Common use of Title and Related Matters Clause in Contracts

Title and Related Matters. Except as set forth in the CTI schedules, CTI has good and marketable title to all of its properties, inventory, interests in properties, and assets, real and personal, which are reflected in the most recent CTI balance sheet or acquired after that date (except properties, interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the CTI Schedules. Except as set forth in the CTI Schedules, CTI owns free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with CTI's business. Except as set forth in the CTI Schedules, no third party has any right to, and CTI has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, proprietary techniques, trademarks, service marks, trade names, or copyrights which, singly or in the aggregate, if the subject of an unfavorable decision, ruling, or finding, would have a materially adverse affect on the business, operations, financial condition, income, or business prospects of CTI or any material portion of its properties, assets, or rights.

Title and Related Matters. Except as set forth in the CTI schedules, CTI The Company has good and marketable title to all of its properties, inventory, interests interest in properties, and assets, real and personal, which are reflected in the most recent CTI Company balance sheet or acquired after that date (except properties, interests inventory, interest in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the CTI SchedulesCompany Schedules or ▇▇▇▇▇ filings. Except as set forth in the CTI SchedulesCompany Schedules or ▇▇▇▇▇ filings, CTI owns the Company owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with CTIthe Company's business. Except as set forth in the CTI SchedulesCompany Schedules or ▇▇▇▇▇ filings, no third party has any right to, and CTI the Company has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, proprietary techniques, trademarks, service marks, trade names, or copyrights which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling, ruling or finding, would have a materially adverse affect effect on the business, operations, financial condition, income, or business prospects of CTI the Company or any material portion of its properties, assets, or rights.

Title and Related Matters. Except as set forth in the CTI schedules, CTI The Company has good and marketable title to all of its properties, including intellectual property and rights to distribute and re-distribute., inventory, interests interest in properties, and assets, real and personal, which are reflected in the most recent CTI Company balance sheet or acquired after that date (except properties, interests inventory, interest in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the CTI Company Schedules. Except as set forth in the CTI Company Schedules, CTI owns the Company owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with CTIthe Company's business. Except as set forth in the CTI Company Schedules, no third party has any right to, and CTI the Company has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, proprietary techniques, trademarks, service marks, trade names, or copyrights which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling, ruling or finding, would have a materially adverse affect effect on the business, operations, financial condition, income, or business prospects of CTI the Company or any material portion of its properties, assets, or rights.

Title and Related Matters. Except as set forth in the CTI schedules, CTI American has good and marketable title to all of its properties, inventory, interests in properties, and assets, real and personal, which are will be reflected in the most recent CTI American balance sheet or acquired after that date (except properties, interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) as such assets may be affected by laws of the Republic of China; (b) statutory liens or claims not yet delinquent; (bc) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the CTI American Schedules. Except as set forth in the CTI American Schedules, CTI owns American owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with CTIAmerican's business. Except as set forth in the CTI American Schedules, no third party has any right to, and CTI American has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, proprietary techniques, trademarks, service marks, trade namestradenames, or copyrights which, singly or in the aggregate, if the subject of an unfavorable decision, ruling, or finding, would have a materially adverse affect on the business, operations, financial condition, income, or business prospects of CTI American or any material portion of its properties, assets, or rights.

Title and Related Matters. Except as set forth in the CTI schedules, CTI Eternal has good and marketable title to all of its properties, inventory, interests in properties, and assets, real and personal, which are reflected in the most recent CTI Eternal balance sheet or acquired after that date (except properties, inventory, interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), ) free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the CTI Eternal Schedules. Except as set forth in the CTI Eternal Schedules, CTI owns Eternal owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with CTI's Eternal' business. Except as set forth in the CTI Eternal Schedules, no third party has any right to, and CTI Eternal has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, proprietary propriety techniques, trademarks, service marks, trade names, or copyrights which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling, ruling or finding, would have a materially adverse affect effect on the business, operations, financial condition, income, or business prospects of CTI Eternal or any material portion of its properties, assets, or rights.

Title and Related Matters. Except as set forth in the CTI schedules, CTI PTC-Texas has good and marketable ------------------------- title to all of its properties, inventory, interests in properties, and assets, real and personal, which are reflected in the most recent CTI balance sheet or acquired after that date (except properties, interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the CTI SchedulesSchedule 3.08. Except as set forth in the CTI SchedulesSchedule 3.08, CTI owns PTC-Texas owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with CTIPTC-Texas's business. Except as set forth in the CTI SchedulesSchedule 3.08, no third party has any right to, and CTI PTC-Texas has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, proprietary techniques, trademarks, service marks, trade namestradenames, or copyrights which, singly or in the aggregate, if the subject of an unfavorable decision, ruling, or finding, would have a materially adverse affect on the business, operations, financial condition, income, or business prospects of CTI PTC-Texas or any material portion of its properties, assets, or rights.

Title and Related Matters. Except as set forth in the CTI schedules, CTI PTC-Nevada has good and marketable ------------------------- title to all of its properties, inventory, interests in properties, and assets, real and personal, which are reflected in the most recent CTI audited balance sheet or acquired after that date (except properties, interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the CTI SchedulesSchedule 1.08. Except as set forth in the CTI SchedulesSchedule 1.08, CTI owns PTC-Nevada owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with CTIPTC-Nevada's business. Except as set forth in the CTI SchedulesSchedule 1.08, no third party has any right to, and CTI PTC-Nevada has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, proprietary techniques, trademarks, service marks, trade namestradenames, or copyrights which, singly or in the aggregate, if the subject of an unfavorable decision, ruling, or finding, would have a materially adverse affect on the business, operations, financial condition, income, or business prospects of CTI PTC-Nevada or any material portion of its properties, assets, or rights.

Title and Related Matters. Except as set forth in the CTI schedules, CTI Skreem has good and marketable title to all of its properties, inventory, interests in properties, and assets, real and personal, which are reflected in the most recent CTI Skreem balance sheet or acquired after that date (except properties, inventory, interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), ) free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the CTI Skreem Schedules. Except as set forth in the CTI Skreem Schedules, CTI owns Skreem owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with CTI's Skreem' business. Except as set forth in the CTI Skreem Schedules, no third party has any right to, and CTI Skreem has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, proprietary propriety techniques, trademarks, service marks, trade names, or copyrights which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling, ruling or finding, would have a materially adverse affect effect on the business, operations, financial condition, income, or business prospects of CTI Skreem or any material portion of its properties, assets, or rights.

Title and Related Matters. Except as set forth in the CTI schedules, CTI Asconi has good and marketable title to all of its properties, inventory, interests in properties, and assets, real and personal, which are reflected in the most recent CTI Asconi balance sheet or acquired after that date (except properties, inventory, interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), ) free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the CTI Asconi Schedules. Except as set forth in the CTI Asconi Schedules, CTI owns Asconi owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with CTIAsconi's business. Except as set forth in the CTI Asconi Schedules, no third party has any right to, and CTI Asconi has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, proprietary propriety techniques, trademarks, service marks, trade names, or copyrights which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling, ruling or finding, would have a materially adverse affect effect on the business, operations, financial condition, income, or business prospects of CTI Asconi or any material portion of its properties, assets, or rights.

Title and Related Matters. Except as set forth in the CTI schedules, CTI Intermost has good and marketable title to all of its properties, inventory, interests in properties, and assets, real and personal, which are reflected in the most recent CTI Intermost balance sheet or acquired after that date (except properties, inventory, interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), ) free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and or (c) as described in the CTI Intermost Schedules. Except as set forth in the CTI Intermost Schedules, CTI owns Intermost owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with CTIIntermost's business. Except as set forth in the CTI SchedulesIntermost Schedules , no third party has any right to, and CTI Intermost has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, proprietary propriety techniques, trademarks, service marks, trade names, or copyrights which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling, ruling or finding, would have a materially adverse affect effect on the business, operations, financial condition, income, or business prospects of CTI Intermost or any material portion of its properties, assets, or rights.

Title and Related Matters. Except as set forth in the CTI scheduleson schedule1.08, CTI REF has good and marketable title to all of its properties, inventory, interests in properties, and assets, real and personal, which are reflected in the most recent CTI REF balance sheet or acquired after that date (except properties, interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the CTI REF Schedules. Except as set forth in the CTI REF Schedules, CTI owns REF owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with CTIREF's business. Except as set forth in the CTI REF Schedules, no third party has any right to, and CTI REF has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, proprietary techniques, trademarks, service marks, trade names, or copyrights which, singly or in the aggregate, if the subject of an unfavorable decision, ruling, or finding, would have a materially adverse affect on the business, operations, financial condition, income, or business prospects of CTI REF or any material portion of its properties, assets, or rights.

Title and Related Matters. Except as set forth in the CTI schedules, CTI Ambassador has good and marketable title to all of its properties, inventory, interests in properties, and assets, real and personal, which are reflected in the most recent CTI Ambassador balance sheet or acquired after that date (except properties, inventory, interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), ) free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the CTI Ambassador Schedules. Except as set forth in the CTI Ambassador Schedules, CTI owns Ambassador owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with CTI's Ambassador' business. Except as set forth in the CTI Ambassador Schedules, no third party has any right to, and CTI Ambassador has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, proprietary propriety techniques, trademarks, service marks, trade names, or copyrights which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling, ruling or finding, would have a materially adverse affect effect on the business, operations, financial condition, income, or business prospects of CTI Ambassador or any material portion of its properties, assets, or rights.

Title and Related Matters. Except as set forth in the CTI schedules, CTI CORP represents that LLC has good and marketable title to all of its properties, inventory, interests interest in properties, and assets, real and personal, which are reflected in the most recent CTI LLC balance sheet (attached as Exhibit A hereto) or acquired after that date (except properties, interests inventory, interest in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the CTI CORP Schedules. Except as set forth in the CTI LLC Schedules, CTI owns LLC owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with CTI's LLC'S business. Except as set forth in the CTI LLC Schedules, no third party has any right to, and CTI LLC has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, proprietary propriety techniques, trademarks, service marks, trade names, or copyrights which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling, ruling or finding, would have a materially adverse affect effect on the business, operations, financial condition, income, or business prospects of CTI LLC or any material portion of its properties, assets, or rights. CORP and LLC also represent that thgere are no other liabilities of LLC other than those shown on the attached balance sheet and further indemnifies IACH as to these liabilities.

Title and Related Matters. Except as set forth in the CTI schedules, CTI iExalt has good and marketable title to all of its properties, inventory, interests in properties, and assets, real and personal, which are reflected in the most recent CTI iExalt balance sheet or acquired after that date (except properties, interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the CTI iExalt Schedules. Except as set forth in the CTI iExalt Schedules, CTI owns iExalt owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with CTIiExalt's business. Except as set forth in the CTI iExalt Schedules, no third party has any right to, and CTI iExalt has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, proprietary techniques, trademarks, service marks, trade namestradenames, or copyrights which, singly or in the aggregate, if the subject of an unfavorable decision, ruling, or finding, would have a materially adverse affect on the business, operations, financial condition, income, or business prospects of CTI iExalt or any material portion of its properties, assets, or rights.

Title and Related Matters. Except as set forth in the CTI schedules, CTI Crest has good and marketable title to all of its properties, inventory, interests in properties, and assets, real and personal, which are reflected in the most recent CTI Crest balance sheet or acquired after that date (except properties, interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), ) free and clear of all liens, pledges, charges, or encumbrances except (a) retention of title rights and statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the CTI Crest Schedules. Except as set forth in the CTI Crest Schedules, CTI owns Crest owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with CTI's Crest business. Except as set forth in the CTI Crest Schedules, no third party has any right to, and CTI Crest has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, proprietary propriety techniques, trademarks, service marks, trade names, or copyrights which, singly or in the aggregate, if the subject of an unfavorable decision, ruling, ruling or finding, would have a materially adverse affect on the business, operations, financial condition, income, or business prospects of CTI or Crest or any material portion of its properties, assets, or rights.