Common use of Title, Sufficiency and Condition of Assets Clause in Contracts

Title, Sufficiency and Condition of Assets. (a) Sellers and their Affiliates own all rights, title and interests in and to the Purchased Assets free and clear of all Liens, other than Permitted Liens. The Purchased Companies and their Subsidiaries own all right, title and interest in and to their assets, free and clear of all Liens, other than Permitted Liens. As of the execution of the conveyance documents from Sellers and their Affiliates to Buyer or any of its Affiliates for any Purchased Asset, Buyer or its applicable Affiliate shall own all the rights, title and interest in and to the Purchased Assets free and clear of all Liens, other than Permitted Liens. (b) Except as set forth on Section 3.8(b) of the Seller Disclosure Schedules, as of the Closing, the Purchased Assets and the assets held by the Purchased Companies and their Subsidiaries, (a) taking into account the Transaction Documents and all of the assets, services, products, real property, Intellectual Property and Know-How to be provided, acquired, leased or licensed under the Transaction Documents and (b) assuming all Approvals and Business Permits have been obtained or transferred, are sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted by Sellers, the Purchased Companies and the Subsidiaries of the Purchased Companies as of the date hereof and as of the Closing Date and constitute all of the rights, property and assets necessary to conduct the Business in the manner currently conducted by Sellers, the Purchased Companies and the Subsidiaries of the Purchased Companies. (c) The buildings, plants, structures, furniture, fixtures, Information Technology, machinery, equipment, vehicles and other items of tangible personal property included in the Purchased Assets or which are assets of any Purchased Company or any Subsidiary of any Purchased Company are in good operating condition and repair consistent with industry standards, ordinary wear and tear excepted, and none of such buildings, plants, structures, furniture, fixtures, Information Technology, machinery, equipment, vehicles or other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost, except, in each case, as would not reasonably be expected to be, individually or in the aggregate, material to the Business.

Title, Sufficiency and Condition of Assets. (a) Sellers Except as set forth on Schedule 4.6(a) and their Affiliates own other than Owned Real Property and the Leased Real Property, which are addressed in Section 4.6(b), the Seller has good, valid and marketable title to all rights, title and interests in and to of the Purchased Assets free and clear valid leasehold interests in, or other rights to use, all of all Liensthe Purchased Assets, other than Permitted Liens. The Purchased Companies and their Subsidiaries own all right, title and interest in and to their assetseach case, free and clear of all LiensEncumbrances, other than subject only to the Permitted LiensEncumbrances listed on Schedule 4.6(b) (prior to the Closing). As Upon the Closing, the Buyer shall have good, valid and marketable title to all of the execution of the conveyance documents from Sellers and their Affiliates to Buyer or any of its Affiliates for any Purchased Asset, Buyer or its applicable Affiliate shall own all the rights, title and interest in and to the Purchased Assets and valid leasehold interests in, or other rights to use, all of the Purchased Assets, free and clear of all Liens, Encumbrances other than the Permitted LiensEncumbrances. Except as set forth in Schedule 4.6(a), none of the Purchased Assets is in possession of any person other than the Seller and all the Equipment and Fixed Assets are located on the Real Property. (b) Except as Schedules 2.1(d) and 2.2(a) set forth on Section 3.8(b) a complete list of all Owned Real Property and a complete list of all real property and interests in real property leased by or licensed to the Seller and used in the Business (the "Leased Real Property"). Upon the entry of the Seller Disclosure Schedules, as Sale Approval Order and conditioned upon the terms of the ClosingSale Approval Order, the Purchased Assets and the assets held by the Purchased Companies and their Subsidiaries, Seller has (a) taking into account good, valid and marketable fee title to the Transaction Documents and all of the assets, services, products, real property, Intellectual Property and Know-How to be provided, acquired, leased or licensed under the Transaction Documents Owned Real Property; and (b) assuming valid leasehold interests in the Leased Real Property, in each case, free and clear of all Approvals and Business Permits Encumbrances, except for the Permitted Encumbrances specifically listed on Schedule 4.6(b). The Seller is not aware of any pending or threatened condemnation or eminent domain proceeding in respect to the Owned Real Property or the Leased Real Property. None of the unexpired leases of the Seller have been obtained rejected in the Bankruptcy Cases nor, except as set forth in Schedule 4.6(b), have any of them expired or transferredbeen terminated, are sufficient for and upon the continued conduct entry of the Business after Sale Approval Order and conditioned upon the Closing terms of the Sale Approval Order, each of them is fully enforceable in substantially the same manner as conducted by Sellersaccordance with its terms. (c) The Purchased Assets, together with the Purchased Companies Contracts and the Subsidiaries of the Purchased Companies as of the date hereof and as of the Closing Date and Ancillary Agreements, constitute all of the rights, property properties and assets of every kind, character and description, wherever located and whether tangible or intangible, real or personal, or fixed or contingent, that are necessary to conduct operate the Business in the manner as currently conducted by Sellersthe Seller. Except as set forth in Schedule 4.6(c), the Purchased Companies and the Subsidiaries of the Purchased Companies. (c) The buildings, plants, structures, furniture, fixtures, Information Technology, machinery, equipment, vehicles and other items of tangible personal property included in the Purchased Assets or which are assets of any Purchased Company or any Subsidiary of any Purchased Company are in good operating condition and repair consistent with industry standardsrepair, subject to ordinary wear and tear exceptedtear, and none of such buildings, plants, structures, furniture, fixtures, Information Technology, machinery, equipment, vehicles or other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost, except, in each case, as would not reasonably be expected to be, individually or usable in the aggregateregular and ordinary course of business and conform in all material respects to all applicable Laws and Permits relating to their construction, material use and operation. Subject to the Businessentry of the Sale Approval Order and conditioned upon the terms of the Sale Approval Order, (d) Except as set forth in Schedule 4.6(d), there is no existing agreement with, option or right of, or commitment to any Person to acquire any of the Purchased Assets or any interest therein other than Contracts entered into in the ordinary course of business consistent with past practices for the sale of Inventory.

Title, Sufficiency and Condition of Assets. (a) Sellers Seller and their Affiliates its Subsidiaries own all rights, title and interests in and to the Purchased Assets free and clear of all Liens, other than (i) Liens on the Purchased Company Equity Interests which will be released simultaneously with the Closing and (ii) Permitted LiensLiens on the Purchased Assets other than the Purchased Company Equity Interests. The Purchased Companies Company and their its Subsidiaries own all right, title and interest in and to their assets, free and clear of all Liens, other than Permitted Liens. As of the execution of the conveyance documents from Sellers the Seller and their Affiliates its Subsidiaries to Buyer or any of its Affiliates for any Purchased Asset, Buyer or its applicable Affiliate shall own all the rights, title and interest in and to the such Purchased Assets Asset free and clear of all LiensLiens (subject to any Liens arising with respect to Buyer), other than (i) Liens on the Purchased Company Equity Interests which will be released simultaneously with the Closing and (ii) Permitted LiensLiens on the Purchased Assets other than the Purchased Company Equity Interests. (b) Except as set forth on Section 3.8(b) of the Seller Disclosure Schedules, as As of the Closing, the Purchased Assets and (including the assets held by the Purchased Companies Company and their its Subsidiaries), (a) taking into account the Transaction Documents and all of the assets, services, products, products and real property, Intellectual Property and Know-How property to be provided, acquired, leased or licensed under the Transaction Documents and (b) assuming all Approvals and Business Permits have been obtained or transferred, are sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted by Sellersconducted, the Purchased Companies and the Subsidiaries of the Purchased Companies as of the date hereof and as of immediately prior to the Closing Date and constitute all of the rights, property and assets necessary to conduct the Business in all material respects in the manner currently conducted by Sellers, the Purchased Companies and the Subsidiaries of the Purchased Companiesconducted. (c) The buildings, plants, structures, furniture, fixtures, Information Technology, machinery, equipment, vehicles vehicles, Transferred Leased Property and other items of tangible personal property Tangible Personal Property included in the Purchased Assets or which are assets of any Purchased Company or any Subsidiary of any Purchased Company are in good operating condition and repair consistent with industry standardsrepair, subject to ordinary wear and tear exceptedtear, and none of such buildings, plants, structures, furniture, fixtures, Information Technology, machinery, equipment, vehicles or other items of tangible personal property is in need of maintenance or repairs except are adequate for ordinary, routine maintenance and repairs that the uses to which they are not material in nature or cost, except, in each case, as would not reasonably be expected to be, individually or in the aggregate, material to the Businessbeing put.