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

Title to Assets; Real Property. a. Seller has good and valid title to the Purchased Assets or a valid leasehold interest therein, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date or as disclosed on Schedule 3.7(a). All Purchased Assets (including leasehold interests) are free and clear of Encumbrances.

Title to Assets; Real Property. a. (a) Seller does not own any Real Property. Seller has good and valid title to the Purchased Assets to, or a valid leasehold interest thereinin, all Real Property and personal property and other assets reflected in the Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date or as disclosed on Schedule 3.7(a)Date. All Purchased Assets such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances.”):

Title to Assets; Real Property. a. (a) Each Seller has good and valid title to the Purchased Assets to, or a valid leasehold interest thereinin, all of its Real Property and personal property, including but not limited to Sellers’ Intellectual Property, and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date or as disclosed on Schedule 3.7(a)Date. All Purchased Assets such properties and assets (including leasehold interests) are free and clear of Encumbrances., except for the following (collectively referred to as “Permitted Encumbrances”):

Title to Assets; Real Property. a. Seller (a) To Seller’s knowledge, The Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to the Purchased Assets to, or a valid leasehold interest thereinin, all Real Property and personal property and other assets reflected in the Unaudited Financial Statements or acquired after the Interim Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Interim Balance Sheet Date or as disclosed on Schedule 3.7(a)Date. All Purchased Assets such properties and assets (including leasehold interests) are free and clear of Encumbrances.

Title to Assets; Real Property. a. Seller (a) Buyer has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to the Purchased Assets to, or a valid leasehold interest thereinin, all Real Property and tangible personal property and other assets reflected in the Buyer Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date or as disclosed on Schedule 3.7(a)Date. All Purchased Assets such properties and assets (including leasehold interests) are free and clear of Encumbrances except for Permitted Encumbrances.

Title to Assets; Real Property. a. (a) Seller has good and valid marketable title to the Purchased Assets to, or a valid leasehold interest thereinin, all Real Property and personal property and all other assets reflected in the Audited Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date or as disclosed on Schedule 3.7(a)Date. All Purchased Assets such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances.”):

Title to Assets; Real Property. a. Seller has good and valid title to the Purchased Assets or a valid leasehold interest therein, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date or as disclosed on Schedule 3.7(a)Date. All Purchased Assets (including leasehold interests) are free and clear of Encumbrances.

Title to Assets; Real Property. a. Seller (a) To Buyer’s knowledge, Buyer has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to the Purchased Assets to, or a valid leasehold interest thereinin, all Real Property and personal property and other assets reflected in the Financial Statements or acquired after the Interim Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Interim Balance Sheet Date or as disclosed on Schedule 3.7(a)Date. All Purchased Assets such properties and assets (including leasehold interests) are free and clear of Encumbrances.

Title to Assets; Real Property. a. Seller has Companies have good and valid title to the Purchased Assets to, or a valid leasehold interest thereinin, all Real Property and all personal property and other tangible assets reflected in the Financial Statements, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date or which are not material, individually or in the aggregate, to the Seller Companies’ business operations as disclosed on Schedule 3.7(a)currently conducted. All Purchased Assets such properties and assets (including leasehold interests) are free and clear of Encumbrances except for Permitted Encumbrances.