Common use of Ownership and Defense of Title Clause in Contracts

Ownership and Defense of Title. (a) Except for Permitted Liens, the Borrower shall at all times be the sole owner of each and every item of Collateral and shall not create any Lien on, or sell, lease, exchange, assign, transfer, pledge, hypothecate, grant a security interest or security title in or otherwise dispose of, any of the Collateral or any interest therein, except for sales of Inventory in the ordinary course of business (including sales to Affiliates in accordance with current procedures), for cash or on open account or on terms of payment ordinarily extended to its customers, sales of Inventory with a fair market value of up to $1,000,000 in connection with any sale of the Borrower's St. Louis, Missouri branch permitted under Section 10.2, and except as otherwise expressly contemplated herein. The inclusion of "proceeds" of the Collateral under the Security Interest shall not be deemed a consent by the Lender to any other sale or other disposition of any part or all of the Collateral. (b) The Borrower shall defend its title in and to the Collateral and shall defend the Security Interest in the Collateral against the claims and demands of all Persons. (c) In addition to, and not in derogation of, the foregoing and the requirements of any of the Security Documents, the Borrower shall (i) protect and preserve all properties material to its business, including Intellectual Property and maintain all tangible property in good and workable condition in all material respects, with reasonable allowance for wear and tear, and (ii) from time to time make or cause to be made all needed and appropriate repairs, renewals, replacements and additions to such properties necessary for the conduct of its busi- ness, so that the business carried on in connection therewith may be properly and advantageously conducted at all times.

Ownership and Defense of Title. (a) Except for Permitted Liens, the each Borrower shall at all times be the sole owner of each and every item of Collateral pledged by it and shall not create any Lien on, or sell, lease, exchange, assign, transfer, pledge, hypothecate, grant a security interest or security title in or otherwise dispose of, any of the Collateral or any interest therein, except for sales of Inventory in the ordinary course of business (including sales to Affiliates in accordance with current procedures)business, for cash or on open account or on terms of payment ordinarily extended to its customers, sales of Inventory with a fair market value of up to $1,000,000 in connection with any sale of the Borrower's St. Louis, Missouri branch permitted under Section 10.2, customers and except as otherwise expressly contemplated herein. The inclusion of "proceeds" of the Collateral under the Security Interest shall not be deemed a consent by the Lender to any other sale or other disposition of any part or all of the Collateral. (b) The Each Borrower shall defend its title in and to the Collateral and shall defend the Security Interest in the Collateral against the claims and demands of all Persons. (c) In addition to, and not in derogation of, the foregoing and the requirements of any of the Security Documents, the each Borrower shall (i) protect and preserve all properties material to its business, including Intellectual Property and maintain all tangible property in good and workable condition in all material respects, with reasonable allowance for wear and tear, and (ii) from time to time make or cause to be made all needed and appropriate repairs, renewals, replacements and additions to such properties necessary for the conduct of its busi- nessbusiness, so that the business carried on in connection therewith may be properly and advantageously conducted at all times.

Ownership and Defense of Title. (a) Except for Permitted Liens, the either Borrower or such Guarantor shall at all times be the sole owner of each and every item of Collateral and shall not create any Lien on, or sell, lease, exchange, assign, transfer, pledge, hypothecate, grant a security interest or security title tide in or otherwise dispose of, any of the Collateral or any interest therein, except for sales of Inventory in the ordinary course of business (including sales to Affiliates in accordance with current procedures)business, for cash or on open account or on terms of payment ordinarily extended to its customers, sales of Inventory with a fair market value of up to $1,000,000 in connection with any sale of the Borrower's St. Louis, Missouri branch permitted under Section 10.2, customers and except as otherwise expressly contemplated herein. The inclusion of "proceeds" of the Collateral under the Security Interest shall not be deemed a consent by the Lender to any other sale or other disposition of any part or all of the Collateral. (b) The Borrower and each Guarantor shall defend its title in and to the Collateral and shall defend the Security Interest in the Collateral against the claims and demands of all Persons. (c) In addition to, and not in derogation of, the foregoing and the requirements of any of the Security Documents, the Borrower and each Guarantor shall (i) protect and preserve all properties material to its business, including Intellectual Property and maintain all tangible property in good and workable condition in all material respects, with reasonable allowance for wear and tear, and (ii) from time to time make or cause to be made all needed and appropriate repairs, renewals, replacements and additions to such properties necessary for the conduct of its busi- nessbusiness, so that the business carried on in connection therewith may be properly and advantageously conducted at all times.

Ownership and Defense of Title. (a) Except for Permitted Liens, the Borrower Borrowers shall at all times be the sole owner of each and every item of Collateral and shall not create any Lien on, or sell, lease, exchange, assign, transfer, pledge, hypothecate, grant a 78369 47 security interest or security title in or otherwise dispose of, any of the Collateral or any interest therein, except for sales of Inventory in the ordinary course of business (including sales to Affiliates in accordance with current procedures)business, for cash or on open account or on terms of payment ordinarily extended to its customers, sales of Inventory with a fair market value of up to $1,000,000 in connection with any sale of the Borrower's St. Louis, Missouri branch permitted under Section 10.2, customers and except as otherwise expressly contemplated herein. The inclusion of "proceeds" of the Collateral under the Security Interest shall not be deemed a consent by the Lender to any other sale or other disposition of any part or all of the Collateral. (b) The Borrower Borrowers shall defend its their title in and to the Collateral and shall defend the Security Interest in the Collateral against the claims and demands of all Persons. (c) In addition to, and not in derogation of, the foregoing and the requirements of any of the Security Documents, the Borrower Borrowers shall (i) protect and preserve all properties material to its business, including Intellectual Property and maintain all tangible property in good and workable condition in all material respects, with reasonable allowance for wear and tear, and (ii) from time to time make or cause to be made all needed and appropriate repairs, renewals, replacements and additions to such properties necessary for the conduct of its busi- nessbusiness, so that the business carried on in connection therewith may be properly and advantageously conducted at all times.

Ownership and Defense of Title. (a) Except for Permitted Liens, the either Borrower or such Guarantor shall at all times be the sole owner of each and every item of Collateral and shall not create any Lien on, or sell, lease, exchange, assign, transfer, pledge, hypothecate, grant a security interest or security title in or otherwise dispose of, any of the Collateral or any interest therein, except for sales of Inventory in the ordinary course of business (including sales to Affiliates in accordance with current procedures)business, for cash or on open account or on terms of payment ordinarily extended to its customers, sales of Inventory with a fair market value of up to $1,000,000 in connection with any sale of the Borrower's St. Louis, Missouri branch permitted under Section 10.2, customers and except as otherwise expressly contemplated herein. The inclusion of "proceeds" of the Collateral under the Security Interest shall not be deemed a consent by the Lender to any other sale or other disposition of any part or all of the Collateral. (b) The Borrower and each Guarantor shall defend its title in and to the Collateral and shall defend the Security Interest in the Collateral against the claims and demands of all Persons. (c) In addition to, and not in derogation of, the foregoing and the requirements of any of the Security Documents, the Borrower and each Guarantor shall (i) protect and preserve all properties material to its business, including Intellectual Property and maintain all tangible property in good and workable condition in all material respects, with reasonable allowance for wear and tear, and (ii) from time to time make or cause to be made all needed and appropriate repairs, renewals, replacements and additions to such properties necessary for the conduct of its busi- nessbusiness, so that the business carried on in connection therewith may be properly and advantageously conducted at all times.

Ownership and Defense of Title. (a) Except for Permitted Liens, the Borrower shall at all times be the sole owner of each and every item of Collateral and shall not create any Lien on, or sell, lease, exchange, assign, transfer, pledge, hypothecate, grant a security interest or security title in or otherwise dispose of, any of the Collateral or any interest therein, except for sales of Inventory in the ordinary course of business (including sales to Affiliates in accordance with current procedures)business, for cash or on open account or on terms of payment ordinarily extended to its customers, sales of Inventory with a fair market value of up to $1,000,000 in connection with any sale of the Borrower's St. Louis, Missouri branch permitted under Section 10.2, customers and except as otherwise expressly contemplated herein. The inclusion of "proceeds" of the Collateral under the Security Interest shall not be deemed a consent by the Lender Agent to any other sale or other disposition of any part or all of the Collateral. (b) The Borrower shall defend its title in and to the Collateral and shall defend the Security Interest in the Collateral against the claims and demands of all Persons. (c) In addition to, and not in derogation of, the foregoing and the requirements of any of the Security Documents, the Borrower shall (i) protect and preserve all properties material to its business, including Intellectual Property and maintain all tangible property in good and workable condition in all material respects, with reasonable allowance for wear and tear, and (ii) from time to time make or cause to be made all needed and appropriate repairs, renewals, replacements and additions to such properties necessary for the conduct of its busi- nessbusiness, so that the business carried on in connection therewith may be properly and advantageously conducted at all times.

Ownership and Defense of Title. (a) Except for Permitted Liens, the Borrower Borrowers shall at all times be the sole owner of each and every item of Collateral and shall not create any Lien on, or sell, lease, exchange, assign, transfer, pledge, hypothecate, grant a security interest or security title in or otherwise dispose of, any of the Collateral or any interest therein, except for (i) sales of Inventory in the ordinary course of business (including sales to Affiliates in accordance with current procedures)business, for cash or on open account or on terms of payment ordinarily extended to its customers, (ii) sales of Inventory with a fair market value of up worn-out or obsolete Equipment, provided the proceeds thereof are applied, to $1,000,000 the extent required, as set forth in connection with SECTION 2B.5(b) hereof, (iii) any sale or other disposition of the Borrower's St. Louiscapital stock (or all or substantially all of the assets) of Leisegang in accordance with the provisions of SECTION 10.7, Missouri branch permitted under Section 10.2provided the proceeds thereof are applied as set forth in SECTION 2A.7, and except (iv) as otherwise expressly contemplated herein. The inclusion of "proceeds" of the Collateral under the Security Interest shall not be deemed a consent by the Agent or any Lender to any other sale or other disposition of any part or all of the Collateral. (b) The Each Borrower shall use its best efforts to defend its title in and to the Collateral and shall use its best efforts to defend the Security Interest in the Collateral against the claims and demands of all Persons. (c) In addition to, and not in derogation of, the foregoing and the requirements of any of the Security Documents, the each Borrower shall (i) protect and preserve all properties material to its business, including Intellectual Property and maintain all tangible property in good and workable condition in all material respects, with reasonable allowance for wear and tear, and (ii) from time to time make or cause to be made all needed and appropriate repairs, renewals, replacements and additions to such properties necessary for the conduct of its busi- nessbusiness, so that the business carried on in connection therewith may be properly and advantageously conducted at all times.

Ownership and Defense of Title. (a) Except for Permitted Liens, the Borrower Borrowers shall at all times be the sole owner of each and every item of Collateral and shall not create any Lien on, or sell, lease, exchange, assign, transfer, pledge, hypothecate, grant a security interest or security title in or otherwise dispose of, any of the Collateral or any interest therein, except for sales of Inventory in the ordinary course of business (including sales to Affiliates in accordance with current procedures)business, for cash or on open account or on terms of payment ordinarily extended to its customers, sales of Inventory with a fair market value of up to $1,000,000 in connection with any sale of the Borrower's St. Louis, Missouri branch permitted under Section 10.2, customers and except as otherwise expressly contemplated herein. The inclusion of "proceeds" of the Collateral under the Security Interest shall not be deemed a consent by the Lender to any other sale or other disposition of any part or all of the Collateral. (b) The Borrower Borrowers shall defend its their title in and to the Collateral and shall defend the Security Interest in the Collateral against the claims and demands of all Persons. (c) In addition to, and not in derogation of, the foregoing and the requirements of any of the Security Documents, the Borrower Borrowers shall (i) protect and preserve all properties material to its business, including Intellectual Property and maintain all tangible property in good and workable condition in all material respects, with reasonable allowance for wear and tear, and (ii) from time to time make or cause to be made all needed and appropriate repairs, renewals, replacements and additions to such properties necessary for the conduct of its busi- nessbusiness, so that the business carried on in connection therewith may be properly and advantageously conducted at all times.

Ownership and Defense of Title. (a) Except for Permitted LiensLiens and the Security Interest, the Borrower shall at all times be the sole owner of each and every item of Collateral and shall not create any Lien on, or sell, lease, exchange, assign, transfer, pledge, hypothecate, grant a security interest or security title in or otherwise dispose of, any of the Collateral or any interest therein, except for sales of Inventory in the ordinary course of business (including sales to Affiliates in accordance with current procedures)business, for cash or on open account or on terms of payment ordinarily extended to its customers, sales of Inventory with a fair market value of up to $1,000,000 in connection with any sale of the Borrower's St. Louis, Missouri branch permitted under Section 10.2, customers and except as otherwise expressly contemplated herein. The inclusion of "proceeds" of the Collateral under the Security Interest shall not be deemed a consent by the Lender to any other sale or other disposition of any part or all of the Collateral. (b) The Borrower shall defend its title in and to the Collateral and shall defend the Security Interest in the Collateral against the claims and demands of all Persons. (c) In addition to, and not in derogation of, the foregoing and the requirements of any of the Security Documents, the Borrower shall (i) protect and preserve all properties material to its business, including Intellectual Property and maintain all tangible property in good and workable condition in all material respects, with reasonable allowance for wear and tear, and (ii) from time to time make or cause to be made all needed and appropriate repairs, renewals, replacements and additions to such properties necessary for the conduct of its busi- nessbusiness, so that the business carried on in connection therewith may be properly and advantageously conducted at all times.