Common use of Title to Acquired Assets Clause in Contracts

Title to Acquired Assets. Except as set forth on Schedule 5.9, the Sellers have valid and enforceable title or interest in or to all of the Acquired Assets, and have the full right to sell, convey, transfer, assign and deliver the Acquired Assets, without the need to obtain the consent or approval of any third party. Except for Permitted Encumbrances (as defined below), all of the Acquired Assets are free and clear of any security interests, liens, claims, charges, options, mortgages, debts, leases (or subleases), conditional sales agreements, title retention agreements, encumbrances of any kind, material defects as to title or restrictions against the transfer or assignment thereof (collectively, “Encumbrances”). Except as set forth on Schedule 5.9 and except for the Equipment and tangible personal property held by the Sellers under the Personal Property Leases, which Equipment and tangible personal property is in “as is, where is” condition, to Seller’s knowledge, all of the Acquired Assets are in good condition and repair (reasonable wear and tear excepted) and are reasonably adequate to carry on the Business on substantially the same basis as presently conducted; assuming however, that the Buyer provides the necessary managerial, administrative and accounting personnel and systems to oversee and administer operation of the Business. At and as of the Closing, the Sellers will convey the Acquired Assets to the Buyer by bills of sale, certificates of title and other instruments of assignment and transfer effective in each case to vest in the Buyer, and the Buyer will have, valid and enforceable title or interest in or to all of the Acquired Assets, free and clear of all Encumbrances other than (a) those identified in Schedule 5.9 ; (b) those for Taxes and other governmental assessments or charges not yet due and payable or which are being contested in good faith and by appropriate proceedings; (c) any other Encumbrances which in the aggregate relate to claims totaling less than $5,000, do not materially detract from the value or transferability of the property or assets subject thereto or materially interfere with the present use and have no arisen other than in the ordinary course of business; and (d) rights, claims, interests, restrictions and agreements of or with the landlords under the Real Property Leases and of or with the lessors under the Personal Property Leases (“Permitted Encumbrances”).

Title to Acquired Assets. Except as set forth on Schedule 5.9The Seller is the lawful owner of, the Sellers have has good and valid record and enforceable marketable title or interest in or to all of the Acquired Assetsto, and have has the full right to sell, convey, transfer, assign and deliver the Acquired Assets, without the need to obtain the consent or approval any restrictions of any third partykind whatsoever, except for Permitted Encumbrances. Except for encumbrances described on SCHEDULE 6.8 hereto and except for Permitted Encumbrances (as defined below)Encumbrances, all of the Acquired Assets are are, or on the Closing Date will be, free and clear of any security interests, liens, claims, charges, options, mortgages, debts, leases (or subleases), conditional sales agreements, title retention agreements, encumbrances of any kind, material defects as to title or restrictions against the transfer or assignment thereof (collectively, “Encumbrances”"ENCUMBRANCES"). Except as set forth on Schedule 5.9 and except for , and, to the Equipment and tangible personal property held by knowledge of the Sellers Seller, there are no filings under the Personal Property Leases, Uniform Commercial Code or similar statute in any jurisdiction showing the Seller as a debtor which Equipment and tangible personal property is creates or perfects or which purports to create or perfect any Encumbrance in “as is, where is” condition, to Seller’s knowledge, all or on any of the Acquired Assets are in good condition and repair (reasonable wear and tear excepted) and are reasonably adequate to carry on the Business on substantially the same basis as presently conducted; assuming however, that the Buyer provides the necessary managerial, administrative and accounting personnel and systems to oversee and administer operation of the BusinessAssets. At and as of the Closing, the Sellers Seller will convey the Acquired Assets to the Buyer by deeds, invoice, bills of sale, certificates of title and other instruments of assignment and transfer effective in each case to vest in the Buyer, and the Buyer will have, good and valid record and enforceable marketable title or interest in or to all of the Acquired Assets, free and clear of all Encumbrances other than Permitted Encumbrances, or encumbrances created by Buyer. For purposes of this Agreement, a "PERMITTED ENCUMBRANCE" shall mean (ai) those identified in Schedule 5.9 ; (b) those for Taxes minor imperfections of title and other governmental assessments or charges not yet due and payable or encumbrances, if any, which are being contested not substantial in good faith and by appropriate proceedings; (c) any other Encumbrances which in the aggregate relate to claims totaling less than $5,000amount, do not materially detract from the value or transferability of the property or assets subject thereto and do not preclude or materially interfere with adversely affect the present continued use and have no arisen other than of the property to which they relate as used in the ordinary course operation of business; the Seller's Business as currently conducted, (ii) liens specifically listed on SCHEDULE 3 as Permitted Encumbrances on Acquired Assets which secure specified liabilities which will be part of the Assumed Obligations as set forth on SCHEDULE 3 and (diii) rights, claims, interests, restrictions and agreements of or with the landlords under the Real Property Leases and of or with the lessors under the Personal Property Leases (“Permitted Encumbrances”)liens for current Taxes not yet due which shall be pro-rated as set forth in Section 5.1.

Title to Acquired Assets. Sellers are the lawful owners of, have good and valid record and marketable title to, or in the case of leased or licensed Acquired Assets, have valid leasehold interests in or valid licenses to use, the Acquired Assets. Except as set forth on Schedule 5.9, the Sellers have valid and enforceable title or interest in or to all of the Acquired Assets, and have the full right to sell, convey, transfer, assign and deliver the Acquired Assets, without the need to obtain the consent or approval of any third party. Except for Permitted Encumbrances (as defined below)6.03, all of the Acquired Assets are held by Sellers free and clear of any security interestsinterest, liens, claims, charges, options, mortgages, debts, leases (or subleases), conditional sales agreements, title retention agreements, encumbrances of any kind, material defects as to title or restrictions against the transfer or assignment thereof (collectively, “Encumbrances”). Except as set forth , except for (a) encumbrances or liens created by this Agreement; (b) mechanics’, carriers’, workmen’s, warehousemen’s, repairmen’s or other like liens arising in the ordinary course of business and securing obligations not yet due; (c) encumbrances or liens for taxes and other governmental obligations not yet due or being contested in good faith and fully reserved against on the books of the respective Seller of the specific Acquired Assets to which they relate; and (d) encumbrances or liens listed on Schedule 5.9 and except for the Equipment and tangible personal property held by the Sellers under the Personal Property Leases6.03 (collectively, which Equipment and tangible personal property is in “as is, where is” condition, to Seller’s knowledge, all of the Acquired Assets are in good condition and repair (reasonable wear and tear excepted) and are reasonably adequate to carry on the Business on substantially the same basis as presently conducted; assuming however, that the Buyer provides the necessary managerial, administrative and accounting personnel and systems to oversee and administer operation of the BusinessPermitted Encumbrances”). At and as of the Closing, the Sellers will convey the Acquired Assets to the Buyer Purchaser by deeds, bills of sale, certificates of title title, and other instruments of assignment and transfer effective in each case to vest in the BuyerPurchaser, and Purchaser will have good and valid record and marketable title to, or in the Buyer will havecase of leased or licensed Acquired Assets, valid and enforceable title or interest leasehold interests in or valid licenses to use, all of the Acquired Assets, free and clear of all Encumbrances other than (a) those identified in Schedule 5.9 ; (b) those for Taxes and other governmental assessments or charges not yet due and payable or which are being contested in good faith and by appropriate proceedings; (c) any other Encumbrances which in the aggregate relate to claims totaling less than $5,000, do not materially detract from the value or transferability of the property or assets subject thereto or materially interfere with the present use and have no arisen other than in the ordinary course of business; and (d) rights, claims, interests, restrictions and agreements of or with the landlords under the Real Property Leases and of or with the lessors under the Personal Property Leases (“Permitted Encumbrances”).

Title to Acquired Assets. Except (a) for mortgages and other liens described on SCHEDULE 5.7(a) hereto which will be discharged at or prior to the Closing, (b) restrictions on transfer referred to in Section 5.3 or 5.4, and (c) for Permitted Encumbrances (as set forth on Schedule 5.9defined below), the Sellers have Seller or Westinghouse, as applicable, is the lawful owner of, has good and valid record and enforceable marketable title or interest in or to all of the Acquired Assetsto, and have has the full right to sell, convey, transfer, assign and deliver the Acquired Assets, without the need to obtain the consent or approval of any third party. Except for Permitted Encumbrances (as defined below), Assets and all of the Acquired Assets are free and clear of any security interests, liens, claims, charges, options, mortgages, debts, leases (or subleases), conditional sales agreements, title retention agreements, encumbrances of any kind, material defects as to title or restrictions against the transfer or assignment thereof (collectively, “Encumbrances”"ENCUMBRANCES"). Except as set forth on Schedule 5.9 and except for the Equipment and tangible personal property held by the Sellers under the Personal Property Leasesexpressly provided in this Agreement, which Equipment and tangible personal property is in “as is, where is” condition, to Seller’s knowledge, all of the Acquired Assets are in good condition and repair (reasonable wear and tear excepted) and are reasonably adequate to carry on the Business on substantially the same basis as presently conducted; assuming however, that the Buyer provides the necessary managerial, administrative and accounting personnel and systems to oversee and administer operation of the Business. At at and as of the ClosingClosing (or, in the case of the Owned Real Property, at the later date contemplated by Section 4.2(a)), the Sellers Seller or Westinghouse, as applicable, will convey the Acquired Assets to the Buyer or the Buyer Sub, as applicable, by deeds, bills of sale, certificates of title and other instruments of assignment and transfer effective in each case to vest in the BuyerBuyer or the Buyer Sub, as applicable, and the Buyer or the Buyer Sub, as applicable, will havereceive, good and valid record and enforceable marketable title or interest in or to to, all of the Acquired Assets, free and clear of all Encumbrances, except for Encumbrances other than that (ai) those identified are listed in Schedule 5.9 ; SCHEDULE 5.7(b), (bii) those for arise out of Taxes and other governmental assessments or charges not yet due in default and payable without penalty or interest or the validity of which are is being contested in good faith and by appropriate proceedings; , or (ciii) any other Encumbrances which in represent the aggregate relate to claims totaling less than $5,000rights of customers, do not materially detract from the value or transferability of the property or assets subject thereto or materially interfere with the present use suppliers and have no arisen other than subcontractors in the ordinary course of business; business under contracts or under general principles of commercial law and that will not individually and in the aggregate have a Material Adverse Effect (d) rightscollectively, claims, interests, restrictions and agreements of or with the landlords under the Real Property Leases and of or with the lessors under the Personal Property Leases (“Permitted Encumbrances”"PERMITTED ENCUMBRANCES").

Title to Acquired Assets. Except as set forth on Schedule 5.9Each Seller is the lawful sole owner of and possesses all other rights in, the Sellers have and has good and valid record and enforceable marketable title or interest in or to to, all of the Acquired Assets, and have to its knowledge, other than as described in Schedule 5.9. Each Seller has the full right to sell, convey, transfer, assign and deliver the Acquired Assets, without the need to obtain the consent or approval of any third other party, other than the consents and approvals listed on Schedule 5.9. Except for Permitted Encumbrances (as defined below)liens described on Schedule 5.9 hereto which secure Indebtedness, all of the Acquired Assets (provided however that with respect to Assumed Contracts – only Sellers’ rights pursuant to such contracts) are entirely free and clear of any security interests, liens, claimsattachments, claims (including claims of the Israeli government or any agency thereof), charges, options, mortgages, debts, leases (or subleases), conditional sales agreements, title retention agreements, encumbrances of any kind, material defects as to title or restrictions against the transfer or assignment thereof (collectively, “Encumbrances”). Except as set forth on in Schedule 5.9 and except for the Equipment and tangible personal property held by the Sellers under the Personal Property Leases, which Equipment and tangible personal property is in “as is, where is” condition, to Seller’s knowledge5.9, all of the Acquired Assets Equipment and Inventory are in good condition and repair (reasonable wear and tear excepted) and are reasonably adequate and sufficient to carry on the Business on substantially the same basis as presently conducted; assuming however, that the Buyer provides the necessary managerial, administrative and accounting personnel and systems to oversee and administer operation of the Business. At Closing and as of the ClosingCut Off Date, the Sellers will convey the Acquired Assets to the Buyer by deeds, bills of sale, certificates of title and other instruments of assignment and transfer effective in each case to vest in the Buyer, and the Buyer will have, good and valid record and enforceable marketable title or interest in or to all of the Acquired AssetsAssets (provided however that with respect to Assumed Contracts – only Sellers’ rights pursuant to such contracts), free and clear of all Encumbrances other than (a) those identified in Schedule 5.9 ; (b) those for Taxes and other governmental assessments or charges not yet due and payable or which are being contested in good faith and by appropriate proceedings; (c) any other Encumbrances which in the aggregate relate to claims totaling less than $5,000, do not materially detract from the value or transferability of the property or assets subject thereto or materially interfere with the present use and have no arisen other than in the ordinary course of business; and (d) rights, claims, interests, restrictions and agreements of or with the landlords under the Real Property Leases and of or with the lessors under the Personal Property Leases (“Permitted Encumbrances”).

Title to Acquired Assets. Except as set forth on Schedule 5.9The Seller is the lawful owner of, the Sellers have and has good and valid record and enforceable marketable title or interest in or to to, all of the Acquired Assets, and have has the full right to sell, convey, transfer, assign and deliver the Acquired Assets, without the need to obtain the consent or approval of any third party, except as disclosed on Schedule 6.12 hereto. Except for liens and security interests described on said Schedule 6.12 (the "Permitted Encumbrances Encumbrances," which term shall specifically be deemed to include any liens and encumbrances disclosed in the title insurance policy (as defined belowthe "Title Policy") relating to the Seller's real property, specifically the First American Title Insurance Company Policy No. 20287494 dated October 1, 1997, Schedule B-1, Items 2 through 6, and 8 through 23 (provided the Buyer shall be reasonably satisfied with said liens and encumbrances after its due diligence investigation pursuant to Section 9.8 hereof), and liens and encumbrances for real estate taxes not yet due and payable), all of the Acquired Assets are free and clear of any security interests, liens, claims, charges, options, mortgages, debts, leases (or subleases), conditional sales agreements, title retention agreements, encumbrances and security interests of any kind, material defects as to title or restrictions against the transfer or assignment thereof (collectively, “Encumbrances”). Except as set forth on Schedule 5.9 and except for the Equipment and tangible personal property held by the Sellers under the Personal Property Leases, which Equipment and tangible personal property is in “as is, where is” condition, to Seller’s knowledge, all of the Acquired Assets are in good condition and repair (reasonable wear and tear excepted) and are reasonably adequate to carry on the Business on substantially the same basis as presently conducted; assuming however, that the Buyer provides the necessary managerial, administrative and accounting personnel and systems to oversee and administer operation of the Businessthereof. At and as of the Closing, the Sellers Seller will convey the Acquired Assets to the Buyer by deeds, bills of sale, certificates of title and other instruments of assignment and transfer effective in each case to vest in the Buyer, and the Buyer will have, valid good and enforceable clear title or interest in or to all of the Acquired Assets, free and clear of all Encumbrances other than (a) those identified in Schedule 5.9 ; (b) those for Taxes liens and other governmental assessments or charges not yet due and payable or which are being contested in good faith and by appropriate proceedings; (c) encumbrances of any other Encumbrances which in nature, except the aggregate relate to claims totaling less than $5,000, do not materially detract from the value or transferability of the property or assets subject thereto or materially interfere with the present use and have no arisen other than in the ordinary course of business; and (d) rights, claims, interests, restrictions and agreements of or with the landlords under the Real Property Leases and of or with the lessors under the Personal Property Leases (“Permitted Encumbrances”).

Title to Acquired Assets. Except as set forth (a) for mortgages and other liens described on Schedule 5.96.7 hereto which will be discharged at or prior to the Closing, (b) restrictions on transfer referred to in Section 6.3 or 6.4, and (c) for Permitted Encumbrances (as defined below), the Sellers are the lawful owners of, have good and valid record (as applicable) and enforceable marketable title or interest in or to all of the Acquired Assetsto, and have the full right to sell, convey, transfer, assign and deliver the Acquired Assets, without the need to obtain the consent or approval of any third party. Except for Permitted Encumbrances (Assets as defined below), contemplated by this Agreement and all of the Acquired Assets are free and clear of any security interests, liens, claims, charges, options, mortgages, debts, leases (or subleases), conditional sales agreements, title retention agreements, encumbrances of any kind, material defects as to title or restrictions against the transfer or assignment thereof (collectively, “Encumbrances”)) other than any Encumbrances that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.9 and except for the Equipment and tangible personal property held by the Sellers under the Personal Property Leasesexpressly provided in this Agreement, which Equipment and tangible personal property is in “as is, where is” condition, to Seller’s knowledge, all of the Acquired Assets are in good condition and repair (reasonable wear and tear excepted) and are reasonably adequate to carry on the Business on substantially the same basis as presently conducted; assuming however, that the Buyer provides the necessary managerial, administrative and accounting personnel and systems to oversee and administer operation of the Business. At at and as of the Closing, the Sellers will convey the Acquired Assets to the Buyer Sub by deeds, bills of sale, certificates of title and other instruments of assignment and transfer effective in each case to vest in the BuyerBuyer Sub, and the Buyer Sub will havereceive, good and valid record (as applicable) and enforceable marketable title or interest in or to to, all of the Acquired Assets, free and clear of all Encumbrances, except for Encumbrances other than that (ai) those identified arise out of Taxes not in Schedule 5.9 ; (b) those for Taxes and other governmental assessments or charges not yet due default and payable without penalty or which are being contested in good faith interest, or (ii) represent the rights of customers, suppliers and by appropriate proceedings; (c) any other Encumbrances which in the aggregate relate to claims totaling less than $5,000, do not materially detract from the value or transferability of the property or assets subject thereto or materially interfere with the present use and have no arisen other than subcontractors in the ordinary course of business; business under contracts or under general principles of commercial law and that will not individually and in the aggregate have a Material Adverse Effect (d) rightscollectively, claims, interests, restrictions and agreements of or with the landlords under the Real Property Leases and of or with the lessors under the Personal Property Leases (“Permitted Encumbrances”).

Title to Acquired Assets. Except as set forth on Schedule 5.96.9, the Sellers have Seller has valid and enforceable title or interest in or to all of the Acquired Assets, and have has the full right to sell, convey, transfer, assign and deliver the Acquired Assets, without the need to obtain the consent or approval of any third party. Except for Permitted Encumbrances (as defined below), all of the Acquired Assets are free and clear of any security interests, liens, claims, charges, options, mortgages, debts, leases (or subleases), conditional sales agreements, title retention agreements, encumbrances of any kind, material defects as to title or restrictions against the transfer or assignment thereof (collectively, “Encumbrances”). Except as set forth on Schedule 5.9 and except for the Equipment and tangible personal property held by the Sellers under the Personal Property Leases, which Equipment and tangible personal property is in “as is, where is” condition, to Seller’s knowledge6.9, all of the Acquired Assets are in good condition and repair (reasonable wear and tear excepted) and are reasonably adequate in all material respects to carry on the Business on substantially the same basis Program as presently conducted; assuming however, that the Buyer provides the necessary managerial, administrative and accounting personnel and systems to oversee and administer operation of the Business. At and as of the Closing, the Sellers Seller will convey the Acquired Assets to the Buyer by bills of sale, certificates of title and other instruments of assignment and transfer effective in each case to vest in the Buyer, and the Buyer will have, valid and enforceable title or interest in or to all of the Acquired Assets, free and clear of all Encumbrances other than (a) those identified in Schedule 5.9 6.9; (b) those for Taxes and other governmental assessments or charges not yet due and payable or which are being contested in good faith payable; and by appropriate proceedings; (c) any other Encumbrances which in the aggregate relate to claims totaling less than $5,000, do not materially detract from the value or transferability of the property or assets subject thereto or materially interfere with the present use and have no arisen other than in the ordinary course Ordinary Course of business; and (d) rights, claims, interests, restrictions and agreements of or with the landlords under the Real Property Leases and of or with the lessors under the Personal Property Leases Business (“Permitted Encumbrances”).

Title to Acquired Assets. Except as set forth on Schedule 5.9The Seller is the lawful sole owner of and possesses all other rights in, the Sellers have and has good and valid record and enforceable marketable title or interest in or to to, all of the Acquired Assets, and have no third party has any rights thereto or therein. The Seller has the full right to sell, convey, transfer, assign and deliver the Acquired Assets, without the need to obtain the consent or approval of any third other party, other than the consents and approvals listed on SCHEDULE 5.9. Except for Permitted Encumbrances (as defined below)liens described on SCHEDULE 5.9 hereto which secure Indebtedness and which will be discharged at or prior to the Closing, all of the Acquired Assets are entirely free and clear of any security interests, liens, claimsattachments, claims (including claims of the Israeli government or any agency thereof), charges, options, mortgages, debts, leases (or subleases), conditional sales agreements, title retention agreements, encumbrances of any kind, material defects as to title or restrictions against the transfer or assignment thereof (collectively, “Encumbrances”"ENCUMBRANCES"). Except as set forth on Schedule 5.9 and except for the Equipment and tangible personal property held by the Sellers under the Personal Property Leases, which Equipment and tangible personal property is in “as is, where is” condition, to Seller’s knowledge, all All of the Acquired Assets are in good condition and repair (reasonable wear and tear excepted) and are reasonably adequate and sufficient to carry on the Business on substantially the same basis as presently conducted and as proposed to be conducted; assuming however, that the Buyer provides the necessary managerial, administrative and accounting personnel and systems to oversee and administer operation of the Business. At and as of the Closing, the Sellers Seller will convey the Acquired Assets to the Buyer by deeds, bills of sale, certificates of title and other instruments of assignment and transfer effective in each case to vest in the Buyer, and the Buyer will have, good and valid record and enforceable marketable title or interest in or to all of the Acquired Assets, free and clear of all Encumbrances Encumbrances, other than (a) those identified as stated in Schedule 5.9 ; (b) those for Taxes and other governmental assessments or charges not yet due and payable or which are being contested in good faith and by appropriate proceedings; (c) any other Encumbrances which in the aggregate relate to claims totaling less than $5,000, do not materially detract from the value or transferability of the property or assets subject thereto or materially interfere with the present use and have no arisen other than in the ordinary course of business; and (d) rights, claims, interests, restrictions and agreements of or with the landlords under the Real Property Leases and of or with the lessors under the Personal Property Leases (“Permitted Encumbrances”)SCHEDULE 5.9.