Common use of Title to Assets; Related Matters Clause in Contracts

Title to Assets; Related Matters. (a) The Assets do not include, and neither Company owns, any real property. (b) Schedule 3.5(b) sets forth a true, correct and complete list of all real estate used in connection with the Business and leased by the Companies. The Companies have the valid right to use such premises pursuant to the leases described on Schedule 3.5(b) (the “Office Leases”). (c) The tangible Assets constitute all of the tangible assets used by the Companies to conduct the operations of the Business in accordance with each of the Companies’ past practices. The Companies have (and will convey to the Purchasers at the Closing) good title to the Assets, free and clear of all Liens. All equipment and other items of tangible personal property and assets included in the Assets (i) are in good operating condition and in a state of good maintenance and repair, ordinary wear and tear excepted, (ii) are usable in the regular and ordinary course of business and (iii) conform in all material respects to all applicable laws, ordinances, codes, rules and regulations. No Person other than the Companies owns any equipment or other tangible personal property or assets situated on the premises of the Companies which are necessary to the operation of the Business, except for the leased items that are subject to personal property leases. Schedule 3.5(c) sets forth a true, correct and complete list and general description of each item of machinery, equipment and other tangible personal property of each of the Companies as of June 30, 2016. (d) There are no existing agreements, options, commitments or rights with, of or to any Person (other than pursuant to this Agreement) to acquire any assets, properties or rights included in the Assets or any interest therein.

Title to Assets; Related Matters. (a) The Assets do not includeExcept as set forth on Schedule 4.5(a), the Seller has good and neither Company ownsmarketable title to all of the Purchased Assets, any real property. (b) Schedule 3.5(b) sets forth a true, correct free and complete list clear of all real estate used in connection with the Business and leased by the CompaniesLiens, except Permitted Liens. The Companies have Purchased Assets and Excluded Assets will constitute all property and assets of the valid right to use such premises pursuant Seller immediately prior to the leases described on Schedule 3.5(b) (Closing and, immediately following the “Office Leases”). (c) The tangible Closing, the Purchased Assets will constitute all of the tangible assets used by the Companies necessary to conduct the operations of the Business in accordance with each the Ordinary Course. Except as set forth in Schedule 4.5(a), none of the Companies’ past practices. The Companies have (and will convey Excluded Assets are material to the Purchasers at the ClosingBusiness. (b) good title to the AssetsExcept as set forth in Schedule 4.5(b)(1), free and clear of all Liens. All equipment and other items of tangible personal property and assets included in the Purchased Assets (i) are in good operating condition and in a state of good maintenance and repair, ordinary wear and tear excepted, (ii) are usable in suitable for the regular and ordinary course of business purposes used, and (iii) conform were acquired and are usable in all material respects to all applicable lawsthe Ordinary Course. There is no defect or problem with any of such equipment, ordinancestangible personal property or assets, codesother than ordinary wear and tear. Except as set forth in Schedule 4.5(b)(2), rules and regulations. No no Person other than the Companies Seller owns any equipment or other tangible personal property or assets situated on the premises of the Companies which are necessary to the operation of the BusinessSeller, except for the leased items that are subject to personal property leases. Except as set forth on Schedule 3.5(c4.5(b)(3), since the Balance Sheet Date, no Seller has sold, transferred or disposed of any assets, other than sales of inventory in the Ordinary Course. Schedule 4.5(b)(4) sets forth a true, correct and complete list and general description of each item of machinery, equipment and other tangible personal property of each the Seller (including leased personal property) that is reflected on the Balance Sheet as of the Companies as Balance Sheet Date. The Seller has a valid and enforceable leasehold interest for all equipment and other items of June 30, 2016. (d) There are no existing agreements, options, commitments or rights with, of or to any Person (other than pursuant to this Agreement) to acquire any assets, properties or rights tangible personal property and assets included in the Purchased Assets or any interest thereinthat are subject to personal property leases, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally, and by general equitable principles.

Title to Assets; Related Matters. (a) The Assets do not include5.7.1 Purchaser has good and valid title, and neither Company ownsa valid leasehold interest in, any real property. (b) Schedule 3.5(b) sets forth or a truevalid License for, correct and complete list of all real estate used in connection with the Business and leased by the Companies. The Companies have the valid right to use such premises pursuant to the leases described on Schedule 3.5(b) (the “Office Leases”). (c) The tangible Assets constitute all of the tangible material property and assets owned, leased, Licensed, operated or used by the Companies to conduct the operations of the Business in accordance with each of the Companies’ past practices. The Companies have (and will convey to the Purchasers at the Closing) good title to the AssetsPurchaser, free and clear of all Liens. , except Permitted Liens. 5.7.2 All material equipment and other items of tangible personal property and assets included in owned, leased, licensed, operated or used by the Assets Purchaser and its Subsidiaries (i) are in good sufficient operating condition and in a state of good sufficient maintenance and repairrepair to be in accordance with normal industry practice, ordinary wear and tear excepted, (ii) were acquired and are usable in the regular and ordinary course Ordinary Course (for the purposes of business this ARTICLE V, each reference to Ordinary Course shall mean the definition of “Ordinary Course” herein, substituting a reference to the Purchaser for each reference to the Company Parties), and (iii) conform in all material respects to all applicable lawsLaws applicable thereto, ordinancesexcept where the failure to fulfill one of the following would be reasonably likely to have a Material Adverse Effect on the Purchaser. Purchaser has no Knowledge of any material defect or problem with any of such equipment, codestangible personal property or assets other than ordinary wear and tear. Except for leased items that are subject to personal property leases, rules and regulations. No no Person other than the Companies Purchaser and its Subsidiaries owns any material equipment or other tangible personal property or assets situated on the premises of the Companies which Purchaser and its Subsidiaries. 5.7.3 No Shareholder, Representative, or Affiliate of Purchaser owns, Leases, or holds any material assets or property (tangible or intangible) that are necessary to currently being used in connection with the operation business of the Business, except for the leased items that are subject to personal property leases. Purchaser and its Subsidiaries. 5.7.4 Schedule 3.5(c) 5.7.4 sets forth a truelisting of all (a) material equipment and assets owned, correct leased, Licensed, operated or used by the Purchaser in its respective operations; and complete list and general description of each item of machinery(b) all automobiles, trucks, automotive equipment and other tangible personal property vehicles owned, leased or used by the Purchaser and its Subsidiaries in their respective operations, in each case whose value exceeds the amount of each of the Companies as of June 30, 2016One Hundred Thousand Dollars (USD $100,000). (d) There are no existing agreements, options, commitments or rights with, of or to any Person (other than pursuant to this Agreement) to acquire any assets, properties or rights included in the Assets or any interest therein.

Title to Assets; Related Matters. (a) The Assets do not include, and neither and, except for DD&C, no Company ownsowns or has ever owned, any real property. (b) Except as set forth on Schedule 3.5(b), the Companies’ headquarters located on the 000-000 00xx Xxxxxx XX, Xxxxxxxx, Xxxxxxxx 00000 (the “Premises”) sets forth a true, correct and complete list of all represents the only real estate used in connection with the Target Business and leased is owned by DD&C. The current leases with respect to the Premises are being replaced in their entirety by the Companies. The Companies have Office Lease and a lease entered into by DD&C and Healthcare LLC as of the valid right to use such premises pursuant to the leases described on Schedule 3.5(b) (the “Office Leases”)Closing Date. (c) The tangible Assets After giving effect to the Healthcare Separation, the assets, properties and rights of BSI, together with the Assets, constitute all of the tangible assets assets, properties and rights used by the Companies in, or necessary and sufficient to conduct conduct, the operations of the Target Business in accordance with each of the manner presently conducted by the Companies’ past practices. The Companies have (and will convey to the Purchasers at the Closing) Each Company has good title to the Assetsassets of such Company, free and clear of all LiensLiens (other than Liens granted by DD&C or SDS with respect to indebtedness not secured by any of the Assets). All equipment and other items Each item of material tangible personal property and assets of BSI or included in the Assets (i) are is in good operating condition and in a state of good maintenance and repair, ordinary wear and tear excepted, (ii) are is usable in the regular and ordinary course of business and (iii) conform in all material respects conforms to all applicable laws, ordinances, codes, rules and regulationsregulations applicable thereto, and the Companies have no Knowledge of any defects or problems with any such Assets. No Person other than the Companies any Company owns any equipment or other tangible personal property or assets situated on the premises of the Companies Premises which are necessary to the operation of the Target Business, except for the leased items that are subject to personal property leases. Since December 31, 2010, except pursuant to the transactions contemplated by the Healthcare Distribution Agreement, no Company has sold, transferred or disposed of any material assets. Schedule 3.5(c) sets forth a true, correct and complete list and general description of each item of machinery, equipment and other tangible personal property of each Company. Such items with respect to DD&C represent the sole assets, properties and rights of DD&C included in the Companies as of June 30, 2016Assets. (d) There are no existing agreements, options, commitments or rights with, of or to any Person (other than pursuant to this Agreement) to acquire any assets, properties or rights included in the Assets assets of any Company or any interest therein.

Title to Assets; Related Matters. (a) The Assets do not include, assets of the Company and neither the Company owns, any real property. (b) Schedule 3.5(b) sets forth a true, correct and complete list of all real estate used in connection with the Business and leased by the Companies. The Companies have the valid right to use such premises pursuant Subsidiaries after giving effect to the leases described on Schedule 3.5(b) (the “Office Leases”). (c) The tangible Assets Transfers constitute all of the tangible assets used by the Companies reasonably necessary to conduct the operations of the Company Business as is currently being conducted, except for assets used, or licensed to Purchaser, by the Shareholder or its Affiliates in accordance with the provision of services to be provided pursuant to the Transition Services Agreement and except for those Licenses listed on Schedule 4.21(b) and the Shared Usage Licenses listed on Exhibit 7.22. Except as set forth on Schedule 4.7, the Company and each of the Companies’ past practices. The Companies have (Company Subsidiary has good and marketable title to its material assets and will convey to the Purchasers at the Closing) have good and marketable title to the AssetsConveyed Assets following the Transfers, in each case free and clear of all Liens other than Permitted Liens. All The equipment and other items of tangible personal property of the Company and assets included in the Assets (i) Company Subsidiaries that are in good use are, when construed as a whole and not individually, in all material respects (a) in reasonable operating condition and in a state of good reasonable maintenance and repair, ordinary wear and tear excepted, (iib) are usable in the regular and ordinary course of business and (iiic) conform in all material respects to all applicable lawsLaws, ordinances, codes, rules and regulationsregulations applicable thereto, and the Shareholder has no Knowledge of any defects or problems with any of such assets that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. No Person Except as disclosed on Schedule 4.7 and except in connection with the transactions contemplated hereby or as permitted by Section 7.1(k)(i), since December 31, 2003 neither the Company nor any Company Subsidiary has sold, transferred or disposed of any assets having a fair market value in excess of $250,000, other than sales of inventory or obsolete equipment in the Companies owns any equipment or other tangible personal property or assets situated on the premises ordinary course of the Companies which are necessary to the operation of the Business, except for the leased items that are subject to personal property leasesbusiness. Schedule 3.5(c) 4.7 sets forth a true, correct and complete list and general description of each item of machinery, equipment and other tangible personal property of the Company and each Company Subsidiary having a book value of more than $250,000 as of the Companies as of June 30, 2016date hereof. (d) There are no existing agreements, options, commitments or rights with, of or to any Person (other than pursuant to this Agreement) to acquire any assets, properties or rights included in the Assets or any interest therein.

Title to Assets; Related Matters. (a) The Assets do not include, and neither Company ownsnone of the Companies own, any real property. (b) The office locations described on Schedule 3.5(b) sets forth a true, correct and complete list of all represent the only real estate used in connection with the Business and leased by any of the Companies. The Companies have the valid right to use each such premises pursuant to the leases applicable lease described on Schedule 3.5(b) (the “Office Leases”). (c) The tangible Assets constitute all of the tangible material assets used by the Companies necessary and sufficient to conduct the operations of the Business in accordance with each of the Companies’ past practices. The Companies have (and will convey to the Purchasers Purchaser at the Closing) good title to the Assets, free and clear of all Liens. All equipment and other items of tangible personal property and assets included in the Assets (i) are in good operating condition and in a state of good maintenance and repair, ordinary wear and tear excepted, (ii) are usable in the regular and ordinary course of business and (iii) conform in all material respects to all applicable laws, ordinances, codes, rules and regulationsregulations applicable thereto, and the Companies have no Knowledge of any defects or problems with any of the Assets. No Person other than the Companies owns any equipment or other tangible personal property or assets situated on the premises of the Companies which are necessary to the operation of the Business, except for the leased items that are subject to personal property leases. Schedule 3.5(c) sets forth a true, correct and complete list and general description of each item of machinery, equipment and other tangible personal property of each of the Companies as and having a net book value of June 30, 2016more than $1,000. (d) There are no existing agreements, options, commitments or rights with, of or to any Person (other than pursuant to this Agreement) to acquire any assets, properties or rights included in the Assets or any interest therein.

Title to Assets; Related Matters. (a) The Assets do not include4.7.1 Purchaser has good and valid title, and neither Company ownsa valid leasehold interest in, any real property. (b) Schedule 3.5(b) sets forth or a truevalid License for, correct and complete list of all real estate used in connection with the Business and leased by the Companies. The Companies have the valid right to use such premises pursuant to the leases described on Schedule 3.5(b) (the “Office Leases”). (c) The tangible Assets constitute all of the tangible material property and assets owned, leased, Licensed, operated or used by the Companies to conduct the operations of the Business in accordance with each of the Companies’ past practices. The Companies have (and will convey to the Purchasers at the Closing) good title to the AssetsPurchaser, free and clear of all Liens. , except Permitted Liens. 4.7.2 All material equipment and other items of tangible personal property and assets included in owned, leased, licensed, operated or used by the Assets Purchaser and its Subsidiaries (i) are in good sufficient operating condition and in a state of good sufficient maintenance and repairrepair to be in accordance with normal industry practice, ordinary wear and tear excepted, (ii) were acquired and are usable in the regular and ordinary course Ordinary Course (for the purposes of business this ARTICLE IV, each reference to Ordinary Course shall mean the definition of “Ordinary Course” herein, substituting a reference to the Purchaser for each reference to the Company Parties), and (iii) conform in all material respects to all applicable lawsLaws applicable thereto, ordinancesexcept where the failure to fulfill one of the following would be reasonably likely to have a Material Adverse Effect on the Purchaser. Purchaser has no Knowledge of any material defect or problem with any of such equipment, codestangible personal property or assets other than ordinary wear and tear. Except for leased items that are subject to personal property leases, rules and regulations. No no Person other than the Companies Purchaser and its Subsidiaries owns any material equipment or other tangible personal property or assets situated on the premises of the Companies which Purchaser and its Subsidiaries. 4.7.3 No Shareholder, Representative, or Affiliate of Purchaser owns, Leases, or holds any material assets or property (tangible or intangible) that are necessary to currently being used in connection with the operation business of the Business, except for the leased items that are subject to personal property leases. Purchaser and its Subsidiaries. 4.7.4 Schedule 3.5(c) 4.7.4 sets forth a truelisting of all (a) material equipment and assets owned, correct leased, Licensed, operated or used by the Purchaser in its respective operations; and complete list and general description of each item of machinery(b) all automobiles, trucks, automotive equipment and other tangible personal property vehicles owned, leased or used by the Purchaser and its Subsidiaries in their respective operations, in each case whose value exceeds the amount of each of the Companies as of June 30, 2016One Hundred Thousand Dollars (USD $100,000). (d) There are no existing agreements, options, commitments or rights with, of or to any Person (other than pursuant to this Agreement) to acquire any assets, properties or rights included in the Assets or any interest therein.