Common use of Good Title Conveyed; Binding Obligations; Etc Clause in Contracts

Good Title Conveyed; Binding Obligations; Etc. Except as set forth on --------------------------------------------- Schedule 4.5, the Sellers are the sole and exclusive owners of the Acquired ------------ Assets and the Inventory and have good, valid and marketable title therein, free and clear of all Liens and Encumbrances, other than the Permitted Liens. Except as set forth in the Activation Contracts and on Schedule 4.5, on the Closing ------------ Date the Sellers will be the sole and exclusive owners of the Acquired Assets and the Inventory and will have good, valid and marketable title therein, free and clear of all Liens and Encumbrances, other than the Permitted Liens. Except for the Activation Contracts, or as set forth on Schedule 4.4 or Schedule 4.5, ------------- ------------- each Seller has complete and unrestricted power and the unqualified right to sell, assign, transfer and deliver to the Buyer, and upon consummation of the transactions contemplated by this Agreement, the Buyer will acquire, good, valid and marketable title to, or as applicable a valid and enforceable leasehold interest in, the Acquired Assets and the Inventory, free and clear of all Liens and Encumbrances, other than the Permitted Liens. Except for the Activation Contracts, or as set forth on Schedule 4.5, and subject to the consents set ------------ forth on Schedule 4.4, each assignment document executed by the Sellers and the ------------ other instruments to be executed and delivered to the Buyer by the Sellers at Closing will effectively vest in the Buyer good, valid and marketable title to the Acquired Assets and the Inventory, free and clear of any Liens and Encumbrances, except Permitted Liens. Except as set forth on Schedule 4.5, ------------- contained in the Excluded Assets or retained for use in the Interim Services Agreement, the Acquired Assets are all of the material tangible personal property and Intellectual Property adequate to carry on the Business as presently conducted and include all tangible and intangible assets and goodwill relating to the Business.