Common use of Assets Generally Clause in Contracts

Assets Generally. (a) Sellers, Royalty and Serologicals own all of the Assets free and clear of all Liens of any nature whatsoever except for Permitted Liens and the Lien set forth on Schedule 4.6(b) which Lien shall be released at Closing. (b) All of the equipment and tangible property included in the Assets and material to the operation of the Business is in working order and usable in the ordinary course of business and all necessary routine maintenance thereon has been performed. (c) The Donor Records (individually and in the aggregate) are materially accurate and complete and are otherwise materially in compliance with Law and were created and maintained in Seller's ordinary course of business. (d) With respect to the leased real properties described in the Lease Agreements: (i) each Lease Agreement is in full force and effect and has not been assigned, modified, supplemented or amended and neither any Seller nor the landlord or sublandlord under any Lease Agreement is in default under any of the Lease Agreements, and no Seller has received notice of a breach thereof; (ii) except as set forth on Schedule 4.6(d)(ii), the improvements and space required to be furnished by the terms of each Lease Agreement have been completed in all material respects and there are no payments due and no payments will become due from any Seller to any landlord under the Lease Agreements in connection with the work performed or to be performed in or to any of the leased premises, other than payments not in excess of $150,000 in the aggregate; (iii) all rent payable under each Lease Agreement has been paid to and including the date of this Agreement and, except as set forth on Schedule 4.6(d)(iii)(a), there has been no prepayment of rent beyond the payment due on the aforesaid date. Except as set forth on Schedule 4.6(d)(iii)(b), no Seller has paid any security deposits, and none is required to be paid, under any of the Leases, and no Seller is entitled to any credit, setoff,

Assets Generally. (a) SellersSeller owns outright, Royalty and Serologicals own has good and marketable title to, all of the Assets, free and clear of all Liens. Upon consummation of the transactions contemplated by this Agreement, Purchaser will own the Assets free and clear of all Liens of any nature whatsoever except for Permitted Liens and the Lien set forth on Schedule 4.6(b) which Lien shall be released at ClosingLiens. The Assets are sufficient to permit Seller to conduct its Business as now conducted. (b) All Seller represents and warrants that it has duly obtained the right and license to use, copy, modify, and distribute any of the equipment Computer Software that require the consent of the other contracting party, or any other third party and tangible property such rights and licenses are included in the Assets Computer Software Contracts. Seller represents and material warrants that each Computer Software Contract is in full force and effect in accordance with its terms without modification or amendment (except as otherwise disclosed to Purchaser in Schedule 2.6.1(a) attached hereto) and without default by either party thereto; that each Computer Software Contract which relates to such rights and licenses (each a "License Computer Software Contract") will have the effect of granting Purchaser the full and effective right and license to use, copy, modify, and distribute the pertinent software components as provided for therein; that each License Computer Software Contract provides only for the payment of fees and royalties that, to the operation extent accrued as of the Business date hereof, have been paid in full and, except as set forth in Schedule 2.6.1(b), each Computer Software Contract is in working order freely assignable to and usable in assumable by Purchaser pursuant to this Agreement, without the ordinary course requirement of business and obtaining any consent or approval, giving prior or subsequent notice, paying any further royalty or fee to any party thereto or any other third party, or performing a duty that has not already been performed by Seller. Seller hereby agrees to notify all necessary routine maintenance thereon has been performedlicensors, or any other parties, requiring notification thereof under the License Computer Software Contracts of the transactions provided for herein. (c) The Donor Records (individually Technical Documentation includes the source code and, where it exists, system documentation, statements of principles of operation, and in the aggregate) are materially accurate schematics for all Computer Software to which such Technical Documentation applies, as well as any pertinent commentary or explanation that may be necessary to render such materials understandable and complete and are otherwise materially in compliance with Law and were created and maintained in Seller's ordinary course of businessusable by a trained computer programmer. (d) With respect There are no agreements, options, commitments or understandings with, of or to the leased real properties described in the Lease Agreements: (i) each Lease Agreement is in full force and effect and has not been assigned, modified, supplemented or amended and neither any Seller nor the landlord or sublandlord under any Lease Agreement is in default under person to acquire any of the Lease Agreements, and no Seller has received notice of a breach thereof; (ii) except as set forth on Schedule 4.6(d)(ii), the improvements and space required to be furnished by the terms of each Lease Agreement have been completed in all material respects and there are no payments due and no payments will become due from Assets or any Seller to any landlord under the Lease Agreements in connection with the work performed rights or to be performed in or to any of the leased premises, other than payments not in excess of $150,000 in the aggregate; (iii) all rent payable under each Lease Agreement has been paid to and including the date of this Agreement andinterest thereon, except as set forth on Schedule 4.6(d)(iii)(a2.6.1(d), there has been no prepayment of rent beyond the payment due on the aforesaid date. Except as set forth on Schedule 4.6(d)(iii)(b), no Seller has paid any security deposits, and none is required to be paid, under any of the Leases, and no Seller is entitled to any credit, setoff,.

Assets Generally. (a) SellersThe Company owns good and marketable title to all properties and assets reflected on the Company Financial Statements or acquired since the date thereof, Royalty and Serologicals own all of the Assets free and clear of all Liens of any nature whatsoever Liens, except for Permitted (i) liens for current taxes not yet due and payable, (ii) assets disposed of since December 31, 2003, in the ordinary course of business, and (iii) Liens described on SCHEDULE 3.8. The foregoing shall apply only to those properties and assets of the Lien set forth on Schedule 4.6(b) which Lien shall be released at ClosingCompany necessary for the conduct of the Company's business as it is presently being conducted. (bi) The Company does not own any real estate; (ii) the properties subject to the real property leases described in SCHEDULE 3.8 constitute all of the real estate used or occupied by the Company (the "the Company Real Estate"), and (iii) the Company Real Estate has access, sufficient for the conduct of the Company's business, to public roads and to all utilities, including electricity, sanitary and storm sewer, potable water, natural gas and other utilities, used in the operations of the Company. (c) The real property leases described in SCHEDULE 3.8 are in full force and effect, and the Company has a valid and existing leasehold interest under each such lease for the term set forth therein. The Seller has delivered to the Buyer complete and accurate copies of each of the leases and none of such leases has been modified in any respect, except to the extent that such modifications are disclosed by the copies delivered to the Buyer. The Company is not in default, and no circumstances exist which could result in such default, under any of such leases, nor, to the knowledge of the Shareholders or the Seller, is any other party to any of such leases in default. (d) All of the buildings, machinery, equipment and other tangible property included in assets necessary for the Assets and material to the operation conduct of the Business is Company's business are in working order good condition and repair, ordinary wear and tear excepted, and are usable in the ordinary course of business. A complete list of all material items of machinery, equipment and other tangible assets used in the business of the Company is included in SCHEDULE 3.8. The Company owns or leases under valid leases, all buildings, machinery, equipment and other tangible assets necessary for the conduct of its business. The Seller has delivered to the Buyer complete and accurate copies of all necessary routine maintenance thereon equipment leases and such leases are listed in SCHEDULE 3.8. None of such equipment leases has been performed. (c) modified in any respect. The Donor Records (individually and Company is not in the aggregate) are materially accurate and complete and are otherwise materially in compliance with Law and were created and maintained in Seller's ordinary course of business. (d) With respect to the leased real properties described in the Lease Agreements: (i) each Lease Agreement is in full force and effect and has not been assigned, modified, supplemented or amended and neither any Seller nor the landlord or sublandlord under any Lease Agreement is in default under any of the Lease Agreementsdefault, and no Seller has received notice of a breach thereof; (ii) except as set forth on Schedule 4.6(d)(ii), the improvements and space required to be furnished by the terms of each Lease Agreement have been completed circumstances exist which could result in all material respects and there are no payments due and no payments will become due from any Seller to any landlord under the Lease Agreements in connection with the work performed or to be performed in or to any of the leased premises, other than payments not in excess of $150,000 in the aggregate; (iii) all rent payable under each Lease Agreement has been paid to and including the date of this Agreement and, except as set forth on Schedule 4.6(d)(iii)(a), there has been no prepayment of rent beyond the payment due on the aforesaid date. Except as set forth on Schedule 4.6(d)(iii)(b), no Seller has paid any security deposits, and none is required to be paidsuch default, under any of such equipment leases, nor, to the Leasesbest knowledge of each Shareholder or the Seller, is any other party to any of such equipment leases in default. (e) The Company is not in any material respect in violation of any applicable zoning ordinance or other law, regulation or requirement relating to the operation of any properties used in the operation of its business, and no Seller is entitled the Company has not received any notice of any such violation, or of the existence of any condemnation proceeding with respect to any credit, setoff,properties owned or leased by the Company.