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

Title to Assets; Condition and Sufficiency of Assets. (a) Except for properties and assets sold since the date of the balance sheet included in the most recent Financial Statements in the ordinary course of business or as set forth on Schedule 4.24(a), the Company or one of the Company Subsidiaries, as applicable, have good title to all of the material properties and material assets owned by the Company and the Company Subsidiaries as reflected on the balance sheet included in the most recent Financial Statements free and clear of any Liens other than Permitted Liens. (b) On the date hereof, except as set forth on Schedule 4.24(b) or as would not be material to the Company and its Subsidiaries, taken as a whole, (i) the buildings, plants, structures, fixtures, machinery and equipment currently used in the operations of the Company and the Company Subsidiaries are structurally sound and in good operating condition and repair, subject to ordinary wear and tear, and are adequate for the uses to which they are being put, and (ii) none of such buildings, plants, structures, fixtures, machinery or equipment is in need of maintenance or repairs except for ordinary, routine maintenance and other repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by the Company and the Company Subsidiaries, together with all other properties and assets of the Company and the Company Subsidiaries or which the Company or any of the Company Subsidiaries has the right pursuant to Contract to use constitute in all material respects all of the rights, property and assets necessary to conduct the business of the Company and the Company Subsidiaries as currently conducted.

Title to Assets; Condition and Sufficiency of Assets. (a) Except for properties as set forth on Schedule 3.5(a), the Company has good and valid title to or a valid leasehold interest in all of its assets sold since reflected in the Financial Statements or acquired after the date of the balance sheet included in the most recent Financial Statements Balance Sheet, other than properties or assets sold or otherwise disposed of in the ordinary course of business or as set forth on Schedule 4.24(a)consistent with past practice, the Company or one of the Company Subsidiaries, as applicable, have good title to all of the material properties and material assets owned by the Company and the Company Subsidiaries as reflected on the balance sheet included in the most recent Financial Statements free and clear of any Liens Encumbrance, other than (i) liens for Taxes not yet past due and for which adequate reserves have been established in accordance with GAAP, and (ii) mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ liens arising in the ordinary course of business consistent with past practice of the Business and which shall be satisfied in full prior to the Closing (collectively, “Permitted LiensEncumbrances”). (b) On the date hereof, except Except as set forth on in Schedule 4.24(b3.5(b) or as would not be material to of the Company and its SubsidiariesDisclosure Schedules, taken as a whole, (i) the buildings, plants, structures, furniture, fixtures, machinery machinery, equipment, vehicles and equipment currently used in the operations other items of tangible personal property of the Company and the Company Subsidiaries are structurally sound and sound, are in good operating condition and repair, subject to repair (ordinary wear and teartear excepted), and are adequate for the uses to which they are being put, and (ii) none of such buildings, plants, structures, furniture, fixtures, machinery or equipment machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and other repairs that are not material in nature or costcost when compared to the historical nature and cost of maintaining and repairing such tangible personal property. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by the Company and the Company SubsidiariesCompany, together with all other properties and assets of the Company and Company, are sufficient for the Company Subsidiaries or which the Company or any continued conduct of the Company Subsidiaries has Company’s Business after the right pursuant Closing in substantially the same manner as conducted prior to Contract to use the Closing and constitute in all material respects all of the rights, property and assets necessary to conduct the business of the Company and the Company Subsidiaries Business as currently conducted. All assets disclosed on the Interim Financial Statements shall continue to be owned by the Company at the Closing other than assets sold in the ordinary course of business consistent with past practice.

Title to Assets; Condition and Sufficiency of Assets. (a) Except for properties and assets sold since the date of the balance sheet included in the most recent Financial Statements in the ordinary course of business or as set forth on Schedule 4.24(a), the Company or one of the Company SubsidiariesSubsidiary, as applicable, have (or in case of the Spec-Tacular Leased Assets, will have) good title to all of (i) the material properties and material assets owned by the Company and the Company Subsidiaries Subsidiary as reflected on the balance sheet included in the most recent Financial Statements and (ii) the Spec-Tacular Leased Assets free and clear of any Liens other than Permitted Liens. (b) On the date hereof, except as set forth on Schedule 4.24(b) ), or as would not be material to the Company and its Subsidiariesthe Company Subsidiary, taken as a whole, to the Company’s Knowledge, (i) the buildings, plants, structures, fixtures, machinery and equipment currently used in the operations of the Company Company, including, but not limited to, the Spec-Tacular Leased Assets and the Company Subsidiaries Subsidiary are structurally sound and in good operating condition and repair, subject to ordinary wear and tear, and are adequate for the uses to which they are being put, and (ii) none of such buildings, plants, structures, fixtures, machinery or equipment is in need of maintenance or repairs except for ordinary, routine maintenance and other repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by the Company and the Company SubsidiariesSubsidiary, together with all other properties and assets of the Company and the Company Subsidiaries Subsidiary or which the Company or any of the Company Subsidiaries Subsidiary has the right pursuant to Contract to use constitute in all material respects all of the rights, property and assets necessary to conduct the business of the Company and the Company Subsidiaries Subsidiary as currently conducted.