Closing Date Assets. (a) As of the Closing Date, the Company will have good, valid and marketable title to all of its assets, including those assets shown on the Final Closing Balance Sheet, in each case free and clear of any Encumbrances other than Permitted Encumbrances.
Closing Date Assets. 5.8.1 Schedule 5.8.1 sets forth a true, correct and complete list of any and all investment assets, including, bonds, notes, debentures, mortgage loans, real estate, collateral loans, derivatives and all other instruments of indebtedness, stocks, partnership or joint venture interests or certificates issued by or interests in trusts and all other assets acquired for investment purposes that are beneficially owned by any of the Companies as of November 30, 2009 (such investment assets, together with all investment assets acquired by any Company between November 30, 2009 and the Closing Date are referred to herein as the “Investment Assets”). Schedule 5.8.1 also sets forth for each of the Investment Assets the issuer of such Investment Asset, the amount owned of such Investment Asset, the maturity date of such Investment Asset (if applicable) and the fair market value of such Investment Asset as of November 30, 2009. Each Company has good title to all of the Investment Assets it purports to own, free and clear of all Liens.
Closing Date Assets. Notwithstanding anything to the contrary herein, with respect to each Closing Date Asset, the Issuer shall not make any distribution that would cause the aggregate transfer price paid by the Issuer for such asset to exceed the lesser of (i) the Cost Basis of such asset and (ii) the Fair Market Value of such asset.
Closing Date Assets. Attached hereto as Exhibit F is a true, correct and complete list of all personal property, owned by Company or used by Company in the conduct of its business, including, but not limited to, all equipment, machinery and fixtures (whether or not included in the Financial Statements) ("Personal Property"), which Personal Property is included within the Closing Date Assets. Company has sole and exclusive, good and merchantable title to all of the Closing Date Assets, free and clear of all pledges, claims, liens, restrictions, security interests, charges and other encumbrances (except liens created by this Agreement), unless otherwise disclosed on Exhibit F. Each of the items of Personal Property is in good repair and good operating condition, fit for its intended purposes, and is adequate for the continuation of Company's business. Inventories included within the Closing Date Assets shall consist of bona fide and current raw materials, work in process and finished goods which are fit for sale and not obsolete. Purchaser's consent to the inclusion of Inventories on the Closing Date Balance Sheet shall conclusively establish that such Inventories are fit for sale and not obsolete.
Closing Date Assets. (a) As of the Closing Date, the Company will have good, valid and marketable title to all of its assets, including those assets shown on the Final Closing Balance Sheet, in each case free and clear of any Encumbrances other than Permitted Encumbrances. (b) The Company's inventory has been paid for by the Company, consists of a quality and quantities which are usable and saleable upon customary terms and conditions in the ordinary course of business and meet all customer and warranty standards and requirements. (c) Schedule 3.17.2(c) lists all tangible personal property (other than Inventory) which is owned by the Company. Considered as a whole, such personal property is in satisfactory operating condition, subject to ordinary wear, tear, and obsolescence. -15- (d) The Company's assets include all right, title and interest in and to all assets that are used in or that are being held for use or are otherwise necessary in the operation, as currently conducted by the Company, of its business. (e) Schedule 3.17.2(e) contains a complete and correct list of all Governmental Entity-owned property or Governmental Entity-furnished equipment, including tooling and test equipment, provided under, necessary to perform the obligation under, or for which the Company could be held accountable under, the Government Contracts and such Governmental Entity-owned property is maintained by the Company in accordance with government-approved property management system. 3.17.3
