Common use of Title to and Use of Property Clause in Contracts

Title to and Use of Property. (a) At the Closing, the Purchaser will acquire all of each Seller's right, title and interest in, to and under all of the Assets, in each case free and clear of any and all Encumbrances (including, without limitation, any and all claims that may arise by reason of the execution, delivery or performance by the Sellers of this Agreement) other than Permitted Encumbrances and with respect to Assumed Contracts, subject to the Purchaser's obligations under Section 1.3(a)(ii); (b) Except for any assets that are Excluded Assets, the Assets include, without limitation, all real property interests and related rights and interests and all personal property of the Sellers, both tangible and intangible, materially necessary to conduct the Business as it is currently conducted by the Sellers and/or any of their subsidiaries, to provide all services currently provided by the Sellers and/or any of their subsidiaries, and none of such Assets are owned by any subsidiaries of GST other than the Sellers. All of the Excluded Assets located outside of the United States are of DE MINIMUS value and are not material to the conduct of the Business. (c) Except as disclosed in Section 3.3 of the Seller Disclosure Letter, the Sellers have all Permits that are material to the conduct of the Business. All such Permits are listed on Section 3.14(c) of the Seller Disclosure Letter and are in full force and effect. Except as set forth on Section 3.14(c) of the Seller Disclosure Letter, no material violations are or have been committed in respect of any material Permit and no proceeding is pending or, to the best knowledge of any of the Sellers, threatened to revoke or limit any material Permit.

Title to and Use of Property. (a) At the Closing, the Purchaser will acquire all of each Seller's right, title and interest in, to and under all of the Assets, in each case free and clear of any and all Encumbrances (including, without limitation, any and all claims that may arise by reason of the execution, delivery or performance by the Sellers of this Agreement) other than Permitted Encumbrances and with respect to Assumed Contracts, subject to the Purchaser's obligations under Section 1.3(a)(ii); (b) Except for any assets that are Excluded Assets, the Assets include, without limitation, all real property interests and related rights and interests and all personal property of the Sellers, both tangible and intangible, materially necessary to conduct the Business as it is currently conducted by the Sellers and/or any of their subsidiaries, to provide all services currently provided by the Sellers and/or any of their subsidiaries, and none of such Assets are owned by any subsidiaries of GST other than the Sellers. All of the Excluded Assets located outside of the United States are of DE MINIMUS de minimus value and are not material to the conduct of the Business. (c) Except as disclosed in Section 3.3 of the Seller Disclosure Letter, the Sellers have all Permits that are material to the conduct of the Business. All such Permits are listed on Section 3.14(c) of the Seller Disclosure Letter and are in full force and effect. Except as set forth on Section 3.14(c) of the Seller Disclosure Letter, no material violations are or have been committed in respect of any material Permit and no proceeding is pending or, to the best knowledge of any of the Sellers, threatened to revoke or limit any material Permit.