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3 this Agreement, will (a) result in the creation or imposition of any liens in favor of any third person or entity upon any of the Assets; (b) violate any law, statute, judgment, decree, order, rule or regulation of any governmental authority; (c) constitute an event which, after notice or lapse of time or both, would result in such violation, conflict, default, acceleration, or creation or imposition of liens. 3.03 Title to the Assets. Transferor has good title to, or has the right to use and transfer the Assets to Transferee. The delivery to Transferee of the instruments of transfer of ownership contemplated by this Agreement will vest good, marketable and exclusive title to the Assets to Transferee, free and clear of all liens, encumbrances, obligations and claims of any kind or nature whatsoever. None of the Assets are subject to, or held under, any lease, mortgage, security agreement, conditional sales contract or other title retention agreement. Transferee shall not assume ownership of any Assets containing obligations as set forth in this Section until such obligations are satisfied by Transferor, at which time such Assets shall automatically transfer to Transferee. ARTICLE IV. FURTHER ASSURANCES 4.01 Further Assurances. Transferor agrees that from time to time, Transferor will promptly execute and deliver all further instruments and documents, and take all further action that may be necessary or desirable, or that Transferee may request, in order to perfect and protect Transferee's title and/or possession in and to the Assets, including, but not limited to, any and all Assets to which Transferor obtains title or ownership following the Closing. 4.02 Remedies. Transferor acknowledges that its respective covenants contained in this Agreement constitute a material inducement for the Transferee to enter into this Agreement. Transferor further acknowledges that if Transferor breaches any covenants and agreements contained in this Agreement, the injury that will be suffered by Transferee will be irreparable and Transferee will not have an adequate remedy at law. The parties agree that in the event of such a breach, Transferee shall be entitled to relief by way of injunction from any court of proper jurisdiction (with or without bond), to enforce the agreements and covenants set forth in this Agreement, in addition to all other rights that Transferee may have at law or in equity. 4.03 Severability. All provisions of this Article IV are intended to be severable. In the event any provision or restriction contained in this Agreement is held to be invalid or unenforceable in any respect, in whole or in part, such finding shall in no way affect the legality, validity or enforceability of all other provisions of this Article IV. The parties further agree that any such unenforceable provision or restriction shall be deemed modified so that it shall be enforced to the greatest extent permissible under law, and to the extent that any court of competent jurisdiction determines any restriction to be overly broad or unenforceable, such court is empowered and authorized to limit such restriction so that it is enforceable to the fullest extent permissible under applicable law.