Common use of Title to Assets and Properties Clause in Contracts

Title to Assets and Properties. The Company has good and marketable ------------------------------ title to all of its assets as shown on the Balance Sheet and the Closing Balance Sheet, free and clear of all Liens (other than for taxes not yet due and payable). All machinery and equipment included in such assets is in good condition and repair, normal wear and tear excepted, and all leases of real or personal property to which the Company is a party are fully effective and afford the Company peaceful and undisturbed possession of the subject matter of the lease. The Company is not in violation of any zoning, building, safety or environmental ordinance, regulation or requirement or other law or regulation applicable to the operation of owned or leased properties, and has not received any notice of violation with which it has not complied, except where such violation would not have a Material Adverse Effect on the Company. The Company's assets include all tangible and intangible assets, rights and properties necessary for the conduct of the Company's foreign operations.

Title to Assets and Properties. The Company has good and marketable ------------------------------ ------------------------------- title to all of its assets as shown on the Balance Sheet Sheets and the Closing Balance SheetSheets, free and clear of all Liens (other than for taxes not yet due and payable). All machinery and equipment included in such assets is in good condition and repair, normal wear and tear excepted, and all leases of real or personal property to which the Company is a party are fully effective and afford the Company peaceful and undisturbed possession of the subject matter of the lease. The Company is not in violation of any zoning, building, safety or environmental ordinance, regulation or requirement or other law or regulation applicable to the operation of owned or leased properties, and or has not received any notice of violation with which it has not complied, except where such violation would not have a Material Adverse Effect on the Company. The Company's assets include all tangible and intangible assets, rights and properties necessary for the conduct of the Company's foreign operations.