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

Title to and Condition of Purchased Assets. The Seller owns, or leases the Assets listed on Schedule 1.1(a) as being leased, and as of the Closing Date will have good and marketable title in and to, or a valid leasehold interest in, all of the Assets, free and clear of all liens, liabilities, charges, claims, options, restrictions on transfer or other encumbrances of any nature whatsoever, except for (a) liens or encumbrances disclosed in Section 5.2 to this Agreement; and (b) miscellaneous materialmen's or mechanics liens or liens for current taxes not yet due and payable or which are being contested in good faith by appropriate proceedings and which are listed on Schedule 5.2 (collectively, "Permitted Liens"). All material items of machinery, equipment, vehicles, and other personal property owned or leased by the Seller are listed in Schedule 5.2 to this Agreement and, except as and to the extent disclosed in Schedule 5.2 to the Agreement, all such personal property is included in the Assets and is in good operating condition and repair (reasonable wear and tear excepted) and is adequate for its use in the Seller's Businesses as presently conducted. The Assets constitute all of the assets and properties which are required for the Seller's Businesses as presently conducted and as proposed to be conducted by the Seller as of the date hereof.

Title to and Condition of Purchased Assets. The Seller owns, or leases the Assets listed on Schedule 1.1(a) as being leased, and as of the Closing Date will have good and marketable title in and to, or a valid leasehold interest in, all of the Assets, free and clear of all liens, liabilities, charges, claims, options, restrictions on transfer or other encumbrances of any nature whatsoever, except for (a) liens or encumbrances disclosed in Section 5.2 to this Agreement; and (b) miscellaneous materialmen's or mechanics liens or liens for current taxes not yet due and payable or which are being contested in good faith by appropriate proceedings and which are listed on Schedule 5.2 (collectively, "Permitted Liens"). All material items item of machinery, equipment, vehicles, and other personal property owned or leased by the Seller are listed in Schedule 5.2 to this Agreement and, except as and to the extent disclosed in Schedule 5.2 to the Agreement, all such personal property is included in the Assets and is in good operating condition and repair (reasonable wear and tear excepted) and is adequate for its use in the Seller's Businesses as presently conducted. The Assets constitute all of the assets and properties which are required for the Seller's Businesses as presently conducted and as proposed to be conducted by the Seller as of the date hereof.