Common use of Title to Purchased Assets and Related Matters Clause in Contracts

Title to Purchased Assets and Related Matters. Except as otherwise set forth on Schedule 4.11, to Seller’s knowledge Seller has good and marketable title to, valid leasehold interest in or valid licenses to use, all the Purchased Assets, free from any Encumbrances. The use of the Purchased Assets is not subject to any Encumbrances. The use of the Purchased Assets (excluding the Confidential Information and the Intellectual Property) does not encroach on the property or the rights of any Person, and to Seller’s knowledge the use of the Confidential Information and the Intellectual Property does not encroach on the property or the rights of any Person. Except as otherwise set forth on Schedule 4.11, the Purchased Assets constitute all the Assets and services required for the continued operation of the Business by Buyer as operated by Seller during the past 12 months. The Purchased Assets, taken as a whole, constitute the Assets relating to or used or held for use in connection with the Business during the past 12 months (except for Inventory sold, cash disposed of, Accounts Receivable collected, prepaid expenses realized, Contracts fully performed, properties or Assets replaced by equivalent or superior Assets, in each case in the ordinary course of business, and Excluded Assets). To Seller’s knowledge, there are no Assets used in the operation of the Business that are owned by any Person other than Seller that will not be licensed or leased to Buyer under valid, current license arrangements or leases.

Title to Purchased Assets and Related Matters. Except as otherwise set forth on Schedule 4.11, to Seller’s knowledge The Seller has good and marketable title to, valid leasehold interest interests in or valid licenses to use, all of the Purchased Assets, free from any EncumbrancesEncumbrances except those specified in SCHEDULE 4.6. The use of the Purchased Assets is not subject to any Encumbrances. The Encumbrances (other than those specified in the preceding sentence), and, to the knowledge of Seller, such use of the Purchased Assets (excluding the Confidential Information and the Intellectual Property) does not encroach on the property or the rights of any Person, and to Seller’s knowledge the use of the Confidential Information and the Intellectual Property does not encroach on the property or the rights of any Person. Except as otherwise set forth on Schedule 4.11All Real Property and tangible personal property (other than Inventory) included in the Purchased Assets are suitable for the purposes for which they are used, the in good working condition, reasonable wear and tear excepted, and are free from any known defects. The Purchased Assets constitute all of the Assets assets and services required for the continued operation of the Business by the Buyer as operated by the Seller during the past 12 months. The Purchased Assets, taken as a whole, constitute all the Assets properties and assets relating to or used or held for use in connection with the Business during the past 12 months (except for Inventory sold, cash disposed of, Accounts Receivable collected, prepaid expenses realized, Contracts fully performed, properties or Assets assets replaced by equivalent or superior Assetsassets, in each case in the ordinary course of business, business and the Excluded Assets). To Seller’s knowledgeExcept for the Excluded Assets, there are no Assets assets or properties used in the operation of the Business that are owned by any Person other than the Seller that will not be licensed or leased to the Buyer under valid, current license arrangements or leases.

Title to Purchased Assets and Related Matters. Except as otherwise set forth on Schedule 4.11, to Seller’s knowledge The Seller has good --------------------------------------------- and marketable title to, valid leasehold interest interests in or valid licenses to use, all of the Purchased Assets, free from any EncumbrancesEncumbrances except those specified in Schedule 4.6. The use of the Purchased Assets is not subject to any Encumbrances. The Encumbrances (other than those specified in the preceding sentence), and such use of the Purchased Assets (excluding the Confidential Information and the Intellectual Property) does not encroach on the property or the rights of any Person, and to Seller’s knowledge the use of the Confidential Information and the Intellectual Property does not encroach on the property or the rights of any Person. Except as otherwise set forth on Schedule 4.11All Real Property and tangible personal property (other than Inventory) included in the Purchased Assets are suitable for the purposes for which they are used, the in good working condition, reasonable wear and tear excepted, and are free from any known defects. The Purchased Assets constitute all of the Assets assets and services required for the continued operation of the Business by the Buyer as operated by the Seller during the past 12 months. The Purchased Assets, taken as a whole, constitute all the Assets properties and assets relating to or used or held for use in connection with the Business during the past 12 months (except for Inventory sold, cash disposed of, Accounts Receivable collected, prepaid expenses realized, Contracts fully performed, properties or Assets assets replaced by equivalent or superior Assetsassets, in each case in the ordinary course of business, business and the Excluded Assets). To Seller’s knowledgeExcept for the Excluded Assets, there are no Assets assets or properties used in the operation of the Business that are owned by any Person other than the Seller that will not be licensed or leased to the Buyer under valid, current license arrangements or leases.

Title to Purchased Assets and Related Matters. Except as otherwise set forth on Schedule 4.11, to Seller’s knowledge Seller has good and marketable title to, valid leasehold interest in or valid licenses to use, all the Purchased Assets, free from any Encumbrances, except any Encumbrances which will be released at Closing and are set forth on Schedule 4.11. The use of the Purchased Assets is not subject to any Encumbrances. The use of the Purchased Assets (excluding the Confidential Information and the Intellectual Property) does not encroach on the property or the rights of any Person, and to Seller’s knowledge the such use of the Confidential Information and the Intellectual Property does not encroach on the property or the rights of any Person. Except as otherwise set forth on Schedule 4.114.11 and except for assets utilized in providing the services to be provided to the Buyer under the Transition Services Agreement, the Purchased Assets constitute all the Assets and services required for the continued operation of the Business by Buyer as operated by Seller during the past 12 months. The Purchased Assets, taken as a whole, constitute the Assets relating to or used or held for use in connection with the Business during the past 12 months (except for Inventory sold, cash disposed of, Accounts Receivable collected, prepaid expenses realized, Contracts fully performed, properties or Assets replaced by equivalent or superior Assets, in each case in the ordinary course of business, and Excluded Assets). To Seller’s knowledge, there There are no Assets used in the operation of the Business that are owned by any Person other than Seller that will not be licensed or leased to Buyer under valid, current license arrangements or leases.