The Assigned Assets include all assets used or useful in connection with the Business. On the Closing Date, the Company shall own and have good and marketable title to all of the Assigned Assets free and clear of all Encumbrances other than Permitted Encumbrances. Neither the ownership nor use of the Assigned Assets conflicts with the rights of any Person. The Company has not given any power of attorney that relates to the Assigned Assets to any other Person.