Common use of Ownership and Condition of the Assets Clause in Contracts

Ownership and Condition of the Assets. Schedule 2.4(a) attached hereto sets forth a true, correct and complete list of all liens, mortgages, security interests, restrictions, pledges, charges and encumbrances (collectively, “Encumbrances”) affecting the Assets (including the assets and properties of BioSepra, S.A.) or the Business. The Seller or BioSepra, S.A. is, and at the Closing will be, the true and lawful owner of or will have valid and subsisting leasehold interests in or valid licenses to use, all of the Assets and all other assets used or held for use in connection with or necessary to the Business, and upon payment therefore by Buyer, subject to the Related Agreements, Buyer will have good and marketable title thereto, or valid and subsisting leasehold interests in or valid licenses to use such assets free and clear of all Encumbrances of any kind, except for those created by Buyer and except as set forth on Schedule 2.4(b) attached hereto (the “Permitted Encumbrances”). The Assets and the assets of BioSepra, S.A., taken as a whole, constitute all the properties and assets relating to or used or held for use solely in connection with the Business during the past 12 months (except inventory sold, cash used in the Business, accounts receivable collected, prepaid expenses realized, contracts fully performed, properties or assets replaced by equivalent or superior properties or assets, in each case in the ordinary course of the Business, and Excluded Assets). Schedule 2.4(c) attached hereto sets forth a true, correct and complete list of all material assets used in the Business which are also used in Seller’s (or its Affiliates’) other businesses (indicating whether they are owned by Seller or BioSepra, S. A.) Except for the Excluded Assets and as contemplated in the Related Agreements, there are no assets or properties used solely in the conduct of the Business and owned by any person or entity other than BioSepra, S.A. that will not be transferred, leased or licensed to the Buyer (or its Affiliate) under valid, current leases or licenses effective as of the Closing. The Assets and all assets of BioSepra, S.A. are in good operating condition and are adequate for the purposes for which they are currently used or held for use. To the knowledge of the Seller, except as contemplated herein and in the Related Agreements, there are no facts or conditions affecting the Assets or the assets and properties of BioSepra, S.A. which could, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use, occupancy or operation thereof as currently used, occupied or operated, or their adequacy for such use, occupancy or operation.

Ownership and Condition of the Assets. (a) Swiftcall E&S is the sole and exclusive legal and equitable owner of and has good and marketable title to the respective Assets (other than the Transfer Assets), as indicated on Schedule 2.4(a3.8(a) attached hereto sets and, except as set forth a truein Schedule 3.8(a), correct such Assets are free and complete list clear of all liensEncumbrances. Schedule 3.8(a) lists all Assets, mortgageswhether encumbered or not, security interestsand indicates the owner and the extent of any Encumbrance on any encumbered Asset, restrictionswhether presently held or contemplated to be held as of the Closing Date (and in such case the present holder). No person or Government Entity has an option to purchase, pledgesright of first refusal or other similar right with respect to all or any part of the Assets. (b) Schedule 3.8(b) lists all assets to be transferred (the "Asset Transfer") from the Stockholder and the Affiliate to Swiftcall E&S (or, charges as provided in Section 8.11, to the Acquiror or a subsidiary) prior to the Effective Time (the "Transfer Assets"), including without limitation the lease with DSC Alcatel, dated May 11, 1998 (the "DSC Alcatel Lease"), and encumbrances all rights (collectivelythe "DSC Alcatel Related Rights") of the Stockholder, “Encumbrances”) affecting Affiliate or any of their respective affiliates relating to the Assets DSC Alcatel Lease and the subject matter thereof (including all rights arising from warranties and support agreements). Following the assets and properties of BioSepraAsset Transfer, S.A.) Swiftcall E&S (or the Business. The Seller Acquiror or BioSepraits subsidiary, S.A. is, as the case may be) shall be the sole and at the Closing will be, the true exclusive legal and lawful equitable owner of or will have valid and subsisting leasehold interests in or valid licenses to use, all of the Assets and all other assets used or held for use in connection with or necessary to the Business, and upon payment therefore by Buyer, subject to the Related Agreements, Buyer will have good and marketable title theretoto the Transfer Assets and, or valid and subsisting leasehold interests except as set forth in or valid licenses to use Schedule 3.8(b), such assets Transfer Assets shall be free and clear of all Encumbrances of any kind, except for those created by Buyer and except as set forth on Schedule 2.4(bEncumbrances. (c) attached hereto (the “Permitted Encumbrances”). The Assets and the assets of BioSepra, S.A., taken as a whole, constitute all the properties and assets relating to or used or held for use solely in connection with the Business during the past 12 months (except inventory sold, cash used in the Business, accounts receivable collected, prepaid expenses realized, contracts fully performed, properties or assets replaced by equivalent or superior properties or assets, in each case in the ordinary course All of the Businesspersonal property of Swiftcall E&S is in good working order and repair, ordinary wear and tear excepted, and Excluded Assets). Schedule 2.4(c) attached hereto sets forth a true, correct is suitable and complete list of all material assets used in the Business which are also used in Seller’s (or its Affiliates’) other businesses (indicating whether they are owned by Seller or BioSepra, S. A.) Except for the Excluded Assets and as contemplated in the Related Agreements, there are no assets or properties used solely in the conduct of the Business and owned by any person or entity other than BioSepra, S.A. that will not be transferred, leased or licensed to the Buyer (or its Affiliate) under valid, current leases or licenses effective as of the Closing. The Assets and all assets of BioSepra, S.A. are in good operating condition and are adequate for the purposes uses for which they are currently used it is intended or held for use. To is being used. (d) Schedule 3.8(d) lists all hardware, computer software, know-how (and the knowledge manner in which such know-how is memorialized) and other technology (collectively, the "Swiftcall E&S Technology") which Swiftcall E&S owns or licenses and the nature of such entity's rights in each item of the Seller, except as contemplated herein and Swiftcall E&S Technology. The Swiftcall E&S Technology operates materially in the Related Agreements, there are no facts or conditions affecting the Assets or the assets and properties of BioSepra, S.A. which could, individually or in the aggregate, reasonably be expected to interfere in any material respect accordance with the use, occupancy or operation thereof as currently used, occupied or operated, or their adequacy product literature for such usetechnology (a copy of which, occupancy to the extent Swiftcall E&S has a copy, has provided to Acquiror), and Swiftcall E&S and the Stockholder and the Affiliate are not aware of any significant limitations or operationoperational deficiencies to which the Swiftcall E&S Technology is subject.

Ownership and Condition of the Assets. Schedule 2.4(a) attached hereto sets forth a true, correct and complete list of all liens, mortgages, security interests, restrictions, pledges, charges and encumbrances (collectively, the “Encumbrances”) affecting the Assets (including the assets and properties of BioSepra, S.A.) or the Business. The Seller Seller, BSA or BioSepra, S.A. BSG is, and at the Closing will be, the true and lawful owner of or will have valid and subsisting leasehold interests in or valid licenses to use, all of the Assets and all other assets used or held for use in connection with or necessary to the Business, and upon payment therefore therefor by Buyer, subject to the Related Agreements, Buyer will have good and marketable title thereto, or valid and subsisting leasehold interests in or valid licenses to use such assets free and clear of all Encumbrances of any kind, except for those created by Buyer and except as set forth on Schedule 2.4(b) attached hereto (the “Permitted Encumbrances”). The Assets and the assets of BioSepra, S.A.BSA and BSG, taken as a whole, constitute all the properties and assets relating to or used or held for use solely in connection with the Business during the past 12 months (except inventory sold, cash used in the Business, accounts receivable collected, prepaid expenses realized, contracts fully performed, properties or assets replaced by equivalent or superior properties or assets, in each case in the ordinary course of the Business, and Excluded Assets). Schedule 2.4(c) attached hereto sets forth a true, correct and complete list of all material assets used in the Business which are also used in Seller’s (or its Affiliates’) other businesses (indicating whether they are owned by Seller or BioSepra, S. A.) Except for the Excluded Assets and as contemplated in the Related AgreementsAssets, there are no assets or properties used solely in the conduct of the Business and owned by any person or entity other than BioSepra, S.A. the Seller or BSA or BSG that will not be transferred, leased or licensed to the Buyer (or its Affiliate) under valid, current leases or licenses effective as of following the Closing. The Assets and all assets of BioSepra, S.A. BSA and BSG are in good adequate operating condition and are adequate for the purposes for which they are currently used or held for use. To the knowledge of the Seller, except as contemplated herein and in the Related Agreements, there are no facts or conditions affecting the Assets or the assets and properties of BioSepra, S.A. which could, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use, occupancy or operation thereof as currently used, occupied or operated, or their adequacy for such use, occupancy or operation.

Ownership and Condition of the Assets. Schedule 2.4(a) attached hereto sets forth a true, correct and complete list of all liens, mortgages, security interests, restrictions, pledges, charges and encumbrances (collectively, “the "Encumbrances”") affecting the Assets (including the assets and properties of BioSepra, S.A.) or the Business. The Seller Seller, BSA or BioSepra, S.A. BSG is, and at the Closing will be, the true and lawful owner of or will have valid and subsisting leasehold interests in or valid licenses to use, all of the Assets and all other assets used or held for use in connection with or necessary to the Business, and upon payment therefore therefor by Buyer, subject to the Related Agreements, Buyer will have good and marketable title thereto, or valid and subsisting leasehold interests in or valid licenses to use such assets free and clear of all Encumbrances of any kind, except for those created by Buyer and except as set forth on Schedule 2.4(b) attached hereto (the “"Permitted Encumbrances”"). The Assets and the assets of BioSepra, S.A.BSA and BSG, taken as a whole, constitute all the properties and assets relating to or used or held for use solely in connection with the Business during the past 12 months (except inventory sold, cash used in the Business, accounts receivable collected, prepaid expenses realized, contracts fully performed, properties or assets replaced by equivalent or superior properties or assets, in each case in the ordinary course of the Business, and Excluded Assets). Schedule 2.4(c) attached hereto sets forth a true, correct and complete list of all material assets used in the Business which are also used in Seller’s (or its Affiliates’) other businesses (indicating whether they are owned by Seller or BioSepra, S. A.) Except for the Excluded Assets and as contemplated in the Related AgreementsAssets, there are no assets or properties used solely in the conduct of the Business and owned by any person or entity other than BioSepra, S.A. the Seller or BSA or BSG that will not be transferred, leased or licensed to the Buyer (or its Affiliate) under valid, current leases or licenses effective as of following the Closing. The Assets and all assets of BioSepra, S.A. BSA and BSG are in good adequate operating condition and are adequate for the purposes for which they are currently used or held for use. To the knowledge of the Seller, except as contemplated herein and in the Related Agreements, there are no facts or conditions affecting the Assets or the assets and properties of BioSepra, S.A. which could, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use, occupancy or operation thereof as currently used, occupied or operated, or their adequacy for such use, occupancy or operation.