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

Title to and Condition of Properties and Assets. Immediately prior to the time of transfer of the Transferred Assets to the Company as contemplated in paragraph 2 above (the "Transfer Time"), Sellers had good title to all of their tangible personal properties including, without limitation, (i) all those used in the business of Sellers and (ii) those reflected in the Financial Statements (except as sold or otherwise disposed of in the ordinary course of business). All tangible personal properties are subject to no mortgage, pledge, conditional sales contract, lien, security interest, right of possession in favor of any third party, claim or other encumbrance, except (i) the lien of current real estate taxes not yet due and payable, (ii) as set forth in Schedule 7.8, (iii) as reflected in the Financial Statements, (iv) for such minor imperfections of title, if any, as do not interfere with the present use of the property or properties subject thereto or affected thereby in a manner materially adverse to the business of Sellers, and (v) for liens not material in amount and arising from the ordinary course of conduct of the business of Sellers. Immediately prior to the Transfer Time, all such properties and assets reflected in the Financial Statements had a fair market or realizable value determined on a going business basis at least equal to the value thereof as reflected herein. Subsequent to December 31, 1996, except as contemplated by this Agreement, Sellers have not sold or disposed of any of their tangible personal properties or assets or obligated themselves to do so except in the ordinary course of business. Except as disclosed on Schedule 2.2, the facilities, machinery, furniture, office and other equipment (including computer software) of Sellers that were transferred to the Company as contemplated in paragraph 2 above, are in good operating condition and repair, subject only to ordinary wear and tear. Sellers have not received any written notice from any governmental agency, board, bureau, body, department or authority of any federal, state, municipal or foreign jurisdiction, to the effect that Sellers or any tangible personal property or asset owned or leased by Sellers, which was transferred to the Company as contemplated in paragraph 2 above, is in violation of any applicable ordinance, regulation or building, zoning, environmental or other law in respect thereof, the violation of which will have a material adverse effect on the conduct of the business or the ownership or use of any of such properties or assets. Since December 31, 1996, except as disclosed on Schedule 7.8, there has not been any significant interruption of the operations of Sellers due to inadequate maintenance of structures, machinery or equipment or because of computer software or data processing failures.

Title to and Condition of Properties and Assets. Immediately prior to the time of transfer of the Transferred Assets to the Company as contemplated in paragraph 2 above (the "Transfer Time"), Sellers had have good and marketable title to all of their tangible personal properties included as part of the Purchased Assets including, without limitation, (i) all those used in the business of Sellers and (ii) those reflected in the Financial Statements (except as sold or otherwise disposed of in the ordinary course of business). All None of the tangible personal properties included as part of the Purchased Assets are subject to no any mortgage, pledge, conditional sales contract, lien, security interest, right of possession in favor of any third party, claim or other encumbrance, except (i) the lien of current real estate taxes not yet due and payable, (ii) as set forth in Schedule 7.86.8, (iii) as reflected in the Financial Statements, (iv) for such minor imperfections of title, if any, as do not interfere with the present use of the property or properties subject thereto or affected thereby in a manner materially adverse to the business of Sellers, and (v) for liens not material in amount and arising from the ordinary course of conduct of the business of Sellers. Immediately prior Subsequent to the Transfer Time, all such properties and assets reflected in the Interim Financial Statements had a fair market or realizable value determined on a going business basis at least equal to the value thereof as reflected herein. Subsequent to December 31, 1996Date, except as contemplated by this Agreement, Sellers have not sold or disposed of any of their tangible personal properties or assets or obligated themselves to do so except in the ordinary course of business. Except as disclosed on Schedule 2.21.2, the facilities, machinery, furniture, office and other equipment (including computer software) of Sellers that were transferred to the Company as contemplated are used in paragraph 2 above, their business are in good operating condition and repair, subject only to ordinary wear and tear. The tangible personal property of Sellers and all improvements on the Real Property have been constructed and/or maintained in compliance with all applicable laws, rules and regulations, and to the best of Sellers' knowledge are free from any latent defects. Sellers have not received any written notice from any governmental agency, board, bureau, body, department or authority of any federal, state, municipal or foreign jurisdiction, to the effect that Sellers or any tangible personal property or asset owned or leased by Sellers, which was transferred to the Company as contemplated in paragraph 2 above, Sellers is in violation of any applicable ordinance, regulation or building, zoning, environmental or other law in respect thereof, the violation of which will have a material adverse effect on the conduct of the business or the ownership or use of any of such properties or assetsassets of any of the Sellers. Since December 31, 1996, except as disclosed on Schedule 7.8the Interim Financial Statements Date, there has not been any significant interruption of the operations of Sellers due to inadequate maintenance of structures, machinery or equipment or because of computer software or data processing failures.

Title to and Condition of Properties and Assets. Immediately prior to the time of transfer of the Transferred Assets to the Company as contemplated in paragraph 2 above (the "Transfer Time")i) Sierra and its Subsidiaries have good and defensible title to, Sellers had good title to all of or valid leasehold interests in, their tangible personal respective material properties and assets, whether owned or leased, including, without limitation, (iA) all those used in the business of Sellers their respective businesses, and (iiB) those reflected in the Financial Statements consolidated balance sheet of Sierra as of September 30, 1996 most recently delivered to PCA (except as since sold or otherwise disposed of in the ordinary course of businessbusiness and except for minor defects in title, easements, restrictive covenants and similar encumbrances or impediments that, individually or in the aggregate, do not and will not materially interfere with the ability of Sierra and its Subsidiaries to use their properties or to conduct their businesses as currently conducted). All tangible personal properties are , in each case subject to no mortgage, pledge, conditional sales contract, lien, security interest, right of possession in favor of any third party, claim or other encumbranceLiens, except for (ix) the lien of current real estate taxes Taxes (as hereinafter defined) not yet due and payable, (iiy) as set forth in Schedule 7.8with respect to leased property, the provisions of such leases and (iiiz) as reflected liens, that, individually or in the Financial Statementsaggregate, (iv) for such minor imperfections of title, if any, as do not and will not materially interfere with the present use ability of the property Sierra or properties subject thereto or affected thereby in a manner materially adverse any of its Subsidiaries to the conduct business of Sellersas currently conducted. Except as described on SCHEDULE 3.2(m), and (v) for liens not material in amount and arising from the ordinary course of conduct of the business of Sellers. Immediately prior to the Transfer Time, all such properties and assets reflected in the Financial Statements had a fair market or realizable value determined on a going business basis at least equal to the value thereof as reflected herein. Subsequent subsequent to December 31, 19961995, except as contemplated by this Agreement, Sellers have not neither Sierra nor any of its Subsidiaries has sold or disposed of any of their tangible personal respective properties or assets or obligated themselves to do so except in the ordinary course of business. Except as disclosed on Schedule 2.2, the The facilities, machinery, furniture, office and other equipment (including computer software) of Sellers Sierra and each of its Subsidiaries that were transferred to the Company as contemplated are used in paragraph 2 above, their respective businesses are in good operating condition and repair, subject only to the ordinary wear and tear. Sellers have not received any written notice from any governmental agency, board, bureau, body, department or authority tear of any federal, state, municipal or foreign jurisdiction, to those businesses. (ii) All of the effect that Sellers or any tangible personal real property or asset owned or leased by SellersSierra or any of its Subsidiaries has been maintained by Sierra in compliance with all federal, which was transferred state and local environmental protection, occupational, health and safety or similar laws, ordinances, restrictions, licenses and regulations, except where the failure to so maintain the Company as contemplated in paragraph 2 above, is in violation of any applicable ordinance, regulation or building, zoning, environmental or other law in respect thereof, the violation of which will property would not have a material adverse effect Material Adverse Effect on the conduct of the business or the ownership or use of any of such properties or assets. Since December 31, 1996, except as disclosed on Schedule 7.8, there has not been any significant interruption of the operations of Sellers due to inadequate maintenance of structures, machinery or equipment or because of computer software or data processing failuresSierra.