Common use of Title To Properties; Shares; Encumbrances Clause in Contracts

Title To Properties; Shares; Encumbrances. The Company owns no real property. The Company owns, subject only to the matters permitted by the following sentence) all of the assets (whether tangible or intangible) that they purport to own located in the facilities operated by the Company or reflected as owned in the books and records of the Company, including all of the assets reflected in the Unaudited Balance Sheet (except for personal property sold since the date of the Unaudited Balance Sheet in the Ordinary Course of Business). The Company has not purchased or otherwise acquired assets in excess of the Threshold Amount since the date of the Unaudited Balance Sheet (except for personal property acquired and sold since the date of the Unaudited Balance Sheet in the Ordinary Course of Business and consistent with past practice). All material assets reflected in the Unaudited Balance Sheet are free and clear of all Encumbrances and are not, except, with respect to all such assets, Permitted Encumbrances. Each Seller is the lawful record and beneficial owner of the Shares transferred hereby. The Shares represent all of the issued and outstanding capital stock of the Company. Each Seller owns the Shares transferred by such Seller hereby free and clear of all Encumbrances except for restrictions on transfer under federal and state securities laws. Upon the delivery of the Shares in the manner contemplated under Article 2 of this Agreement, Buyer will acquire the beneficial and legal, valid and indefeasible title to such Shares, free and clear of all Encumbrances except for restrictions on transfer under federal and state securities laws.

Title To Properties; Shares; Encumbrances. The Company owns no real property. The Company owns, (subject only to the matters permitted by the following sentence) all of the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the facilities owned or operated by the Company or reflected as owned in the books and records of the Company, including all of the properties and assets reflected in the Unaudited Balance Sheet (except for personal property sold since the date of the Unaudited Balance Sheet (except for personal property sold since the date of the Unaudited Balance Sheet in the Ordinary Course of Business). The Company has not purchased or otherwise acquired assets in excess of the Threshold Amount since the date of the Unaudited Balance Sheet (except for personal property acquired and sold since the date of the Unaudited Balance Sheet in the Ordinary Course of Business and consistent with past practice). All material assets reflected in the Unaudited Balance Sheet are free and clear of all Encumbrances and are not, except, with respect to all such assets, other than Permitted Encumbrances. Each Seller is the lawful record and beneficial owner of the Shares transferred hereby. The Shares represent all of the issued and outstanding capital stock of the Company. Each Seller owns the Shares transferred by such Seller hereby free and clear of all Encumbrances except for restrictions on transfer under federal and state securities laws. Upon the delivery of the Shares in the manner contemplated under Article 2 of this Agreement, Buyer will acquire the beneficial and legal, valid and indefeasible title to such Shares, free and clear of all Encumbrances except for restrictions on transfer under federal and state securities lawslaws and the Seller’s security interest imposed upon the Shares, as set forth in Section 2.3(c) above, until the Note is paid in full.

Title To Properties; Shares; Encumbrances. The Company owns no real property. The Company owns, subject only to the matters permitted by the following sentence) all of the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the facilities owned or operated by the Company or reflected as owned in the books and records of the Company, including all of the properties and assets reflected in the Unaudited Reviewed Balance Sheet (except for assets held under capitalized leases disclosed in Section 4.7 of the Sellers’ Disclosure Schedule and personal property sold since the date of the Unaudited Reviewed Balance Sheet Sheet, as the case may be, in the Ordinary Course of Business). The Company has not , and all of the properties and assets purchased or otherwise acquired assets in excess of by the Threshold Amount Company since the date of the Unaudited Reviewed Balance Sheet (except for personal property acquired and sold since the date of the Unaudited Reviewed Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets with a book value in excess of the Threshold Amount (other than inventory and short-term investments) are listed in Section 4.7 of the Sellers’ Disclosure Schedule. All material properties and assets reflected in the Unaudited Reviewed Balance Sheet are free and clear of all Encumbrances and are not, except, with respect to all such assets, other than Permitted Encumbrances. Each Seller is the lawful record and beneficial owner of the Shares transferred hereby. The Shares represent all of the issued and outstanding capital stock of the Company. Each Seller owns the Shares transferred by such Seller hereby free and clear of all Encumbrances except for restrictions on transfer under federal and state securities laws. Upon the delivery of the Shares in the manner contemplated under Article 2 of this Agreement, Buyer will acquire the beneficial and legal, valid and indefeasible title to such Shares, free and clear of all Encumbrances except for restrictions on transfer under federal and state securities laws.

Title To Properties; Shares; Encumbrances. The Company owns no real property. The Company owns, (subject only to the matters permitted by the following sentence) all of the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the facilities owned or operated by the Company or reflected as owned in the books and records of the Company, including all of the properties and assets reflected in the Unaudited Balance Sheet (except for personal property sold since the date of the Unaudited Balance Sheet (except for personal property sold since the date of the Unaudited Balance Sheet in the Ordinary Course of Business). The Company has not purchased or otherwise acquired assets in excess of the Threshold Amount since the date of the Unaudited Balance Sheet (except for personal property acquired and sold since the date of the Unaudited Balance Sheet in the Ordinary Course of Business and consistent with past practice). All material assets reflected in the Unaudited Balance Sheet are free and clear of all Encumbrances and are not, except, with respect to all such assets, other than Permitted Encumbrances. Each Seller is the lawful record and beneficial owner of the Shares transferred hereby. The Shares represent all of the issued and outstanding capital stock of the Company. Each Seller owns the Shares transferred by such Seller hereby free and clear of all Encumbrances except for restrictions on transfer under federal and state securities laws. Upon the delivery of the Shares in the manner contemplated under Article 2 of this Agreement, Buyer will acquire the beneficial and legal, valid and indefeasible title to such Shares, free and clear of all Encumbrances except for restrictions on transfer under federal and state securities laws.