Title to and Condition of the Assets of the Company. ---------------------------------------------------
Title to and Condition of the Subject Assets. ---------------------------------------------
Title to and Condition of Purchased Assets 9 Section 4.05. Contracts 10 Section 4.06. Customers 10 Section 4.07. Legal Proceedings 10 Section 4.08. Compliance with Law 10 Section 4.09. Privacy and Data Security 11 Section 4.10. No Other Representations or Warranties 11
Title to and Condition of the Corporation's Assets. Subject to the liens and contracts disclosed in the Exhibits to this Agreement, the Corporation has good, insurable and marketable title to all of the assets set forth in the Financial Statements (as defined in Section 2.11 hereinbelow). Except as disclosed on Exhibit C (or on any of the other Exhibits to this Agreement), none of the Corporation's assets is subject to any restriction, mortgage, pledge, lien, security interest, lease, charge, encumbrance, objection or joint ownership, other than liens for current real or personal property taxes not yet due and payable. The Corporation's assets are in good operating condition and repair, ordinary wear and tear excepted.
Title to and Condition of Subject Assets. Seller has, and will transfer to Buyer at Closing, good and marketable title to all of the Subject Assets, tangible and intangible, free and clear of all liens, claims and encumbrances. The tangible Subject Assets are in reasonably good operating condition and repair, ordinary wear and tear and routine maintenance excepted, and are maintained in accordance with applicable industry maintenance practices but ARE OTHERWISE PROVIDED AS IS WITHOUT ANY WARRANTY OF ANY KIND, INCLUDING BUT NOT LIMITED TO ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES, INCLUDING WITHOUT LIMITATION ALL WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY. All leased property is in the condition required of such property by the lessor of such property. 4.5.
Title to and Condition. OF ASSETS
Title to and Condition of Assets and Property --------------------------------------------- At Closing, Seller shall deliver to Purchaser good and marketable title to the Assets free and clear of all liens, claims, charges, security interests, options, or other title defects or encumbrances except as otherwise disclosed pursuant to this Agreement. Except as set forth in Schedule 1.1(b)(i) attached hereto, the Assets contain no real or personal property currently leased or otherwise occupied or used, but not owned, by Seller. All property owned or leased by Seller in connection with the Business constitute all of the assets currently used or needed in the ongoing operation of the Business as it is currently operated other than the contracts listed on Schedule 3.6. Except as set forth in Schedules 3.1(a) and 3.7 attached hereto, the operations which constitute the Business conform with all applicable federal, state and local laws, ordinances, rules and regulations except to the extent that any such non- compliance does not have a material adverse effect on the Business.
Title to and Condition. AND LOCATION OF ASSETS. ERR owns or leases all of the assets reflected on SCHEDULE 2.11 (the "Assets"). Except as set forth on SCHEDULE 2.11, statutory liens and liens for taxes not yet due, the Assets are free and clear of any lien, mortgage, security interest, charge or encumbrance of any kind. The Assets owned or leased by ERR constitute all of the assets now used or now reasonably required by ERR in its business. All machinery and equipment and the leasehold premises of ERR are in good working condition and repair, ordinary wear and tear excepted. All of the tangible Assets are located at the location set forth on SCHEDULE 2.11.
Title to and Condition of the Purchased Assets. Sellers have good and marketable title, subject to no Liens, to all of the Purchased Assets. The tangible assets included in the Purchased Assets are, in all material respects, in good condition and repair, reasonable wear and tear excepted, have been well maintained, and conform with all applicable laws, ordinances and regulations.
Title to and Condition of Purchased Assets; Sufficiency of Assets. Seller has good and valid title to, or a valid leasehold interest in, all of the Purchased Assets, free and clear of any Encumbrances. Title to all of the Purchased Assets is freely transferable from Seller to Buyer free and clear of all Encumbrances without obtaining the consent or approval of any Person. The Purchased Assets constitute, in all material respects, all intangible assets, intangible properties, rights and Intellectual Property Rights that are used in the Business as of the Closing Date. Except as set forth in Schedule 3.8 of the Seller Disclosure Letter, (a) none of the Purchased Assets is licensed or leased from any third party and no royalties, license fees or similar payments are due or payable (or may become due or payable) to any third party under any Contract affecting the Purchased Assets and (b) none of the Purchased Assets is licensed to any third party except as indicated in the list of Material Contracts.
