the Businesses whose annual base salary exceeds $100,000manages or operates, any Purchased Asset. (h) All accounts receivable of the Sellers and their Affiliates are owned by one of the Sellers, free and clear of all liens, pledges and security interests of any nature or kind whatsoever (other than Permitted Exceptions).