Common use of Title to Transferred Assets Clause in Contracts

Title to Transferred Assets. Seller owns or has the right to use (pursuant to a valid lease or license) all assets and properties necessary for Seller to conduct the Business in the manner presently conducted by Seller, and, except for the Excluded Assets, all of such assets and properties are included in the Transferred Assets. Except as set forth on SCHEDULE 4.8, Seller has good and marketable title to all the Transferred Assets, and pursuant to the Sale Order, Buyer shall receive good and marketable title to all the Transferred Assets, free and clear of all Liens except for Permitted Encumbrances. The plants, structures, equipment, vehicles and other tangible properties included in the Transferred Assets and the tangible property leased by Seller under leases included in the Transferred Assets are in good operating condition and repair, normal wear and tear excepted, and are capable of being used for their intended purpose in the Business as now conducted, except where such condition or capability would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Business. The Transferred Assets include all existing warranties and service Contracts with respect to any of the Transferred Assets to the extent transferable. All plants, structures, equipment, vehicles and other tangible properties included in the Transferred Assets, and the present use of all such items, conform to all Applicable Laws, except where the failure to conform or such violation would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Business, and no notice of any violation of any Applicable Laws relating to such assets or their use has been received by any Seller Party. The Transferred Assets include all easements, rights of ingress and egress, and utilities and services necessary for the conduct of the Business except where the failure to possess such easements, rights of ingress and egress and utilities and services would not reasonably be expected to have a Material Adverse Effect on the Business. Neither the whole nor any portion of any real property subject to leases included in the Transferred Assets has been condemned or otherwise taken by any public authority, nor, to the Knowledge of any Seller Party, is any such condemnation or taking threatened or planned.

Title to Transferred Assets. Seller owns or The Company has the right good and marketable title to use (pursuant to a valid lease or license) all assets and properties necessary for Seller to conduct the Business in the manner presently conducted by Seller, and, except for the Excluded Assets, all of such assets and properties are included in the Transferred Assets. Except as set forth in this Agreement, the Transferred Assets constitute all of the assets and interests in assets that are owned or used in the conduct of the Business as currently being conducted, other than leased or licensed assets and the Retained Assets. All of the Transferred Assets will be conveyed to NEWCO at Closing free and clear of restrictions on SCHEDULE 4.8or conditions to transfer or assignment, Seller and free and clear of mortgages, liens, leases, security interests, pledges, charges, encumbrances, equities, claims, easements, rights of way, covenants, conditions or restrictions or any other adverse claims or rights whatsoever (collectively, “Liens”), other than (i) liens for property taxes not yet due and payable, (ii) rights of customers with respect to work-in-process under orders or contracts entered into in the ordinary course of business, (iii) immaterial imperfections of title, and (iv) liens on the Transferred Assets used to secure the Note (collectively, “Permitted Liens”). Subject to the consents referenced in the Master Agreement, the Company has the absolute and unrestricted right, power, authority and capacity to transfer the Transferred Assets to NEWCO and, upon Closing, NEWCO will acquire from the Company legal and beneficial ownership of, good and marketable valid title to all the Transferred Assetsto, and pursuant to the Sale Order, Buyer shall receive good and marketable title to all the Transferred Assets, free and clear of all Liens except for from any Lien other than Permitted EncumbrancesLiens. The plantsAt Closing, structures, equipment, vehicles and other tangible properties included in the Transferred Assets and the tangible property leased by Seller under leases included in the Transferred Assets are in good operating condition and repair, normal wear and tear excepted, and are capable of being used for their intended purpose in the Business as now conducted, except where such condition or capability would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Business. The Transferred Assets include all existing warranties and service Contracts with respect to any none of the Transferred Assets will be subject to any leasing or license arrangement other than those entered into between the extent transferableCompany and NEWCO. All plants, structures, equipment, vehicles and other tangible properties included Except for shareholder interests in the Transferred AssetsCompany, and no partner, agent, owner, employee or affiliate of the present use of all such itemsCompany, conform to all Applicable Lawsnor any affiliate, except where the failure to conform spouse, child, sibling or such violation would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Business, and no notice other relative of any violation of these persons, will own or will have any Applicable Laws relating to such assets interest, directly or their use has been received by indirectly, in any Seller Party. The Transferred Assets include all easements, rights of ingress and egress, and utilities and services necessary for the conduct of the Business except where the failure to possess such easements, rights of ingress and egress and utilities and services would not reasonably be expected to have a Material Adverse Effect on the Business. Neither the whole nor any portion of any real property subject to leases included in the Transferred transferred Assets has been condemned or otherwise taken by any public authority, nor, to the Knowledge of any Seller Party, is any such condemnation or taking threatened or plannedat Closing.

Title to Transferred Assets. Seller owns or GILC has (or in the right case of assets arising or acquired hereafter, on the Closing Date will have) good and valid title to use the Transferred Assets (pursuant other than (i) the Leased Property or any other leased or licensed asset and (ii) in the case of Intellectual Property, subject to licenses granted to third parties that are Transferred Contracts or otherwise are Transferred Assets and licenses from GILC to Seller with respect to the Trademarks and (iii) Transferred Contracts, which are the subject of Section 3.06), in each case free and clear of any Liens other than Permitted Liens. Schedule 3.05(a) sets forth a list of all Transferred Assets that consist of real property leased by Seller (the “Leased Property”). Seller has a valid lease or license) leasehold estate in all assets and properties necessary for Seller to conduct the Business in the manner presently conducted by Seller, and, except for the Excluded Assets, all of such assets and properties are included in the Transferred Assets. Except as set forth on SCHEDULE 4.8, Seller has good and marketable title to all the Transferred Assets, and pursuant to the Sale Order, Buyer shall receive good and marketable title to all the Transferred AssetsLeased Property, free and clear of all any Liens except other than Permitted Liens. As used herein, the term “Permitted Liens” means and includes (i) Liens for Permitted Encumbrances. The plantsTaxes, structuresassessments or governmental charges or levies not yet due and delinquent or being diligently contested in good faith (and for which adequate accruals or reserves have been established on the accounting records of the Business to the extent required under GAAP applied consistently with the Audited Financial Statements), equipment(ii) Liens of carriers, vehicles warehousemen, mechanics, materialmen, workmen and the like arising in the ordinary course of business, (iii) easements, restrictive covenants, rights of way and other tangible properties included similar restrictions of record, (iv) zoning, building and other similar restrictions, (v) easements, encumbrances, encroachments and other imperfections of title, licenses or encumbrances, if any, which do not impair in any material respect the Transferred Assets and the tangible property leased by Seller under leases included in the Transferred Assets are in good operating condition and repair, normal wear and tear excepted, and are capable continued conduct of being used for their intended purpose in the Business as now conducted, except where such condition or capability would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Business. The Transferred Assets include all existing warranties and service Contracts with respect to any continued use of the Transferred Assets to the extent transferable. All plants, structures, equipment, vehicles and other tangible properties included in the Transferred Assetsmanner currently used by Seller, (vi) Liens arising under original purchase price conditional sales Contracts and the present use of all such items, conform to all Applicable Laws, except where the failure to conform or such violation would not reasonably be expected to have, individually or equipment leases with third parties entered into in the aggregateordinary course of business, a Material Adverse Effect (vii) Liens set forth on Schedule 3.05(b) and (viii) in the Businesscase of Leased Property, and no notice all matters, whether or not of any violation of any Applicable Laws relating to such assets or their use has been received by any Seller Party. The Transferred Assets include all easementsrecord, rights of ingress and egress, and utilities and services necessary for affecting the conduct title of the Business except where lessor (and any underlying lessor) of the failure to possess such easements, rights of ingress and egress and utilities and services would not reasonably be expected to have a Material Adverse Effect on the Business. Neither the whole nor any portion of any real property subject to leases included in the Transferred Assets has been condemned or otherwise taken by any public authority, nor, to the Knowledge of any Seller Party, is any such condemnation or taking threatened or plannedLeased Property.

Title to Transferred Assets. Seller owns or has the right to use (pursuant to a valid lease or license) all assets and properties necessary for Seller to conduct the Business in the manner presently conducted by Seller, and, except for the Excluded Assets, all of such assets and properties are included in the Transferred Assets. Except as set forth on SCHEDULE 4.84.7, Seller has good and marketable title to all the Transferred Assets, and pursuant to the Sale Order, Buyer shall receive good and marketable title to all the Transferred Assets, free and clear of all Liens Liens, except for Permitted Encumbrances. The plants, structures, equipment, vehicles and other tangible properties included in the Transferred Assets and the tangible property leased by Seller under leases included in the Transferred Assets are in good operating condition and repair, normal wear and tear excepted, and are capable of being used for their intended purpose in the Business as now conducted, except where such condition or capability would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Business. The Transferred Assets include all existing warranties and service Contracts with respect to any of the Transferred Assets to the extent transferableAssets. All plants, structures, equipment, vehicles and other tangible properties included in the Transferred Assets, and the present use of all such items, conform to all Applicable Laws, except where the failure to conform or such violation would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Business, and no notice of any violation of any Applicable Laws relating to such assets or their use has been received by any Seller PartySeller. The Transferred Assets include all easements, rights of ingress and egress, and utilities and services necessary for the conduct of the Business except where the failure to possess such easements, rights of ingress and egress and utilities and services would not reasonably be expected to have a Material Adverse Effect on the Business. Neither the whole nor any portion of any real property subject to leases included in the Transferred Assets has been condemned or otherwise taken by any public authority, nor, to the Knowledge of any Seller PartySeller, is any such condemnation or taking threatened or planned.