Common use of Title to Assets; Sufficiency Clause in Contracts

Title to Assets; Sufficiency. Except as set forth on Schedule 4.9, the Company holds good and marketable title to all of its property and assets, free and clear of any Liens, except Permitted Liens. No Person other than the Company has any right or interest in the assets of the Company, including the right to grant interests in the assets to third parties. The assets owned or leased by the Company are all those assets necessary to conduct the Business as presently conducted and will allow Buyer to continue to operate the Business in substantially the same manner immediately following the Closing Date. The equipment, machinery, fixtures, vehicles, computer hardware and furniture owned, leased or used by the Company is in good repair and operating condition (subject to ordinary wear and tear), and is suitable for the purposes for which it is used, and has been maintained in all material respects in accordance with the applicable manufacturer’s suggested maintenance procedures. All accounts and notes receivable of the Company represent amounts receivable for goods actually delivered or services actually provided (or in the case of notes and non-trade receivables, represent amounts in respect of other bona fide business transactions), to the Knowledge of the Company, are not subject to any defenses, counterclaims or rights of set off, have been billed and are generally due and payable within 30 days after billing, and subject to reasonable write-offs consistent with the prior experience of the company, will be fully collectible in the Ordinary Course of Business.

Title to Assets; Sufficiency. Except as set forth on Schedule 4.9, the The Company holds good and marketable title to all of its property and assets, free and clear of any Liens, except Permitted LiensLiens and Liens to be released pursuant to a lien release filed in conjunction with a payoff of Indebtedness at the Closing. No Person other than the Company has any right or interest in the assets of the Company, including the right to grant interests in the assets to third parties. Subject to any tangible assets in transit, all of the tangible assets are at the Company’s locations and not in possession of unrelated parties. The assets owned or leased by the Company are all those assets reasonably necessary to conduct the Business as presently immediately conducted prior to Closing and will allow Buyer to continue to operate the Business in substantially the same manner immediately following the Closing Date. The equipment, machinery, fixtures, vehicles, computer hardware and furniture owned, leased or used by the Company is in good repair and operating condition (subject to ordinary wear and tear), and is suitable for the purposes for which it is used, and and, to the Knowledge of Equity Holders, has been maintained in all material respects in accordance with the applicable manufacturer’s suggested maintenance procedures. All accounts and notes receivable of the Company represent amounts receivable for goods actually delivered or services actually provided (or in the case of notes and non-trade receivables, represent amounts receivable in respect of other bona fide business transactions), to the Knowledge of the Company, are not subject to any defenses, counterclaims or rights of set set-off, have been billed and are generally due and payable within 30 days after billing, and subject to reasonable write-offs consistent with the prior experience of the company, will be are fully collectible in the Ordinary Course of Business.