Common use of Title and Condition of Assets Clause in Contracts

Title and Condition of Assets. The Shares owned by Seller and Assets owned ----------------------------- by Corporation to be Sold are free and clear of Liens, other than Permitted Encumbrances, or Liens which will be released or discharged at or prior to the Effective Time of Closing. The tangible Assets are in good operating condition and repair, subject to ordinary wear and tear, and have been maintained in accordance with standard industry practice, are capable of being used in the Business as presently being conducted without present need for repair or replacement except in the ordinary course of the Business, conform in all material ------ respects with all applicable legal requirements known to Seller and Corporation to be Sold, and in the aggregate provide the capacity to enable Corporation to be Sold to engage in commercial operation on a continuous basis (subject to normal maintenance and repair outages in the ordinary course). Since the date of the Interim Balance Sheet, Corporation to be Sold has not sold, transferred, leased, distributed or otherwise disposed of any of its assets, or agreed to do so except for sales of products and services in the ------ ordinary course of business or the disposition of immaterial assets in the ordinary course of business or which in the reasonable judgment of management are not necessary or advisable to the efficient operations of Seller and Corporation to be Sold. All items of raw materials, work-in-process and finished goods included in the Inventories are in such condition that they can be readily converted into merchantable finished goods by industry standard processing procedures currently used by Corporation to be Sold, all items of finished goods are of good standard and merchantable quality, and none of the items is obsolete or defective, except in each case for items which have been ------ written off or written down and so reflected on the Interim Balance Sheet or for which reserves are provided the Interim Balance Sheet.

Title and Condition of Assets. The Shares owned TAP and the TAP Subsidiaries have good and marketable title to, or a valid leasehold interest in, all of the Assets owned, used or held for use by Seller TAP and the TAP Subsidiaries and necessary or material to the operation of their business as currently conducted, including all Assets owned ----------------------------- by Corporation to be Sold are stated on the TAP 2007 Audited Balance Sheet, free and clear of all Liens, other than except Permitted Encumbrances, or Liens which will be released or discharged at or prior to the Effective Time of ClosingLiens. The tangible Assets used in the conduct of the businesses of TAP and the TAP Subsidiaries have been well maintained, are in good operating condition and repairrepair (normal wear and tear excepted), subject and are adequate and suitable for the particular purpose for which they are being used or held for use. With respect to the Headquarters Facility and the Leased Facility, as applicable, (a) there are no pending or threatened condemnation proceedings thereto; (b) there are no leases, subleases, licenses or agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of the Headquarters Facility (excluding the Headquarters Lease to be entered into at Closing) or the Leased Facility (other than the leases to TAP or its Subsidiaries being assigned to Xxxxxx at Closing); (c) no portion thereof has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its original condition (ordinary wear and teartear excepted), except as would not, individually or in the aggregate, reasonably be expected to interfere with the use thereof, or with respect to any Leased Facility, which has not heretofore been completely repaired and have been maintained restored in accordance with standard industry practice, are capable of being used in the Business as presently being conducted without present need for repair or replacement except in the ordinary course terms of the Business, conform in all material ------ respects with all applicable legal requirements known lease; and (d) there are no outstanding options or rights of first refusal to Seller and Corporation to be Sold, and in purchase the aggregate provide the capacity to enable Corporation to be Sold to engage in commercial operation on a continuous basis (subject to normal maintenance and repair outages in the ordinary course). Since the date of the Interim Balance Sheet, Corporation to be Sold has not sold, transferred, leased, distributed or otherwise disposed of any of its assetsHeadquarters Facility, or agreed to do so except for sales of products and services in the ------ ordinary course of business any portion thereof or the disposition of immaterial assets in the ordinary course of business or which in the reasonable judgment of management are not necessary or advisable to the efficient operations of Seller and Corporation to be Sold. All items of raw materials, work-in-process and finished goods included in the Inventories are in such condition that they can be readily converted into merchantable finished goods by industry standard processing procedures currently used by Corporation to be Sold, all items of finished goods are of good standard and merchantable quality, and none of the items is obsolete or defective, except in each case for items which have been ------ written off or written down and so reflected on the Interim Balance Sheet or for which reserves are provided the Interim Balance Sheetinterest therein.

Title and Condition of Assets. The Shares owned by Seller Company has good and Assets owned ----------------------------- by Corporation marketable title to be Sold are free all of the properties and clear of Liensassets which it purports to own, including without limitation the properties reflected in the Recent Financial Statements (other than Permitted Encumbrances, or Liens those which will be released or discharged at or prior to the Effective Time of Closing. The tangible Assets are in good operating condition and repair, subject to ordinary wear and tear, and have been maintained in accordance with standard industry practice, are capable disposed of being used in the Business as presently being conducted without present need for repair or replacement except in the ordinary course of the Business, conform in all material ------ respects with all applicable legal requirements known to Seller and Corporation to be Sold, and in the aggregate provide the capacity to enable Corporation to be Sold to engage in commercial operation on a continuous basis (subject to normal maintenance and repair outages in the ordinary course). Since since the date of the Interim Balance Sheet, Corporation to be Sold has not sold, transferred, leased, distributed or otherwise disposed of any of its assets, or agreed to do so except for sales of products and services in the ------ ordinary course of business or the disposition of immaterial assets Recent Financial Statements in the ordinary course of business or which consistent with the practices of the Company in the reasonable judgment last fiscal year), free and clear of management are not necessary all liabilities, obligations, mortgages, security interests, pledges, liens, claims, charges, title defects or advisable other encumbrances ("Liens") other than the Liens described in Schedule 3.10 hereto, all of which Liens (if any) will have been discharged and eliminated at or prior to the efficient Closing. The Company's assets (including, without limitation, all product molds) are in good working condition, reasonable wear and tear excepted. Except as set forth in Schedule 3.11 hereto, the Company 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 Seller the Company's business. No products now being made by or for the Company are adulterated, or misbranded, contaminated, damaged or defective in any respect, and Corporation all such products are in full compliance with all federal, state and local regulations as to be Soldmanufacturing, contents, efficacy, labeling and distribution, and all claims and descriptions for such products, in the manner now used on such products or in advertising therefor, are lawful and not materially misleading. All items of raw materials, work-in-process accounts and finished goods notes receivable which will be included in the Inventories are in such condition that they can be readily converted into merchantable finished goods by industry standard processing procedures currently used by Corporation to be Sold, all items of finished goods are of good standard and merchantable quality, and none of the items is obsolete or defective, except in each case for items which have been ------ written off or written down and so reflected on the Interim Closing Balance Sheet or will be valid and existing obligations payable to the Company in accordance with their terms and fully collectible in the aggregate recorded amounts thereof, less the allowance for which reserves are provided bad debts, if any, set forth in the Interim Closing Balance Sheet.

Title and Condition of Assets. The Shares Except for the Liens set forth on Exhibit F hereto (which exhibit sets forth the Liens against Sellers' Assets, the holders of such Liens and the amounts owed to the holders of such Liens), Sellers have good and indefeasible title to the tangible and intangible personal property owned by Seller and Assets owned ----------------------------- by Corporation to be Sold are it that comprise the Assets, free and clear of Liens, other than Permitted Encumbrances. To Sellers' knowledge except for the possible encroachment of a fence on property owned by the Texas Department of Transportation, no improvement or structure on any real property owned by Sellers encroaches on any adjacent property. No improvement or structure on any real property owned or used by Sellers has been damaged by any casualty or act of God, or Liens which will be released been subject to any condemnation proceedings which, individually or discharged at or prior to in the Effective Time of Closingaggregate, would have a Material Adverse Effect. The tangible Assets (i) are in good operating condition and repair, subject to ordinary wear and teartear (taking into account the age of the Equipment), and have been maintained in accordance with standard industry practice, (ii) are capable of being used in the Business as presently being conducted without present need for repair or replacement except in the ordinary course of the Business, Business and (iii) conform in all material ------ respects with all applicable legal requirements known to Seller and Corporation to be Sold, and in the aggregate provide the capacity to enable Corporation to be Sold to engage in commercial operation on a continuous basis (subject to normal maintenance and repair outages in the ordinary course)requirements. Since the date of the Interim December 31, 1996 Balance Sheet, Corporation to be Sold has Sellers have not sold, transferred, leased, distributed or otherwise disposed of any of its assets, or agreed to do so so, except for sales of products and services in the ------ ordinary course of business or the disposition of immaterial assets in the ordinary course of business or which in business. The Assets constitute all material assets and properties, real, personal, tangible and intangible, that are necessary for the reasonable judgment of management are not necessary or advisable to the efficient operations of Seller and Corporation to be Sold. All items of raw materials, work-in-process and finished goods included in the Inventories are in such condition that they can be readily converted into merchantable finished goods by industry standard processing procedures currently used by Corporation to be Sold, all items of finished goods are of good standard and merchantable quality, and none continued conduct of the items is obsolete or defectiveBusiness as conducted by Sellers prior to February 18, except in each case for items which have been ------ written off or written down and so reflected on the Interim Balance Sheet or for which reserves are provided the Interim Balance Sheet1998.