Common use of Assets and Property Clause in Contracts

Assets and Property. (a) Finisar and its Subsidiaries have good and valid title to all property and assets that is reflected on the Finisar Balance Sheet as owned by them or that has been acquired after the date thereof (except for property and assets sold or otherwise disposed of in the ordinary course of business since the date thereof), free and clear of all Liens except such imperfections or irregularities of title or Liens as do not affect the use of the properties or assets subject thereto or affected thereby or otherwise impair business operations at such properties, in either case in such a manner as to have a Material Adverse Effect on Finisar. (b) Finisar and each of its Subsidiaries own or lease all tangible assets and properties which are material to the conduct of their respective business as currently conducted (the "Finisar Material Tangible Assets"). The Finisar Material Tangible Assets are in good operating condition and repair. Neither Finisar nor any of its Subsidiaries is in default under or in breach or violation of, nor is there any basis for any claim of default by Optium or any of its Subsidiaries under, or breach or violation by Optium or any of its Subsidiaries of, any lease for Finisar Material Tangible Assets. To Finisar's knowledge, no other party is in default under or in breach or violation of, nor is there any valid basis for any claim of default by any such party under, or breach or violation by any such party of, any such lease. All such leases to which Finisar or any of its Subsidiaries is a party are in full force and effect and are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar Law affecting or relating to creditors' rights generally, and (ii) general principles of equity. (c) The Finisar Disclosure Schedule sets forth a true and complete list of all real property owned, leased, subleased, or otherwise occupied by Finisar or any of its Subsidiaries (collectively, the "Finisar Facilities"). Finisar and each of its Subsidiaries has good and marketable fee simple title to all real property that it owns, free and clear of all Liens, except for Liens for current Taxes not yet due or payable. The Finisar Facilities are not subject to any encumbrances, encroachments, building or use restrictions, exceptions, reservations or limitations, except those which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Finisar, or prevent any continued use of any of the Finisar Facilities in the usual and normal conduct of Finisar's business. There are no governmental or other restrictions which would prevent Finisar from conducting business operations in Finisar Facilities in the manner currently conducted. There are not pending or, to Finisar's knowledge, threatened condemnation proceedings relating to any of the Finisar Facilities. Neither Finisar nor any of its Subsidiaries is in default under or in breach or violation of, nor is there any basis for any claim of default by Finisar or any of its Subsidiaries under, or breach or violation by Finisar or any of its Subsidiaries of, any real property lease for Finisar Facilities. To Finisar's knowledge, no other party is in default under or in breach or violation of, nor is there any valid basis for any claim of default by any such party under, or breach or violation by any such party of, any such lease. All such real property leases for Facilities currently occupied or leased by Finisar or any of its Subsidiaries are in full force and effect and are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar Law affecting or relating to creditors' rights generally, and (ii) general principles of equity.

Assets and Property. (a) Finisar Optium and its Subsidiaries have good and valid title to all property and assets that is reflected on the Finisar Optium Balance Sheet as owned by them or that has been acquired after the date thereof (except for property and assets sold or otherwise disposed of in the ordinary course of business since the date thereof), free and clear of all Liens except such imperfections or irregularities of title or Liens as do not affect the use of the properties or assets subject thereto or affected thereby or otherwise impair business operations at such properties, in either case in such a manner as to have a Material Adverse Effect on FinisarOptium. (b) Finisar Optium and each of its Subsidiaries own or lease all tangible assets and properties which are material to the conduct of their respective business as currently conducted (the "Finisar Optium Material Tangible Assets"). The Finisar Optium Material Tangible Assets Assets, taken as a whole, are adequate for the uses to which they are being put and are in good operating condition and repair. Neither Finisar Optium nor any of its Subsidiaries is in default under or in breach or violation of, nor is there any basis for any claim of default by Optium or any of its Subsidiaries under, or breach or violation by Optium or any of its Subsidiaries of, any lease for Finisar Optium Material Tangible Assets. To Finisar's knowledge, no other party is in default under or in breach or violation of, nor is there any valid basis for any claim of default by any such party under, or breach or violation by any such party of, any such lease. All such leases to which Finisar Optium or any of its Subsidiaries is a party are in full force and effect and are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar Law affecting or relating to creditors' rights generally, and (ii) general principles of equity. (c) The Finisar Optium Disclosure Schedule sets forth a true true, accurate and complete list of all real property owned, leased, subleased, subleased or otherwise occupied by Finisar Optium or any of its Subsidiaries (collectively, the "Finisar Optium Facilities"). Finisar and each of its Subsidiaries has good and marketable fee simple title to all Optium owns no real property that it owns, free and clear of all Liens, except for Liens for current Taxes not yet due or payableproperty. The Finisar Optium Facilities are not subject to any encumbrances, encroachments, building or use restrictions, exceptions, reservations or limitations, except those which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on FinisarOptium, or prevent any continued use of any of the Finisar Optium Facilities in the usual and normal conduct of FinisarOptium's business. There are no governmental or other restrictions which would prevent Finisar or Optium from conducting business operations in Finisar Optium Facilities in the manner currently conducted. There are not pending or, to FinisarOptium's knowledge, threatened condemnation proceedings relating to any of the Finisar Optium Facilities. Neither Finisar Optium nor any of its Subsidiaries is in default under or in breach or violation of, nor is there any basis for any claim of default by Finisar Optium or any of its Subsidiaries under, or breach or violation by Finisar Optium or any of its Subsidiaries of, any real property lease for Finisar Optium Facilities. To FinisarOptium's knowledge, no other party is in default under or in breach or violation of, nor is there any valid basis for any claim of default by any such party under, or breach or violation by any such party of, any such lease. All such real property leases for Optium Facilities currently occupied or leased by Finisar Optium or any of its Subsidiaries are in full force and effect and are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar Law affecting or relating to creditors' rights generally, and (ii) general principles of equity.

Assets and Property. (a) Finisar Except as set forth on Schedule 4.6(a), the Company and its Subsidiaries have good each Subsidiary has good, legal and valid marketable title to all of the personal property and non-real property assets that is reflected on the Finisar Balance Sheet as owned by them or that has been acquired after the date thereof (except for property and assets sold or otherwise disposed of it, in the ordinary course of business since the date thereof), each case free and clear of all Liens Encumbrances except such imperfections or irregularities of title or Liens as do not affect Permitted Encumbrances. With respect to the use of personal property and non-real property assets that the properties or assets subject thereto or affected thereby or otherwise impair business operations at such properties, in either case in such a manner as to have a Material Adverse Effect on Finisar. (b) Finisar Company and each of its Subsidiaries own leases, the Company and its Subsidiaries are in compliance with all material provisions of such leases and the Company and its Subsidiaries hold a valid leasehold interest free and clear of any Encumbrances except for Permitted Encumbrances. All material non-real property facilities, machinery, equipment, fixtures, vehicles and other assets owned, leased or lease all tangible assets used by the Company and properties which are material to the conduct of their respective business as currently conducted (the "Finisar Material Tangible Assets"). The Finisar Material Tangible Assets its Subsidiaries are in good operating condition and repair. Neither Finisar nor any of its Subsidiaries is , are reasonably fit and usable for the purposes for which they are being used, are adequate and sufficient for the Company's business and conform in default under or in breach or violation of, nor is there any basis for any claim of default by Optium or any of its Subsidiaries under, or breach or violation by Optium or any of its Subsidiaries of, any lease for Finisar Material Tangible Assets. To Finisar's knowledge, no other party is in default under or in breach or violation of, nor is there any valid basis for any claim of default by any such party under, or breach or violation by any such party of, any such lease. All such leases to which Finisar or any of its Subsidiaries is a party are in full force and effect and are valid, binding and enforceable in accordance all respects with their respective terms, all applicable laws except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar Law affecting or relating to creditors' rights generally, and (ii) general principles of equity. (c) The Finisar Disclosure Schedule sets forth a true and complete list of all real property owned, leased, subleased, or otherwise occupied by Finisar or any of its Subsidiaries (collectively, the "Finisar Facilities"). Finisar and each of its Subsidiaries has good and marketable fee simple title to all real property that it owns, free and clear of all Liens, except for Liens for current Taxes not yet due or payable. The Finisar Facilities are not subject to any encumbrances, encroachments, building or use restrictions, exceptions, reservations or limitations, except those which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect Effect. (b) Except as set forth on FinisarSchedule 4.6(b), neither the Company nor any Subsidiary owns any real property. (c) The Company has delivered or prevent any continued use otherwise made available to the Purchasers true, correct and complete copies of all material Real Property Leases (together with all amendments, modifications, supplements or side letters affecting the obligations of any party thereunder) affecting all material real property and interests in real property leased by the Company and its Subsidiaries (each a "Real Property Lease," and collectively, the "Real Property Leases") as lessee or lessor. Schedule 4.6(c) sets forth a complete list of all Real Property Leases. The information contained in the Real Property Lease Recap Book delivered to the Purchasers by the Company on April 13, 2001 is true, correct and complete in all material respects. Except as set forth on Schedule 4.6(c), the Company and its Subsidiaries have good, legal and marketable title to the leasehold estates in all Real Property Leases in each case free and clear of all Encumbrances (except for Permitted Encumbrances). The Company has no reason to believe that such title would not be insurable subject to customary exceptions. (d) To the knowledge of the Finisar Facilities in the usual and normal conduct of Finisar's business. There are no governmental or other restrictions which would prevent Finisar from conducting business operations in Finisar Facilities in the manner currently conducted. There are not pending orCompany, to Finisar's knowledge, threatened condemnation proceedings relating to any each of the Finisar Facilities. Neither Finisar nor any of its Subsidiaries Real Property Leases is in default under or in breach or violation of, nor is there any basis for any claim of default by Finisar or any of its Subsidiaries under, or breach or violation by Finisar or any of its Subsidiaries of, any real property lease for Finisar Facilities. To Finisar's knowledge, no other party is in default under or in breach or violation of, nor is there any valid basis for any claim of default by any such party under, or breach or violation by any such party of, any such lease. All such real property leases for Facilities currently occupied or leased by Finisar or any of its Subsidiaries are in full force and effect and are valid, binding and enforceable in accordance with their respective its terms, except as such enforceability may be limited by (i) subject to applicable bankruptcy, insolvency, moratorium or reorganization, receivership, moratorium, fraudulent transfer and other similar Law affecting or laws of general application relating to and affecting the enforceability of creditors' rights generallyand remedies generally and subject, and (ii) as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and, except as set forth on Schedule 4.6(d), there is no material default under any Real Property Lease by the Company and its Subsidiaries or, to the knowledge of the Company, by any other party thereto, and, to the knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material default by the Company or its Subsidiaries thereunder. (e) To the Company's knowledge, no previous or current party to any Real Property Lease has given notice of or made a claim with respect to any material breach or material default by the Company or any Subsidiary thereunder. With respect to those Real Property Leases that were assigned or subleased to the Company or its Subsidiaries by a third party, all necessary consents to such assignments or subleases have been obtained except as would not reasonably be expected to have a Material Adverse Effect.