Common use of Title to Assets; Encumbrances Clause in Contracts

Title to Assets; Encumbrances. Except for property having an aggregate book value not in excess of $100,000 sold since the Balance Sheet Date in the ordinary course of business and consistent with past practice and except for inventory sold in the ordinary course of business, Seller and each Business Subsidiary has good, valid and marketable title to all the Assets that each of them purports to own (tangible and intangible) free and clear of all Encumbrances, including all the properties and assets reflected in the June 30, 2000 Balance Sheet, and all such material properties and assets purchased by Seller for the use and benefit of the Business or by any Business Subsidiary since the date of the June 30, 2000 Balance Sheet, which subsequently acquired personal properties and assets (other than inventory and short term investments) are listed in Section 4.12 of the Disclosure Schedule. The rights, properties and other assets to be conveyed to Purchaser pursuant hereto include all rights, properties and other assets used by Seller to conduct the Business or necessary to permit Purchaser to conduct the Business after the Closing in all material respects in the same manner as such business has been conducted by Seller prior to the date hereof.