Common use of Title to Assets and Related Matters Clause in Contracts

Title to Assets and Related Matters. The Selling Entities collectively own and will transfer to CTB at the Closing good, marketable and indefeasible title to, or with respect to leased assets included in the Purchased Assets, a valid leasehold interest in, subject to the terms and conditions of such leases, all of the Purchased Assets, free and clear of all Encumbrances other than Permitted Encumbrances. The use of the Purchased Assets is not subject to any Encumbrances (other than Permitted Encumbrances), and such use does not materially encroach on the property or rights of any other Person. All Purchased Assets are in the possession or under the control of one or more of the Selling Entities and consist of all of the Assets necessary to operate the Business as currently, and since September 30, 2000, operated and which generated the revenues reflected in the Financial Statements except for Assets disposed of since such date in the ordinary course of business. Except as set forth on Schedule 4.5, all of the tangible personal property included in the Purchased Assets (a) is in good working condition and repair, subject to normal wear and tear, (b) is usable in the ordinary course of business and (c) conforms in all material respects with all applicable Laws relating to its construction, use and operation. Except for those items subject to the Personal Property Leases, no Person other than the Selling Entities owns any vehicles, equipment or other tangible assets located on the Real Property that are used by the Selling Entities in the Business (other than immaterial items of personal property owned by the employees of the Selling Entities) or that are necessary for the operation of the Business as currently, and since September 30, 2000, operated except for Assets disposed of since such date in the ordinary course of business. BBT does not own or lease any Assets used in the operation of the Business or necessary to operate the Business substantially in accordance with past practice.