Common use of Title to Assets; Condition of Property Clause in Contracts

Title to Assets; Condition of Property. The Seller has good and valid title to the Assets owned by it (in the case of owned real property and the improvements thereon, good and marketable title in fee simple) including, without limitation, the properties and assets reflected in the Financial Statements (except for assets leased under leases set forth in Exhibit B, inventory and other assets sold or retired and accounts receivable collected upon, since March 31, 1997 in the ordinary course of business consistent with past practices), free and clear of all liens, charges, encumbrances, security interests or claims whatsoever, except as set forth in Exhibit B. The Seller has the right, power and authority to sell and transfer the Assets owned by it to the Purchaser (or its designee), and upon such transfer the Purchaser (or its designee) will acquire good and marketable title to the Assets, free and clear of all liens, charges, encumbrances, security interests or claims whatsoever, except as set forth in Exhibit B. The properties and assets of the Seller include all properties and assets used in the operations of the Business as currently conducted. All such properties and assets of the Seller are in good condition and repair, consistent with their respective ages, and have been maintained and serviced in accordance with the normal practices of the Seller. None of such properties or assets is subject to any liens, charges, encumbrances or security interests, except as set forth in Exhibit B. None of such properties or assets (including the Assets) (or uses to which they are put) fails to conform with any applicable agreement, law, ordinance or regulation in a manner which could reasonably be expected to have a Material Adverse Effect or is likely to be material to the operation of the Business.

Title to Assets; Condition of Property. (a) The Seller has good Company and valid title to the Assets owned by it its Subsidiaries (in as the case of owned real property and the improvements thereonmay be) have good, good valid and marketable title in fee simple) to all of their respective properties and assets, real, personal and mixed, tangible and intangible, including, without limitation, the properties and assets reflected in the Financial Statements Current Balance Sheet (except for assets leased under leases set forth in Exhibit Bon Schedules 3.08, inventory 3.09 or 3.13 hereto, and other assets sold or retired and except for accounts receivable collected upon, since March 31, 1997 the Current Balance Sheet Date in the ordinary course of business consistent with past practices), free and clear of all liensLiens except Liens arising under Company Indebtedness and those listed on Schedule 3.10(a) hereto and described thereon or Liens disclosed in the Financial Statements; provided, chargesthat notwithstanding the foregoing, encumbrancesthe Company has good, security interests or claims whatsoever, except as set forth in Exhibit B. The Seller has the right, power and authority to sell and transfer the Assets owned by it to the Purchaser (or its designee), and upon such transfer the Purchaser (or its designee) will acquire good valid and marketable title to all of the Assetsoutstanding shares of stock of its Subsidiary, free and clear of all liens, charges, encumbrances, security interests or claims whatsoever, except as Liens. Except with respect to assets leased pursuant to valid leases set forth in Exhibit B. The on Schedules 3.08(b) or 3.13 hereto, the Company or its Subsidiaries owns all the tangible properties and assets located at or on the Real Property and owns all of the Seller include all tangible properties and assets used in necessary for the operations conduct of the Business as currently conducted. . (b) All such properties and assets of the Seller assets and properties (including, without limitation, all equipment and the improvements, fixtures and appurtenances on or to the Real Property) owned or leased by the Company or any of its Subsidiaries pursuant to written leases set forth on any of Schedules 3.09 or 3.13 hereto are in good operating condition and repair, consistent with their respective agesnormal wear and tear excepted, and have been maintained and serviced in accordance with the normal practices prudent conduct of business, are suitable for the purposes for which they presently are being used and constitute all of the Sellerassets and properties used in the operations of, and necessary to operate, the Business as conducted on the date hereof. None of such the assets or properties owned or assets is subject to leased by the Company or any liens, charges, encumbrances or security interests, except as set forth in Exhibit B. None of such properties or assets (including the Assets) its Subsidiaries (or uses to which they are put) fails to conform in any material respect with any applicable agreement, law, ordinance or regulation in a manner which could reasonably be expected to have a Material Adverse Effect or is likely to be material to the operation of the Businessregulation.

Title to Assets; Condition of Property. The Seller (a) Each of the Companies has good and valid title to the Assets owned by it (in the case all of owned real property and the improvements thereontheir respective Assets, good and marketable title in fee simple) including, including without limitation, the properties and assets Assets reflected in on the Financial Statements 1997 Balance Sheet (except for assets leased under leases set forth Inventory sold, used or consumed and Receivables collected or written off since the 1997 Balance Sheet Date, in Exhibit Bany case, inventory and other assets sold or retired and accounts receivable collected upon, since March 31, 1997 in the ordinary course of business consistent with past practices), free and clear of all liens, charges, encumbrances, security interests or claims whatsoeverLiens, except for Permitted Liens. None of the Stockholders (other than in their capacities as set forth such) nor any other affiliate of either of the Companies nor any other Person has any right to or interest in Exhibit B. the Business or in any of the Assets or any of the proceeds thereof. The Seller Assets constitute all of the assets used in the operations of, and necessary to operate, the Business as presently conducted. Each of the Companies has the right, power and authority to sell and transfer all of their respective portion of the Assets owned by it to the Purchaser (or its designee)Purchaser, and upon such transfer sale and transfer, and subject to the Purchaser's satisfaction of the closing condition set forth in Section 9.08 hereof, the Purchaser (or its designee) will acquire good and marketable valid title to the Assets, free and clear of all liens, charges, encumbrances, security interests or claims whatsoeverLiens, except for Permitted Liens (including the Liens set forth in clause (iii) of the definition of Permitted Liens). (b) Except as set forth in Exhibit B. The properties and assets on Schedule 3.11 hereto, all of the Seller include material tangible assets (including without limitation, all properties and assets used in the operations material equipment, but excluding Inventory) owned or leased by either of the Business as currently conducted. All such properties and assets of the Seller Companies are in good operating condition and repair, consistent with their respective agesnormal wear and tear excepted, and have been maintained and serviced in accordance with are suitable for the normal practices of the Sellerpurposes for which they presently are being used. None of such the Assets or any other properties leased or assets is subject to any liens, charges, encumbrances or security interests, except as set forth in Exhibit B. None used by either of such properties or assets (including the Assets) Companies (or uses to which they are put) fails to conform with any applicable agreement, or existing law, ordinance or regulation in a manner which could regulation, except where the failure to conform has not had or would not reasonably be expected to have a Material Adverse Effect or is likely to be material to the operation of the BusinessEffect.

Title to Assets; Condition of Property. The Seller (i) Each of the Partnership and Penn Dental has good and valid title to all the Assets assets and properties owned by it (in the case of owned real property and the improvements thereonit, good and marketable title in fee simple) including, without limitation, the properties and assets reflected in the Financial Statements 1995 Balance Sheet (except for assets leased under leases set forth in Exhibit BC, inventory and other assets sold or retired and accounts receivable collected upon, since March 31, 1997 the dates of the balance sheets constituting the 1995 Balance Sheet in the ordinary course of business consistent with past practices), free and clear of all liens, charges, encumbrances, security interests or claims whatsoever, except as set forth in Exhibit B. C. The Seller Partnership has the right, power and authority to sell and transfer the Assets owned by it and the Shares to the Purchaser (or its designee), and upon such transfer the Purchaser (or its designee) will acquire good and marketable title to the AssetsAssets and the Shares, free and clear of all liens, charges, encumbrances, security interests or claims whatsoever, except for any claims arising from the Partnership's failure to obtain required consents to assignment as set forth in Exhibit B. C. (ii) The properties and assets of the Seller Partnership and Penn Dental and those leased by them include all properties and assets used in the operations of the Business as currently conducted. All such properties and assets of the Seller Business are in good operating condition and repair, consistent with their respective ages, and have been maintained and serviced in accordance with the normal practices of the SellerBusiness. None of such properties or assets is subject to any liens, charges, encumbrances or security interests, except as set forth in Exhibit B. C. None of such properties or assets (including the Assets) (or uses to which they are put) fails to conform with any applicable agreement, law, ordinance or regulation in a manner which could reasonably be expected to have a Material Adverse Effect or is likely to be material to the operation of the Business. The Partnership and Penn Dental own or lease all the 18 15 properties and assets which have been located at or on any of the leased premises of the Business at any time since July 1, 1995.