Common use of Assets and Real Property Clause in Contracts

Assets and Real Property. (a) Except as set forth on Schedule 2.8(a) of the Disclosure Schedules or to the extent exclusively used in the Excluded Businesses, the Company has good and valid title to or, in the case of leased property, good and valid leasehold interests in, all of the assets and property owned, used regularly or held for regular use in connection with or necessary for the conduct of the business of the Company in the manner it is currently conducted, including those reflected on the on the unaudited balance sheet of the Company as of February 2, 2013, (but excluding the Excluded Businesses and any such assets and properties sold, consumed or otherwise disposed of in the Ordinary Course of Business since February 2, 2013), free and clear of all Liens, other than Permitted Liens. (b) Except as set forth on Schedule 2.8(b) of the Disclosure Schedules or for the Excluded Assets, (i) all of the tangible property of the Company has been maintained in accordance with normal industry practice in all material respects, is in good operating condition and repair (subject to normal wear and tear), and is suitable for the purposes for which it is presently used and (ii) none of the tangible property of the Company is in the possession of others (including bailees and warehousemen) and the Company holds no property on consignment. (c) The Company does not own in fee any real property interests. (d) Except to the extent exclusively related to the Excluded Businesses, Schedule 2.8(d) of the Disclosure Schedules sets forth (whether as lessee or lessor) a complete and accurate list of all leases of real property (such real property, the “Leased Real Property”) to which the Company is a party or by which it is bound (each a “Real Property Lease” and collectively the “Real Property Leases”). Except as set forth on Schedule 2.8(d) of the Disclosure Schedules, each Real Property Lease is valid and binding on the Company and, to the Seller’s Knowledge, on the other parties thereto, and is in full force and effect and, and subject to Seller’s Knowledge, enforceable against the parties thereto, subject further to bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting the rights and remedies of creditors generally and general equitable principles. Except as set forth on Schedule 2.8(d) of the Disclosure Schedules, the Company and, to the Seller’s Knowledge, each of the other parties thereto, is not in material default under each Real Property Lease. Other than the Real Property Leases, none of the Leased Real Property is subject to any lease, sublease, license or other agreement granting to any Person any right to the use, occupancy or enjoyment of such Leased Real Property or any part thereof. (e) True and accurate copies of the written Real Property Leases (including all amendments and modifications thereto) have been provided to Buyer. (f) This Section 2.8 does not relate to matters relating to Intellectual Property, which are the subject of Section 2.11.

Assets and Real Property. (a) Except as set forth on Schedule 2.8(a) Section 3.8 of the Companies Disclosure Schedules Schedule, neither any Company nor any Subsidiary of a Company owns any real property. Section 3.8 of the Companies Disclosure Schedule sets forth all the material real property leased by the Companies and their Subsidiaries (the "Leased Real Property"). Either one of the Companies or to the extent exclusively used in the Excluded Businesses, the Company their Subsidiaries has good and valid title to or, in the case of leased property, good and a valid leasehold interests in, all interest and is in possession of the assets Leased Real Property. All Contracts governing the Leased Real Property (the "Real Property Leases") are valid, binding and property owned, used regularly or held for regular use in connection with or necessary for the conduct of the business of the Company in the manner it is currently conducted, including those reflected on the on the unaudited balance sheet of the Company as of February 2, 2013, (but excluding the Excluded Businesses and any such assets and properties sold, consumed or otherwise disposed of in the Ordinary Course of Business since February 2, 2013), free and clear of all Liens, other than Permitted Liens. (b) Except as set forth on Schedule 2.8(b) of the Disclosure Schedules or for the Excluded Assets, (i) all of the tangible property of the Company has been maintained enforceable in accordance with normal industry practice their terms and are in full force and effect, except where the failure to be valid, binding and enforceable would not result in a Material Adverse Effect on the Companies. Seller has provided to Buyer a copy of each Real Property Lease that is complete and correct in all material respects, is in good operating condition and repair (subject to normal wear and tear), and is suitable for the purposes for which it is presently used and (ii) none of the tangible property of the Company is in the possession of others (including bailees and warehousemen) and the Company holds no property on consignment. (c) The Company does not own in fee any real property interests. (d) Except to the extent exclusively related to the Excluded Businesses, Schedule 2.8(d) of the Disclosure Schedules sets forth (whether as lessee or lessor) a complete and accurate list of all leases of real property (such real property, the “Leased Real Property”) to which the Company is a party or by which it is bound (each a “Real Property Lease” and collectively the “Real Property Leases”). Except as set forth on Schedule 2.8(d) Section 3.8 of the Companies Disclosure SchedulesSchedule and except as would not have a Material Adverse Effect on the Companies, each the Companies and their Subsidiaries have valid and legal title to, a valid leasehold interest in, or rights to the, assets and properties necessary to operate the business of the Companies and their Subsidiaries in the ordinary course of business and consistent with past practice. To Seller's Knowledge, except for Permitted Encumbrances of the Companies and their Subsidiaries, the Leased Real Property Lease is valid and binding on not subject to any rights of way, building use restrictions, easements, reservations or limitations which would restrict the Company and, to Companies or their Subsidiaries from conducting their business after the Closing consistent with past practice. To Seller’s 's Knowledge, on neither the other parties thereto, and is in full force and effect and, and subject to Seller’s Knowledge, enforceable against the parties thereto, subject further to bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting the rights and remedies of creditors generally and general equitable principles. Except as set forth on Schedule 2.8(d) of the Disclosure Schedules, the Company and, to the Seller’s Knowledge, each of the other parties thereto, is not in material default under each Real Property Lease. Other than the Real Property Leases, none whole nor any portion of the Leased Real Property is subject to any leasegovernmental decree or order to be sold or is being condemned, subleaseexpropriated or otherwise taken by any public authority with or without payment of compensation therefor, license nor has any such condemnation, expropriation or other agreement granting to any Person any right to the use, occupancy or enjoyment of such Leased Real Property or any part thereoftaken been proposed. (eb) True and accurate copies Either one of the written Real Property Leases Companies or their Subsidiaries has good and valid title to all personal property assets (including tangible and intangible) owned by one or more of the Companies or any of their Subsidiaries, free and clear of all amendments Encumbrances, except for Permitted Encumbrances of the Companies and modifications thereto) have been provided to Buyertheir Subsidiaries. (f) This Section 2.8 does not relate to matters relating to Intellectual Property, which are the subject of Section 2.11.

Assets and Real Property. (a) Except as set forth on Schedule 2.8(a) of the Disclosure Schedules or to the extent exclusively used in the Excluded Businesses, the The Company has good and valid title to or, in the case of leased property, good and valid leasehold interests in, all of the assets and property owned, used regularly its material real or held for regular use in connection with material tangible personal properties (whether owned or necessary for the conduct of the business of the Company in the manner it is currently conducted, including those reflected on the on the unaudited balance sheet of the Company as of February 2, 2013, (but excluding the Excluded Businesses and any such assets and properties sold, consumed or otherwise disposed of in the Ordinary Course of Business since February 2, 2013leased), free and clear of all Liens, Liens other than Permitted Liens. (b) Except as set forth on Schedule 2.8(b) of the Disclosure Schedules or for the Excluded Assets, (i) all of the tangible property . The assets of the Company has been maintained constitute all the assets necessary to conduct the Company’s business as currently conducted. The Company owns or leases all tangible assets and properties that are used in accordance with normal industry practice the conduct of the Company’s business as currently conducted (the tangible assets included in all material respects, is such assets the “Material Tangible Assets”). The Material Tangible Assets are in good operating condition and repair (subject to normal repair, except for reasonable wear and teartear that does not materially affect the use of such asset. The Company has good and marketable title to all Material Tangible Assets reflected on the Balance Sheet (except properties, interests in properties and assets sold or otherwise disposed of since the date of the Balance Sheet in the ordinary course of business), free and clear of all mortgages, liens, pledges, charges or encumbrances of any kind or character, except for statutory liens and liens for current taxes not yet due and payable. Assuming the due execution and delivery thereof by the other parties thereto, all leases or licenses of assets to which the Company is suitable for the purposes for which it is presently used a party are in full force and (iieffect and valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors’ rights generally, and rules of law governing specific performance, injunctive relief and other equitable remedies. Schedule 3.13(a) none of the tangible property of the Company is in the possession Disclosure Schedule sets forth a true and correct list of others (including bailees all such leases and warehousemen) licenses, and the Company holds no property on consignmenttrue and correct copies of all such leases and licenses have been provided to Parent. (cb) The Company does not own in fee any real property interests. (d) Except to the extent exclusively related to the Excluded Businesses, Schedule 2.8(dor interest therein. Section 3.13(b) of the Company Disclosure Schedules sets forth (whether as lessee or lessor) Schedule contains a complete and accurate list of all leases of real property (such real property, the “Leased Real Property”) to which the Company is a party or by which it is bound any of them holds a leasehold interest (each a collectively, “Real Property Lease” Property”), and collectively the “a true and correct copy of each such lease has been provided to Parent. Each Real Property Leases”). Except as set forth on Schedule 2.8(d) of the Disclosure Schedules, each Real Property Lease is valid and binding on lease to which the Company and, to the Seller’s Knowledge, on the other parties thereto, and is a party is in full force and effect and, in accordance with its terms. All rents and subject additional rents due to Seller’s Knowledge, enforceable against the parties thereto, subject further to bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting the rights and remedies of creditors generally and general equitable principles. Except as set forth on Schedule 2.8(d) of the Disclosure Schedules, date from the Company and, to the Seller’s Knowledge, on each of the other parties thereto, such leases have been paid. The Company has not received written notice that it is not in material default thereunder. There exists no default by the Company under each Real Property Lease. Other than the Real Property Leases, none of the Leased Real Property is subject to any such lease, subleaseexcept for defaults that would not reasonably be expected to have, license individually or in the aggregate, a Material Adverse Effect. There are no leases, subleases, licenses, concessions or any other agreement Contracts to which the Company is a party granting to any Person other than the Company any right to the usepossession, use occupancy or enjoyment of such Leased any of the Real Property or any part portion thereof. (e) True and accurate copies . The Company is not obligated under or bound by any option, right of the written first refusal, purchase Contract, or other Contract to sell or otherwise dispose of any Real Property Leases (including all amendments and modifications thereto) have been provided to Buyeror any other interest in any Real Property. (f) This Section 2.8 does not relate to matters relating to Intellectual Property, which are the subject of Section 2.11.

Assets and Real Property. (a) Except as set forth on Schedule 2.8(a2.9(a) of the Company Disclosure Schedules or to the extent exclusively used in the Excluded BusinessesSchedule, the Company has and its Subsidiaries have good and valid title to or, in the case of leased property, good and valid leasehold interests in, all of the assets and property owned, used regularly or held for regular use in connection with or necessary for the conduct of the business of the Company in the manner it is currently conductedor its Subsidiaries, including those reflected on the on the unaudited balance sheet of the Company as of February 2, 2013Balance Sheet, (but excluding the Excluded Businesses and any such assets and properties sold, consumed or otherwise disposed of in the Ordinary Course of Business since February 2, 2013the date of the Balance Sheet), free and clear of all Liens, other than Permitted LiensLiens and except for such defects in title that would not result in a material liability to the Company or its Subsidiaries. (b) Except as set forth on Schedule 2.8(b2.9(b) of the Company Disclosure Schedules or for the Excluded AssetsSchedule, (i) all of the tangible property of the Company and its Subsidiaries has been maintained in accordance with normal industry practice in all material respects, is in good operating condition and repair (subject to normal wear and tear), and is suitable for the purposes for which it is presently used and (ii) none of the tangible property of the Company and its Subsidiaries is in the possession of others (including bailees and warehousemen) and neither the Company nor any of its Subsidiaries holds no any property on consignment. (c) The Company does not own in fee any real property interests. Schedule 2.9(c) of the Company Disclosure Schedule sets forth a complete and accurate list of all real property previously owned in fee by the Company and its Subsidiaries since January 1, 2001. (d) Except to the extent exclusively related to the Excluded Businesses, Schedule 2.8(d2.9(d) of the Company Disclosure Schedules Schedule sets forth sets forth (whether as lessee or lessor) a complete and accurate list of all leases of real property (such real property, the “Leased Real Property”) to which the Company or its Subsidiaries is a party or by which it is bound (each a “Real Property Lease” and collectively the “Real Property Leases”). Except as set forth on Schedule 2.8(d) of the Disclosure Schedules2.9(d), each Real Property Lease is valid and binding on the Company and/or its Subsidiaries, as the case may be, and, to the SellerCompany’s Knowledgeknowledge, on the other parties thereto, and is in full force and effect and, and subject to Sellerthe Company’s Knowledgeknowledge, enforceable against the parties thereto, subject further to bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting the rights and remedies of creditors generally and general equitable principles. Except as set forth on Schedule 2.8(d2.9(d) of the Company Disclosure SchedulesSchedule, each of the Real Property Leases (in the case of the PRC Subsidiaries) is properly registered with the relevant housing bureau in accordance with applicable PRC laws. Except as set forth on Schedule 2.9(d) of the Company Disclosure Schedule, the Company and/or its Subsidiaries, as the case may be, and, to the SellerCompany’s Knowledgeknowledge, each of the other parties thereto, is not in material default under each Real Property Lease. Other than the Real Property Leases, none of the Leased Real Property is subject to any lease, sublease, license or other agreement granting to any Person any right to the use, occupancy or enjoyment of such Leased Real Property or any part thereof. (e) True and accurate copies of the written Real Property Leases (including all amendments and modifications thereto) have been provided to Buyeror made available in the Electronic Dealroom. (f) ASG Asia Investments Company Limited and WII is each a pure investment holding company, with no business operations, employees, assets or property, other than (in the case of ASG Asia) its interest in the relevant PRC Subsidiaries, and (in the case of WII), its interest in Shanghai ASG Trading Co., Ltd. (g) This Section 2.8 2.9 does not relate to matters relating to Intellectual Property, which are the subject of Section 2.112.13.