Common use of Title to Assets; Condition; Inventory; Accounts Receivable Clause in Contracts

Title to Assets; Condition; Inventory; Accounts Receivable. (i) Except as set forth in Section 4.7 of the DSKX Disclosure Schedule, the DSKX Group, and one or more of their direct or indirect Subsidiaries, collectively have good and marketable title to, or a valid and binding leasehold interest in or right to use, all of the DSKX Business Assets, free and clear of all Liens except for Permitted Liens. The DSKX Business Assets comprise all assets that are primarily used in, or otherwise necessary for, the operation of the DSKX Business as conducted immediately prior to the Closing. The DSKX Business Assets are sufficient for the continued conduct of the DSKX Business immediately after the Closing in substantially the same manner as conducted immediately prior to the Closing. (ii) The buildings, plants, structures, and equipment of the DSKX Group are (i) structurally sound, (ii) in good operating condition and repair, ordinary wear and tear excepted, and (iii) adequate for the uses to which they are being put, in each case, in all material respects. (iii) All Inventory of the DSKX Group consists of a quality and quantity usable and salable in the Ordinary Course of Business, except for obsolete, damaged, defective or slow-moving items that have been written off or written down to fair market value or for which adequate reserves have been established. All of the Inventory of the DSKX Group is owned by the DSKX Group free and clear of all Liens, except for Permitted Liens, and no Inventory owned by the DSKX Group is held on a consignment basis. The quantities of each item of Inventory (whether raw materials, work-in-process or finished goods) owned by the DSKX Group are not excessive, but are reasonable in the present circumstances of the DSKX Group. (iv) All Accounts Receivable of the DSKX Group held by any of the DSKX Group have arisen from bona fide, arm’s length transactions entered into by the DSKX Group involving the sale of goods or the rendering of services in the Ordinary Course of Business and there is no pending or, to DSKX’s Knowledge, threatened dispute regarding such Accounts Receivable.

Title to Assets; Condition; Inventory; Accounts Receivable. (i) Except as set forth in Section 4.7 3.7 of the DSKX Radiancy Disclosure Schedule, the DSKX Radiancy Group, and one or more of their direct or indirect Subsidiaries, collectively have good and marketable title to, or a valid and binding leasehold interest in or right to use, all of the DSKX Radiancy Business Assets, free and clear of all Liens except for Permitted Liens. The DSKX Radiancy Business Assets comprise all assets that are primarily used in, or otherwise necessary for, the operation of the DSKX Radiancy Business as conducted immediately prior to the Closing. The DSKX Radiancy Business Assets are sufficient for the continued conduct of the DSKX Radiancy Business immediately after the Closing in substantially the same manner as conducted immediately prior to the Closing. (ii) The buildings, plants, structures, and equipment of the DSKX Radiancy Group are (i) structurally sound, (ii) in good operating condition and repair, ordinary wear and tear excepted, and (iii) adequate for the uses to which they are being put, in each case, in all material respects. (iii) All Inventory of the DSKX Radiancy Group consists of a quality and quantity usable and salable in the Ordinary Course of Business, except for obsolete, damaged, defective or slow-moving items that have been written off or written down to fair market value or for which adequate reserves have been established. All of the Inventory of owned by the DSKX Radiancy Group is owned by the DSKX Radiancy Group free and clear of all Liens, except for Permitted Liens, and no Inventory owned by the DSKX Radiancy Group is held on a consignment basis. The quantities of each item of Inventory (whether raw materials, work-in-process or finished goods) owned by the DSKX Radiancy Group are not excessive, but are reasonable in the present circumstances of the DSKX Radiancy Group. (iv) All Accounts Receivable of the DSKX Radiancy Group held by any of the DSKX Radiancy Group have arisen from bona fide, arm’s length transactions entered into by the DSKX Radiancy Group involving the sale of goods or the rendering of services in the Ordinary Course of Business and there is no pending or, to DSKXPHMD’s Knowledge, threatened dispute regarding such Accounts Receivable.

Title to Assets; Condition; Inventory; Accounts Receivable. (i) Except as set forth in Section 4.7 3.7 of the DSKX Photomedex Technology Disclosure Schedule, the DSKX GroupCompany, and one or more of their direct or indirect Subsidiaries, collectively have good and marketable title to, or a valid and binding leasehold interest in or right to use, all of the DSKX Company Business Assets, free and clear of all Liens except for Permitted Liens. The DSKX Company Business Assets comprise all assets that are primarily used in, or otherwise necessary for, the operation of the DSKX Company Business as conducted immediately prior to the Closing. The DSKX Company Business Assets are sufficient for the continued conduct of the DSKX Company Business immediately after the Closing in substantially the same manner as conducted immediately prior to the Closing. (ii) The buildings, plants, structures, and equipment of the DSKX Group Company are (i) structurally sound, (ii) in good operating condition and repair, ordinary wear and tear excepted, and (iii) adequate for the uses to which they are being put, in each case, in all material respects. (iii) All Inventory of the DSKX Group Company consists of a quality and quantity usable and salable in the Ordinary Course of Business, except for obsolete, damaged, defective or slow-moving items that have been written off or written down to fair market value or for which adequate reserves have been established. All of the Inventory of owned by the DSKX Group Company is owned by the DSKX Group Company free and clear of all Liens, except for Permitted Liens, and no Inventory owned by the DSKX Group Company is held on a consignment basis. The quantities of each item of Inventory (whether raw materials, work-in-process or finished goods) owned by the DSKX Group Company are not excessive, but are reasonable in the present circumstances of the DSKX GroupCompany. (iv) All Accounts Receivable of the DSKX Group Company held by any of the DSKX Group have Company has arisen from bona fide, arm’s length transactions entered into by the DSKX Group Company involving the sale of goods or the rendering of services in the Ordinary Course of Business and there is no pending or, to DSKXPHMD’s Knowledge, threatened dispute regarding such Accounts Receivable.

Title to Assets; Condition; Inventory; Accounts Receivable. (ia) Except as set forth in Section 4.7 3.7 of the DSKX Disclosure ScheduleLetter, the DSKX GroupSeller Companies, and one or more of their direct or indirect wholly-owned Subsidiaries, collectively have good and marketable title to, or a valid and binding leasehold interest in or right to use, all of the DSKX Business Assets, free and clear of all Liens except for Permitted Liens. The DSKX Except for the Excluded Assets, the Business Assets comprise all assets that are primarily used in, or otherwise necessary for, the operation of the DSKX Business as conducted immediately prior to the Closing. The DSKX Business Assets Assets, together with the services to be provided by the Sellers to the Purchaser pursuant to the Transition Services Agreement, are sufficient for the continued conduct of the DSKX Business immediately after the Closing in substantially the same manner as conducted immediately prior to the Closing. (iib) The To Sellers’ Knowledge, the buildings, plants, structures, and equipment of the DSKX Group Business are (i) structurally sound, (ii) in good operating condition and repair, ordinary wear and tear excepted, and (iii) adequate for the uses to which they are being put, in each case, in all material respects. (iiic) All Inventory inventory, finished goods, raw materials, work in progress, supplies, and other inventories of the DSKX Group Business (“Inventory”), consists of a quality and quantity usable and salable in the Ordinary Course of Business, except for obsolete, damaged, defective or slow-moving items that have been written off or written down to fair market value or for which adequate reserves have been established. All of the Inventory of the DSKX Group is owned by the DSKX Group Seller Companies free and clear of all Liens, except for Permitted Liens, and no Inventory owned by the DSKX Group is held on a consignment basis. The quantities of each item of Inventory (whether raw materials, work-in-process or finished goods) owned by the DSKX Group are not excessive, but are reasonable in the present circumstances of the DSKX GroupBusiness. (ivd) All Accounts Receivable accounts and notes receivable of the DSKX Group Business held by any of the DSKX Group Seller Companies, and any security, claim, remedy or other right related to any of the foregoing (the “Accounts Receivable”), have arisen from bona fide, arm’s length transactions entered into by the DSKX Group Seller Companies involving the sale of goods or the rendering of services in the Ordinary Course of Business and there is no pending or, to DSKX’s Sellers’ Knowledge, threatened dispute regarding such the Accounts Receivable.

Title to Assets; Condition; Inventory; Accounts Receivable. (ia) Except as set forth in Section 4.7 3.7 of the DSKX Disclosure ScheduleLetter, the DSKX GroupSeller Companies, and one or more of their direct or indirect wholly-owned Subsidiaries, collectively have good and marketable title to, or a valid and binding leasehold interest in or right to use, all of the DSKX Business Assets, free and clear of all Liens except for Permitted Liens. The DSKX Except for the Excluded Assets, the Business Assets comprise all assets that are primarily used in, or otherwise necessary for, the operation of the DSKX Business as conducted immediately prior to the Closing. The DSKX Business Assets Assets, together with the services to be provided by the Sellers to the Purchaser pursuant to the Transition Services Agreement, are sufficient for the continued conduct of the DSKX Business immediately after the Closing in substantially the same manner as conducted immediately prior to the Closing. (iib) The To Sellers' Knowledge, the buildings, plants, structures, and equipment of the DSKX Group Business are (i) structurally sound, (ii) in good operating condition and repair, ordinary wear and tear excepted, and (iii) adequate for the uses to which they are being put, in each case, in all material respects. (iiic) All Inventory inventory, finished goods, raw materials, work in progress, supplies, and other inventories of the DSKX Group Business ("Inventory"), consists of a quality and quantity usable and salable in the Ordinary Course of Business, except for obsolete, damaged, defective or slow-moving items that have been written off or written down to fair market value or for which adequate reserves have been established. All of the Inventory of the DSKX Group is owned by the DSKX Group Seller Companies free and clear of all Liens, except for Permitted Liens, and no Inventory owned by the DSKX Group is held on a consignment basis. The quantities of each item of Inventory (whether raw materials, work-in-process or finished goods) owned by the DSKX Group are not excessive, but are reasonable in the present circumstances of the DSKX GroupBusiness. (ivd) All Accounts Receivable accounts and notes receivable of the DSKX Group Business held by any of the DSKX Group Seller Companies, and any security, claim, remedy or other right related to any of the foregoing (the "Accounts Receivable"), have arisen from bona fide, arm’s 's length transactions entered into by the DSKX Group Seller Companies involving the sale of goods or the rendering of services in the Ordinary Course of Business and there is no pending or, to DSKX’s Sellers' Knowledge, threatened dispute regarding such the Accounts Receivable.