Common use of Title to Properties; Encumbrances; Condition Clause in Contracts

Title to Properties; Encumbrances; Condition. Except as set forth in Schedules 4.9 or 4.10, and except for properties and assets reflected in the Financial Statements or acquired since the Balance Sheet Date which have been sold or otherwise disposed of in the ordinary course of business, Sellers have good and valid title to the Assets, in each case subject to no Encumbrances except for (a) Encumbrances consisting of easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto that do not materially detract from the value of, or materially impair the use of, such property by Sellers in the operation of the Business, (b) Encumbrances for current taxes, assessments or governmental charges or levies on property not yet due or delinquent, (c) Encumbrances created by Purchaser, and (d) Encumbrances relating to Assumed Obligations (liens of the type described in clauses (a), (b), (c) and (d) above are hereinafter sometimes referred to as "Permitted Encumbrances"). Sellers have heretofore furnished Purchaser with a fixed asset ledger, which sets forth all fixed assets owned by Sellers as of the Balance Sheet Date. Sellers and the Shareholders are not aware of any defects in such assets that would have a Material Adverse Effect on the ability of Purchaser to use such assets in the Business, ordinary wear and tear excepted.

Title to Properties; Encumbrances; Condition. Except as set forth in Schedules 4.9 or 4.10, and except for properties and assets reflected in the Financial Statements or acquired since the Balance Sheet Date which have been sold or otherwise disposed of in the ordinary course of business, Sellers have SWD has good and valid title to the Assets, in each case subject to no Encumbrances Encumbrances, except for (a) Encumbrances consisting of easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto that do not materially detract from the value of, or materially impair the use of, such property by Sellers SWD in the operation of the Business, (b) Encumbrances for current taxes, assessments or governmental charges or levies on property not yet due or delinquent, (c) Encumbrances created by Purchaserany of the Castle Entities, and including but not limited to Encumbrances created in accordance with the provisions of this Agreement; and, (d) Encumbrances relating to Assumed Obligations (liens of the type described in clauses (a), (b), (c) and (d) above are or hereinafter sometimes referred to as "Permitted Encumbrances"). Sellers have SWD has heretofore furnished Purchaser the Castle Entities with a fixed asset ledger, ledger which sets forth all fixed assets owned by Sellers SWD as of the Balance Sheet Date. Sellers SWD and the Shareholders Member are not aware of any defects in such assets that would have a Material Adverse Effect on the ability of Purchaser the Castle Entities to use such assets in the Business, ordinary wear and tear excepted.

Title to Properties; Encumbrances; Condition. Except as set forth in Schedules 4.9 or 4.10on Schedule 4.9, and except for properties and assets reflected in the Company Financial Statements or acquired since the Closing Balance Sheet Date which have been sold or otherwise disposed of in the ordinary course of business, Sellers have the Company has good and valid title to the Assetsits assets, in each case subject to no Encumbrances except for (ai) Encumbrances consisting of easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto that do not materially detract from the value of, or materially impair the use of, such property by Sellers the Company in the operation of the Business, (bii) Encumbrances for current taxes, assessments or governmental charges or levies on property not yet due or delinquent, (ciii) Encumbrances created by Purchaser, and or (div) Encumbrances relating which would not reasonably be expected to Assumed Obligations have a Material Adverse Effect on the Company (liens Encumbrances of the type described in clauses (ai), (bii), (ciii) and (div) above are hereinafter sometimes referred to as "Permitted Encumbrances"). Sellers have The Company has heretofore furnished Purchaser with a fixed asset ledger, ledger which sets forth all fixed assets owned by Sellers the Company as of the Closing Balance Sheet Date. Sellers To the knowledge of the Company and the Shareholders Shareholder, there are not aware of any no defects in such assets that would have a Material Adverse Effect on the ability of Purchaser to use such assets in the ordinary course of its Business, ordinary wear and tear excepted.

Title to Properties; Encumbrances; Condition. Except as set forth in Schedules 4.9 or 4.10Schedule 4.9, and except for properties and assets reflected in the Financial Statements or acquired since the Balance Sheet Date which have been sold or otherwise disposed of in the ordinary course of business, Sellers have Seller has good and valid title to the Assets, in each case subject to no Encumbrances except for (a) Encumbrances consisting of easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto that do not materially detract from the value of, or materially impair the use of, such property by Sellers in the operation of the Business, (bi) Encumbrances for current taxes, assessments or governmental charges or levies on property not yet due or delinquent, (cii) Encumbrances created by Purchaser, and (diii) Encumbrances relating to Assumed Obligations and (iv) landlord's rights to improvements under certain real property leases (liens of the type described in clauses (ai), (b), ii) (ciii) and (div) above are hereinafter sometimes referred to as "Permitted Encumbrances"). Sellers have Seller has heretofore furnished Purchaser with a fixed asset ledger, ledger which sets forth all fixed assets owned by Sellers Seller as of the Balance Sheet Date. Sellers Seller and the Shareholders are not aware of any defects in such assets that would have a Material Adverse Effect material adverse effect on the ability of Purchaser to use such assets in the Business, ordinary wear and tear excepted.

Title to Properties; Encumbrances; Condition. Except as set forth in Schedules 4.9 or 4.10, and except for properties and assets reflected in the Financial Statements or acquired since the Balance Sheet Date which have been sold or otherwise disposed of in the ordinary course of business, Sellers CDC Texas and Castle PC have good and valid title to the their respective Assets, in each case subject to no Encumbrances Encumbrances, except for (a) Encumbrances consisting of easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto that do not materially detract from the value of, or materially impair the use of, such property by Sellers Seller in the operation of the Business, (b) Encumbrances for current taxes, assessments or governmental charges or levies on property not yet due or delinquent, (c) Encumbrances created by Purchaser, and including but not limited to Encumbrancees created in accordance with the provisions of this Agreement; and, (d) Encumbrances relating to Assumed Obligations (liens of the type described in clauses (a), (b), (c) and (d) above are or hereinafter sometimes referred to as "Permitted Encumbrances"). Sellers have Seller has heretofore furnished Purchaser with a fixed asset ledger, ledger which sets forth all fixed assets owned by Sellers Seller as of the Balance Sheet Date. Sellers and the Shareholders are Seller is not aware of any defects in such assets that would have a Material Adverse Effect on the ability of Purchaser to use such assets in the Business, ordinary wear and tear excepted.