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

Title to Purchased Assets and Related Matters. The Seller has good and marketable title to, valid leasehold interests in or valid licenses to use, all of the Purchased Assets, free from any Encumbrances except those specified in SCHEDULE 4.6. The use of the Purchased Assets is not subject to any Encumbrances (other than those specified in the preceding sentence), and, to the knowledge of Seller, such use does not encroach on the property or rights of any Person. All Real Property and tangible personal property (other than Inventory) included in the Purchased Assets are suitable for the purposes for which they are used, in good working condition, reasonable wear and tear excepted, and are free from any known defects. The Purchased Assets constitute all of the 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 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 replaced by equivalent or superior assets, in each case in the ordinary course of business and the Excluded Assets). Except for the Excluded Assets, there are no 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. The Seller has good --------------------------------------------- and marketable title to, valid leasehold interests in or valid licenses to use, all of the Purchased Assets, free from any Encumbrances except those specified in SCHEDULE Schedule 4.6. The use of the Purchased Assets is not subject to any Encumbrances (other than those specified in the preceding sentence), and, to the knowledge of Seller, and such use does not encroach on the property or rights of any Person. All Real Property and tangible personal property (other than Inventory) included in the Purchased Assets are suitable for the purposes for which they are used, in good working condition, reasonable wear and tear excepted, and are free from any known defects. The Purchased Assets constitute all of the 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 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 replaced by equivalent or superior assets, in each case in the ordinary course of business and the Excluded Assets). Except for the Excluded Assets, there are no 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. The Except as otherwise set forth on Schedule 4.11, to Seller’s knowledge Seller has good and marketable title to, valid leasehold interests interest in or valid licenses to use, all of the Purchased Assets, free from any Encumbrances except those specified in SCHEDULE 4.6Encumbrances. The use of the Purchased Assets is not subject to any Encumbrances Encumbrances. The use of the Purchased Assets (other than those specified in excluding the preceding sentence), and, to Confidential Information and the knowledge of Seller, such use 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. All Real Property and tangible personal property (other than Inventory) included in Except as otherwise set forth on Schedule 4.11, the Purchased Assets are suitable for the purposes for which they are used, 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 properties and assets 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). Except for the Excluded AssetsTo Seller’s knowledge, there are no assets or properties Assets 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. The Except as otherwise set forth on Schedule 4.11, Seller has good and marketable title to, valid leasehold interests interest in or valid licenses to use, all of the Purchased Assets, free from any Encumbrances, except any Encumbrances except those specified in SCHEDULE 4.6which 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 (other than those specified in the preceding sentence)Encumbrances, and, to the knowledge of Seller, and such use does not encroach on the property or the rights of any Person. All Real Property Except as otherwise set forth on Schedule 4.11 and tangible personal property (other than Inventory) included except for assets utilized in providing the Purchased Assets are suitable for services to be provided to the purposes for which they are usedBuyer under the Transition Services Agreement, in good working condition, reasonable wear and tear excepted, and are free from any known defects. The 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 properties and assets 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). Except for the Excluded Assets, there There are no assets or properties Assets 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.