Common use of Title to and Condition of Assets Clause in Contracts

Title to and Condition of Assets. Title to the Assets which are transferred to Buyer at the Closing shall be good and valid and those Assets once transferred to Buyer at the Closing shall free and clear of all Liens other than Permitted Liens. All tangible personal property included in the Assets is currently operational, as more specifically addressed in Section 6.11, complies in all respects with applicable legal requirements and is adequate and appropriate for the uses to which it is being put, except to the extent that the failure of any of the forgoing representations would not have a Material Adverse Effect. The Seller to the best of its Knowledge is not aware of the failure of any of the forgoing representations regardless of whether such failure would have or reasonably be expected to have a Material Adverse Effect. The Assets shall as of the Closing Date permit Buyer to operate the System in the same manner as operated by the Seller prior to the Closing Date.