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

Title to Assets; Related Matters. (a) As of the date hereof, the Company and its Subsidiaries own or have a valid leasehold interest in, all of their respective tangible personal property and tangible assets, free and clear of all Encumbrances, except Permitted Encumbrances. All equipment and other items of tangible personal property and tangible assets of the Company and its Subsidiaries (a) are in normal operating condition and capable of being used for their intended purposes, ordinary wear and tear excepted and (b) are usable in the ordinary course of business, except in each of cases (a) and (b) as would not reasonably be expected to result in a Material Adverse Effect. (b) As of the date hereof, the tangible assets of the Company and its Subsidiaries include all of the material tangible assets that are adequate and sufficient to operate the business of the Company and its Subsidiaries in the same manner immediately after the Closing as was operated by the Company and its Subsidiaries on the date of this Agreement. (c) Neither the Company nor the Subsidiaries lease personal property with a value of Twenty Five Thousand Dollars ($25,000) or more. As of the date hereof, tangible assets leased by the Company or its Subsidiaries are free from material patent defects, and, to the Knowledge of the Company, material latent defects, and are reasonably suitable for the purposes for which they are currently being used by the Company or its Subsidiaries. (d) There are no conditions affecting any such tangible property or assets, or, to the Knowledge of the Company, developments currently existing which, individually or in the aggregate, would reasonably be expected to materially detract from the value of such tangible property or assets, or materially interfere with the use of any such tangible property or assets. (e) Notwithstanding anything in this Agreement to the contrary, certain assets of the Company listed on Schedule 4 hereto shall be distributed by the Company or its Subsidiaries to one or more of the Sellers at or prior to Closing (the “Excluded Assets”).

Title to Assets; Related Matters. (a) As Except as set forth on Schedule 3.5(a) of the date hereofDue Diligence Memorandum, the Company and its Subsidiaries own or have a good, marketable and valid leasehold interest in, title to all of their respective tangible personal property and tangible assetsthe Properties reflected in the Financial Statements as being owned by them, free and clear of all EncumbrancesLiens, except for Permitted EncumbrancesLiens. All equipment Except as set forth on Schedule 3.5(a) of the Due Diligence Memorandum, the Company and other its Subsidiaries have a valid and enforceable right to use all tangible items of tangible personal property leased by or licensed to them (other than personal property subject to Financing Contracts), free and clear of all Liens, except for Permitted Liens. (b) The tangible assets of the Company and its Subsidiaries Subsidiaries: (ai) are generally in normal good operating condition and capable in a state of being used for their intended purposesgood maintenance and repair, ordinary wear and tear excepted and excepted; (bii) are usable in the regular and ordinary course of business; and (iii) materially conform to all applicable Laws, ordinances, codes, rules and regulations applicable thereto. No Person, other than the Company or one of its Subsidiaries owns any equipment or other tangible personal property or assets situated on its premises which are necessary to the operation of the business of the Company and its Subsidiaries, except in each of cases (afor the leased items that are subject to personal property leases. Schedule 3.5(b) and (b) as would not reasonably be expected to result in a Material Adverse Effect. (b) As of the date hereofDue Diligence Memorandum sets forth a true, correct and complete list of the tangible fixed assets of the Company and its Subsidiaries include all reflected on the balance sheet of the material tangible assets that Company and its Subsidiaries as of the Latest Balance Sheet Date. The building, structures and equipment of the Company and its Subsidiaries are adequate and sufficient to operate for the continued conduct of the business of the Company and its Subsidiaries after the Closing in substantially the same manner immediately after in which the Closing as business was operated by or through LFC or the Company and its Subsidiaries on RCC Parties, as applicable, prior to the effective date of this the Contribution Agreement. (c) Neither This Section 3.5 does not relate to intellectual property matters, which are the Company nor the Subsidiaries lease personal property with a value subject of Twenty Five Thousand Dollars ($25,000) or more. As of the date Section 3.17 hereof, tangible assets leased by the Company or its Subsidiaries are free from material patent defects, and, to the Knowledge of the Company, material latent defects, and are reasonably suitable for the purposes for which they are currently being used by the Company or its Subsidiaries. (d) There are no conditions affecting any such tangible property or assets, or, to the Knowledge of the Company, developments currently existing which, individually or in the aggregate, would reasonably be expected to materially detract from the value of such tangible property or assets, or materially interfere with the use of any such tangible property or assets. (e) Notwithstanding anything in this Agreement to the contrary, certain assets of the Company listed on Schedule 4 hereto shall be distributed by the Company or its Subsidiaries to one or more of the Sellers at or prior to Closing (the “Excluded Assets”).

Title to Assets; Related Matters. (a) As of The Company has and hereby conveys to the date hereof, Purchaser good and marketable title to the Company and its Subsidiaries own or have a valid leasehold interest in, all of their respective tangible personal property and tangible assetsAssets, free and clear of all EncumbrancesLiens except for Permitted Liens. (b) Except for sales, marketing, personnel and other assets and functions that have been apparent or otherwise disclosed to Purchaser during its due diligence investigation of the Railroad Segment Business, the Assets, together with the assets and services contemplated by the Service Agreement and the Manufacturing Agreement, constitute all of the material assets that the Company is currently using or has used in the past to operate the Railroad Segment Business. Except for any and all matters that were known or revealed to Purchaser at any time during the due diligence investigation of Seller, XxXxxxx, the Assets or the Railroad Segment Business that was conducted by or on behalf of Purchaser prior to the closing of the transaction contemplated by this Agreement, and except Permitted Encumbrances. for the Intellectual Property and Technology set forth and described in Exhibit 2.2(c) of this Agreement (respectively, the "Intellectual Property" and "Technology"), the Company has no Knowledge of any material additional technology-related requirement that Purchaser will be required to obtain in order to operate the Railroad Segment Business in the same manner as the Company has operated the Railroad Segment Business. (c) All inventory, equipment and other items of tangible personal property and tangible assets of included in the Company and its Subsidiaries Assets (ai) are in normal good operating condition and capable in a state of being used for their intended purposesgood maintenance and repair, ordinary wear and tear excepted and excepted, (bii) are usable in the regular and ordinary course of businessbusiness and (iii) except as described in Schedule 4.4(c), conform in all material respects to all applicable laws, ordinances, codes, rules and regulations applicable thereto, and the Company has no Knowledge of any material defects or problems with any of such intangible assets. The Inventory consists of items that are good and merchantable within normal trade tolerances, and is of a quality and quantity presently usable or saleable in the ordinary course of business of the Company (subject to applicable reserves). (d) To the Knowledge of the Company, except as described in each Schedule 4.4(d), there are no developments affecting any of cases the Assets (apending 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. (e) Except as described on Schedule 4.4(e) and for (bi) as would any and all matters that were known or revealed to Purchaser at any time during the due diligence investigation of Seller, XxXxxxx, the Assets or the Railroad Segment Business that was conducted by or on behalf of Purchaser prior to the closing of the transactions contemplated by this Agreement, and (ii), any and all matters that may not reasonably be expected to result in have a Material Adverse Effect. (b) As Affect or to materially impede or obstruct the use by Purchaser of the date hereof, the tangible assets of the Company Intellectual Property and its Subsidiaries include all of the material tangible assets that are adequate and sufficient to operate the business of the Company and its Subsidiaries Technology in the same manner immediately after as the Closing as was operated by Company: (A) the Company is the owner of the entire right, title and its Subsidiaries on interest in and to the date of this Agreement.Intellectual Property and Technology; (cB) Neither the Company nor the Subsidiaries lease personal property with a value of Twenty Five Thousand Dollars ($25,000) or more. As of the date hereof, tangible assets leased by the Company or its Subsidiaries are free from material patent defects, and, to the Knowledge of the Company, material latent defectsthe Intellectual Property and Technology are a unique compilation of ideas, information, know-how and are reasonably suitable techniques and neither the Intellectual Property and Technology, nor any identical compilation of ideas, information, know-how and techniques, has been developed, copied or originated by anyone other than the Company or its predecessors in interest; (C) the Company owns the Intellectual Property and Technology outright, free and clear of any and all liens, licenses, or transfer agreements; (D) the Company has no Knowledge of any claim of infringement of any third party's intellectual property arising from any manufacture, use sale, offer for the purposes for which they are currently being used sale or importation of any product or process by the Company or its Subsidiariespredecessors ; (E) the Company has no Knowledge of any asserted or unasserted claim or demand which the Company believes is of probable validity or enforceability against the Intellectual Property and Technology, or which could or would impede or interfere with the rights acquired by Purchaser pursuant to this Agreement; (F) the Company has no Knowledge of any infringement of the Intellectual Property as a result of any manufacture, use, sale, offer for sale or importation of any product or process by any third party; (G) the Company has no Knowledge of any other product on the market or in development that utilizes the identical unique compilation of ideas, information, know-how and techniques that is the Intellectual Property and Technology; and (H) the Company has obtained all required consents and assignments, and has full right, power and authority to grant, sell, assign, transfer and deliver the Intellectual Property and Technology to Purchaser in accordance with this Agreement (I) to the knowledge of the Company, the Company has taken reasonable steps to maintain in confidence all of the software, trade secrets, and other confidential information of the Intellectual Property and Technology. (df) There are no conditions affecting any such tangible property or assets, or, to To the Knowledge of the Company, developments currently existing which, individually each of the products produced or sold by the Company to end users in the aggregate, would reasonably be expected to materially detract from the value of such tangible property or assets, or materially interfere connection with the use Railroad Segment Business ("Railroad Segment Business Products") is, and at all times up to and including the date of the execution of this Agreement has been, in material compliance with all applicable federal, state, local and foreign laws and regulations. Except as set forth on Schedule 4.4(f): (i) the Company has no Knowledge of any such tangible property facts or assets. (e) Notwithstanding anything in this Agreement matters that would cause the Company to the contrary, certain assets conclude that any of the Company listed on Schedule 4 hereto shall Railroad Segment Business Products is not fit for the ordinary purpose for which it was intended to be distributed used or did not conform in all material respects to any promises or affirmations of fact that were made by the Company or XxXxxxx on the container or label for such product or in connection with its Subsidiaries sale; (ii) the Company has no Knowledge of any material design defect with respect to one or more any of the Sellers at or prior Railroad Segment Business Products; and (iii) the Company has no Knowledge that any of the Railroad Segment Business Products have failed to Closing (the “Excluded Assets”)contain adequate warnings, presented in a reasonably prominent manner, in accordance with applicable laws, rules and regulations and current industry practice with respect to its contents and use.

Title to Assets; Related Matters. (a) As The assets owned and leased by the Company and its Subsidiaries constitute all of the date hereofmaterial assets used in connection with the Business. Except as set forth on Schedule 5.6, the Company and its Subsidiaries own have good and valid title to, or have a valid leasehold interest in, all of their respective tangible personal property and tangible assets, free and clear of all Encumbrances, Liens except Permitted EncumbrancesLiens. All equipment and other items of tangible personal property and tangible assets of the Company and its Subsidiaries that are material to the conduct of the Business as currently conducted (a) are in normal sufficiently good operating condition and capable in a state of being used for their intended purposesadequate maintenance and repair, ordinary wear and tear excepted and excepted, (b) are usable suitable for their intended use by the Company and its Subsidiaries in the regular and ordinary course of businessbusiness as currently conducted and (c) conform to all applicable Laws in all material respects. The Company has no Knowledge of any material defect with respect to any such equipment that is material to the operation of the Business, the Company or any of its Subsidiaries, other than ordinary wear and tear. Except as set forth on Schedule 5.6 (x) 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 of its Subsidiaries, except in each for the leased items that are subject to personal property leases, (y) no items of cases (a) equipment or tangible personal property of any Person other than the Company and its Subsidiaries are being held for sale or consignment by the Company or otherwise at the Real Property and (bz) as would not reasonably be expected to result in a Material Adverse Effect. (b) As all equipment and other items of the date hereof, the tangible personal property and assets of the Company and its Subsidiaries include all of are located at the material tangible Real Property (other than Inventory in transit), and no such assets that are adequate and sufficient to operate the business of being held for sale or consignment by any Person other than the Company and its Subsidiaries. Except as set forth on Schedule 5.6, since December 31, 2012, none of the Company or any of its Subsidiaries has sold, transferred or disposed of any assets, other than in the same manner immediately after ordinary course of business and other than the Closing as was disposal of unusable or obsolete assets and other assets of immaterial amounts in the ordinary course of business. Schedule 5.6 sets forth a true, correct and complete list and general description of each item of tangible personal property of the Company or any of its Subsidiaries. Such list shall identify those items of personal property that (i) have a book value of more than $50,000, (ii) have a certificate of title or other instrument of transfer or (iii) are stored, maintained or otherwise held at a location other than the Real Property, other than (x) Inventory in transit and (y) Inventory distributed under the Premier Value brand in the approximate amount of $250,000 and stored at a facility operated by the Company and its Subsidiaries on the date of this AgreementXxxxxxx Group. (c) Neither the Company nor the Subsidiaries lease personal property with a value of Twenty Five Thousand Dollars ($25,000) or more. As of the date hereof, tangible assets leased by the Company or its Subsidiaries are free from material patent defects, and, to the Knowledge of the Company, material latent defects, and are reasonably suitable for the purposes for which they are currently being used by the Company or its Subsidiaries. (d) There are no conditions affecting any such tangible property or assets, or, to the Knowledge of the Company, developments currently existing which, individually or in the aggregate, would reasonably be expected to materially detract from the value of such tangible property or assets, or materially interfere with the use of any such tangible property or assets. (e) Notwithstanding anything in this Agreement to the contrary, certain assets of the Company listed on Schedule 4 hereto shall be distributed by the Company or its Subsidiaries to one or more of the Sellers at or prior to Closing (the “Excluded Assets”).