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

Title to Assets; Related Matters. The Assets constitute all of the assets necessary and sufficient to conduct the operations of the Business in accordance with Parent’s and each Sellers’ past practices and as presently planned to be conducted by the Purchaser, except as specifically set forth in the definition of Excluded Assets. Except as set forth in Schedule 4.5, the Sellers have (and will convey to the Purchaser at the Closing) good and marketable title to the Assets, free and clear of all Liens other than Permitted Encumbrances. All plants, buildings, structures, equipment and other items of tangible personal property and assets included in the Assets: (a) are in good operating condition and in a state of good maintenance and repair, ordinary wear and tear excepted, consistent with standards generally followed in the industry; (b) are usable in the regular and ordinary course of business; and (c) conform in all material respects to all applicable laws, ordinances, codes, rules and regulations applicable thereto, and the Parent and Sellers have no Knowledge of any material defects or problems with any of the Assets. The Sellers own, lease or license all of the Assets and neither Parent nor any Seller or Affiliate of Parent other than the Sellers has any rights with respect to the Assets. No Person other than either Seller owns any equipment or other tangible personal property or assets either which are necessary to the operation of, or have been used or held for use in the operation of, the Business, except for the leased items that are subject to personal property leases. Since December 31, 2007 (the “Unaudited Balance Sheet Date”), neither Seller has sold, transferred or disposed of any assets. Schedule 4.5 sets forth a true, correct and complete list and general description of each material item of tangible personal property used or held for use in connection with the Business by the Sellers, the Parent or any Affiliate of Parent. There are no developments affecting any of the Assets pending or threatened, which might materially detract from the value, materially interfere with any present or intended use or materially adversely affect the marketability of such Assets.

Title to Assets; Related Matters. The Assets constitute all of the assets necessary and sufficient to conduct the operations of the Business in accordance with Parent’s Superfly's and each Sellers’ Seller's past practices and as presently planned to be conducted by the Purchaser, except as specifically set forth in the definition of Excluded Assets. Except as set forth in Schedule 4.5, the Sellers have (Seller has and will convey to the Purchaser at the Closing) is conveying good and marketable title to the Assets, free and clear of all Liens other than Permitted EncumbrancesLiens. All plants, buildings, structures, equipment and other items of tangible personal property and assets included in the Assets: (a) are in good operating condition and in a state of good maintenance and repair, ordinary wear and tear excepted, consistent with standards generally followed in the industry; (b) are usable in the regular and ordinary course of business; and (c) conform in all material respects to all applicable laws, ordinances, codes, rules and regulations Laws applicable thereto, and the Parent each of Superfly and Sellers have Seller has no Knowledge of any material defects or problems with any of the Assets. The Sellers ownSeller owns, lease leases or license licenses all of the Assets and neither Parent Superfly nor any Seller or Affiliate of Parent Superfly other than the Sellers Seller has any rights with respect to the Assets. No Person other than either Seller owns any equipment or other tangible personal property or assets either which are necessary to the operation of, or have been used or held for use in the operation of, the Business, except for the leased items that are subject to personal property leases. Since December 31the end of the period covered by the Unaudited Financial Statements, 2007 (the “Unaudited Balance Sheet Date”), neither Seller has not sold, transferred or disposed of any assets. Schedule 4.5 sets forth a true, correct and complete list and general description of each material item of tangible personal property used or held for use in connection with assets related to the Business by except in the Sellers, ordinary course of the Parent or any Affiliate of ParentBusiness. There are no developments affecting any of the Assets pending or threatened, which might materially detract from the value, materially interfere with any present or intended use or materially adversely affect the marketability of such Assets.

Title to Assets; Related Matters. The Assets constitute all of the assets necessary and sufficient to conduct the operations of the Business in accordance with Parent’s and each the Sellers’ past practices and as presently planned to be conducted by the Purchaser, except as specifically set forth in the definition of Excluded AssetsSellers. Except as set forth in Schedule 4.5, the Sellers have (and will convey to the Purchaser at the Closing) good and marketable title to the Assets, free and clear of all Liens other than Permitted EncumbrancesLiens. All plantsTo the Knowledge of the Sellers, buildings, structures, all equipment and other items of tangible personal property and assets included in the Assets: Assets (a) are in good operating condition and in a state of good maintenance and repair, ordinary wear and tear excepted, consistent with standards generally followed in the industry; , (b) are usable in the regular and ordinary course of business; business and (c) conform in all material respects to all applicable lawsLaws, ordinances, codes, rules and regulations applicable thereto. The Sellers have no Knowledge of any failure of any of the Assets to conform to all applicable Laws, ordinances, codes, rules and regulations applicable thereto, and the Parent and Sellers have no Knowledge or of any material defects or problems with any of the Assets. The Sellers own, lease or license all of the Assets ordinary wear and neither Parent nor any Seller or Affiliate of Parent other than the Sellers has any rights with respect to the Assetstear excepted. No Person other than either Seller the Sellers owns any equipment or other tangible personal property or assets either situated on the premises of the Sellers which are necessary to the operation of, or have been used or held for use in the operation of, of the Business, except for the leased items that are subject to personal property leases. Since December 31September 30, 2007 2012 (the “Unaudited Latest Balance Sheet Date”), neither Seller has the Sellers have not sold, transferred or disposed of any assets. Schedule 4.5 sets forth a true, correct except for the disposition of obsolete or useless assets and complete list and general description the consumption of each material item assets in the ordinary course of tangible personal property used or held for use in connection with the Business by the Sellers, the Parent or any Affiliate of Parentbusiness. There are no developments affecting any of the Assets pending or or, to the Knowledge of the Sellers, threatened, which might materially detract from the value, materially interfere with any present or intended use or materially adversely affect the marketability of such Assets.

Title to Assets; Related Matters. (i) The Assets constitute Seller has good, valid and marketable title (as measured in the context of their current uses) to, or, in the case of leased or subleased assets or other possessory interests, valid and subsisting leasehold or other possessory interests (as measured in the context of their current uses) in all of the assets necessary and sufficient Purchased Assets in order to conduct the operations of the Business in accordance with Parent’s and each Sellers’ past practices and as presently planned to be conducted by the Purchaser, except as specifically set forth in the definition of Excluded Assets. Except as set forth in Schedule 4.5, the Sellers have (and will convey to the Purchaser at the Closing) good and marketable title to the AssetsBusiness, free and clear of all Liens other than Permitted Encumbrances. All plants, buildings(ii) the Purchased Assets constitute all the assets and rights necessary for the operation of the Business as currently conducted, structures, equipment and other items of tangible personal property and assets included in (iii) the Assets: (a) are Equipment is in good operating condition and in a state of good maintenance and repair, ordinary normal wear and tear excepted, consistent and maintained in accordance with standards generally followed in industry practices taking into account the industry; age thereof, (biv) there are usable in no assets, properties or rights necessary to conduct the regular and ordinary course of business; Business as the same was conducted immediately prior to the date hereof that are owned by any Person other than the Seller which assets, properties or rights are not to be leased or licensed to Buyer under valid, current lease or license arrangements and (cv) conform in there are no contractual or legal restrictions to which the Seller is a party or by which the Equipment is otherwise bound that preclude or restrict the Seller’s ability to use the Equipment for the purposes for which it is currently being used. The Seller enjoys peaceful and undisturbed possession of all material respects to all applicable laws, ordinances, codes, rules Equipment. The Equipment and regulations applicable thereto, and other tangible assets owned or used by the Parent and Sellers Seller have no Knowledge known material defects. None of the Purchased Assets is subject to any material defects commitment or problems with other arrangement for its sale or use by the Seller, its Affiliates or third parties. The assets reflected on the December 31, 2005 Balance Sheet or acquired thereafter shall be valued on the books of the Seller at or below the actual cost less an adequate and proper depreciation charge. The Seller has not depreciated any of the Assets. The Sellers own, lease Purchased Assets on an accelerated basis (or license all in any other manner) inconsistent with applicable requirements of the Assets and neither Parent nor any Seller or Affiliate of Parent other than the Sellers has any rights with respect to the Assets. No Person other than either Seller owns any equipment or other tangible personal property or assets either which are necessary to the operation of, or have been used or held for use in the operation of, the Business, except for the leased items that are subject to personal property leases. Since December 31, 2007 (the “Unaudited Balance Sheet Date”), neither Seller has sold, transferred or disposed of any assets. Schedule 4.5 sets forth a true, correct and complete list and general description of each material item of tangible personal property used or held for use in connection with the Business by the Sellers, the Parent or any Affiliate of Parent. There are no developments affecting any of the Assets pending or threatened, which might materially detract from the value, materially interfere with any present or intended use or materially adversely affect the marketability of such AssetsCode.

Title to Assets; Related Matters. The Assets constitute all of the assets necessary and sufficient to conduct the operations of the Business in accordance with Parentthe Company’s and each Sellers’ past practices and as presently planned to be conducted by the Purchaser, except as specifically set forth in the definition of Excluded AssetsCompany. Except as set forth in Schedule 4.5, the Sellers have Company has (and will convey to the Purchaser at the Closing) good and marketable title to the Assets, free and clear of all Liens other than Permitted EncumbrancesLiens. All plantsTo the Knowlege of the Company, buildings, structures, all equipment and other items of tangible personal property and assets included in the Assets: Assets (a) are in good operating condition and in a state of good maintenance and repair, ordinary wear and tear excepted, consistent with standards generally followed in the industry; , (b) are usable in the regular and ordinary course of business; business and (c) conform in all material respects to all applicable lawsLaws, ordinances, codes, rules and regulations applicable thereto. The Company and the Sellers have no Knowledge of any failure of any of the Assets to conform to all applicable Laws, ordinances, codes, rules and regulations applicable thereto, and the Parent and Sellers have no Knowledge or of any material defects or problems with any of the Assets. The Sellers own, lease or license all of the Assets ordinary wear and neither Parent nor any Seller or Affiliate of Parent other than the Sellers has any rights with respect to the Assetstear excepted. No Person other than either Seller the Company owns any equipment or other tangible personal property or assets either situated on the premises of the Company which are necessary to the operation of, or have been used or held for use in the operation of, of the Business, except for the leased items that are subject to personal property leases. Since December 31, 2007 2009 (the “Unaudited Latest Balance Sheet Date”), neither Seller the Company has not sold, transferred or disposed of any assets. Schedule 4.5 sets forth a true, correct except for the disposition of obsolete or useless assets and complete list and general description the consumption of each material item assets in the ordinary course of tangible personal property used or held for use in connection with the Business by the Sellers, the Parent or any Affiliate of Parentbusiness. There are no developments affecting any of the Assets pending or or, to the Knowledge of the Company and the Sellers, threatened, which might materially detract from the value, materially interfere with any present or intended use or materially adversely affect the marketability of such Assets.