Common use of Title; Condition and Sufficiency of Acquired Assets Clause in Contracts

Title; Condition and Sufficiency of Acquired Assets. (a) The Company has good title to all of the Acquired Assets (including those reflected on the Balance Sheet, but excluding any such assets and properties sold, consumed, or otherwise disposed of in the ordinary course of business since the Balance Sheet Date) free and clear of all Encumbrances, except for (i) as set forth on Schedule 3.8.1 of the Disclosure Schedules, (ii) liens for Taxes not yet due and payable to the extent such Taxes are timely discharged by the Company and (iii), in the case of real estate, minor imperfections of title, none of which, individually or in the aggregate, materially detracts from the value of the affected properties, or materially impairs the use of the affected properties in the manner such properties currently are being used or materially impairs the operations of the Company (Encumbrances marked with an asterisk (*) on Schedule 3.8.1 and Encumbrances of the type described in sub-clauses (ii) and (iii) of this Section 3.8(a) being the “Permitted Encumbrances”). At the Closing, the Company will convey the Acquired Assets to Buyer free and clear of any and all Encumbrances other than Permitted Encumbrances. (b) Except as set forth on Schedule 3.8.2 of the Disclosure Schedules, the Acquired Assets are in good operating condition and repair (except for ordinary wear and tear and routine maintenance in the ordinary course of business), are adequate for the purposes for which they are presently used in the conduct of the Company’s business and are usable in a manner consistent with their current use. Except as set forth on Schedule 3.8.2 of the Disclosure Schedules, the Acquired Assets constitute all of the assets, properties and rights necessary for the operation of the Company’s business in the same manner in all material respects as the Company’s business is currently conducted.

Title; Condition and Sufficiency of Acquired Assets. (a) The Company Each Seller Party, as applicable, has good and valid title to all of the assets such party purports to own (including the Acquired Assets (including and those reflected on the Interim Balance Sheet, but excluding any such assets and properties sold, consumed, or otherwise disposed of in the ordinary course Ordinary Course of business Business since the Balance Sheet Date) free and clear of all Encumbrances, except for (i) as set forth on Schedule 3.8.1 of the Disclosure Schedules, (ii) liens for Taxes not yet due and payable to the extent such Taxes are timely discharged by the Company and (iii), in the case of real estate, minor imperfections of title, none of which, individually or in the aggregate, materially detracts from the value of the affected properties, or materially impairs the use of the affected properties in the manner such properties currently are being used or materially impairs the operations of the Company (Encumbrances marked with an asterisk (*) on Schedule 3.8.1 and Encumbrances of the type described in sub-clauses (ii) and (iii) of this Section 3.8(a) being the “Permitted Encumbrances”). At the Closing, Seller Parties and the Company Shareholders, as applicable, will convey (i) the Acquired Cash-Purchased Assets to Xxxxx’x Buyer free and clear of any and all Encumbrances other than Permitted Encumbrances, (ii) the Contributed Assets to ANC Xxxxx’x free and clear of any and all Encumbrances other than the Permitted Encumbrances, (iii) the Utro Assets to Utro Buyer, free and clear of any and all Encumbrances other than Permitted Encumbrances and (iv) the Xxxxx Properties Membership Interests to ANC Xxxxx’x free and clear of any and all Encumbrances other than Permitted Encumbrances. (b) Except as set forth on Schedule 3.8.2 of the Disclosure Schedules, the The Acquired Assets are in good operating condition and repair (except for ordinary wear and tear and routine maintenance in the ordinary course Ordinary Course of businessBusiness), are adequate for the purposes for which they are presently used in the conduct of the Company’s business Business and are usable in a manner consistent with their current use, and comply with applicable Laws. Except as set forth on Schedule 3.8.2 of for the Disclosure SchedulesExcluded Assets, the Acquired Assets constitute all of the assets, properties and rights necessary for the operation of the Company’s business Business after the Closing in the same manner in all material respects as the Company’s business Business was conducted prior to the Closing by Seller Parties. Other than Seller Parties, no Person (including any Shareholder) owns any assets, properties or rights used in the Business, except for Excluded Assets, the real property held by Xxxxx Properties, and assets owned by third parties and used in the Business pursuant to an Assumed Contract. (c) A list of all of the motor vehicles used in connection with the Business is currently conductedset forth on Schedule 3.8(c) (the “Business Vehicles”). Seller Parties have made available to Buyer Parties copies of titles to all of the Business Vehicles.

Title; Condition and Sufficiency of Acquired Assets. (a) The Company has good and marketable title to all of the Acquired Assets assets it purports to own (including those reflected on the Balance Sheet, but excluding any such assets and properties sold, consumed, or otherwise disposed of in the ordinary course of business since the Balance Sheet Date) free and clear of all Encumbrances, except for (i) as set forth on Schedule 3.8.1 of the Disclosure Schedules, (ii) liens for Taxes not yet due and payable to the extent such Taxes are timely discharged by the Company and (iii), ) in the case of real estate, minor imperfections of title, none of which, individually or in the aggregate, materially detracts from the value of the affected properties, or materially impairs the use of the affected properties in the manner such properties currently are being used or materially impairs the operations of the Company (Encumbrances marked with an asterisk (*) on Schedule 3.8.1 and Encumbrances of the type described in sub-clauses (ii) and (iii) of this Section 3.8(a) being the “Permitted Encumbrances”). At the Closing, the Company will convey the Acquired Assets to Buyer free and clear of any and all Encumbrances other than Permitted Encumbrances. (b) Except as set forth on Schedule 3.8.2 of the Disclosure Schedules, the Acquired Assets are in good operating condition and repair (except for ordinary wear and tear and routine maintenance in the ordinary course of business), are adequate for the purposes for which they are presently used in the conduct of the Company’s business and are usable in a manner consistent with their current use, and comply with applicable Laws in all material respects. Except as set forth on Schedule 3.8.2 of the Disclosure Schedules, the Acquired Assets constitute all of the assets, properties and rights necessary for the operation of the Company’s business in the same manner in all material respects as the Company’s business is currently conducted.

Title; Condition and Sufficiency of Acquired Assets. (a) The Company Seller has good and valid title to all of the assets it purports to own (including the Acquired Assets (including and those reflected on the Interim Balance Sheet, but excluding any such assets and properties sold, consumed, or otherwise disposed of in the ordinary course Ordinary Course of business Business since the Balance Sheet Date) free and clear of all Encumbrances, except for (i) as set forth on Schedule 3.8.1 of the Disclosure Schedules, (ii) liens for Taxes not yet due and payable to the extent such Taxes are timely discharged by the Company and (iii), in the case of real estate, minor imperfections of title, none of which, individually or in the aggregate, materially detracts from the value of the affected properties, or materially impairs the use of the affected properties in the manner such properties currently are being used or materially impairs the operations of the Company (Encumbrances marked with an asterisk (*) on Schedule 3.8.1 and Encumbrances of the type described in sub-clauses (ii) and (iii) of this Section 3.8(a) being the “Permitted Encumbrances”). At the Closing, the Company Seller will convey (i) the Acquired Cash-Purchased Assets to Buyer free and clear of any and all Encumbrances other than Permitted Encumbrances, and (ii) the Contributed Assets to ANC Potter’s free and clear of any and all Encumbrances other than the Permitted Encumbrances. (b) Except as set forth on Schedule 3.8.2 of the Disclosure Schedules, the The Acquired Assets are in good operating condition and repair (except for ordinary wear and tear and routine maintenance in the ordinary course Ordinary Course of businessBusiness), are adequate for the purposes for which they are presently used in the conduct of the Company’s business Business and are usable in a manner consistent with their current use, and comply with applicable Laws. Except as set forth on Schedule 3.8.2 of for the Disclosure SchedulesExcluded Assets, the Acquired Assets constitute all of the assets, properties and rights necessary for the operation of the Company’s business Business after the Closing in the same manner in all material respects as the Company’s business Business was conducted prior to the Closing by Seller. Other than Seller, no Person (including any Shareholder) owns any assets, properties or rights used in the Business, except for (i) Excluded Assets, (ii) the real property used in the Business owned by Affiliates of the Seller and set forth on Schedule 3.8(b), and (iii) assets owned by third parties and used in the Business pursuant to an Assumed Contract. (c) A list of all of the motor vehicles used in connection with the Business is currently conductedset forth on Schedule 3.8(c) (the “Business Vehicles”). Seller has made available to Buyer copies of titles to all of the Business Vehicles.