Common use of Condition and Adequacy of the Acquired Assets; Title Clause in Contracts

Condition and Adequacy of the Acquired Assets; Title. Except as disclosed in Schedule 3.8, the material tangible assets included in the Acquired Assets, taken as a whole, are in adequate operating condition and repair, ordinary wear and tear excepted, and are adequate and suitable in accordance with general industry practices and applicable law for the purposes for which they are currently used. Each of Sellers has good, valid and marketable title to all of the Acquired Assets which such Seller purports to own free and clear of all security interests, mortgages, conditional sales agreements, charges, liens and other encumbrances (collectively, the “Liens”), except for Permitted Encumbrances (as defined in Section 3.10(c) below). All inventory of Sellers included in the Acquired Assets is useful in the ordinary course of business and operation of the Publications and none of which is slow-moving, obsolete, damaged or defective. Without limiting the generality of any of the foregoing, except as indicated on Schedule 3.8, Sellers do not use furniture, fixtures, equipment, inventory or supplies in connection with the operation of the Publications which they do not own. Except for the Excluded Assets or as indicated on Schedule 3.8, the Acquired Assets are, in the aggregate, all of the assets which are necessary to operate the Publications in the manner in which the Publications were operated during the 12-month period ending on the Income Statement Date and since such time, except for additions thereto and deletions therefrom in the ordinary course of business and consistent with past practice. No asset primarily used in the Publications or the Acquired Assets is located in Mxxxxx Communications corporate headquarters or at any location not included in the Acquired Assets.

Condition and Adequacy of the Acquired Assets; Title. Except as disclosed in Schedule 3.8, the material tangible assets included in the Acquired Assets, taken as a whole, are in adequate operating condition and repair, ordinary wear and tear excepted, and are adequate and suitable in accordance with general industry practices and applicable law for the purposes for which they are currently used. Each of Sellers has good, valid and marketable title to all of the Acquired Assets which such Seller purports to own free and clear of all security interests, mortgages, conditional sales agreements, charges, liens and other encumbrances (collectively, the “Liens”), except for Permitted Encumbrances (as defined in Section 3.10(c) below). All inventory of Sellers included in the Acquired Assets is useful in the ordinary course of business and operation of the Publications and none of which is slow-moving, obsolete, damaged or defective. Without limiting the generality of any of the foregoing, except as indicated on Schedule 3.8, Sellers do not use furniture, fixtures, equipment, inventory or supplies in connection with the operation of the Publications which they do not own. Except for the Excluded Assets or as indicated on Schedule 3.8, the Acquired Assets are, in the aggregate, all of the assets which are necessary to operate the Publications in the manner in which the Publications were operated during the 12-month period ending on the Income Statement Date and since such time, except for additions thereto and deletions therefrom in the ordinary course of business and consistent with past practice. No asset primarily used in the Publications or the Acquired Assets is located in Mxxxxx Xxxxxx Communications corporate headquarters or at any location not included in the Acquired Assets.

Condition and Adequacy of the Acquired Assets; Title. Except as disclosed in Schedule 3.8, the material tangible assets included in the Acquired Assets, taken as a whole, are in adequate operating condition and repair, ordinary wear and tear excepted, and are adequate and suitable in accordance with general industry practices and applicable law for the purposes for which they are currently used. The Acquired Assets, the Excluded Assets and the assets expected to be used in performance of the Transition Services Agreement collectively comprise all the assets necessary to continue conducting the business of the Publications as such business has been conducted prior to the execution hereof. Each of Sellers has good, valid and marketable title to all of the Acquired Assets which such Seller purports to own free and clear of all security interests, mortgages, conditional sales agreements, charges, liens and other encumbrances (collectively, the “Liens”), except for Permitted Encumbrances (as defined in Section 3.10(c) below). All inventory of Sellers included in the Acquired Assets is useful in the ordinary course of business and operation of the Publications and none of which is slow-moving, obsolete, damaged or defective, except inventory for which no value is included in the Closing Date Working Capital Adjustment. Without limiting the generality of any of the foregoing, except as indicated on Schedule 3.8, Sellers do not use furniture, fixtures, equipment, inventory or supplies in connection with the operation of the Publications which they do not own. Except for the Excluded Assets or as indicated on Schedule 3.8, the Acquired Assets are, in the aggregate, all of the assets which are necessary to operate the Publications in the manner in which the Publications were operated during the 12-month period ending on the Income Statement Date and since such time, except for additions thereto and deletions therefrom in the ordinary course of business and consistent with past practice. No asset primarily used in the Publications or the Acquired Assets is located in Mxxxxx Xxxxxx Communications corporate headquarters (i.e. outside of the space subject to the Operating Lease for The Augusta Chronicle) or at any location not included in the Acquired Assets.