Common use of Title and Condition of Assets Clause in Contracts

Title and Condition of Assets. (a) Except as set forth on Schedule 5.10(a), the Company has good, and with respect to real property, marketable, title to all of the real and personal property reflected on the balance sheets included in the Financial Statements or acquired by the Company and its Subsidiaries since the Balance Sheet Date, free and clear of any Liens or defects of title, other than Permitted Liens. The Company has a valid and enforceable leasehold interest in all real property leased by it pursuant to the terms of the respective lease agreements. The Company is in compliance in all material respects with the terms of all such leases and, except as described on Schedule 5.10(a), such leases are sufficient for the conduct of the Company's business as now being and presently planned to be conducted. (b) Except as set forth on Schedule 5.10(b), the Facilities and Equipment are in good operating condition and repair (except for ordinary wear and tear and any defect the cost of repairing which would not be material), are sufficient for the operation of the Company's business and are in conformity in all material respects with applicable laws, ordinances, orders, regulations and other requirements (including applicable zoning, environmental, motor vehicle safety standards, occupational safety and health laws and regulations) relating thereto, except where such failure to conform would not have a Material Adverse Effect. The Company enjoys peaceful and undisturbed possession of all Facilities owned or leased by the Company, and, to the best knowledge of the Company, such Facilities are not subject to any encroachments, building or use restrictions, exceptions, reservations or limitations which in any material respect interfere with or impair the present and continued use thereof in the usual and normal conduct of the business of the Company. There are no pending or, to the best knowledge of the Company, threatened, condemnation proceedings relating to any of the Facilities. The Facilities and the Equipment are insured and are, to the best of the Company's knowledge, structurally sound with no material defects. (c) Assets are valued on the books of the Company at or below actual cost less adequate and proper depreciation charges. All of the assets of the Company, in the aggregate, have a value at least equal to the value thereof as reflected in the balance sheet included in the Financial Statements. Except as set forth on Schedule 5.10(c), the Company has not depreciated any of its assets for tax purposes on an accelerated basis or in any manner inconsistent with the Code or the rules, regulations, or guidelines of the Internal Revenue Service.

Title and Condition of Assets. (a) Except as set forth on Schedule 5.10(a), the The Company has good, and with respect to real property, marketable, title to all of the real and personal property reflected on the balance sheets included in the Financial Statements or acquired by the Company and its the Subsidiaries since the Balance Sheet DateJuly 28, 2001, free and clear of any Liens or defects of title, other than Permitted Liens. The Except as set forth on Schedule 5.11, the Company has a valid and enforceable leasehold interest in all real property leased by it pursuant to the terms of the respective lease agreements. The Company is in compliance with all of its real estate leases except to the extent, either individually or in all material respects with the terms of all aggregate, such leases andnon-compliance would not have a Material Adverse Effect, except as described on Schedule 5.10(a), and such leases are sufficient for the conduct of the Company's business as now being and presently planned conducted (without regard to be conductedthe Company's expansion plans). (b) Except as set forth on Schedule 5.10(b), the The Facilities and Equipment are in good operating condition and repair (except for ordinary wear and tear and any defect the cost of repairing which would not be material), are sufficient for the operation of the Company's business (without regard to the Company's expansion plans) and are in conformity in all material respects with applicable laws, ordinances, orders, regulations and other requirements (including applicable zoning, environmental, motor vehicle safety standards, occupational safety and health laws and regulations) relating thereto, except where such failure to conform would not have a Material Adverse Effect. The Company enjoys peaceful and undisturbed possession of all Facilities owned or leased by the Company, and, to the best knowledge of the Company, such Facilities are not subject to any encroachments, building or use restrictions, exceptions, reservations or limitations which in any material respect interfere with or impair the present and continued use thereof in the usual and normal conduct of the business of the Company. There are no pending or, to the best knowledge of the Company, threatened, condemnation proceedings relating to any of the Facilities. The Facilities and the Equipment are insured and are, to the best of the Company's knowledge, structurally sound with no material defectsinsured. (c) Assets are valued on the books of the Company at or below actual cost less adequate and proper depreciation charges. All of the assets of the Company, in the aggregate, have a value at least equal to the value thereof as reflected in the balance sheet included in the Financial Statements. Except as set forth on Schedule 5.10(c), the The Company has not depreciated any of its assets for tax purposes on an accelerated basis or in any manner inconsistent with the Code or the rules, regulations, or guidelines of the Internal Revenue Service.

Title and Condition of Assets. (a) Except as set forth on Schedule 5.10(a), the The Company and each Company Affiliate has good, and with respect to real property, marketable, good title to all of the real and personal property reflected on the balance sheets included in the Unaudited Financial Statements or acquired by the Company and its Subsidiaries or any of the Company Affiliates since the Balance Sheet Date, and all real and personal property reflected on such balance sheets or acquired by the Company or the Company Affiliates since the Balance Sheet Date is free and clear of any Liens or defects of title, other than Permitted Liens. All real property which is leased by the Company and the Existing Subsidiaries is listed on Schedule 5.11(a) hereto. The Company and each Company Affiliate has a valid and enforceable leasehold interest in all real property leased by it pursuant to the terms of the respective lease agreements. The Company agreements (assuming that each respective landlord has good and marketable title to all real property that is in compliance in all material respects with the terms of all subject to such leases and, and except as described on Schedule 5.10(aenforceability may be limited by applicable bankruptcy laws or rights of creditors generally.), such leases are sufficient for the conduct of the Company's business as now being and presently planned to be conducted. (b) Except as set forth on Schedule 5.10(b), the The Facilities and Equipment are in good operating condition and repair (except for ordinary wear and tear and any defect the cost of repairing which would not be material), are sufficient for the operation of the Company's business of the Company and each Company Affiliate and are in conformity in all material respects with applicable laws, ordinances, orders, regulations and other requirements (including applicable zoning, environmental, motor vehicle safety standards, occupational safety and health laws and regulations) relating thereto, except where such failure to conform would not have a Material Adverse Effect. The Company enjoys and each Company Affiliate enjoy peaceful and undisturbed possession of all Facilities owned or leased by the CompanyCompany or such Company Affiliate, and, to the best knowledge of the Company, such Facilities are not subject to any encroachments, building or use restrictions, exceptions, reservations or limitations which in any material respect interfere with or impair the present and continued use thereof in the usual and normal conduct of the business of the CompanyCompany or each Company Affiliate. There are no pending or, to the best knowledge of the Company, threatened, condemnation proceedings relating to any of the Facilities. The Facilities and the Equipment are insured and are, to the best of the Company's knowledge, structurally sound with no material defects. (c) Assets All assets are valued on the books of the Company or the Company Affiliate at or below actual cost less adequate and proper appropriate depreciation charges. All of the assets of the Company, in the aggregate, have a value at least equal to the value thereof as reflected in the balance sheet included in the Financial Statements. Except as set forth on Schedule 5.10(c), Neither the Company nor any Company Affiliate has not depreciated any of its assets the Assets for tax purposes on an accelerated basis or in any manner inconsistent with the Code or the rules, regulations, or guidelines of the Internal Revenue Service.

Title and Condition of Assets. (a) Except as set forth on Schedule 5.10(a), the The Company has good, good and with respect to real property, marketable, marketable title to all of the real properties and personal property assets which it purports to own, including without limitation the properties reflected on the balance sheets included in the Recent Financial Statements or acquired by (other than those which have been disposed of since the date of the Recent Financial Statements in the ordinary course of business consistent with the practices of the Company and its Subsidiaries since in the Balance Sheet Datelast fiscal year), free and clear of any Liens all liabilities, obligations, mortgages, security interests, pledges, liens, claims, charges, title defects or defects of title, other encumbrances ("Liens") other than Permitted Liensthe Liens described in Schedule 3.10 hereto, all of which Liens (if any) will have been discharged and eliminated at or prior to the Closing. The Company has a valid and enforceable leasehold interest in all real property leased by it pursuant to the terms of the respective lease agreements. The Company is in compliance in all material respects with the terms of all such leases and, except as described on Schedule 5.10(a), such leases are sufficient for the conduct of the Company's business as now being and presently planned to be conducted. assets (bincluding, without limitation, all product molds) Except as set forth on Schedule 5.10(b), the Facilities and Equipment are in good operating condition and repair (except for ordinary working condition, reasonable wear and tear and any defect the cost of repairing which would not be material), are sufficient for the operation of the Company's business and are in conformity in all material respects with applicable laws, ordinances, orders, regulations and other requirements (including applicable zoning, environmental, motor vehicle safety standards, occupational safety and health laws and regulations) relating thereto, except where such failure to conform would not have a Material Adverse Effect. The Company enjoys peaceful and undisturbed possession of all Facilities owned or leased by the Company, and, to the best knowledge of the Company, such Facilities are not subject to any encroachments, building or use restrictions, exceptions, reservations or limitations which in any material respect interfere with or impair the present and continued use thereof in the usual and normal conduct of the business of the Company. There are no pending or, to the best knowledge of the Company, threatened, condemnation proceedings relating to any of the Facilities. The Facilities and the Equipment are insured and are, to the best of the Company's knowledge, structurally sound with no material defects. (c) Assets are valued on the books of the Company at or below actual cost less adequate and proper depreciation charges. All of the assets of the Company, in the aggregate, have a value at least equal to the value thereof as reflected in the balance sheet included in the Financial Statementsexcepted. Except as set forth on in Schedule 5.10(c)3.11 hereto, the Company has not depreciated is the owner of all assets (including, without limitation, all properties, rights, claims, inventories, receivables, product molds, customer lists, intellectual property, intangibles and goodwill, wherever located) used in the business of selling toothbrushes, toothpaste, floss and other dental products under the "Dentax" brand. All of the Company's inventories are in good and marketable condition and are first-quality and usable in the present normal business operations of the Company's business. No products now being made by or for the Company are adulterated, or misbranded, contaminated, damaged or defective in any of its assets respect, and all such products are in full compliance with all federal, state and local regulations as to manufacturing, contents, efficacy, labeling and distribution, and all claims and descriptions for tax purposes such products, in the manner now used on an accelerated basis such products or in any manner inconsistent advertising therefor, are lawful and not materially misleading. All accounts and notes receivable which will be included in the Closing Balance Sheet will be valid and existing obligations payable to the Company in accordance with their terms and fully collectible in the Code or aggregate recorded amounts thereof, less the rulesallowance for bad debts, regulationsif any, or guidelines of set forth in the Internal Revenue ServiceClosing Balance Sheet.

Title and Condition of Assets. (a) Except as set forth on Schedule 5.10(a)The Company and its Affiliates have good and, the Company has good, and with respect to real property, marketable, title to all of the real and personal property reflected on the balance sheets included in the Unaudited Financial Statements or acquired by the Company and its Subsidiaries Affiliates since the Balance Sheet Date, free and clear of any Liens or defects of title, other than Permitted Liens. The Project Owners have good and, with respect to real property, marketable title to all of their real and personal property free and clear of any Liens or defects of title, other than Permitted Liens and such Liens which individually and in the aggregate do and will not materially impair or interfere with the current or anticipated uses of such property. All real property which is leased by the Company and its Affiliates is listed on Schedule 5.11(a) hereto. The Company has ---------------- a valid and enforceable leasehold interest in all real property leased by it pursuant to the terms of the respective lease agreements. The With respect to the leases listed on Schedule 5.11(a) hereto, the Company or each Affiliate, as ---------------- applicable, is in compliance in all material respects with the terms of all such leases and, except as described on Schedule 5.10(a), and such leases are sufficient for the conduct of the Company's and its Affiliates' business as now being and presently planned to be conducted. (b) Except as set forth on Schedule 5.10(b), the The Facilities and Equipment are in good operating condition and repair (except for ordinary wear and tear and any defect the cost of repairing which would not be material), are sufficient for the operation of the Company's business and are in conformity in all material respects with applicable laws, ordinances, orders, regulations and other requirements (including applicable zoning, environmental, motor vehicle safety standards, occupational safety and health laws and regulations) relating thereto, except where such failure to conform would not have a Material Adverse EffectEffect on the Condition of Company. The Company enjoys and each of its Affiliates enjoy peaceful and undisturbed possession of all Facilities owned or leased by the CompanyCompany or such Affiliate, and, to the best knowledge of the Company, such Facilities are not subject to any encroachments, building or use restrictions, exceptions, reservations or limitations which in any material respect interfere with or impair the present and continued use thereof in the usual and normal conduct of the business of the CompanyCompany or its Affiliates. There are no pending or, to the best knowledge of the Company, threatened, condemnation proceedings relating to any of the Facilities. The Facilities and the Equipment are insured and are, to the best of the Company's knowledge, structurally sound with no material defects. (c) Assets are valued on the books of the Company at or below actual cost less adequate and proper depreciation charges. All of the assets of the Company, in the aggregate, have a value at least equal to the value thereof as reflected in the balance sheet included in the Financial Statements. Except as set forth on Schedule 5.10(c), the Company has not depreciated any of its assets for tax purposes on an accelerated basis or in any manner inconsistent with the Code or the rules, regulations, or guidelines of the Internal Revenue Service.

Title and Condition of Assets. (a) Except as set forth on Schedule 5.10(a), the The Company and each Company Affiliate has good, and with respect to real property, marketable, good title to all of the real and personal property reflected on the balance sheets sheet included in the Audited Financial Statements or acquired by the Company and its Subsidiaries or any of the Company Affiliates since the Balance Sheet Datedate thereof, and all real and personal property reflected on such balance sheet or acquired by the Company or the Company Affiliates since the date thereof is free and clear of any Liens or defects of title, other than Permitted Liens. The Company and each Company Affiliate has a valid and enforceable leasehold interest in all real property leased by it pursuant to the terms of the respective lease agreements. The Company agreements (assuming that each respective landlord has good and marketable title to all real property that is in compliance in all material respects with the terms of all subject to such leases and, and except as described on Schedule 5.10(aenforceability may be limited by applicable bankruptcy laws or rights of creditors generally), such leases are sufficient for the conduct of the Company's business as now being and presently planned to be conducted. (b) Except as set forth on Schedule 5.10(b), the The Facilities and Equipment are in good operating condition and repair (except for ordinary wear and tear and any defect the cost of repairing which would not be material), are sufficient for the operation of the Company's business of the Company and each Company Affiliate and are in conformity in all material respects with applicable laws, ordinances, orders, regulations and other requirements (including applicable zoning, environmental, motor vehicle safety standards, occupational safety and health laws and regulations) relating thereto, except where such failure to conform would not have a Material Adverse Effect. The Company enjoys and each Company Affiliate enjoy peaceful and undisturbed possession of all Facilities owned or leased by the CompanyCompany or such Company Affiliate, and, to the best knowledge of the Company, such Facilities are not subject to any encroachments, building or use restrictions, exceptions, reservations or limitations which in any material respect interfere with or impair the present and continued use thereof in the usual and normal conduct of the business of the CompanyCompany or each Company Affiliate. There are no pending or, to the best knowledge of the Company, threatened, condemnation proceedings relating to any of the Facilities. The Facilities and the Equipment are insured and are, to the best of the Company's knowledge, structurally sound with no material defects. (c) Assets All assets are valued on the books of the Company or the Company Affiliate at or below actual cost less adequate and proper appropriate depreciation charges. All of the assets of the Company, in the aggregate, have a value at least equal to the value thereof as reflected in the balance sheet included in the Financial Statements. Except as set forth on Schedule 5.10(c), Neither the Company nor any Company Affiliate has not depreciated any of its assets the Assets for tax purposes on an accelerated basis or in any manner inconsistent with the Code or the rules, regulations, or guidelines of the Internal Revenue Service.