Common use of Title and Condition of Assets Clause in Contracts

Title and Condition of Assets. Seller has good and indefeasible title to the Owned Property and tangible and intangible personal property owned by it that comprise the Assets, free and clear of Liens, other than: (1) Permitted Encumbrances, or (2) Liens which will be released or discharged at or prior to the Effective Time of Closing. To the knowledge of Seller, the tangible Assets are capable of being used in the Business as presently being conducted without present need for repair or replacement except in the ordinary course of the Business. Since the date of the December Balance Sheet, Seller has not sold, transferred, leased, distributed or otherwise disposed of any of its assets, or agreed to do so except for sales of Products and services in the ordinary course of business or the disposition of immaterial assets in the ordinary course of business or which in the reasonable judgment of management are not necessary or advisable to the efficient operations of Seller. All real and tangible personal property held by Seller under the Scheduled Leases is held under valid and binding lease agreements in full force and effect. Seller is not in material default, and to Seller's knowledge no notice of alleged material default has been received by Seller, under any such Scheduled Leases and, to the knowledge of Seller, no lessor is in material default or alleged to be in material default thereunder. The Assets constitute all material assets and properties, real, personal, tangible and intangible, that are necessary for the continued conduct of the Business as presently being conducted. Appendix 2.1(B)(12) to the Seller's Disclosure Letter contains a true and correct list of the names of each bank, savings and loan or other financial institution in which Seller or subsidiaries has an account, including cash contribution accounts, safe deposit boxes and lock box arrangements, and the names of all Persons authorized to draw thereon or to have access thereto.

Title and Condition of Assets. Seller has good and indefeasible title to the Owned Property and tangible and intangible personal property The Shares owned by it that comprise the Assets, Seller and Assets owned ----------------------------- by Corporation to be Sold are free and clear of Liens, other than: (1) than Permitted Encumbrances, or (2) or Liens which will be released or discharged at or prior to the Effective Time of Closing. To the knowledge of Seller, the The tangible Assets are in good operating condition and repair, subject to ordinary wear and tear, and have been maintained in accordance with standard industry practice, are capable of being used in the Business as presently being conducted without present need for repair or replacement except in the ordinary course of the Business, conform in all material ------ respects with all applicable legal requirements known to Seller and Corporation to be Sold, and in the aggregate provide the capacity to enable Corporation to be Sold to engage in commercial operation on a continuous basis (subject to normal maintenance and repair outages in the ordinary course). Since the date of the December Interim Balance Sheet, Seller Corporation to be Sold has not sold, transferred, leased, distributed or otherwise disposed of any of its assets, or agreed to do so except for sales of Products products and services in the ------ ordinary course of business or the disposition of immaterial assets in the ordinary course of business or which in the reasonable judgment of management are not necessary or advisable to the efficient operations of SellerSeller and Corporation to be Sold. All real items of raw materials, work-in-process and tangible personal property held finished goods included in the Inventories are in such condition that they can be readily converted into merchantable finished goods by Seller under the Scheduled Leases is held under valid industry standard processing procedures currently used by Corporation to be Sold, all items of finished goods are of good standard and binding lease agreements in full force and effect. Seller is not in material defaultmerchantable quality, and to Seller's knowledge no notice of alleged material default has been received by Seller, under any such Scheduled Leases and, to the knowledge of Seller, no lessor is in material default or alleged to be in material default thereunder. The Assets constitute all material assets and properties, real, personal, tangible and intangible, that are necessary for the continued conduct none of the Business as presently being conducted. Appendix 2.1(B)(12) to items is obsolete or defective, except in each case for items which have been ------ written off or written down and so reflected on the Seller's Disclosure Letter contains a true and correct list of Interim Balance Sheet or for which reserves are provided the names of each bank, savings and loan or other financial institution in which Seller or subsidiaries has an account, including cash contribution accounts, safe deposit boxes and lock box arrangements, and the names of all Persons authorized to draw thereon or to have access theretoInterim Balance Sheet.

Title and Condition of Assets. Seller has TAP and the TAP Subsidiaries have good and indefeasible marketable title to, or a valid leasehold interest in, all of the Assets owned, used or held for use by TAP and the TAP Subsidiaries and necessary or material to the Owned Property and tangible and intangible personal property owned by it that comprise operation of their business as currently conducted, including all Assets stated on the AssetsTAP 2007 Audited Balance Sheet, free and clear of all Liens, other than: (1) except Permitted Encumbrances, or (2) Liens which will be released or discharged at or prior to the Effective Time of ClosingLiens. To the knowledge of Seller, the tangible The Assets are capable of being used in the Business as presently being conducted without present need for repair or replacement except in the ordinary course of the Business. Since the date of the December Balance Sheet, Seller has not sold, transferred, leased, distributed or otherwise disposed of any of its assets, or agreed to do so except for sales of Products and services in the ordinary course of business or the disposition of immaterial assets in the ordinary course of business or which in the reasonable judgment of management are not necessary or advisable to the efficient operations of Seller. All real and tangible personal property held by Seller under the Scheduled Leases is held under valid and binding lease agreements in full force and effect. Seller is not in material default, and to Seller's knowledge no notice of alleged material default has been received by Seller, under any such Scheduled Leases and, to the knowledge of Seller, no lessor is in material default or alleged to be in material default thereunder. The Assets constitute all material assets and properties, real, personal, tangible and intangible, that are necessary for the continued conduct of the Business as presently businesses of TAP and the TAP Subsidiaries have been well maintained, are in good operating condition and repair (normal wear and tear excepted), and are adequate and suitable for the particular purpose for which they are being conductedused or held for use. Appendix 2.1(B)(12) With respect to the Seller's Disclosure Letter contains a true Headquarters Facility and correct list the Leased Facility, as applicable, (a) there are no pending or threatened condemnation proceedings thereto; (b) there are no leases, subleases, licenses or agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of the names of each bank, savings and loan Headquarters Facility (excluding the Headquarters Lease to be entered into at Closing) or the Leased Facility (other than the leases to TAP or its Subsidiaries being assigned to ▇▇▇▇▇▇ at Closing); (c) no portion thereof has suffered any material damage by fire or other financial institution casualty loss which has not heretofore been completely repaired and restored to its original condition (ordinary wear and tear excepted), except as would not, individually or in the aggregate, reasonably be expected to interfere with the use thereof, or with respect to any Leased Facility, which Seller has not heretofore been completely repaired and restored in accordance with the terms of the applicable lease; and (d) there are no outstanding options or subsidiaries has an accountrights of first refusal to purchase the Headquarters Facility, including cash contribution accounts, safe deposit boxes and lock box arrangements, and the names of all Persons authorized to draw thereon or to have access theretoany portion thereof or interest therein.

Title and Condition of Assets. Seller Corp. has good and indefeasible marketable title to the Owned Property and tangible and intangible personal property owned by it that comprise the Assets, free and clear of Liens, other than: (1) Permitted Encumbrances, ; or (2) Liens which will be released or discharged at or prior to as of the Effective Time of Closing. To No improvement or structure on any real property leased by Seller Corp. encroaches on any adjacent property. No improvement or structure on any real property leased by Seller Corp. has been damaged by any casualty or act of God, or been subject to any condemnation proceedings which, singly or in the knowledge of Selleraggregate, the tangible Assets are would have a Material Adverse Effect. The Equipment (i) is in good operating condition, order and repair, subject to ordinary wear and tear, (ii) is capable of being used in the Business as presently being conducted without present need for repair or replacement except in the ordinary course of the Business, (iii) conforms in all material respects with all applicable legal requirements, and (iv) in the aggregate provides the capacity to enable Seller Corp. to engage in commercial operation on a continuous basis (subject to normal maintenance and repair outages in the ordinary course). Since the date of the December Unaudited Balance Sheet, Seller Corp. has not sold, transferred, leased, distributed or otherwise disposed of any of its assetsAssets, or agreed to do so except for sales of Products and services in the ordinary course of business or the disposition of immaterial assets Assets in the ordinary course of business or which in the reasonable judgment of management are not necessary or advisable to the efficient operations of Seller. Seller Corp. All real items of raw materials, work-in-process and tangible personal property held finished goods included in the Inventories are in such condition that they can be readily converted into merchantable finished goods by industry standard processing procedures currently used by Seller under the Scheduled Leases is held under valid Corp., all items of finished goods are of good standard and binding lease agreements in full force and effect. Seller is not in material defaultmerchantable quality, and to Seller's knowledge no notice none of alleged material default has the items is obsolete or defective, except in each case for items which have been received by Seller, under any such Scheduled Leases and, to written off and so reflected on the knowledge Unaudited Balance Sheet. The quantities of Seller, no lessor is each category and type of the Inventories not written off or reserved against are reasonable and warranted in material default or alleged to be in material default thereunderthe present circumstances of Seller Corp. and are not excessive. The Assets constitute all material assets and properties, real, personal, tangible and intangible, that are necessary for the continued conduct of the Business as presently being conducted. Appendix 2.1(B)(12) to the Seller's Disclosure Letter contains a true and correct list of the names of each bank, savings and loan or other financial institution in which Seller or subsidiaries has an account, including cash contribution accounts, safe deposit boxes and lock box arrangements, and the names of all Persons authorized to draw thereon or to have access thereto.