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 Superfly's and Seller's past practices and as presently planned to be conducted by Purchaser, except as specifically set forth in the definition of Excluded Assets. Seller has and is conveying good and marketable title to the Assets, free and clear of all Liens other than Permitted Liens. 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 applicable thereto, and each of Superfly and Seller has no Knowledge of any material defects or problems with any of the Assets. Seller owns, leases or licenses all of the Assets and neither Superfly nor Seller or Affiliate of Superfly other than Seller has any rights with respect to the Assets. No Person other than 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 the end of the period covered by the Unaudited Financial Statements, Seller has not sold, transferred or disposed of any assets related to the Business except in the ordinary course of the Business. 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 Superfly's Parent’s and Seller's 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. Seller has Except as set forth in Schedule 4.5, the Sellers have (and is conveying will convey to the Purchaser at the Closing) good and marketable title to the Assets, free and clear of all Liens other than Permitted LiensEncumbrances. 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 laws, ordinances, codes, rules and regulations applicable thereto, and each of Superfly the Parent and Seller has Sellers have no Knowledge of any material defects or problems with any of the Assets. Seller ownsThe Sellers own, leases lease or licenses license all of the Assets and neither Superfly Parent nor any Seller or Affiliate of Superfly Parent other than Seller 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 end of the period covered by the “Unaudited Financial StatementsBalance Sheet Date”), neither Seller has not sold, transferred or disposed of any assets related to 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 except in by the ordinary course Sellers, the Parent or any Affiliate of the BusinessParent. 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 Superfly's and Seller's the Sellers’ past practices and as presently planned to be conducted by Purchaser, except the Sellers. Except as specifically set forth in Schedule 4.5, the definition of Excluded Assets. Seller has Sellers have (and is conveying will convey to the Purchaser at the Closing) good and marketable title to the Assets, free and clear of all Liens other than Permitted Liens. 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 Laws Laws, ordinances, codes, rules and regulations applicable thereto, and each of Superfly and Seller has . The Sellers have no Knowledge of any material failure of any of the Assets to conform to all applicable Laws, ordinances, codes, rules and regulations applicable thereto, or of any defects or problems with any of the Assets. Seller owns, leases or licenses all of the Assets ordinary wear and neither Superfly nor Seller or Affiliate of Superfly other than Seller has any rights with respect to the Assetstear excepted. No Person other than 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 September 30, 2012 (the end of “Latest Balance Sheet Date”), the period covered by the Unaudited Financial Statements, Seller has Sellers have not sold, transferred or disposed of any assets, except for the disposition of obsolete or useless assets related to and the Business except consumption of assets in the ordinary course of the Businessbusiness. 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. The Assets constitute all of the assets necessary and sufficient to conduct the operations of the Business in accordance with Superfly's and Seller's the Company’s past practices and as presently planned to be conducted by Purchaser, except the Company. Except as specifically set forth in Schedule 4.5, the definition of Excluded Assets. Seller Company has (and is conveying will convey to the Purchaser at the Closing) good and marketable title to the Assets, free and clear of all Liens other than Permitted Liens. 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 Laws Laws, ordinances, codes, rules and regulations applicable thereto, . The Company and each of Superfly and Seller has the Sellers have no Knowledge of any material failure of any of the Assets to conform to all applicable Laws, ordinances, codes, rules and regulations applicable thereto, or of any defects or problems with any of the Assets. Seller owns, leases or licenses all of the Assets ordinary wear and neither Superfly nor Seller or Affiliate of Superfly other than Seller has any rights with respect to the Assetstear excepted. No Person other than 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, 2009 (the end of “Latest Balance Sheet Date”), the period covered by the Unaudited Financial Statements, Seller Company has not sold, transferred or disposed of any assets, except for the disposition of obsolete or useless assets related to and the Business except consumption of assets in the ordinary course of the Businessbusiness. 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.