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

Title; Sufficiency; Condition of Assets. (a) Seller has good and valid title to all of the Purchased Assets free and clear of any Encumbrances. Seller has full right and power to sell, convey, assign, transfer and deliver to Buyer good and valid title to all of the Purchased Assets, free and clear of any and all Encumbrances. The Purchased Assets are not subject to any preemptive right, right of first refusal or other right or restriction. Upon Closing, Buyer will receive good and valid title to all of the Purchased Assets free and clear of any Encumbrances. (b) The sale, transfer and assignment of the Purchased Assets as contemplated by this Agreement will give Buyer possession of, and the right to use, all the assets required for conducting the Business as presently conducted. Upon Closing, Buyer will be entitled to the continued possession and use of all Purchased Assets. Except for the Purchased Assets, there are no other assets properties or rights, including intellectual property rights, that are required by Parent or Seller, or that will be required by Buyer after the Closing, to conduct the Business in a manner substantially consistent in all material respects with the manner in which Parent and Seller currently conduct the Business. (c) The Purchased Assets: (i) are in good operating condition and repair, ordinary wear and tear excepted; (ii) are suitable and adequate for continued use in the ordinary course of business; and (iii) conform to all Legal Requirements.

Title; Sufficiency; Condition of Assets. (a) Except as set forth in Schedule 4.07, Seller has good and valid title to all of the Purchased Assets free and clear of any Encumbrances. Seller has full right and power to sell, convey, assign, transfer and deliver to Buyer good and valid title to all of the Purchased Assets, free and clear of any Encumbrances except the Permitted Encumbrances or the licenses and all Encumbrancesgrants to other Persons included in a Seller Intellectual Property Contract. The None of the Permitted Encumbrances could reasonably be expected to materially impair the continued use and operation of the Purchased Assets are not with respect to the Business as presently conducted. No Purchased Asset is subject to any preemptive right, right of first refusal or other right or restriction. Upon Closing, Buyer will receive good and valid title to all of the Purchased Assets free and clear of any Encumbrances. (b) The Except as set forth in Schedule 4.07, the sale, transfer and assignment of the Purchased Assets as contemplated by this Agreement will give Buyer possession of, and the right to use, of all the assets assets, taken as a whole, required for conducting to operate the Business as presently conducted. Upon ClosingTo the Knowledge of Seller, Buyer will be entitled to the continued possession and use of all Purchased Assets. Except for there are no facts or conditions affecting the Purchased Assets, there are no other assets properties which could, individually or rightsin the aggregate, including intellectual property rightsinterfere in any material respect with Buyer's ability to use, that are required by Parent own, occupy or Seller, or that will be required by Buyer operate the Purchased Assets after the ClosingClosing as presently used, to conduct the Business in a manner substantially consistent in all material respects with the manner in which Parent and Seller currently conduct the Businessowned, occupied or operated by Seller. (c) The Purchased Assets: (i) Assets are free from defects, ordinary wear and tear excepted, have been maintained in accordance with normal industry practice, are in good operating condition and repair, ordinary wear and tear excepted; (ii) , and are suitable and adequate for continued use in the ordinary course of business; and (iii) conform to all Legal Requirementspurposes for which such assets are currently used or being held for use.

Title; Sufficiency; Condition of Assets. (a) Seller has good and valid title to all of the Purchased Assets free title, and clear of any Encumbrances. Seller has full right and power to sell, convey, assign, transfer and deliver to Buyer good and valid title title, to all of the Purchased Assets, Assets free and clear of any Encumbrances, other than (i) those Encumbrances resulting from Taxes that have not yet become delinquent, (ii) minor Encumbrances that do not materially detract from the value of the property subject thereto or materially impair Seller’s operations, and all Encumbrances(iii) those Encumbrances that have otherwise arisen in the Ordinary Course of Business. The Purchased Assets are not subject to any preemptive right, right of first refusal or other right or restriction. Upon Closing, Buyer will receive good and valid title to all of the Purchased Assets free and clear of any Encumbrances. (b) The sale, transfer and assignment of the Purchased Assets as contemplated by this Agreement will give Buyer possession of, and the right to use, all the assets required for conducting the Business as presently conducted. Upon Closing, Buyer will be entitled to the continued possession and use of all Purchased Assets. Except for the Purchased Assets, there are no other assets properties or rights, including intellectual property rightsincluding, without limitation, Intellectual Property Rights, that are required by Parent or Seller, or that will be required by Buyer after the Closing, to conduct the Business in a manner substantially consistent in all material respects with the manner in which Parent and Seller currently conduct conducts the Business. (c) The Purchased Assets: (i) are in good operating condition and repair, ordinary and reasonable wear and tear excepted; (ii) have been maintained in a manner consistent with the past maintenance practices of Seller consistent with industry practices; (iii) are suitable and adequate for continued use in the ordinary course Ordinary Course of businessBusiness and in conformity with the engineering specifications for products relating to the Business; and (iiiiv) conform to all Legal Requirements.

Title; Sufficiency; Condition of Assets. (a) Seller has and the Related Subsidiaries have good and marketable title to, or in the case of leased properties and assets, valid title to all of leasehold interests in, are the Purchased Assets free exclusive legal and clear of any Encumbrances. Seller has full equitable owners of, and have the unrestricted power and right and power to sell, convey, assign, transfer assign and deliver to Buyer good and valid title to all of the Purchased Assets, free and clear of any and all Encumbrances. The Purchased Assets are not subject to free and clear of all Encumbrances of any preemptive rightkind or nature, right of first refusal or other right or restrictionexcept Permitted Encumbrances. Upon the Closing, Buyer Purchaser will receive acquire exclusive, good and marketable title or license to or a valid title leasehold interest in (as the case may be) the Purchased Assets, and no restrictions will exist on Purchaser’s right to all resell, license or sublicense any of the Purchased Assets free and clear of any Encumbrancesor Assumed Liabilities or engage in the Business. (b) The sale, transfer and assignment of the Purchased Assets as contemplated by this Agreement will give Buyer possession of, and the right to use, all the assets required for conducting the Business as presently conducted. Upon Closing, Buyer will be entitled to the continued possession and use of all Purchased Assets. Except for the Purchased Assets, there are no together with the other specific assets properties or rightsand services to be provided to Purchaser under the Transaction Documents, including intellectual property rightscollectively constitute all of the material assets, that are required by Parent or Sellertangible and intangible, of any nature whatsoever, primarily used in, held for use primarily in, or that will be required by Buyer after the Closing, necessary to conduct the Business in a manner substantially consistent in all material respects as currently conducted and such Purchased Assets, together with the other specific assets and services to be provided to Purchaser under the Transaction Documents, are sufficient for the continued conduct of the Business as of the Closing in substantially the same manner in which Parent and Seller as currently conduct the Businessconducted. (c) The All tangible machinery and equipment that are part of the Purchased Assets: Assets have been maintained in accordance with generally accepted industry practice and are (i) are in good operating condition and repair, ordinary wear and tear excepted; , (ii) are suitable and adequate for continued use in the ordinary course of business; manner in which they are presently being used, and (iii) conform to all Legal Requirementsfree of patent material defects.