Common use of Title to Assets; Sufficiency Clause in Contracts

Title to Assets; Sufficiency. (a) Except as set forth in Section 3.14(a) of the Disclosure Schedule, the Target Companies have good and valid title to, or a valid leasehold or licensed interest in, all material assets and properties used in the conduct of the business of the Target Companies, in each case free and clear of all Liens other than Permitted Liens. The assets of the Target Companies include all the tangible assets that are used in the operations of the Target Companies as presently conducted and are adequate in all material respects to conduct the business of the Target Companies as presently conducted. All such assets of the Target Companies are in good operating condition and repair, normal wear and tear excepted, and constitute all of those assets necessary to conduct the Company’s business as presently conducted in all material respects. (b) The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property that are material to the operation of the Target Companies are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put in all material respects, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost to the Target Companies. (c) Except as set forth in Section 3.14(c) of the Disclosure Schedule, immediately following the consummation of the Transactions, the Target Companies will own or have the right to use all material assets (whether tangible, intangible or mixed) reasonably necessary for the continued conduct of the business of the Target Companies in the same manner as conducted immediately prior to the Closing.

Title to Assets; Sufficiency. (a) Except as set forth in Section 3.14(aon Schedule 3.10(a) of the Company Disclosure ScheduleLetter, the Target Companies have Company has good and valid marketable title toor sufficient right to use, or a valid leasehold or licensed interest infree and clear of all Encumbrances (other than Permitted Encumbrances and other than restrictions on transfers arising under the Securities Act and applicable state securities Laws), to all material of its assets and properties used in the conduct operation of its business (including those shown on the Company Balance Sheet and all of the business of assets purchased or otherwise acquired by the Target Companies, Company since the Balance Sheet Date (except in each case free for assets and clear properties disposed of all Liens other than Permitted Liens. The assets of since the Target Companies include all the tangible assets that are used Balance Sheet Date in the operations ordinary course of the Target Companies as presently conducted and are adequate in all material respects to conduct the business of the Target Companies as presently conducted. All such assets of the Target Companies are in good operating condition and repair, normal wear and tear excepted, and constitute all of those assets necessary to conduct the Company’s business as presently conducted in all material respectsbusiness)). (b) The buildings, plants, structures, furniture, fixtures, machinery, building systems (and all components thereof), equipment, vehicles and other items of tangible personal property that are material to used by the operation of the Target Companies Company are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put in all material respectsput, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost to the Target Companiescost. (c) Except as set forth in Section 3.14(con Schedule 3.10(c) of the Company Disclosure ScheduleLetter, immediately following the consummation of the TransactionsStock Purchase, the Target Companies Company will own or have the right to use all material assets (whether tangible, intangible or mixed) reasonably necessary for the continued conduct of the Company’s business of after the Target Companies Closing in the same manner as conducted immediately prior to the ClosingClosing (except in each case for any assets disposed of in the ordinary course of business). All such assets are in good and usable condition, ordinary wear and tear excepted, and constitute all of those assets necessary to conduct the Company’s business as presently conducted (except in each case for any assets disposed of in the ordinary course of business).