Assets Generally Clause Samples

Assets Generally. (a) Except as otherwise expressly provided in this Agreement, Seller makes no representations or warranties whatsoever to Buyer or any other Person, express, implied, statutory or otherwise, concerning the Assets, the Assumed Liabilities, the Business or any other matter, including, but not limited to, any representation or warranty as to value, quality, quantity, condition, merchantability, design, suitability, usability, salability, obsolescence, working order, compliance with law, validity or enforceability. BUYER SPECIFICALLY ACKNOWLEDGES THAT NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE MADE OR SHOULD BE IMPLIED IN THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. (b) The Assets to be transferred hereunder (together with services to be provided pursuant to the Transition Services Agreement) constitute all the assets, properties and rights of Seller necessary to operate the Business as currently being operated. (c) Seller owns outright and has good and marketable title to, or a valid leasehold interest in, or a valid right to use, all of the Assets conveyed by it free and clear of all Encumbrances, except for Permitted Encumbrances. On the Closing Date, Seller will transfer to Buyer good and marketable title to, or a valid leasehold interest in, the Assets, free and clear of all Encumbrances. The representations and warranties in this Section 5.8(c) do not apply to the Intellectual Property Assets, which are covered in Section 5.6. (d) All of the tangible personal property included in the Assets, in each case with a value in excess of $10,000, has been, to Seller’s knowledge, properly maintained and is adequate and suitable for the purposes for which it is presently being used and is in good operating condition, ordinary wear and tear excepted.

Assets Generally. Seller holds good and marketable title, license to or leasehold interest in all of the Purchased Assets and has the complete and unrestricted power and the unqualified right to sell, assign and deliver the Purchased Assets to Buyer. Upon consummation of the transactions contemplated by this Agreement, Buyer will acquire good and marketable title, license or leasehold interest to the Purchased Assets free and clear of any encumbrances and there exists no restriction on the use or transfer of the Purchased Assets. No Person other than Seller has any right or interest in the Purchased Assets, including the right to grant interests in the Purchased Assets to third parties.

Assets Generally. (a) During the term of this agreement, the Recipient must, and must ensure that any Project Company does (unless otherwise agreed with the Department in writing): (1) use any Asset only for the purposes of the Pre-investment Activity or other purposes consistent with the Outcomes; For information only (2) obtain and maintain good title to all Assets (other than Assets which the Recipient leases); (3) subject to clause 16.1(b), not encumber or dispose of any Asset without the Department’s prior approval; (4) hold all Assets securely and safeguard them against theft, loss, damage, or unauthorised use; (5) use all reasonable endeavours to maintain all Assets in good working order; (6) maintain all appropriate insurances in respect of any Assets; (7) if required by Law, maintain registration and licensing of all Assets; (8) not dispose of any Asset without the prior written consent of the Department which must not be unreasonably withheld or delayed if the transferee assumes the obligations under this agreement and commits to continue the development of the Project; (9) assume full responsibility for, and bear all risks relating to, the use or disposal of all Assets; and (10) if requested by the Department, maintain an Assets register as specified by the Department, and provide a copy of the register to the Department on request. (b) Notwithstanding clause 16.1, the Recipient or any Project Company may, at any time, dispose of any Asset without the Department’s prior approval where it relates to the disposal of obsolete or redundant vehicles, plant and equipment, a disposal of an Asset for the purposes of replacing that Asset, or where that disposal is necessary for the maintenance of other Assets.

Assets Generally. (a) Sellers, Royalty and Serologicals own all of the Assets free and clear of all Liens of any nature whatsoever except for Permitted Liens and the Lien set forth on Schedule 4.6(b) which Lien shall be released at Closing. (b) All of the equipment and tangible property included in the Assets and material to the operation of the Business is in working order and usable in the ordinary course of business and all necessary routine maintenance thereon has been performed. (c) The Donor Records (individually and in the aggregate) are materially accurate and complete and are otherwise materially in compliance with Law and were created and maintained in Seller's ordinary course of business. (d) With respect to the leased real properties described in the Lease Agreements: (i) each Lease Agreement is in full force and effect and has not been assigned, modified, supplemented or amended and neither any Seller nor the landlord or sublandlord under any Lease Agreement is in default under any of the Lease Agreements, and no Seller has received notice of a breach thereof; (ii) except as set forth on Schedule 4.6(d)(ii), the improvements and space required to be furnished by the terms of each Lease Agreement have been completed in all material respects and there are no payments due and no payments will become due from any Seller to any landlord under the Lease Agreements in connection with the work performed or to be performed in or to any of the leased premises, other than payments not in excess of $150,000 in the aggregate; (iii) all rent payable under each Lease Agreement has been paid to and including the date of this Agreement and, except as set forth on Schedule 4.6(d)(iii)(a), there has been no prepayment of rent beyond the payment due on the aforesaid date. Except as set forth on Schedule 4.6(d)(iii)(b), no Seller has paid any security deposits, and none is required to be paid, under any of the Leases, and no Seller is entitled to any credit, setoff,

Assets Generally. 10 EXTECH CORPORATION

Assets Generally. Except as set forth on Schedule 3.10.1 attached hereto, the DCAP Entities own outright, and have good and marketable title to, or lease pursuant to leases described on Schedule 3.14, all of their respective assets (including all assets reflected in the DCAP Balance Sheet, except as the same may have been disposed of in the ordinary and usual course of business consistent with past practice since the DCAP Balance Sheet Date), free and clear of all Liens. Upon consummation of the transactions contemplated by this Agreement, except as set forth on Schedule 3.10.1, the DCAP Entities will own their respective assets, free and clear of all Liens. The assets of the DCAP Entities are sufficient to permit them to conduct the DCAP Business as now conducted. None of the assets of the DCAP Entities are subject to any restriction with regard to transferability. There are no Contracts with any Person with respect to the acquisition of any of the assets of the DCAP Entities or any rights or interests therein.

Assets Generally. The Company and the Subsidiaries have good and valid title to all material assets owned by them, in each case free and clear of all Liens except (i) mechanics', carriers', workmen's, repairmen's or other like liens arising under applicable law in the ordinary course of business, (ii) Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business if the underlying obligations are not overdue for a period of more than 90 days, (iii) Liens for Taxes which are not yet due and payable, (iv) mortgages, liens, security interests and encumbrances which secure debt that is reflected as a liability on the Company Financial Statements and the existence of which is indicated in the notes thereto and (v) other imperfections of title or encumbrances, if any, which do not, individually or in the aggregate, materially impair the continued use and operation or the marketability of the assets to which they relate (the mortgages, liens, security interests, encumbrances and imperfections of title described in clauses (i) through (v) above are hereinafter referred to collectively as "Permitted Liens"). All the material tangible personal property of the Company and the Subsidiaries has been maintained in all material respects in accordance with the past practice of the Company and the Subsidiaries and generally accepted industry practice. Each item of material tangible personal property of the Company and the Subsidiaries is in all material respects in good working order and is adequate and sufficient for the Company's or Subsidiaries' intended purposes, ordinary wear and tear excepted. This Section 2.14(a) does not relate to real property or interests in real property, such items being the subject of Section 2.14(b).

Assets Generally. (a) Other than the Sellers, no other Affiliate of Parent has any right, title or interest in and to the Assets. Since October 1, 2001, no transfer of any interest in the Assets has been made by any of the Sellers or PGLP, other than transfers, directly or indirectly, to one or more of the Sellers. (b) There are no mortgages, pledges, liens, security interests, encumbrances, charges or other similar claims (collectively, “Liens”) on the Assets and there are no Liens for Taxes or income taxes owed by Sellers or any of their Affiliates on the Assets other than (i) Liens for Taxes or income taxes not yet due and payable, (ii) Permitted Liens, (iii) nonexclusive licenses for use of the Transferred Software (in object code form only) from any Seller to end users that are listed on Schedule 2.7(b)-1 each of which (collectively, the “End-User Licenses”) was entered into in the ordinary course of business pursuant to the terms of a written license agreement in the form attached hereto as Schedule 2.7(b)-2 (the “Form End-User License”), (iv) nonexclusive licenses for use of the Common Product Elements as part of the Portal Software (as defined in the License-Back Agreement) (in object code form only) from any Seller to end users, each of which (collectively, the “Portal Licenses”) was entered into in the ordinary course of business pursuant to the terms of a written license agreement substantially in the form attached as Exhibit 2.3(c) to the License-Back Agreement, and (v) the License-Back Agreement. To the Knowledge of Sellers, there are no Permitted Liens on any Asset. All of the End-User Licenses (other than any Approved Licenses) shall be terminated by Sellers, with no liability to Buyer, on or before ninety (90) days after the First Closing Date. (c) Since October 1, 2001, none of the Sellers nor any of the Sellers’ Affiliates has granted to any Person, and, to the Knowledge of Sellers, no Person, other than Sellers and their licensees under the End-User Licenses and the Portal Licenses, holds, any license or other rights (or has any option to acquire any license or other rights) to use (including any right to directly or indirectly copy, modify, license, sublicense, publish or distribute) any of the Transferred Software or any other Assets. (d) Since October 1, 2001, no Seller has entered into any lease, security agreement, conditional sales contract, lien or other title retention or security arrangement in connection with any of the Tangible Assets.

Assets Generally. The Assets and the Technology and Trademarks include all properties currently used by InfoPak in operating the MLS Business conducted with the Assets and Technology and Trademarks and necessary for DataNet to operate the MLS Business conducted with the Assets and Technology and Trademarks after the Closing Date in a manner substantially equivalent to the manner in which InfoPak has operated the MLS Business conducted with the Assets prior to and through the Closing Date.