Common use of Title and Condition of Assets Clause in Contracts

Title and Condition of Assets. At Closing, Seller will have ----------------------------- and will deliver or cause to be delivered to Buyer, good title to the Assets (except those such assets which are leased, and in which case, Seller has a valid leasehold interest) free and clear of any Encumbrance, except for any Encumbrances securing taxes, assessments, governmental charges or levies, or the claims of materialmen, carriers, landlords or like persons, which are (A) not yet due and payable or (B) are being contested in good faith, and which Encumbrances, either individually or in the aggregate, would not materially interfere with Buyer's ownership or use of such Assets (collectively, "Permitted Personal Property Encumbrances"). Such Permitted Personal Property Encumbrances are set forth in Schedule 3.7. The Fixed Assets identified in Schedule 1.1(a) --- ------ as "In Service" as of the Closing Date are to the best of Seller's Knowledge, in good operating condition and repair ordinary wear and tear excepted and available for use on the Closing Date in a manner consistent with Seller's past practices related to the Activity. Except as set forth in Schedule 3.7(a), to ----- Seller's Knowledge all Fixed Assets located in Xxxxx, Mexico on the Closing Date were manufactured or assembled in the United States. In addition, the molds and dies listed in Schedule 1.1 (a) were in good operating condition to the extent ------ that they produced quality products as of the last time that such molds and dies were used to produce products related to the Activity prior to the Closing Date. Except for the specific representations, warranties and covenants set forth in this Agreement, the Assets will be transferred at the Closing "as is and where is," and all other representations and warranties, including any warranty of merchantability or fitness for a particular purpose, are hereby expressly disclaimed.

Title and Condition of Assets. At Closing, Seller will have ----------------------------- (a) Schedule 1.2(b) includes a complete list of all Personal Property located at the Stores or used in the operation of the Stores. The Sellers own good and will deliver or cause to be delivered to Buyer, good marketable title to all of the Assets (except those such assets which are leasedAssets, and in which caseincluding the Personal Property, Seller has a valid leasehold interest) free and clear of any Encumbranceliens, except for any Encumbrances securing taxesencumbrances, assessments, governmental charges or levies, or the claims of materialmenthird parties, carrierssecurity interests, landlords mortgages, pledges, agreements, options and rights of others of any kind whatsoever, whether or like personsnot filed, which are recorded or perfected, and including, without limitation, any conditional sale or title retention agreement or lease in the nature thereof or any financing statements filed in any jurisdiction or any agreement to give any such financing statements (A) hereinafter collectively referred to as "Liens"), other than rights of third parties under leases of tangible personal property disclosed on Schedule 5.11 hereto and liens for taxes not yet due and payable or (B) are being contested in good faith, and which Encumbrances, either individually or in hereinafter collectively referred to as the aggregate, would not materially interfere with Buyer's ownership or use of such Assets (collectively, "Permitted Personal Property Encumbrances"). (b) The Assets constitute all assets that are material in or to the operation of the business of the Company and CML as conducted in the Stores. Such Permitted The Assets owned or leased are adequate to carry on the business of the Company and CML as conducted in the Stores as it is now being conducted and, except as set forth on Schedule 5.2(a) hereto, no consent of any third party is required in order to transfer any of the Assets to the Purchaser (including rights under the Assumed Contracts) based upon the change in control of the Assets contemplated hereby. The Personal Property Encumbrances are set forth constituting part of the Assets is in Schedule 3.7adequate operating condition for continued operation of all of the Stores as presently conducted. (c) The Pawn Pledge Advances represent the valid and binding obligation of the obligors thereunder in accordance with their terms and were entered into by CML and Rubin in good faith and in the ordinary course of business. The Fixed Assets identified coxxxxxral to be transferred to Purchaser in Schedule 1.1(a) --- ------ as "In Service" as of connection with the Closing Date are Pawn Pledge Advances was valued by CML and Rubin in good faith and, to the best of Seller's Knowledge, in good operating condition and repair ordinary wear and tear excepted and available for use on knowledge of the Closing Date in a manner consistent with Seller's past practices related to the Activity. Except as set forth in Schedule 3.7(a), to ----- Seller's Knowledge all Fixed Assets located in Xxxxx, Mexico on the Closing Date were manufactured or assembled in the United States. In additionSellers axxxx due inquiry, the molds collateral is owned by the obligor under the applicable Pawn Pledge Advance and dies listed in Schedule 1.1 (a) were in good operating condition to the extent ------ that they produced quality products as of the last time that such molds and dies were used to produce products related to the Activity prior to the Closing Date. Except for the specific representations, warranties and covenants set forth in this Agreement, the Assets will be transferred at the Closing "as is and where is," and all other representations and warranties, including any warranty of merchantability or fitness for a particular purpose, are hereby expressly disclaimednot stolen property.

Title and Condition of Assets. At Closing, Seller will (a) Sellers collectively have ----------------------------- good and will deliver or cause to be delivered to Buyer, good marketable title to the Assets (except those such assets which are leasedAssets, and in which case, Seller has a valid leasehold interest) the Assets are free and clear of any Encumbranceleases, security interests, mortgages, charges, liens, claims, encumbrances, easements, restrictions, covenants, rights of first refusal, options, or other matters affecting title and use of the Assets, except for any the Permitted Encumbrances securing taxesand such leases, assessmentssecurity interests, governmental charges or leviesmortgages, charges, liens, claims, encumbrances, easements, restrictions, covenants, rights of first refusal, options, or other matters as would not reasonably have a material adverse effect. (b) All of the claims Fixed Assets are in reasonably good operating condition, subject to normal wear and tear. (c) None of materialmen, carriers, landlords the Assets is subject to any commitment or like persons, which are other arrangement for its use by any third party. (Ad) not yet due and payable or (B) All items included in the Inventory are being contested sold "as is, where is." Sellers are not in good faith, and which Encumbrances, either individually possession of any inventory not owned by Sellers. All Inventory was purchased or produced in the aggregate, would not materially interfere with Buyer's ownership or use ordinary course of such Assets business of Sellers. (collectively, "Permitted Personal Property Encumbrances"). Such Permitted Personal Property Encumbrances are set forth e) All Accounts Receivable reflected in Schedule 3.7. The Fixed Assets identified in Schedule 1.1(a1.1(c) --- ------ as "In Service" or on the accounting records of Sellers relating to the Business as of the Closing Date are to represent or will represent valid obligations arising from sales actually made or services actually performed by Sellers in the best ordinary course of Seller's Knowledge, in good operating condition and repair ordinary wear and tear excepted and available for use on the Closing Date in a manner consistent with Seller's past practices related to the Activitybusiness. Except as set forth in Schedule 3.7(a), to ----- Seller's Knowledge all Fixed Assets located in Xxxxx, Mexico on the Closing Date were manufactured or assembled in the United States. In addition, the molds and dies listed in Schedule 1.1 (a) were in good operating condition to the extent ------ that they produced quality products as of the last time that such molds and dies were used to produce products related to the Activity paid prior to the Closing Date. Except for the specific representations, warranties and covenants set forth in this Agreement, the Assets Accounts Receivable are or will be transferred at as of the Closing "as Date current and collectible using commercially reasonable efforts net of the respective reserves shown on the Financial Statements and the Balance Sheet. There is and where is," and all other representations and warrantiesno contest, including claim, defense or right of setoff with any warranty account debtor of merchantability an Account Receivable relating to the amount or fitness for a particular purpose, are hereby expressly disclaimed.validity of such Account Receivable. Schedule 1.1

Title and Condition of Assets. At Closing(a) Except as otherwise disclosed on Schedule 5.4 hereto, Seller has, and pursuant to this Agreement Seller will have ----------------------------- sell, transfer, assign and will deliver or cause to be delivered to BuyerPurchaser, good and marketable title to the Assets (except those such assets which are leasedAcquired Assets, and in which case, Seller has a valid leasehold interest) free and clear of any Encumbranceliens, except for any Encumbrances securing taxesencumbrances, assessments, governmental charges or levies, or the claims of materialmenthird parties, carrierssecurity interests, landlords mortgages, pledges, agreements, options and rights of others of any kind whatsoever, whether or like personsnot filed, which are recorded or perfected, and including, without limitation, any conditional sale or title retention agreement or lease in the nature thereof or any financing statements filed in any jurisdiction or any agreement to give any such financing statements (Ahereinafter collectively referred to as "Liens"), other than rights of third parties under leases of tangible personal property disclosed on Schedule 5.4(a) hereto and liens for taxes not yet due and payable payable. (b) The equipment included in the Acquired Assets is in operating condition and constitutes sufficient equipment necessary to operate the business of Seller as conducted during the year prior to the date hereof. None of the Acquired Assets has been affected by any fire, accident, act of God or any other casualty that materially and adversely impairs its function in the business of Seller. The business of Seller is not conducted under any restriction imposed upon Seller, but not imposed upon other similar businesses in the locality where its business is located. (Bc) Schedule 1.1(a)(i) hereto includes a complete and correct list and a summary description of substantially all material tangible personal property in the nature of machinery and equipment owned or leased by Seller and used in connection with the business of Seller. (d) Schedule 1.1(a)(i) hereto includes a complete and correct list and a summary description of substantially all material contracts used in connection with the business of Seller. The Contracts are being contested in good faithand valid, and which Encumbrances, either individually enforceable in accordance with their terms. No consents or approvals are necessary to assign to and vest in the aggregate, would not materially interfere with Buyer's ownership or use of such Assets (collectively, "Permitted Personal Property Encumbrances"). Such Permitted Personal Property Encumbrances are set forth in Schedule 3.7. The Fixed Assets identified in Schedule 1.1(a) --- ------ as "In Service" as of the Closing Date are to the best Purchaser all of Seller's Knowledge, in good operating condition and repair ordinary wear and tear excepted and available for use on the Closing Date in a manner consistent with Seller's past practices related to the Activity. Except as set forth in Schedule 3.7(a), to ----- Seller's Knowledge all Fixed Assets located in Xxxxx, Mexico on the Closing Date were manufactured or assembled interest in the United StatesContracts, except the Contracts listed on Schedule 5.4(d) hereto. In addition, the molds and dies listed Seller is not in Schedule 1.1 (a) were in good operating condition to the extent ------ that they produced quality products as material default under any of the last time that such molds Contracts and dies were used to produce products related to the Activity prior to the Closing Date. Except for the specific representations, warranties and covenants set forth in this Agreement, the Assets will be transferred at the Closing "as is and where is," and all has no knowledge of any material default by any other representations and warranties, including any warranty of merchantability or fitness for a particular purpose, are hereby expressly disclaimedparty thereto.