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

Title to Assets; Related Matters. (a) Except as set forth on Schedule 4.7(a), the Company and its Subsidiaries have good and valid title, a valid leasehold interest in, or a valid license for, all of the property and assets owned, leased, licensed, operated or used by the Company and its Subsidiaries, free and clear of all Liens, except Permitted Liens. (b) All material equipment and other items of tangible personal property and assets owned, leased, licensed, operated or used by the Company and its Subsidiaries (i) are in good operating condition and in a state of good maintenance and repair in accordance with normal industry practice, ordinary wear and tear excepted, (ii) were acquired and are usable in the Ordinary Course, (iii) conform to all applicable Laws applicable thereto. The Shareholder has no Knowledge of any material defect or problem with any of such equipment, tangible personal property or assets other than ordinary wear and tear. Except as set forth on Schedule 4.7(b) and except for leased items that are subject to personal property leases, no Person other than the Company or its Subsidiaries owns any equipment or other tangible personal property or assets situated on the premises of the Company or any Subsidiary. (c) Except as set forth on Schedule 4.7(c), neither the Shareholder nor any of its Affiliates (other than the Company and its Subsidiaries) owns or holds any assets or property (tangible or intangible) that are currently being used in connection with the business of the Company and its Subsidiaries.

Title to Assets; Related Matters. (a) Except as set forth on Schedule 4.7(a), the 4.8.1 Each Company and its Subsidiaries have Party has good and valid title, a valid leasehold interest in, or a valid license License for, all of the material property and assets owned, leased, licensedLicensed, operated or used by the such Company and its SubsidiariesParty, free and clear of all Liens, except Permitted Liens. (b) 4.8.2 All material equipment and other items of tangible personal property and assets owned, leased, licensed, operated or used by the Company Companies and its their Subsidiaries (i) are in good sufficient operating condition and in a state of good sufficient maintenance and repair to be in accordance with normal industry practice, ordinary wear and tear excepted, (ii) were acquired and are usable in the Ordinary Course, and (iii) conform to all applicable Laws applicable thereto, except where the failure to fulfill one of the following would be reasonably likely to have a Material Adverse Effect on the relevant Company. The Shareholder has Sellers have no Knowledge of any material defect or problem with any of such equipment, tangible personal property or assets other than ordinary wear and tear. Except as set forth on Schedule 4.7(b) and except for leased items that are subject to personal property leases, no Person other than the Company or its Companies and their Subsidiaries owns any material equipment or other tangible personal property or assets situated on the premises of the Company or any SubsidiaryCompanies and their Subsidiaries. (c) Except as set forth on Schedule 4.7(c), neither 4.8.3 Neither the Shareholder Sellers nor any of its their Affiliates (other than the Company Companies and its their Subsidiaries) owns or holds any material assets or property (tangible or intangible) that are currently being used in connection with the business of the Company Companies and its their Subsidiaries.

Title to Assets; Related Matters. (a) Except as set forth on Schedule 4.7(a), the 3.8.1 Each Company and its Subsidiaries have Party has good and valid title, a valid leasehold interest in, or a valid license License for, all of the material property and assets owned, leased, licensedLicensed, operated or used by the such Company and its SubsidiariesParty, free and clear of all Liens, except Permitted Liens. (b) 3.8.2 All material equipment and other items of tangible personal property and assets owned, leased, licensed, operated or used by the Company Companies and its their Subsidiaries (i) are in good sufficient operating condition and in a state of good sufficient maintenance and repair to be in accordance with normal industry practice, ordinary wear and tear excepted, (ii) were acquired and are usable in the Ordinary Course, and (iii) conform to all applicable Laws applicable thereto, except where the failure to fulfill one of the following would be reasonably likely to have a Material Adverse Effect on the relevant Company. The Shareholder has Sellers have no Knowledge of any material defect or problem with any of such equipment, tangible personal property or assets other than ordinary wear and tear. Except as set forth on Schedule 4.7(b) and except for leased items that are subject to personal property leases, no Person other than the Company or its Companies and their Subsidiaries owns any material equipment or other tangible personal property or assets situated on the premises of the Company or any SubsidiaryCompanies and their Subsidiaries. (c) Except as set forth on Schedule 4.7(c), neither 3.8.3 Neither the Shareholder Sellers nor any of its their Affiliates (other than the Company Companies and its their Subsidiaries) owns or holds any material assets or property (tangible or intangible) that are currently being used in connection with the business of the Company Companies and its their Subsidiaries.