Common use of Ownership of Assets and Leases Clause in Contracts

Ownership of Assets and Leases. Attached hereto as Exhibit 4.9(a) is a complete and correct list and brief description, as of the date of this Agreement, of all real property and material items of personal property owned by the Company and all of the leases and other agreements relating to any real, personal or intangible property owned, used, licensed or leased by the Company. The Company has good and marketable title to all of its assets, including those listed on Exhibit 4.9(a), and any income or revenue generated therefrom, in each case free and clear of any liens, claims, charges, options, rights of tenants or other encumbrances, except (i) as disclosed and reserved against in the Financial Statements (to the extent and in the amounts so disclosed and reserved against), (ii) for liens arising from current taxes not yet due and payable and (iii) as set forth on Exhibit 4.9(b). Each of the Company's leases and agreements is in full force and effect and constitutes a legal, valid and binding obligation of the Company and the other respective parties thereto, enforceable in accordance with its terms, except as enforceability may be limited by applicable equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws from time to time in effect affecting the enforcement of creditors' rights generally, and, there is not under any of - 20 - such leases or agreements existing any default of the Company, or of any other parties thereto (or event or condition which, with notice or lapse of time, or both, would constitute a default). The Company has not received any notice of violation of any applicable regulation, ordinance or other law with respect to its operations or assets, and, to the best of the Company's knowledge there is not any such violation or grounds therefor which could adversely affect their assets or the conduct of its business. The Company is not a party to any contract or obligation whereby an absolute or contingent right to purchase, obtain or acquire any rights in any of the assets has been granted to anyone. There does not exist and will not exist by virtue of the transactions contemplated by this Agreement any claim or right of third persons which may be legally asserted against any of the Company's or the Securityholder's assets.

Ownership of Assets and Leases. Attached EXHIBIT 4.4 attached hereto as Exhibit 4.9(a) is a complete and correct list and brief description, description as of the date of this Agreement, Agreement of all real property and material items of personal property property, owned, leased or licensed by the Seller as of March 31, 1998 included in Net Assets (such list identifying which of such properties are owned by the Company Seller and all of the leases and other leases, licenses or agreements relating to under which the Seller is lessee or licensee or hold or operate any realproperty, personal real or intangible property owned, used, licensed or leased by the Companypersonal). The Company Seller has good and marketable title to all of its those properties listed and described in EXHIBIT 4.4 as owned property and assets, including those listed on Exhibit 4.9(a), and any income or revenue generated therefrom, in each case free and clear of any liens, security interests, claims, charges, options, rights of tenants or other encumbrances, except (i) as disclosed and or reserved against in the Financial Statements EXHIBIT 4.4 (to the extent and in the amounts so disclosed and or reserved against), (ii) and except for liens arising from current taxes not yet due and payable and (iii) as set forth on Exhibit 4.9(b)payable. Each of the Company's leases leases, licenses and agreements described in EXHIBIT 4.4 is in full force and effect and constitutes a legal, valid and binding obligation of (i) the Company Seller and (ii) to the best of Seller's and the Shareholders' knowledge, the other respective parties thereto, ; and is enforceable in accordance with its terms, except as enforceability may be limited by applicable equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws from time to time in effect affecting effecting the enforcement of creditors' rights generally, and, there . There is not under any of - 20 - such leases leases, licenses or agreements existing any material default (i) of the CompanySeller, or (ii) to the best of Seller's and the Shareholders' knowledge, of any other parties thereto (or or, with respect to (i) and (ii) above, event or condition which, with notice or lapse of time, or both, would constitute a default). The Company has not received any notice inventories of violation the Seller consist of any applicable regulationitems of a quality and quantity readily usable or readily salable, ordinance or other law with respect to its operations or assets, and, at prices equal to the best values at which such items are reflected in the Seller 's books, in the normal course of its business and are valued so as to reflect the normal valuation policy of the Company's knowledge there Seller, all in accordance with generally accepted accounting principles, applied on a basis consistent with prior years, but not in excess of the lower of cost or net realizable market value. All of the accounts receivable of the Seller as of the Closing Date will reflect actual transactions, will have arisen in the ordinary course of business and will not be subject to offset or deduction. All of such accounts receivable will be collectible (without recourse to any judicial proceedings) within six (6) months of the Closing Date at the aggregate recorded amounts thereof, net of reserves for estimated doubtful accounts disclosed on the Interim Financial Statements. Except pursuant to this Agreement, neither the Seller nor any Shareholder is not any such violation or grounds therefor which could adversely affect their assets or the conduct of its business. The Company is not a party to any contract or obligation whereby there has been granted to anyone an absolute or contingent right to purchase, obtain or acquire any rights in any of the assets has been granted to anyone. There does not exist and will not exist assets, properties or operations which are owned by virtue the Seller or which are used in connection with the business of the transactions contemplated by this Agreement any claim or right of third persons which may be legally asserted against any of the Company's or the Securityholder's assetsSeller and are being acquired hereby, except as indicated in EXHIBIT 4.4.

Ownership of Assets and Leases. Attached hereto as Exhibit 4.9(a) is a complete and correct list and brief description, as of the date of this Agreement, of all real property and material items of personal property owned by the Company Company, or by its subsidiaries, and all of the leases and other agreements relating to any real, personal or intangible property owned, used, licensed or leased by the Company, and its subsidiaries. The Company has Company, and its subsidiaries have good and marketable title to all of its assets, including those listed on Exhibit 4.9(a), and any income or revenue generated therefrom, in each case free and clear of any liens, claims, charges, options, rights of tenants or other encumbrances, encumbrances except (i) as disclosed and reserved against in the Financial Statements (to the extent and in the amounts so disclosed and reserved against), (ii) for liens arising from current taxes not yet due and payable and (iii) as set forth on Exhibit 4.9(b). Each of the Company's leases and agreements is of the Company, and its subsidiaries are in full force and effect and constitutes constitute a legal, valid and binding obligation of the Company Company, and of its subsidiaries, and the other respective parties thereto, enforceable in accordance with its terms, except as enforceability may be limited by applicable equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws from time to time in effect affecting the enforcement of creditors' rights generally, and, there is not under any of - 20 - such leases or agreements existing any default of the Company, or of its subsidiaries, or to the best of the Company's or Securityholder's knowledge of any other parties thereto (or event or condition which, with notice or lapse of time, or both, would constitute a default). The Company Neither the Company, nor any of its subsidiaries, has not received any notice of violation of any applicable regulation, ordinance or other law with respect to its operations or assets, and, to the best of the Company's knowledge there is not any such violation or grounds therefor which could adversely affect their assets or the conduct of its business. The Company Neither the Company, nor any of its subsidiaries, is not a party to any contract or obligation whereby an absolute or contingent right to purchase, obtain or acquire any rights in any of the assets has been granted to anyone. There does not exist and will not exist by virtue of the transactions contemplated by this Agreement any claim or right of third persons which may be legally asserted against any asset of the Company's 's, or the Securityholder's assetsits subsidiaries.

Ownership of Assets and Leases. Attached hereto as Exhibit 4.9(a5.9(a) is a complete and correct list and brief description, as of the date of this Agreement, of all real property and material items of personal property owned by the Company Seller and all of the leases and other agreements relating to any real, personal or intangible property owned, used, licensed or leased by the CompanySeller. The Company Seller has good and marketable title to all of its assets, including those listed on Exhibit 4.9(a5.9(a), and any income or revenue generated therefrom, in each case free and clear of any liens, security interest, chattel mortgages, claims, charges, options, rights of tenants or other encumbrancesencumbrances other than in the ordinary course of business, except (i) as disclosed and reserved against in the Financial Statements (to the extent and in the amounts so disclosed and reserved against), (ii) for liens arising from current taxes not yet due and payable and or (iii) as set forth on Exhibit 4.9(b5.9(b). Each of the CompanySeller's leases and agreements is in full force and effect and constitutes a legal, valid and binding obligation of the Company Seller and the other respective parties thereto, enforceable in accordance with its terms, except as enforceability may be limited by applicable equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws from time to time in effect affecting the enforcement of creditors' rights generally, and, there is not under any of - 20 - such leases or agreements existing any default of the CompanySeller, or to the best of the Seller's or each Securityholders' knowledge of any other parties thereto (or event or condition which, with notice or lapse of time, or both, would constitute a default). The Company Seller has not received any notice of violation of any applicable regulation, ordinance or other law with respect to its operations or assets, and, to the best of the CompanySeller's knowledge there is not any such violation or grounds therefor which could adversely affect their assets or the conduct of its business. The Company Seller is not a party to any contract or obligation whereby an absolute or contingent right to purchase, obtain or acquire any rights in any of the assets has been granted to anyone. There does not exist and will not exist by virtue of the transactions contemplated by this Agreement any claim or right of third persons which may be legally asserted against any of the Company's or the SecurityholderSeller's assets.