Common use of Title and Condition of Properties Clause in Contracts

Title and Condition of Properties. (a) Seller has good and marketable title to, or valid leasehold interests in, all the properties and assets used by it or located on its premises that are material to the conduct of the Business with respect to the Subject Business Assets, or which are shown on the Financial Statements except for such as are licensed, as are no longer useful in the conduct of its business or as have been disposed of in the ordinary course of business and except for defects in title, easements, restrictive covenants and similar impediments that, in the aggregate, would not have a Material Adverse Effect on the ability of Seller to conduct its Business as currently conducted and, as to the real property owned by Seller, would not have a material effect on the value of such property. All such assets and properties, other than assets and properties in which Seller has leasehold interests, are free and clear of all Encumbrances (or at Closing will be) except for (i) liens for taxes not yet due or being contested in good faith by appropriate procedures, (ii) mechanics, carriers, workmen's, repairmen's or other like liens arising or incurred in the ordinary course of business for amounts that are not delinquent and which are not, individually or in the aggregate, material to Seller's Business, (iii) liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business, and (iv) the Permitted Encumbrances. (b) Except as set forth in Section 3.09 of the Disclosure Statement or as would not result in a Material Adverse Effect, the Subject Business Assets are all of the assets which have been used, and which are necessary, to operate the Business as it has customarily been conducted. (c) To the Seller's Knowledge and in reliance upon, and subject to, the affidavit attached as Exhibit K, the Subject Business Assets are functional and usable in the ordinary course of the Business and are in sufficiently good operating condition to conduct the Business as it has been customarily conducted. (d) The real property owned or leased by Seller with respect to the Business is listed in Section 1.01 of the Disclosure Statement and is suitable for the uses for which these properties are currently used. The Plant has customary access to the utilities serving such properties sufficient to allow the conduct of Seller's Business as currently conducted, except for interruptions in utility service beyond Seller's control.

Title and Condition of Properties. The Company or one of its Subsidiaries (a) Seller has good and marketable title to, to or a valid leasehold interests ininterest under a real property or capitalized lease in all assets recorded on the Company's balance sheet as of December 31, all 1998 included in the properties and assets used by it Form 10-K or located on its premises that are material to the conduct otherwise described in Item 2 of the Business with respect to the Subject Business AssetsForm 10-K, or which are shown on the Financial Statements free and clear of all Liens, except for such as are licensed, as are no longer useful in the conduct of its business or as have been (i) assets disposed of in the ordinary course of business and except for defects in title, easements, restrictive covenants and similar impediments that, in the aggregate, would not have a Material Adverse Effect on the ability of Seller to conduct its Business as currently conducted and, as to the real property owned by Seller, would not have a material effect on the value of consistent with past practice since such property. All such assets and properties, other than assets and properties in which Seller has leasehold interests, are free and clear of all Encumbrances (or at Closing will be) except for (i) liens for taxes not yet due or being contested in good faith by appropriate proceduresdate, (ii) mechanics, carriers, workmen's, repairmen's or other like liens arising or incurred Liens disclosed in the ordinary course Filed Company SEC Reports, (iii) Liens or imperfections of business for amounts that are not delinquent and title which are not, individually or in the aggregate, material to Seller's Businessin character, amount or extent and which do not materially detract from the value or materially interfere with the present or presently contemplated use of the assets subject thereto or affected thereby, and (iv) Liens for current Taxes not yet due and payable, (iiib) liens arising has a valid leasehold or other interest in all other assets used by it in its business, (c) is in peaceful and undisturbed possession of the space and/or estate under original purchase price conditional sales contracts each lease under which it is a tenant, and there are no material defaults by it as a tenant thereunder, and (d) has good and valid rights of ingress and egress to and from all the real property owned or leased by such party from and to the public street systems for all usual street, road and utility purposes, except in each case for exceptions to the foregoing that would not, individually or in the aggregate, have a Material Adverse Effect on the Company. All of the improvements on real property and fixtures, machinery, equipment leases with third parties entered into and other tangible personal property and assets owned or used by the Company are in good condition and repair, except for ordinary wear and tear not caused by neglect, and are usable in the ordinary course of business, and (iv) except for any matter otherwise covered by this sentence which does not have, individually or in the Permitted Encumbrances. (b) Except as set forth in Section 3.09 of the Disclosure Statement or as would not result in aggregate, a Material Adverse Effect, Effect on the Subject Business Assets are all of the assets which have been used, and which are necessary, to operate the Business as it has customarily been conductedCompany. (c) To the Seller's Knowledge and in reliance upon, and subject to, the affidavit attached as Exhibit K, the Subject Business Assets are functional and usable in the ordinary course of the Business and are in sufficiently good operating condition to conduct the Business as it has been customarily conducted. (d) The real property owned or leased by Seller with respect to the Business is listed in Section 1.01 of the Disclosure Statement and is suitable for the uses for which these properties are currently used. The Plant has customary access to the utilities serving such properties sufficient to allow the conduct of Seller's Business as currently conducted, except for interruptions in utility service beyond Seller's control.

Title and Condition of Properties. The Company or one of its Subsidiaries (a) Seller has good and marketable title to, to or a valid leasehold interests ininterest under a real property or a capitalized lease in all assets recorded on the Company's balance sheet as of March 31, all 2000 included in the properties and assets used by it Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2000 (the "COMPANY'S FORM 10-K") or located on its premises that are material to the conduct otherwise described in Item 2 of the Business with respect to the Subject Business AssetsCompany's Form 10-K, or which are shown on the Financial Statements free and clear of all Liens, except for such as are licensed, as are no longer useful in the conduct of its business or as have been (i) assets disposed of in the ordinary course of business and except for defects in title, easements, restrictive covenants and similar impediments that, in the aggregate, would not have a Material Adverse Effect on the ability of Seller to conduct its Business as currently conducted and, as to the real property owned by Seller, would not have a material effect on the value of consistent with past practice since such property. All such assets and properties, other than assets and properties in which Seller has leasehold interests, are free and clear of all Encumbrances (or at Closing will be) except for (i) liens for taxes not yet due or being contested in good faith by appropriate proceduresdate, (ii) mechanics, carriers, workmen's, repairmen's or other like liens arising or incurred Liens disclosed in the ordinary course Company SEC Reports, (iii) Liens or imperfections of business for amounts that are not delinquent and title which are not, individually or in the aggregate, material in character, amount or extent and which do not materially detract from the value or materially interfere with the present or presently contemplated use of the assets subject thereto or affected thereby, and (iv) Liens for current Taxes not yet due and payable and (b) has a valid leasehold or other interest in all other assets used by it in its business, except in each case for exceptions to Seller's Businessthe foregoing that would not, (iii) liens arising under original purchase price conditional sales contracts individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. All of the improvements on real property and fixtures, machinery, equipment leases with third parties entered into and other tangible personal property and assets owned or used by the Company are in good condition and repair, except for ordinary wear and tear not caused by neglect, and are usable in the ordinary course of business, and (iv) except for any matter otherwise covered by this sentence which would not, individually or in the Permitted Encumbrances. (b) Except as set forth in Section 3.09 of the Disclosure Statement or as would not result in aggregate, reasonably be expected to have a Material Adverse Effect, Effect on the Subject Business Assets are all of the assets which have been used, and which are necessary, to operate the Business as it has customarily been conductedCompany. (c) To the Seller's Knowledge and in reliance upon, and subject to, the affidavit attached as Exhibit K, the Subject Business Assets are functional and usable in the ordinary course of the Business and are in sufficiently good operating condition to conduct the Business as it has been customarily conducted. (d) The real property owned or leased by Seller with respect to the Business is listed in Section 1.01 of the Disclosure Statement and is suitable for the uses for which these properties are currently used. The Plant has customary access to the utilities serving such properties sufficient to allow the conduct of Seller's Business as currently conducted, except for interruptions in utility service beyond Seller's control.

Title and Condition of Properties. The Company or one of its Subsidiaries (a) Seller has good and marketable fee title to, to or a valid leasehold interests ininterest under a real property or a capitalized lease in all assets recorded on the Company's balance sheet as of September 30, all 2000 included in the properties and assets used by it Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2000 (the "Company's Form 10-K") or located on its premises that are material to the conduct otherwise described in Item 2 of the Business with respect to the Subject Business AssetsCompany's Form 10-K, or which are shown on the Financial Statements free and clear of all Liens, except for such as are licensed, as are no longer useful in the conduct of its business or as have been (i) assets disposed of in the ordinary course of business and except for defects in title, easements, restrictive covenants and similar impediments that, in the aggregate, would not have a Material Adverse Effect on the ability of Seller to conduct its Business as currently conducted and, as to the real property owned by Seller, would not have a material effect on the value of since such property. All such assets and properties, other than assets and properties in which Seller has leasehold interests, are free and clear of all Encumbrances (or at Closing will be) except for (i) liens for taxes not yet due or being contested in good faith by appropriate proceduresdate, (ii) mechanics, carriers, workmen's, repairmen's or other like liens arising or incurred Liens disclosed in the ordinary course Company Disclosure Memorandum or in the Company SEC Reports, (iii) Liens or imperfections of business for amounts that are not delinquent and title which are not, individually or in the aggregate, material in character, amount or extent and which do not materially detract from the value or materially interfere with the present or presently contemplated use of the assets subject thereto or affected thereby, and (iv) Liens for current Taxes not yet due and payable and (b) has a valid leasehold or other interest in all other assets used by it in its business, except in each case for exceptions to Seller's Businessthe foregoing that would not, (iii) liens arising under original purchase price conditional sales contracts individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. All of the improvements on real property and fixtures, machinery, equipment leases with third parties entered into and other tangible personal property and assets owned or used by the Company are in good condition and repair, except for ordinary wear and tear not caused by neglect, and are usable in the ordinary course of business, and (iv) except for any matter otherwise covered by this sentence which would not, individually or in the Permitted Encumbrances. (b) Except as set forth in Section 3.09 of the Disclosure Statement or as would not result in aggregate, reasonably be expected to have a Material Adverse Effect, Effect on the Subject Business Assets are all of the assets which have been used, and which are necessary, to operate the Business as it has customarily been conductedCompany. (c) To the Seller's Knowledge and in reliance upon, and subject to, the affidavit attached as Exhibit K, the Subject Business Assets are functional and usable in the ordinary course of the Business and are in sufficiently good operating condition to conduct the Business as it has been customarily conducted. (d) The real property owned or leased by Seller with respect to the Business is listed in Section 1.01 of the Disclosure Statement and is suitable for the uses for which these properties are currently used. The Plant has customary access to the utilities serving such properties sufficient to allow the conduct of Seller's Business as currently conducted, except for interruptions in utility service beyond Seller's control.