Common use of Title to Assets; Encumbrances Clause in Contracts

Title to Assets; Encumbrances. (a) Seller has good and indefeasible title to the Assets reflected in the Financial Statements except those disposed of since the date of the Financial Statements in the ordinary course of business or otherwise disposed of in accordance with this Agreement. None of the Assets are subject to any Encumbrance except (i) Encumbrances described in Schedule 5.4(a) and (ii) Permitted Encumbrances. Upon consummation of the transactions contemplated by this Agreement and the Related Documents and receipt of all Consents listed on Schedule 5.3, Seller will have assigned, transferred and conveyed to Buyer good and transferable title to the Assets, free and clear of all Encumbrances except those Encumbrances referred to in clauses (i) and (ii) above.

Title to Assets; Encumbrances. (a) Seller or the Subsidiary has good and indefeasible title to the Assets reflected in the Financial Statements except those disposed of since the date of the Financial Statements in the ordinary course of business or otherwise disposed of in accordance with this Agreement. None of the Assets are subject to any Encumbrance except (i) Encumbrances described in Schedule 5.4(a5.5(a) and (ii) Permitted Encumbrances. Upon consummation of the transactions contemplated by this Agreement and the Related Documents and receipt of all Consents listed on Schedule 5.3, Seller will have assigned, transferred and conveyed to Buyer good and transferable title to the Assets, including the Subsidiary, free and clear of all Encumbrances except those Encumbrances referred to in clauses (i) and (ii) above.