Common use of Title; Sufficiency Clause in Contracts

Title; Sufficiency. Seller has (or prior to the Closing will have) good and marketable title to, or valid a leasehold interests in, as the case may be, all of the Purchased Assets free and clear of all Liens, other than Permitted Liens. The Purchased Assets constitute all of the assets, rights and properties that are used in the operation of the Business as it is now conducted or that are used or held by Seller for use in the operation of the Business. Except as set forth on Section 3.5 of the Disclosure Schedule, immediately following the Closing, all of the Purchased Assets will be owned, leased or available for use by Purchaser on terms and conditions substantially identical to those under which, immediately prior to the Closing, Seller owns, leases, uses or holds available for use such Purchased Assets. All of the Purchased Assets are structurally sound and in good working condition, ordinary wear and tear excepted.