Common use of Title to, Condition and Sufficiency of Assets Clause in Contracts

Title to, Condition and Sufficiency of Assets. (a) The Acquired Companies have good and valid title to all of their tangible properties, and interests in tangible properties and assets, real and personal, reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date, or, with respect to leased properties and assets, valid leasehold interests in such properties and assets which afford the Acquired Companies valid leasehold possession of the properties and assets that are the subject of such leases, in each case, free and clear of all Encumbrances, except (i) Permitted Encumbrances incurred in the ordinary course of business consistent with past practice for obligations not past due, (ii) such imperfections of title and non-monetary Encumbrances as do not and will not detract from or interfere with the use of the properties subject thereto or affected thereby, or otherwise impair business operations involving such properties, (iii) Liens securing Indebtedness that are reflected on the Company Balance Sheet, and (iv) those that have otherwise arisen in the ordinary course which do not detract from the value of the property subject thereto or impair the operations of the Acquired Companies or the Business. The plant, property and equipment of the Acquired Companies that are used in the operations of the Business are (i) in good operating condition and repair, subject to normal wear and tear and (ii) not obsolete, dangerous or in need of renewal or replacement, except for renewal or replacement in the ordinary course of business, consistent with past practice. The Acquired Companies have adequate rights of ingress and egress into any real property used in the operation of the Business.

Title to, Condition and Sufficiency of Assets. (a) The Acquired Companies have Each of Purchaser and its Affiliates has good and valid title to to, or valid leasehold interests in, all of their tangible its properties, and interests in tangible properties and assets, real and personal, reflected on the Company Purchaser Balance Sheet or acquired after the Company Purchaser Balance Sheet DateDate (except properties and assets, or interests in properties and assets, sold or otherwise disposed of since the Purchaser Balance Sheet Date in the ordinary course of business consistent with past practice or assets that are otherwise not material to its business), or, with respect to leased properties and assets, valid leasehold interests in such properties and assets which that afford the Acquired Companies Purchaser valid leasehold possession of the properties and assets that are the subject of such leases, in each case, free and clear of all Encumbrances, except (i) Permitted Encumbrances incurred in the ordinary course of business consistent with past practice for obligations not past due, (ii) such imperfections of title and non-monetary Encumbrances as do not and will not detract from or interfere with the use of the properties subject thereto or affected thereby, or otherwise impair business operations involving such properties, and (iii) Liens liens securing Indebtedness indebtedness that are is reflected on the Company Purchaser Balance Sheet, and (iv) those that have otherwise arisen in the ordinary course which do not detract from the value of the property subject thereto or impair the operations of the Acquired Companies or the Business. The plant, property and equipment of the Acquired Companies Purchaser that are used in the operations of the Business their its businesses are (i) in good operating condition and repair, subject to normal wear and tear and (ii) not obsolete, dangerous or in need of renewal or replacement, except for renewal or replacement in the ordinary course of business, consistent with past practice. The Acquired Companies have Schedule 4.10(a) of the Purchaser Disclosure Letter identifies each parcel of real property leased by Purchaser. Purchaser has adequate rights of ingress and egress into any real property used in the operation of the Businesstheir respective businesses. None of Purchaser or its Affiliates owns any real property.

Title to, Condition and Sufficiency of Assets. (a) The Acquired Companies have Company has good and valid title to to, or valid leasehold interests in, all of their tangible its properties, and interests in tangible properties and assets, real and personal, reflected on the Company Balance Sheet or acquired after the Company Balance Sheet DateDate (except properties and assets, or interests in properties and assets, sold or otherwise disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practice or assets that are otherwise not material to its business), or, with respect to leased properties and assets, valid leasehold interests in such properties and assets which that afford the Acquired Companies Company valid leasehold possession of the properties and assets that are the subject of such leases, in each case, free and clear of all Encumbrances, except (i) Permitted Encumbrances incurred in the ordinary course of business consistent with past practice for obligations not past due, (ii) such imperfections of title and non-monetary Encumbrances as do not and will not detract from or interfere with the use of the properties subject thereto or affected thereby, or otherwise impair business operations involving such properties, (iii) Liens liens securing Indebtedness indebtedness that are is reflected on the Company Balance Sheet, Sheet and (iv) those that have otherwise arisen in the ordinary course which do not detract from the value as stated on Schedule 2.9(a) of the property subject thereto or impair the operations of the Acquired Companies or the BusinessCompany Disclosure Letter. The plant, property and equipment of the Acquired Companies Company that are used in the operations of the Business their its businesses are (i) in good operating condition and repair, subject to normal wear and tear and (ii) not obsolete, dangerous or in need of renewal or replacement, except for renewal or replacement in the ordinary course of business, consistent with past practice. Schedule 2.9(a) of the Company Disclosure Letter identifies each parcel of real property leased by the Company. The Acquired Companies have Company has adequate rights of ingress and egress into any real property used in the operation of their respective businesses. The Company has heretofore provided to Purchaser’s counsel true, correct and complete copies of all leases, subleases and other agreements under which the BusinessCompany uses or occupies or has the right to use or occupy, now or in the future, any real property or facility, including all modifications, amendments and supplements thereto. The Company does not currently own any real property.

Title to, Condition and Sufficiency of Assets. (a) The Acquired Companies have Company has good and valid title to all of their its tangible properties, and interests in tangible properties and assets, real and personal, reflected on the Company Balance Sheet or acquired after the Company Balance Sheet DateDate (except properties and assets, or interests in properties and assets, sold or otherwise disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practice), or, with respect to leased properties and assets, valid leasehold interests in such properties and assets which afford the Acquired Companies Company valid leasehold possession of the properties and assets that are the subject of such leases, in each case, free and clear of all Encumbrances, except (i) Permitted Encumbrances incurred in the ordinary course of business consistent with past practice for obligations not past due, (ii) such imperfections of title and non-monetary Encumbrances as do not and will not detract from or interfere with the use of the properties subject thereto or affected thereby, or otherwise impair business operations involving such properties, (iii) Liens securing Indebtedness that are reflected on the Company Balance Sheet, and (iv) those that have otherwise arisen in the ordinary course which do not detract from the value of the property subject thereto or impair the operations of the Acquired Companies Company or the Business. The plant, property and equipment of the Acquired Companies Company that are used in the operations of the Business are (i) in good operating condition and repair, subject to normal wear and tear and (ii) not obsolete, dangerous or in need of renewal or replacement, except for renewal or replacement in the ordinary course of business, consistent with past practice. The Acquired Companies have Company has adequate rights of ingress and egress into any real property used in the operation of the Business.