Common use of Assets; Absence of Liens and Encumbrances Clause in Contracts

Assets; Absence of Liens and Encumbrances. Neither the Company nor any of the Company Subsidiaries owns any real property. Section 3.17(a) of the Company Disclosure Schedule lists all real property leases to which the Company or any Company Subsidiary is a party and each amendment thereto (all such leases, as amended, being the "Company Leases"), and with respect to each such lease, the aggregate monthly rent payable thereunder and the expiration date thereof. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) that would give rise to a material claim. Neither the Company nor any of the Company Subsidiaries have subleased or otherwise granted rights of use or occupancy of any of the premises subject to such leases to any other persons. Other than leaseholds created under the real property leases identified in Section 3.17(a) of the Company Disclosure Schedule, the Company and the Company Subsidiaries have no leasehold interest in any real property. The Company and each Company Subsidiary own, lease or have the legal right to use all of the material assets, including, without limitation, personal property (other than Intellectual Property, which is covered by Section 3.14 hereof), used or intended to be used in the conduct of the business of the Company or such Company Subsidiary or otherwise owned, leased or used by the Company or such Company Subsidiary and, with respect to contract rights, is a party to and enjoys the right to the benefits of all material contracts, agreements and other arrangements used or intended to be used by the Company or such Company Subsidiary in or relating to the conduct of the business of the Company and each Company Subsidiary (all such properties, assets and contract rights, together with the Company Leases, being the "Company Assets"). The Company and each Company Subsidiary have good and marketable title to, or, in the case of leased or subleased Company Assets, valid and subsisting leasehold interests in, all the Company Assets, free and clear of all mortgages, liens, pledges, charges, claims, security interests or encumbrances of any kind or character ("Liens") except for (x) Liens for current Taxes not yet due and payable, and (y) Liens that have arisen in the ordinary course of business and that do not (in any case or in the aggregate) materially detract from the value, or materially interfere with the present or contemplated use, of the Company Assets subject thereto or affected thereby. The equipment of the Company and the Company Subsidiaries used in the operations of their business is, taken as a whole, in good operating condition and repair, ordinary wear and tear excepted. Certain Interests. No event has occurred that would be required to be reported currently by the Company as a Certain Relationship or Related Transaction pursuant to Item 404 of Regulation S-K promulgated under the Securities Act assuming the Company were subject to such provisions of the Securities Act.

Assets; Absence of Liens and Encumbrances. (a) Neither the Company nor any of the Company Subsidiaries owns any real property. Section 3.17(a) of the Company Disclosure Schedule lists all real property leases to which the Company or any Company Subsidiary is a party and each amendment thereto (all such leases, as amended, being the "Company LeasesCOMPANY LEASES"), and with respect to each such lease, the aggregate monthly rent payable thereunder and the expiration date thereof. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) that would give rise to a material claim. Neither the Company nor any of the Company Subsidiaries have subleased or otherwise granted rights of use or occupancy of any of the premises subject to such leases to any other persons. Other than leaseholds created under the real property leases identified in Section 3.17(a) of the Company Disclosure Schedule, the Company and the Company Subsidiaries have no leasehold interest in any real property. . (b) The Company and each Company Subsidiary own, lease or have the legal right to use all of the material assets, including, without limitation, personal property (other than Intellectual Property, which is covered by Section 3.14 hereof), used or intended to be used in the conduct of the business of the Company or such Company Subsidiary or otherwise owned, leased or used by the Company or such Company Subsidiary and, with respect to contract rights, is a party to and enjoys the right to the benefits of all material contracts, agreements and other arrangements used or intended to be used by the Company or such Company Subsidiary in or relating to the conduct of the business of the Company and each Company Subsidiary (all such properties, assets and contract rights, together with the Company Leases, being the "Company AssetsCOMPANY ASSETS"). . (c) The Company and each Company Subsidiary have good and marketable title to, or, in the case of leased or subleased Company Assets, valid and subsisting leasehold interests in, all the Company Assets, free and clear of all mortgages, liens, pledges, charges, claims, security interests or encumbrances of any kind or character ("LiensLIENS") except for (x) Liens for current Taxes not yet due and payable, and (y) Liens that have arisen in the ordinary course of business and that do not (in any case or in the aggregate) materially detract from the value, or materially interfere with the present or contemplated use, of the Company Assets subject thereto or affected thereby. The equipment of the Company and the Company Subsidiaries used in the operations of their business is, taken as a whole, in good operating condition and repair, ordinary wear and tear excepted. Certain Interests. No event has occurred that would be required to be reported currently by the Company as a Certain Relationship or Related Transaction pursuant to Item 404 of Regulation S-K promulgated under the Securities Act assuming the Company were subject to such provisions of the Securities Act.

Assets; Absence of Liens and Encumbrances. (a) Neither the Company Parent nor any of the Company Parent Subsidiaries owns any real property. Section 3.17(a) 4.18 of the Company Parent Disclosure Schedule lists all real property leases to which the Company Parent or any Company Parent Subsidiary is a party and each amendment thereto (all such leases, as amended, being the "Company LeasesPARENT LEASES"), and with respect to each such lease, the aggregate monthly rent payable thereunder and the expiration date thereof. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) that would give rise to a material claim. Neither the Company Parent nor any of the Company Parent Subsidiaries have subleased or otherwise granted rights of use or occupancy of any of the premises subject to such leases to any other persons. Other than leaseholds created under the real property leases identified in Section 3.17(a4.18(a) of the Company Parent Disclosure Schedule, the Company Parent and the Company Parent Subsidiaries have no leasehold interest in any real property. The Company 51 (b) Parent and each Company Parent Subsidiary own, lease or have the legal right to use all of the material assets, including, without limitation, personal property (other than Intellectual Property, which is covered by Section 3.14 4.15 hereof), used or intended to be used in the conduct of the business of the Company Parent or such Company Parent Subsidiary or otherwise owned, leased or used by the Company Parent or such Company Parent Subsidiary and, with respect to contract rights, is a party to and enjoys the right to the benefits of all material contracts, agreements and other arrangements used or intended to be used by the Company Parent or such Company Parent Subsidiary in or relating to the conduct of the business of the Company Parent and each Company Parent Subsidiary (all such properties, assets and contract rights, together with the Company Parent Leases, being the "Company AssetsPARENT ASSETS"). The Company . (c) Parent and each Company Parent Subsidiary have good and marketable title to, or, in the case of leased or subleased Company Parent Assets, valid and subsisting leasehold interests in, all the Company Parent Assets, free and clear of all mortgages, liens, pledges, charges, claims, security interests or encumbrances of any kind or character ("Liens") Liens except for (x) Liens for current Taxes not yet due and payable, and (y) Liens that have arisen in the ordinary course of business and that do not (in any case or in the aggregate) materially detract from the value, or materially interfere with the present or contemplated use, of the Company Parent Assets subject thereto or affected thereby. The equipment of the Company Parent and the Company Parent Subsidiaries used in the operations of their business is, taken as a whole, in good operating condition and repair, ordinary wear and tear excepted. Certain Interests. No event has occurred that would be required to be reported currently by the Company as a Certain Relationship or Related Transaction pursuant to Item 404 of Regulation S-K promulgated under the Securities Act assuming the Company were subject to such provisions of the Securities Act.

Assets; Absence of Liens and Encumbrances. Neither the Company Parent nor any of the Company Parent Subsidiaries owns any real property. Section 3.17(a) 4.18 of the Company Parent Disclosure Schedule lists all real property leases to which the Company Parent or any Company Parent Subsidiary is a party and each amendment thereto (all such leases, as amended, being the "Company Parent Leases"), and with respect to each such lease, the aggregate monthly rent payable thereunder and the expiration date thereof. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) that would give rise to a material claim. Neither the Company Parent nor any of the Company Parent Subsidiaries have subleased or otherwise granted rights of use or occupancy of any of the premises subject to such leases to any other persons. Other than leaseholds created under the real property leases identified in Section 3.17(a4.18(a) of the Company Parent Disclosure Schedule, the Company Parent and the Company Parent Subsidiaries have no leasehold interest in any real property. The Company Parent and each Company Parent Subsidiary own, lease or have the legal right to use all of the material assets, including, without limitation, personal property (other than Intellectual Property, which is covered by Section 3.14 4.15 hereof), used or intended to be used in the conduct of the business of the Company Parent or such Company Parent Subsidiary or otherwise owned, leased or used by the Company Parent or such Company Parent Subsidiary and, with respect to contract rights, is a party to and enjoys the right to the benefits of all material contracts, agreements and other arrangements used or intended to be used by the Company Parent or such Company Parent Subsidiary in or relating to the conduct of the business of the Company Parent and each Company Parent Subsidiary (all such properties, assets and contract rights, together with the Company Parent Leases, being the "Company Parent Assets"). The Company Parent and each Company Parent Subsidiary have good and marketable title to, or, in the case of leased or subleased Company Parent Assets, valid and subsisting leasehold interests in, all the Company Parent Assets, free and clear of all mortgages, liens, pledges, charges, claims, security interests or encumbrances of any kind or character ("Liens") Liens except for (x) Liens for current Taxes not yet due and payable, and (y) Liens that have arisen in the ordinary course of business and that do not (in any case or in the aggregate) materially detract from the value, or materially interfere with the present or contemplated use, of the Company Parent Assets subject thereto or affected thereby. The equipment of the Company Parent and the Company Parent Subsidiaries used in the operations of their business is, taken as a whole, in good operating condition and repair, ordinary wear and tear excepted. Certain Interests. No Except as disclosed in Parent SEC Reports, no event has occurred that would be required to be reported currently by the Company Parent as a Certain Relationship or Related Transaction pursuant to Item 404 of Regulation S-K promulgated under the Securities Act assuming Act. Insurance Policies. True and complete copies of all insurance policies to which Parent or any Parent Subsidiary is a party or is a beneficiary or named insured such policies have been provided or made available to the Company were subject to such provisions Company. Except as set forth in Section 4.20 of the Securities ActParent Disclosure Schedule, there have been no material claim or series of claims made under such insurance policies within the past three years. All premiums due on such policies have been paid, and, to Parent's knowledge, Parent and each Parent Subsidiary is otherwise in compliance with the terms of such policies. Neither Parent nor any Parent Subsidiary has failed to give any notice or present any material claim under any such policy in a timely fashion, except where such failure would not prejudice Parent's or any Parent Subsidiary's ability to make such a claim. Such insurance to the date hereof has been maintained in full force and effect and not been canceled or changed, except to extend the maturity dates thereof. Neither Parent nor any Parent Subsidiary has any knowledge of any actual or possible (i) cancellation or threatened termination of any insurance policy, (ii) refusal of any coverage or rejection of any claim under any insurance policy or (iii) material premium increase with respect to any insurance policy.