Title to Assets; Encumbrances. Seller has good and marketable title or a valid leasehold or license interest to the Assets. None of the Assets is subject to any mortgage, pledge, lien, security interest, encumbrance, restriction, variance, charge or limitation of any kind. At the Closing, Buyer shall receive good and marketable title to the Assets, free of any liens, claims or encumbrances. The Assets and the Assumed Contracts include all rights, properties and other assets necessary to permit Buyer to conduct the Proposed Business in all material respects in the same manner as it is conducted on, and has been conducted prior to, the Effective Date and the Closing Date.

Title to Assets; Encumbrances.Assets. Seller has good and marketable title or a valid leasehold or license interest towill transfer, and upon the Assets. Noneconsummation of the Assets is subject to any mortgage, pledge, lien, security interest, encumbrance, restriction, variance, charge or limitation of any kind. At the Closing,transactions contemplated hereby Buyer shall receivewill acquire good and marketable title to or other right to use all of the Assets,assets, in each case free and clear of all liens or encumbrances of any liens, claimskind, other than encumbrances for taxes or encumbrances.other statutory or governmental charges not yet due. The Assets and the Assumed Contracts includeinclude, without limitation, all rights, properties and other assets necessary to permit Buyer tofor the conduct the Proposed Business in all material respects in the same mannerof business as it is conducted on, and has been conducted prior to, the Effective Date and the Closing Date.currently operated.

Ownership. Seller is the sole record and beneficial owner of the assets, has good and marketable title or a valid leasehold or license interest to the Assets. Noneassets, free and clear of all Encumbrances (hereafter defined), and has full legal right and power to sell, transfer and deliver the assets to Purchaser in accordance with this Agreement. "Encumbrances" means any liens, pledges, hypothecations, charges, adverse claims, options, preferential arrangements or restrictions of any kind, including, without limitation, any restriction of the Assets is subject to any mortgage, pledge, lien, security interest, encumbrance, restriction, variance, chargeuse, voting, transfer, receipt of income or limitationother exercise of any kind. Atattributes of ownership. Upon the Closing, Buyer shallexecution and delivery of this Agreement, Purchaser will receive good and marketable title to the Assets,assets, free and clear of all Encumbrances. There are no stockholders' agreements, voting trust, proxies, options, rights of first refusal or any liens, claimsother agreements or encumbrances. The Assets andunderstandings with respect to the Assumed Contracts include all rights, properties and other assets necessary to permit Buyer to conduct the Proposed Business in all material respects in the same manner as it is conducted on, and has been conducted prior to, the Effective Date and the Closing Date.assets.