Common use of OWNERSHIP OF THE ASSETS Clause in Contracts

OWNERSHIP OF THE ASSETS. Schedule 2.3(i) attached ----------------------- --------------- hereto sets forth a true, correct and complete list of all claims, liabilities, liens, pledges, charges, encumbrances and equities of any kind affecting the Assets (collectively, the "Encumbrances"). The Seller is, and at the Closing will be, the true and lawful owner of the Assets, and will have the right to sell and transfer to the Buyer good, clear, record and marketable title to the Assets, free and clear of all Encumbrances of any kind, except as set forth on Schedule 2.3(ii) attached hereto (the "Permitted Encumbrances"). Seller shall ---------------- deliver to the Buyer the instruments of transfer of ownership contemplated by this Agreement and shall thereby deliver to the Buyer good and marketable title to the Assets , free and clear of all liens, mortgages, pledges, security interests, restrictions, prior assignments, encumbrances and claims of any kind or nature whatsoever, except for the Permitted Encumbrances.

OWNERSHIP OF THE ASSETS. Schedule 2.3(i2.4(i) attached hereto sets ----------------------- --------------- hereto sets forth a true, correct and complete list of all claims, liabilities, liens, pledges, charges, encumbrances and equities of any kind affecting the Assets (collectively, the "Encumbrances"). The Seller is, and at ------------ the Closing will be, the true and lawful owner of the Assets, and will have the right to sell and transfer to the Buyer good, clear, record and marketable title to the Assets, free and clear of all Encumbrances of any kind, except as set forth on Schedule 2.3(ii2.4(ii) attached hereto (the "Permitted Encumbrances"), ---------------- ---------------------- subject to Bankruptcy Court approval. Seller shall ---------------- deliver The delivery to the Buyer of the instruments of transfer of ownership contemplated by this Agreement and shall thereby deliver to the Buyer will vest good and marketable title to the Assets in the Buyer, free and clear of all liens, mortgages, pledges, security interests, restrictions, prior assignments, encumbrances and claims of any kind or nature whatsoever, except for the Permitted Encumbrances.

OWNERSHIP OF THE ASSETS. Except as set forth on ------------------------- Schedule 2.3(i) 2.3 attached ----------------------- --------------- hereto sets forth a truehereto, correct and complete list of all there are no claims, liabilities, liens, pledges, ------------ charges, encumbrances and and/or equities of any kind affecting the Assets (collectively, the "EncumbrancesENCUMBRANCES"). The Seller is, and at the Closing will be, is the true and lawful owner of the Assets, and will have has the right to sell and transfer to the Buyer good, clear, record good and marketable title to the all Assets, which are free and clear of all Encumbrances of any kind, except as set forth on Schedule 2.3(ii) attached hereto (the "Permitted Encumbrances"). Seller shall ---------------- deliver The delivery to the Buyer of the instruments of transfer of ownership contemplated by this Agreement and shall thereby deliver to the Buyer will vest good and marketable title to all Assets in the Assets Buyer, free and clear of all liens, mortgages, pledges, security interests, restrictions, prior assignments, encumbrances and claims of any kind or nature whatsoever. The Assets to be conveyed to the Buyer hereunder constitute all properties, assets, rights and claims (except for those related to real estate) which are necessary to or used in the Permitted Encumbrancesconduct of the Business as currently conducted by the Seller.

OWNERSHIP OF THE ASSETS. Except as set forth on Schedule 2.3(i) 2.3 attached ----------------------- --------------- hereto sets forth a true------------ hereto, correct and complete list of all there are no claims, liabilities, liens, pledges, charges, encumbrances and and/or equities of any kind affecting the Assets (collectively, the "EncumbrancesENCUMBRANCES"). The Except as set forth on Schedule 2.3, the Seller is, and at the Closing will be, is the true and ------------ lawful owner of the Assets, and will have has the right to sell and transfer to the Buyer good, clear, record good and marketable title to the all Assets, which are free and clear of all Encumbrances of any kind, except Encumbrances. Except as set forth on Schedule 2.3(ii) attached hereto (2.3, the "Permitted Encumbrances"). Seller shall ---------------- deliver delivery to the Buyer of ------------ the instruments of transfer of ownership contemplated by this Agreement and shall thereby deliver to the Buyer will vest good and marketable title to all Assets in the Assets Buyer, free and clear of all liens, mortgages, pledges, security interests, restrictions, prior assignments, encumbrances and claims of any kind or nature whatsoever. The Assets to be conveyed to the Buyer hereunder constitute all properties, except for assets, rights and claims which are necessary to or used in the Permitted Encumbrancesconduct of the Business as currently conducted by the Seller.

OWNERSHIP OF THE ASSETS. Schedule 2.3(i2.4(i) attached ----------------------- --------------- hereto sets forth a true, correct and complete list of all claims, liabilities, liens, pledges, charges, encumbrances and equities of any kind affecting the Assets except for minor imperfections of title and encumbrances, if any, which either individually or in aggregate, are not material in amount, do not materially detract from the value of the Assets and do not impair the use of the Assets or the Business (collectively, the "Encumbrances"). The Seller isSellers are, and at the Closing will be, the true and lawful owner owners of the Assets, and will have the right to sell and transfer to the Buyer good, clear, record and marketable title to the Assets, free and clear of all Encumbrances of any kindEncumbrances, except as set forth on Schedule 2.3(ii2.4(ii) attached hereto (the "Permitted Encumbrances"). Seller shall ---------------- deliver The delivery to the Buyer of the instruments of transfer of ownership contemplated by this Agreement and shall thereby deliver to the Buyer will vest good and marketable title to the Assets in the Buyer, free and clear of all liens, mortgages, pledges, security interests, restrictions, prior assignments, encumbrances and claims of any kind or nature whatsoever, except for the Permitted Encumbrances.