Common use of Title to Property; Encumbrances Clause in Contracts

Title to Property; Encumbrances. (a) The Company has, and immediately prior to the Closing will have, good, valid and marketable title in fee simple to all Real Property and all personal property reflected on the Balance Sheet as owned by the Company and all Real Property and personal property acquired by the Company since the Balance Sheet Date, in each case free and clear of all Liens except (i) as set forth on Schedule 4.5(a), (ii) for sales and other dispositions of inventory in the Ordinary Course since the Balance Sheet Date which, in the aggregate, have not been materially different from prior periods, and (iii) Permitted Liens. (b) Schedule 4.5(b). contains a true and complete list and legal description of each parcel of Owned Real Property and a general description of each Structure situated thereon. The Shareholders have heretofore furnished to Purchaser true and complete copies of all deeds, other instruments of title and policies of title insurance indicating and describing the Company's ownership of the Owned Real Property, as well as copies of any surveys or environmental reports relating to the real property. (c) Schedule 4.5(c). contains a list of all tangible personal property having a cost or fair market value in excess of Five Thousand Dollars ($5,000.00) owned by the Company (other than personal property held by the Company as lessee under a personal property lease). (d) Schedule 4.5

Title to Property; Encumbrances. (a) The Company has, and immediately prior to the Closing will have, good, valid and marketable title in fee simple to all Real Property and all personal property reflected on the Balance Sheet as owned by the Company and all Real Property and personal property acquired by the Company since the Balance Sheet Date, in each case free and clear of all Liens except (i) as set forth on Schedule 4.5(a7.5(a), (ii) for sales and other dispositions of inventory in the Ordinary Course since the Balance Sheet Date which, in the aggregate, have not been materially different from prior periods, and (iii) Permitted Liens. (b) Schedule 4.5(b7.5(b). contains a true and complete list and legal description of each parcel of Owned Real Property and a general description of each Structure situated thereon. The Shareholders have heretofore furnished to Purchaser Acquiror true and complete copies of all deeds, other instruments of title and policies of title insurance indicating and describing the Company's ownership of the Owned Real Property, as well as copies of any surveys or environmental reports relating to the real property. (c) Schedule 4.5(c7.5(c). contains a list of all tangible personal property having a cost or fair market value in excess of Five Thousand Dollars ($5,000.00) owned by the Company (other than personal property held by the Company as lessee under a personal property lease). (d) Schedule 4.57.5