Common use of TITLE TO ASSETS, PROPERTIES AND RIGHTS AND RELATED MATTERS Clause in Contracts

TITLE TO ASSETS, PROPERTIES AND RIGHTS AND RELATED MATTERS. (a) The Company and each of its Subsidiaries, as applicable, have good and marketable title (or a valid leasehold interest) to all of the assets, properties and interests in properties, real, personal or mixed, reflected on the Latest Balance Sheet or acquired after the Latest Balance Sheet Date (except for assets or properties sold or otherwise disposed of since the Latest Balance Sheet Date in the ordinary course of business, consistent with past practice, and accounts receivable and notes receivable paid in full subsequent to the Latest Balance Sheet Date in the ordinary course of business, consistent with past practice), free and clear of all Encumbrances, of any kind or character, except for those Encumbrances set forth on Schedule 4.10(a) and Permitted Encumbrances. Such assets are in good operating condition and repair (normal wear and tear excepted), are sufficient to operate the Business as presently conducted and as presently proposed to be conducted, are suitable for the uses for which they are used in the Business, and are not subject to any condition that materially interferes with the economic value or use thereof. With respect to any leased assets, such assets are in such condition as to permit the surrender thereof to the lessors thereunder on the date hereof without any cost or expense for repair or restoration as if the related leases were terminated or expired on the date hereof in the ordinary course of business, consistent with past practice.

TITLE TO ASSETS, PROPERTIES AND RIGHTS AND RELATED MATTERS. (a) The Each of the Company and each of its Subsidiaries, as applicable, have has good and marketable title (or a valid leasehold or licensee interest) to all of the assets, properties and interests in properties, real, personal or mixed, reflected on the Latest Balance Sheet or acquired after the Latest Balance Sheet Date (except for assets or properties sold or otherwise disposed of since the Latest Balance Sheet Date in the ordinary course of business, consistent with past practice, and accounts receivable and notes receivable paid in full subsequent to the Latest Balance Sheet Date in the ordinary course of business, consistent with past practice), free and clear of all Encumbrances, of any kind or character, except for those Encumbrances set forth on Schedule 4.10(a5.10(a) and Permitted Encumbrances. Such ---------------- assets are in good operating condition and repair (normal wear and tear excepted), are sufficient to operate the Business as presently conducted and as presently proposed to be conducted, are suitable for the uses for which they are used in the Business, and are not subject to any condition that materially interferes with the economic value or use thereof. With respect to any leased assets, such assets are in such condition as to permit the surrender thereof to the lessors thereunder on the date hereof without any cost or expense for repair or restoration as if the related leases were terminated or expired on the date hereof in the ordinary course of business, consistent with past practice.

TITLE TO ASSETS, PROPERTIES AND RIGHTS AND RELATED MATTERS. (a) The Company has such rights and each of its Subsidiariesinterests in the Intellectual Property Rights as provided in Section 3.14 and, except as applicablespecifically set forth in Schedule 3.12, have good and marketable title (or a valid leasehold interest) to all of the other assets, properties and interests in properties, real, personal real or mixedpersonal, reflected on the Latest Compiled Balance Sheet or acquired after the Latest Compiled Balance Sheet Date (except for assets or properties (i) inventory sold or otherwise disposed of since the Latest Compiled Balance Sheet Date in the ordinary course of business, consistent with past practice, and (ii) accounts receivable and notes receivable paid in full subsequent to the Latest Compiled Balance Sheet Date in the ordinary course of business, consistent with past practiceDate), free and clear of all Encumbrances, of any kind or character, except for those Encumbrances set forth on in Schedule 4.10(a) 3.12 and Permitted Encumbrances. Such assets are in good operating condition and repair (normal wear and tear excepted), are sufficient to operate the Business as presently conducted and as presently proposed to be conducted, are suitable for the uses for which they are used in the Subject Business, and are not subject to any condition that which materially interferes with the economic value or use thereof, and constitute all assets, properties, interests in properties and rights necessary to permit the Company to carry on its business after the Closing as generally conducted by them prior thereto and as presently proposed to be conducted subsequent thereto. With respect to any leased assets, such assets are in such condition as to permit the surrender thereof by the Company to the lessors thereunder on the date hereof without any cost or expense for repair or restoration as if the related leases were terminated or expired on upon the date hereof Closing Date in the ordinary course of business, consistent with past practice.

TITLE TO ASSETS, PROPERTIES AND RIGHTS AND RELATED MATTERS. (a) The Company and each of its Subsidiaries, as applicable, have has good and marketable title (or a valid leasehold interest) to all of the assets, properties and interests in properties, real, personal or mixed, reflected on the Latest Balance Sheet or acquired after the Latest Balance Sheet Date (except for assets or properties sold or otherwise disposed of since the Latest Balance Sheet Date in the ordinary course of business, consistent with past practice, and accounts receivable and notes receivable paid in full subsequent to the Latest Balance Sheet Date in the ordinary course of business, consistent with past practice), free and clear of all Encumbrances, of any kind or character, except for those Encumbrances set forth on Schedule 4.10(a5.10(a) and Permitted Encumbrances. Such ---------------- assets are in good operating condition and repair (normal wear and tear excepted), are sufficient to operate the Business as presently conducted and as presently proposed to be conducted, are suitable for the uses for which they are used in the Business, and are not subject to any condition that materially interferes with the economic value or use thereof. With respect to any leased assets, such assets are in such condition as to permit the surrender thereof to the lessors thereunder on the date hereof without any cost or expense for repair or restoration as if the related leases were terminated or expired on the date hereof in the ordinary course of business, consistent with past practice.

TITLE TO ASSETS, PROPERTIES AND RIGHTS AND RELATED MATTERS. (a) The Company and each of its Subsidiaries, as applicable, Sellers have good and marketable title (or a valid leasehold interest) to all of the assets, properties and interests in properties, real, personal or mixed, reflected on the Latest Balance Sheet or acquired after the Latest Balance Sheet Date (except for assets or properties property sold or otherwise disposed of since the Latest Balance Sheet Date in the ordinary course of business, consistent with past practice, business of the Business and accounts receivable and notes receivable paid in full subsequent to the Latest Balance Sheet Date in the ordinary course of business, consistent with past practiceDate), free and clear of all Encumbrances, of any kind or character, except for those Encumbrances set forth on Schedule 4.10(a) SCHEDULE 5.8 and Permitted Encumbrances. Such assets are in good operating condition and repair (normal wear and tear excepted), are sufficient currently used to operate the Business as presently conducted and as presently proposed to be conducted, are suitable for the uses for which they are used in the Business, and are not subject to any condition that materially which interferes with the economic value or use thereof. With respect to any leased assets, such assets are in such condition as to permit the surrender thereof by the Sellers to the lessors thereunder on the date hereof without any cost or expense for repair or restoration as if the related leases were terminated or expired on the date hereof in the ordinary course of business, consistent with past practicebusiness of the Business. All tangible personal property is located on the premises of the Sellers listed on SCHEDULE 5.9.