Common use of Assets Other than Real Property Interests Clause in Contracts

Assets Other than Real Property Interests. The Company and the Company Subsidiaries have good and valid title to all of their respective properties and assets, in each case free and clear of all Liens, except (i) mechanics', carriers', workmen's, repairmen's or other like Liens arising or incurred in the ordinary course of business relating to obligations that are not delinquent or that are being contested by the Company or a Company Subsidiary and for which the Company or a Company Subsidiary has established adequate reserves, (ii) Liens for Taxes that are not due and payable or that may thereafter be paid without interest or penalty, (iii) Liens that secure debt obligations that are reflected as liabilities on the balance sheet of the Company and its consolidated subsidiaries as of December 31, 2003 contained in the Filed Company SEC Documents and the existence of which is referred to in the notes to such balance sheet, (iv) Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business and (v) other imperfections of title or encumbrances, if any, that, individually or in the aggregate, do not materially impair, and would not reasonably be expected materially to impair, the continued use and operation of the assets to which they relate in the conduct of the business of the Company and the Company Subsidiaries as presently conducted. This Section 3.14 does not relate to real property or interests in real property, such items being the subject of Section 3.15, or to Intellectual Property, such items being the subject of Section 3.19.

Assets Other than Real Property Interests. The Company and the Company Subsidiaries have good and valid title to all of their respective properties and assets, in each case free and clear of all Liens, except (ia) mechanics'’, carriers'’, workmen's’s, repairmen's ’s or other like Liens arising or incurred in the ordinary course of business relating to obligations that are not delinquent or that are being contested by the Company or a Company Subsidiary and for which the Company or a Company Subsidiary has established adequate reserves, (iib) Liens for Taxes that are not due and payable or that may thereafter be paid without interest or penalty, (iiic) Liens that secure debt obligations that are reflected as liabilities on the consolidated balance sheet of the Company and its consolidated subsidiaries as of December March 31, 2003 2005 contained in the Filed Company SEC Documents and the existence of which is referred to in the notes to such balance sheet, (ivd) Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business business, (e) leases, subleases and similar agreements set forth in Section 3.14 of the Company Disclosure Letter or (vf) other imperfections of title or encumbrances, if any, that, individually or in the aggregate, do not materially impair, and would not reasonably be expected materially to impair, the continued use and operation of the assets to which they relate in the conduct of the business of the Company and the Company Subsidiaries as presently conducted. This Section 3.14 does not relate to real property or interests in real property, such items being the subject of Section 3.15, or to Intellectual Property, such items being the subject of Section 3.19.

Assets Other than Real Property Interests. The Company and or a ---------------------------------------------- Company Subsidiary owns all material assets reflected on the consolidated balance sheets of the Company and its Subsidiaries have good as of December 31, 1998, or thereafter acquired, except those sold or otherwise disposed of since December 31, 1998 in the ordinary course of business consistent with past practice and valid title to all not in violation of their respective properties and assetsthis Agreement, in each case free and clear of all Liens, Liens except (i) such as are set forth in Schedule 4.19 of the Pacific Disclosure ------------- Letter, (ii) mechanics', carriers', workmen's, repairmen's or other like Liens arising or incurred in the ordinary course of business relating to obligations that are not delinquent or that are being contested by the Company or a Company Subsidiary and for which the Company or a Company Subsidiary has established adequate reservesbusiness, (ii) Liens for Taxes that are not due and payable or that may thereafter be paid without interest or penalty, (iii) Liens that secure debt obligations that are reflected as liabilities on the balance sheet of the Company and its consolidated subsidiaries as of December 31, 2003 contained in the Filed Company SEC Documents and the existence of which is referred to in the notes to such balance sheet, (iv) Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business and Liens for Taxes or assessments which are not due and payable or which may thereafter be paid without penalty, (viii) mortgages, liens, security interests and encumbrances which secure debt that is reflected as a liability on the Company's December 31, 1998 balance sheet or the existence of which is indicated in the notes thereto and (iv) other imperfections of title or encumbrances, if any, thatwhich, do not, individually or in the aggregate, do not materially impair, and would not reasonably be expected materially to impair, the continued use and operation of impair the assets to which they relate in or the conduct of intended use thereof. All the business material tangible personal property of the Company and its Subsidiaries has been maintained in accordance with the past practice of the Company and its Subsidiaries and generally accepted industry practice and is in good operating condition and repair, ordinary wear and tear excepted, in each case except such as presently conducted. This Section 3.14 does would, individually or in the aggregate, not relate to real property or interests in real property, such items being have a Material Adverse Effect on the subject of Section 3.15, or to Intellectual Property, such items being the subject of Section 3.19Company.

Assets Other than Real Property Interests. (a) The Company and the Company Subsidiaries have Partnership has good and valid title to all assets reflected on the Balance Sheet or thereafter acquired, other than those set forth in Section 3.6 of their respective properties and assetsthe Partnership Disclosure Schedule or otherwise disposed of since the date of the Balance Sheet in the Ordinary Course of Business, in each case free and clear of all mortgages, liens, security interests, charges, easements, leases, subleases, covenants, rights of way, options, claims, restrictions or encumbrances of any kind (collectively, “Liens”), except (i) such Liens as are set forth in Section 3.6 of the Partnership Disclosure Schedule, (ii) mechanics'’, carriers'’, workmen's’s, repairmen's ’s or other like Liens arising or incurred in the ordinary course Ordinary Course of business relating to obligations that are not delinquent or that are being contested by the Company or a Company Subsidiary and for which the Company or a Company Subsidiary has established adequate reservesBusiness, (ii) Liens for Taxes that are not due and payable or that may thereafter be paid without interest or penalty, (iii) Liens that secure debt obligations that are reflected as liabilities on the balance sheet of the Company and its consolidated subsidiaries as of December 31, 2003 contained in the Filed Company SEC Documents and the existence of which is referred to in the notes to such balance sheet, (iv) Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course Ordinary Course of business Business and Liens for Taxes that are not due and payable or that may thereafter be paid without penalty, which in the case of this clause (ii) do not exceed $5,000 in the aggregate, (iii) Liens that secure obligations that are reflected as liabilities on the Balance Sheet or Liens the existence of which is referred to in the notes to the Balance Sheet and set forth in Section 3.6 of the Partnership Disclosure Schedule and (viv) other imperfections of title or encumbrances, if any, that, individually or in the aggregate, do not materially impair, and would not reasonably be expected materially to impair, impair the continued use and operation of the assets to which they relate in the conduct of the business Business of the Company and the Company Subsidiaries Partnership as presently conducted. This Section 3.14 does not relate conducted (the Liens described in clauses (ii) through (iv) above, together with the Liens referred to real property or interests in real property, such items being the subject clauses (ii) through (v) of Section 3.153.7(a), or are referred to Intellectual Property, such items being the subject of Section 3.19collectively as “Permitted Liens”).

Assets Other than Real Property Interests. The Company and the Company its Subsidiaries have good and valid marketable title to all assets reflected on the Interim Balance Sheet or thereafter acquired, except those sold or otherwise disposed of their respective properties since the date of the Interim Balance Sheet in the ordinary course of business and assetsconsistent with past practice, in each case free and clear of any and all Liens, except (a) such as are disclosed in the Financial Statements or securing debt reflected as a liability on the Interim Balance Sheet and (b) (i) mechanics', carriers', workmen's, repairmen's or other like Liens arising or incurred in the ordinary course of business relating to obligations that are for amounts not delinquent yet due or that which are being contested in good faith by the Company or a Company Subsidiary and for which the Company or a Company Subsidiary has established adequate reservesappropriate Legal Proceedings, (ii) Liens for Taxes that are not due and payable or that may thereafter be paid without interest or penalty, (iii) Liens that secure debt obligations that are reflected as liabilities on the balance sheet of the Company and its consolidated subsidiaries as of December 31, 2003 contained in the Filed Company SEC Documents and the existence of which is referred to in the notes to such balance sheet, (iv) Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business business, (iii) Liens for Taxes and other governmental charges which are not due and payable or which may thereafter be paid without penalty, and (viv) other imperfections of title title, restrictions or encumbrances, if any, thatwhich Liens, imperfections of title, restrictions or other encumbrances do not, individually or in the aggregate, do not materially impair, and would not reasonably be expected materially to impair, impair the value or continued use and operation of the specific assets to which they relate (the Liens described in the conduct of the business of the Company and the Company Subsidiaries preceding clause (b) are hereinafter referred to collectively as presently conducted"PERMITTED LIENS"). This Section 3.14 5.5 does not relate to real property or interests in real property, such items being the subject of Section 3.15, or to Intellectual Property, such items being the subject of Section 3.195.6.

Assets Other than Real Property Interests. (a) The Company and the Company Subsidiaries Companies have good and valid title to all material tangible personal property and assets reflected on the most recent year-end Balance Sheet or thereafter acquired, except those sold or otherwise disposed of their respective properties and assetssince the relevant Balance Sheet Date in the ordinary course of business consistent with past practice, in each case free and clear of all Liens, Liens except (i) such as are set forth in Schedule 3.19, (ii) mechanics'’, carriers'’, workmen's’s, repairmen's ’s or other like Liens arising or incurred in the ordinary course of business relating to obligations that are amounts not delinquent or that are being contested by the Company or a Company Subsidiary and for which the Company or a Company Subsidiary has established adequate reserves, (ii) Liens for Taxes that are not yet due and payable or that may thereafter be paid without interest or penaltybeing contested in good faith by appropriate procedures as to which adequate reserves, (iii) Liens that secure debt obligations that are reflected as liabilities on the balance sheet of the Company and its consolidated subsidiaries as of December 31if any, 2003 contained in the Filed Company SEC Documents and the existence of which is referred to in the notes to such balance sheethave been established, (iv) Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business and Liens for Taxes that are not due and payable or that may thereafter be paid without penalty, (viii) Liens that secure debt that is reflected as a liability on the Balance Sheets and the existence of which is indicated in the notes thereto, (iv) other imperfections of title or encumbrances, if any, thatthat would not, individually or in the aggregate, do not materially impairinterfere, and would not or reasonably be expected to materially to impairinterfere, with the continued use and operation of the assets to which they relate in the ordinary conduct of the business of Companies’ business, and (v) Liens created by the Company Partnership or its successors and assigns (the Company Subsidiaries Liens described in clauses (i), (ii), (iii), (iv) and (v) above are referred to herein collectively as presently conducted. This Section 3.14 does not relate to real property or interests in real property, such items being the subject of Section 3.15, or to Intellectual Property, such items being the subject of Section 3.19“Permitted Liens”).

Assets Other than Real Property Interests. The Company and the Company Subsidiaries have good and valid title to all of their respective properties and assets, in each case free and clear of all Liens, except (i) mechanics'’, carriers'’, workmen's’s, repairmen's ’s or other like Liens arising or incurred in the ordinary course of business relating to obligations that are not delinquent or that are being contested by the Company or a Company Subsidiary and for which the Company or a Company Subsidiary has established adequate reserves, (ii) Liens for Taxes that are not due and payable or that may thereafter be paid without interest or penalty, (iii) Liens that secure debt obligations that are reflected as liabilities on the balance sheet of the Company and its consolidated subsidiaries as of December 31, 2003 contained in the Filed Company SEC Documents and the existence of which is referred to in the notes to such balance sheet, (iv) Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business and (v) other imperfections of title or encumbrances, if any, that, individually or in the aggregate, do not materially impair, and would not reasonably be expected materially to impair, the continued use and operation of the assets to which they relate in the conduct of the business of the Company and the Company Subsidiaries as presently conducted. This Section 3.14 does not relate to real property or interests in real property, such items being the subject of Section 3.15, or to Intellectual Property, such items being the subject of Section 3.19.

Assets Other than Real Property Interests. (a) The Acquired Company and the Company Subsidiaries have or one or more of its subsidiaries has good and valid title to all the assets reflected on the Reference Statement or thereafter acquired, except for the existence of their respective properties customary retention of title arrangements as to which the Acquired Company or applicable subsidiary is not in default, and assetsother than the assets set forth in Schedule 2.07 or otherwise disposed of since the date of the Reference Statement, in each case free and clear of all mortgages, liens, security interests, charges, claims, pledges or other encumbrances of any kind (collectively, "Liens"), except (i) such Liens as are set forth in Schedule 2.07, (ii) mechanics', carriers', workmen'sworkmens', repairmen's repairmens', landlords' or other like Liens arising or incurred in the ordinary course of business relating with respect to obligations that as to which payments are not delinquent or that are being contested by which the Acquired Company or a one of its subsidiaries is contesting in good faith (which contested Liens do not materially impair the continued use and operation of the assets to which they relate in the conduct of the business of the Acquired Company Subsidiary and for which the Company or a Company Subsidiary has established adequate reserves, (ii) Liens for Taxes that are not due and payable or that may thereafter be paid without interest or penaltyits subsidiaries as currently conducted), (iii) Liens that secure debt obligations that are reflected as liabilities on the balance sheet of the Company and its consolidated subsidiaries as of December 31, 2003 contained in the Filed Company SEC Documents and the existence of which is referred to in the notes to such balance sheet, (iv) Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business business, (iv) Liens for Taxes (as defined in Section 2.12(a)) and other governmental charges that are not due and payable or that may thereafter be paid without penalty and (v) other imperfections of title title, licenses or encumbrances, if any, that, individually or in the aggregate, which do not materially impair, and would not reasonably be expected materially to impair, impair the continued use and operation of the assets to which they relate in the conduct of the business of the Acquired Company and its subsidiaries as currently conducted (the Company Subsidiaries as presently conducted. This Section 3.14 does not relate Liens described in clauses (i) through (v) above, together with the Liens referred to real property or interests in real property, such items being the subject clauses (ii) through (vi) of Section 3.152.08, or are referred to Intellectual Property, such items being the subject of Section 3.19collectively as "Permitted Liens").

Assets Other than Real Property Interests. The Company and the Company Subsidiaries have has good ------------------------------------------ and valid title to all assets of their respective properties the Business that will be reflected on the Balance Sheet to be included in the Audited Financial Statements or that were acquired after May 31, 1998, including all assets reflected on the Trial Balances, except those assets sold or otherwise disposed of for fair value since May 31, 1998 in the ordinary course of business consistent with past practice and assetsnot in violation of this Agreement, in each case free and clear of all Liensmortgages, liens, security interests or encumbrances of any kind except (i) such as will be set forth in Schedule 4(i), (ii) mechanics', carriers', workmen's, repairmen's or other like Liens liens arising or incurred in the ordinary course of business relating to obligations that are not delinquent or that are being contested by the Company or a Company Subsidiary and for which the Company or a Company Subsidiary has established adequate reservesbusiness, (ii) Liens for Taxes that are not due and payable or that may thereafter be paid without interest or penalty, (iii) Liens that secure debt obligations that are reflected as liabilities on the balance sheet of the Company and its consolidated subsidiaries as of December 31, 2003 contained in the Filed Company SEC Documents and the existence of which is referred to in the notes to such balance sheet, (iv) Liens liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business and liens for Taxes which are not due and payable or which may thereafter be paid without penalty or are being contested in good faith in appropriate proceedings, (viii) mortgages, liens, security interests and encumbrances which secure debt that has been disclosed to Buyer in writing prior to the date hereof and (iv) other imperfections of title or encumbrances, if any, thatwhich do not, individually or in the aggregate, do not materially impair, and would not reasonably be expected materially to impair, impair the continued use and operation of the assets to which they relate in the conduct Business (the mortgages, liens, security interests, encumbrances and imperfections of title described in clauses (ii), (iii) and (iv) above are hereinafter referred to collectively as "Permitted Liens"). --------------- All the material tangible personal property of the business Company has been maintained in all material respects in accordance with the past practice of the Company and generally accepted industry practice. Each item of material tangible personal property of the Company Subsidiaries as presently conductedis in all material respects in good operating condition and repair, ordinary wear and tear excepted. All material leased personal property of the Company is in all material respects in the condition required of such property by the terms of the lease applicable thereto during the term of the lease and upon the expiration thereof. This Section 3.14 4(i) does not relate to real property or interests in real property, such items being the subject of Section 3.15, or to Intellectual Property, such items being the subject of Section 3.194(j).

Assets Other than Real Property Interests. (a) The Company and has, or as of the Company Subsidiaries have Closing Date will have, good and valid title to (or in the case of leased assets, valid leasehold interests in) all material assets reflected on the Balance Sheet or thereafter acquired, except those sold or otherwise disposed of their respective properties since the date of the Balance Sheet in the ordinary course of business consistent with past practice and assetsnot in violation of this Agreement, in each case free and clear of all Liens, except (ia) such Liens as are set forth in Section 4.09 of the Seller Disclosure Schedule; (b) materialman’s, mechanics'’, carriers'’, workmen's’s, repairmen's ’s, employee’s or other like Liens liens arising or incurred in the ordinary course of business relating to obligations that are not delinquent or that are being contested by the Company or a Company Subsidiary and for which the Company or a Company Subsidiary has established adequate reservesbusiness, (ii) Liens for Taxes that are not due and payable or that may thereafter be paid without interest or penalty, (iii) Liens that secure debt obligations that are reflected as liabilities on the balance sheet of the Company and its consolidated subsidiaries as of December 31, 2003 contained in the Filed Company SEC Documents and the existence of which is referred to in the notes to such balance sheet, (iv) Liens liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business and liens for Taxes and other governmental charges which are not due and payable or which may be paid without penalty; (vc) mortgages and Liens which secure debt that is reflected as a liability on the Balance Sheet and the existence of which is indicated in the notes thereto; (d) other imperfections of title title, licenses or encumbrances, if any, thatwhich do not, individually or in the aggregate, do not materially impair, and would not reasonably be expected materially to impair, impair the continued use and operation of the assets to which they relate in the conduct of the business of the Company and the Company Subsidiaries Company, as presently conducted; and (e) all Liens approved in writing by Buyer (“Permitted Liens”). This Section 3.14 does The Company’s tangible assets have no known defects, and are in good operating condition and repair (ordinary wear and tear excepted), except for such defects and failures to be in good operating condition and repair as would not relate be reasonably likely to real property or interests in real property, such items being the subject of Section 3.15, or to Intellectual Property, such items being the subject of Section 3.19have a Material Adverse Effect.

Assets Other than Real Property Interests. The Company and the Company Subsidiaries Sellers have good and valid title to all of their respective properties and assetsthe Assets, in each case free and clear of all Liens, Liens except (ia) such as are disclosed on Schedule 4.4 and (b) mechanics', carriers', workmen's, repairmen's or other like Liens arising or incurred in the ordinary course of business relating to obligations and securing Claims that (i) are either not delinquent or that are being contested by the Company or a Company Subsidiary and for which the Company or a Company Subsidiary has established adequate reserves, (ii) Liens for Taxes that are not yet due and payable or that may thereafter be paid without interest are being contested in good faith or penaltyby appropriate proceedings with appropriate reserves having been established therefor to the extent required by GAAP and (ii) are not or will not, (iii) Liens that secure debt obligations that are reflected as liabilities on the balance sheet of the Company and its consolidated subsidiaries as of December 31Closing Date, 2003 contained in the Filed Company SEC Documents and the existence of which is referred to in the notes to such balance sheetbe Excluded Liabilities, (iv) Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business business, Liens for Taxes and (v) other governmental charges which are not due and payable or which may thereafter be paid without penalty, and other imperfections of title title, restrictions or encumbrances, if any, thatwhich Liens, imperfections of title, restrictions or other encumbrances do not, individually or in the aggregate, do not materially impair, and would not reasonably be expected materially to impair, impair the continued use and operation of the specific assets to which they relate or secure a payment obligation not described above (the Liens described in the conduct preceding clause (b) are hereinafter referred to collectively as "Permitted Liens"). Except as set forth on Schedule 4.4, there does not exist any Contractual Obligation of either Seller, or Requirement of Law applicable to the Business, in each case which is not of broad or customary application to Persons or businesses similarly situated, as the case may be, which materially interferes with the use of any tangible personal property included in the Assets. All of the business of the Company Assets are in reasonably good operating condition, normal wear and the Company Subsidiaries as presently conducted. This Section 3.14 does not relate to real property or interests in real property, such items being the subject of Section 3.15, or to Intellectual Property, such items being the subject of Section 3.19tear excepted.

Assets Other than Real Property Interests. The Company and the Company Subsidiaries have (a) An Acquired Subsidiary or an Assets Seller has good and valid title to all each of their respective properties the material tangible assets used, held for use or intended to be used primarily in the operation or conduct of the Acquired Business and assetsreflected on the Balance Sheet or acquired after the date of the Balance Sheet, other than those otherwise disposed of since the date of the Balance Sheet, in each case free and clear of all mortgages, liens, security interests, charges, easements, leases, subleases, covenants, rights of way, options, claims, restrictions or encumbrances of any kind (collectively, "Liens"), except for (i) such Liens as are set forth in Section 3.05 of the Seller Disclosure Schedule, (ii) mechanics', carriers', workmen's, repairmen's or other like Liens arising or incurred in the ordinary course of business relating to obligations that are not delinquent or that are being contested by the Company or a Company Subsidiary and for which the Company or a Company Subsidiary has established adequate reservesbusiness, (ii) Liens for Taxes that are not due and payable or that may thereafter be paid without interest or penalty, (iii) Liens that secure debt obligations that are reflected as liabilities on the balance sheet of the Company and its consolidated subsidiaries as of December 31, 2003 contained in the Filed Company SEC Documents and the existence of which is referred to in the notes to such balance sheet, (iv) Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business and Liens for Taxes that are not due and payable or that may thereafter be paid without penalty, (viii) Liens that secure obligations that are reflected as liabilities on the Balance Sheet or Liens the existence of which is referred to in the notes to the Balance Sheet and (iv) other imperfections of title or encumbrances, if any, that, individually or in the aggregate, do not materially impair, and would are not reasonably be expected likely to materially to impair, the continued use and operation of the assets to which they relate in the conduct of the business of Acquired Business as currently conducted (the Company and Liens described above, together with the Company Subsidiaries as presently conducted. This Section 3.14 does not relate Liens referred to real property or interests in real property, such items being the subject clauses (ii) through (iv) of Section 3.153.06(b), or are referred to Intellectual Property, such items being the subject of Section 3.19collectively as "Permitted Liens").

Assets Other than Real Property Interests. The Company (a) Seller or ----------------------------------------- any other member of the Seller Group has good and valid title to all the Company Subsidiaries have Acquired Assets and all the Acquired Coating Equipment and each Acquired Entity has good and valid title to all of their respective properties and its assets, in each case free and clear of all mortgages, liens, security interests, charges, easements, leases, subleases, covenants, rights of way, options, claims, restrictions or encumbrances of any kind (collectively, "Liens"), except (i) such as are set forth in Schedule ----- 3.05(a) or reflected on the December Balance Sheet (all of which shall be discharged prior to the Closing other than those specifically identified on Schedule 3.05(a) as not being discharged prior to Closing), (ii) Liens under the Cross-Border Leases and the IRB Financings (all of which shall be discharged prior to Closing except, in the case of Liens under Cross-Border Leases, to the extent Purchaser assumes the related Cross-Border Lease pursuant to a Cross-Border Lease Assumption), (iii) mechanics', carriers', workmen's, repairmen's or other like Liens arising or incurred in the ordinary course of business, Liens arising under original purchase price conditional sales contracts, personal property leases and equipment leases with third parties entered into in the ordinary course of business relating to obligations that are not delinquent or that are being contested by the Company or a Company Subsidiary and for which the Company or a Company Subsidiary has established adequate reserves, (ii) Liens liens for Taxes that are not due and payable or that may thereafter be paid without interest or penalty, (iii) Liens that secure debt obligations that are reflected as liabilities on the balance sheet of the Company and its consolidated subsidiaries as of December 31, 2003 contained in the Filed Company SEC Documents and the existence of which is referred to in the notes to such balance sheet, (iv) Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business and (v) other imperfections of title or encumbrances, if any, that, that individually or in the aggregate, do not materially impair, and would could not reasonably be expected to materially to impair, the continued use and operation of the assets to which they relate in the conduct of the business of the Company and the Company Subsidiaries Business as presently conducted. This Section 3.14 does conducted (the Liens described in clauses (ii) (to the extent not relate required to real property or interests be discharged prior to Closing), (iii) and (iv) above, together with the Liens referred to in real property, such items being the subject clauses (ii) through (vi) of Section 3.153.06, or are referred to Intellectual Property, such items being the subject of Section 3.19.collectively as "Permitted --------- Liens"). -----

Assets Other than Real Property Interests. The Company and (a) One or more of the Company Subsidiaries have Acquired Companies or one or more of their respective subsidiaries has good and valid title to all the assets reflected on the Reference Statement or thereafter acquired, except for the existence of their respective properties customary retention of title arrangements, and assetsother than the assets set forth in Schedule 2.06 or otherwise disposed of since the date of the Reference Statement, in each case free and clear of all mortgages, liens, charges, claims, pledges, usufruct, attachments, transfers for security or other encumbrances of any kind (collectively, "Liens"), except (i) such Liens as are set forth in Schedule 2.06, (ii) mechanics', carriers', workmen'sworkmens', repairmen's repairmens', landlords' or other like Liens arising or incurred in the ordinary course of business relating and which do not materially impair the continued use and operation of the assets to obligations that are not delinquent or that are being contested by which such Liens relate in the Company or a Company Subsidiary conduct of the business of the Acquired Companies and for which the Company or a Company Subsidiary has established adequate reserves, (ii) Liens for Taxes that are not due and payable or that may thereafter be paid without interest or penaltytheir respective subsidiaries as currently conducted, (iii) Liens that secure debt obligations that are reflected as liabilities on the balance sheet of the Company and its consolidated subsidiaries as of December 31, 2003 contained in the Filed Company SEC Documents and the existence of which is referred to in the notes to such balance sheet, (iv) Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business and which do not materially impair the continued use and operation of the assets to which such Liens relate in the conduct of the business of the Acquired Companies and their respective subsidiaries as currently conducted, (iv) Liens for Taxes (as defined in Section 2.11(a)) and other governmental charges that are not due and payable or that may thereafter be paid without penalty, (v) Liens that secure debt that is set forth in Schedule 2.06 and (vi) other imperfections of title title, licenses or encumbrances, if any, that, individually or in the aggregate, which do not materially impair, and would not reasonably be expected materially to impair, impair the continued use and operation of the assets to which they relate in the conduct of the business of the Company Acquired Companies and their respective subsidiaries as currently conducted (the Company Subsidiaries as presently conducted. This Section 3.14 does not relate Liens described in clauses (i) through (vi) above, together with the Liens referred to real property or interests in real property, such items being the subject clauses (ii) through (vi) of Section 3.152.07, or are referred to Intellectual Property, such items being the subject of Section 3.19collectively as "Permitted Liens").

Assets Other than Real Property Interests. The Company and (a) Seller or a Seller Subsidiary has, or as of the Company Subsidiaries have close of business on the Closing Date will have, good and valid title to all Transferred Assets, other than those sold or otherwise disposed of their respective properties since the date of the Statement of Assets and assetsLiabilities in the ordinary course of business consistent with past practice and not in violation of this Agreement, in each case free and clear of all mortgages, liens, charges, Claims, pledges or other encumbrances of any kind (collectively, “Liens”), except for (i) mechanics'’, carriers'’, workmen's’s, repairmen's ’s or other like Liens arising or incurred in the ordinary course of business relating to obligations that are not delinquent or that are being contested by the Company or a Company Subsidiary and for which the Company or a Company Subsidiary has established adequate reservesconsistent with past practice, (ii) Liens for Taxes that are not due and payable or that may thereafter be paid without interest or penalty, (iii) Liens that secure debt obligations that are reflected as liabilities on the balance sheet of the Company and its consolidated subsidiaries as of December 31, 2003 contained in the Filed Company SEC Documents and the existence of which is referred to in the notes to such balance sheet, (iv) Liens arising under original purchase price conditional sales contracts Contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice with respect to the equipment being purchased or leased, (iii) Liens for Taxes and other governmental charges that are not due and payable, that may thereafter be paid without penalty or which are being contested in good faith, and (viv) other non-monetary imperfections of title title, licenses or encumbrances, if any, that, individually or in the aggregate, which do not materially impair, and would not reasonably be expected materially to impair, impair the continued use and operation of the assets to which they relate in the conduct of the business Business as currently conducted (the Liens described in clauses (i) through (iv) above, together with the Liens referred to in clauses (B) through (E) of the Company and the Company Subsidiaries as presently conducted. This Section 3.14 does not relate to real property or interests in real property, such items being the subject second sentence of Section 3.153.06, are referred to collectively as “Permitted Liens”). All tangible personal property included in the Transferred Assets is in good operating condition and repair, other than normal wear and tear, and is suitable for immediate use in the ordinary course of business. No item of tangible personal property included in the Transferred Property is in need of repair or to Intellectual Property, such items being replacement other than as part of routine maintenance in the subject ordinary course of Section 3.19business.

Assets Other than Real Property Interests. The Company and the Company Subsidiaries have good and valid title to all of their respective material properties and assets, in each case free and clear of all Liens, except (i) mechanics', carriers', workmen's, repairmen's or other like Liens arising or incurred in the ordinary course of business relating to obligations that are not delinquent or that are being contested in good faith by the Company or a Company Subsidiary and for which the Company or a Company Subsidiary has established adequate reserves, (ii) Liens for Taxes that are not due and payable payable, are being contested in good faith by appropriate proceedings or that may thereafter be paid without interest or penalty, (iii) Liens that secure debt obligations that are reflected as liabilities Liabilities on the balance sheet of the Company and its consolidated subsidiaries as of December March 31, 2003 2004 contained in the Filed Company SEC Documents and the existence of which is referred to in the notes to such balance sheet, (iv) Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business and (v) other imperfections of title or encumbrances, if any, that, individually or in the aggregate, do not materially impair, and would not reasonably be expected materially to impair, the continued use and operation of the assets to which they relate in the conduct of the business of the Company and the Company Subsidiaries as presently conducted. This Section 3.14 does not relate to real property or interests in real property, such items being the subject of Section 3.15, or to Intellectual Propertyintellectual property, such items being the subject of Section 3.19.

Assets Other than Real Property Interests. (a) The Company and the Company Subsidiaries have LLC has good and valid title to all assets reflected on the Balance Sheet or thereafter acquired, other than those set forth in Section 3.6 of their respective properties and assetsthe LLC Disclosure Schedule or otherwise disposed of since the date of the Balance Sheet in the Ordinary Course of Business, in each case free and clear of all mortgages, liens, security interests, charges, easements, leases, subleases, covenants, rights of way, options, claims, restrictions or encumbrances of any kind (collectively, “Liens”), except (i) such Liens as are set forth in Section 3.6 of the LLC Disclosure Schedule, (ii) mechanics'’, carriers'’, workmen's’s, repairmen's ’s or other like Liens arising or incurred in the ordinary course Ordinary Course of business relating to obligations that are not delinquent or that are being contested by the Company or a Company Subsidiary and for which the Company or a Company Subsidiary has established adequate reservesBusiness, (ii) Liens for Taxes that are not due and payable or that may thereafter be paid without interest or penalty, (iii) Liens that secure debt obligations that are reflected as liabilities on the balance sheet of the Company and its consolidated subsidiaries as of December 31, 2003 contained in the Filed Company SEC Documents and the existence of which is referred to in the notes to such balance sheet, (iv) Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course Ordinary Course of business Business and Liens for Taxes that are not due and payable or that may thereafter be paid without penalty, which in the case of this clause (ii) do not exceed $5,000 in the aggregate, (iii) Liens that secure obligations that are reflected as liabilities on the Balance Sheet or Liens the existence of which is referred to in the notes to the Balance Sheet and set forth in Section 3.6 of the LLC Disclosure Schedule and (viv) other imperfections of title or encumbrances, if any, that, individually or in the aggregate, do not materially impair, and would not reasonably be expected materially to impair, impair the continued use and operation of the assets to which they relate in the conduct of the business Business of the Company and the Company Subsidiaries LLC as presently conducted. This Section 3.14 does not relate conducted (the Liens described in clauses (ii) through (iv) above, together with the Liens referred to real property or interests in real property, such items being the subject clauses (ii) through (v) of Section 3.153.7(a), or are referred to Intellectual Property, such items being the subject of Section 3.19collectively as “Permitted Liens”).

Assets Other than Real Property Interests. The Company and or one or more of the Company Subsidiaries have has, or as of the Closing Date will have, good and valid title to all material tangible personal property it owns or leases (including the Company’s and the Company’s Subsidiaries’ plants, machinery, tools, equipment, buildings and other tangible physical assets) reflected on the Balance Sheet or thereafter acquired, except those sold or otherwise disposed of their respective properties since the date of the Balance Sheet in the ordinary course of business consistent with past practice and assetsnot in violation of this Agreement, in each case free and clear of all Liens, except (ia) such as are set forth in Section 4.09 of the Seller Disclosure Schedule; (b) mechanics'’, carriers'’, workmen's’s, repairmen's ’s or other like Liens arising or incurred in the ordinary course of business relating to obligations that are for amounts not delinquent yet delinquent, or that the validity of which are being contested in good faith by the Company or a Company Subsidiary appropriate proceedings and for which the Company or a Company Subsidiary has established adequate reservesappropriate reserves have been established, (ii) Liens for Taxes that are not due and payable or that may thereafter be paid without interest or penalty, (iii) Liens that secure debt obligations that are reflected as liabilities on the balance sheet of the Company and its consolidated subsidiaries as of December 31, 2003 contained in the Filed Company SEC Documents and the existence of which is referred to in the notes to such balance sheet, (iv) Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business and liens for Taxes and other governmental charges which are not due and payable or which may thereafter be paid without penalty or interest or are being contested in good faith by appropriate proceedings; (vc) mortgages and Liens which secure debt that is reflected as a liability on the Balance Sheet and the existence of which is indicated in the notes thereto; and (d) other imperfections of title or encumbrances, if any, thatwhich do not, individually or in the aggregate, do not materially impair, and would not reasonably be expected materially to impair, impair the continued use and operation of the assets to which they relate in the conduct of the business of the Company and the Company Subsidiaries Subsidiaries, as presently conductedconducted (the mortgages and Liens described in clauses (a), (b), (c) and (d) above are hereinafter referred to collectively as “Permitted Liens”). The assets of the Company and the Company Subsidiaries constitute all of the material assets used by the Company and the Company Subsidiaries in operating their businesses as they are currently operated, and, other than the Support Services, will enable the Company and the Company Subsidiaries to operate their business immediately following the Closing in substantially the same manner as operated immediately prior to the Closing. Notwithstanding the foregoing or anything to the contrary contained herein, the parties acknowledge and agree that Seller is not making any representation or warranty regarding the sufficiency of the cash of the Company or the Company Subsidiaries. This Section 3.14 4.09 does not relate to real property or interests in real property, such items being the subject of Section 3.15, Intellectual Property Rights or to Intellectual PropertyMaterial Contracts, such items being the subject subjects of Section 3.194.10, 4.11 and 4.12, respectively.

Assets Other than Real Property Interests. The Company and the Company Subsidiaries have good and valid title to all of their respective material properties and assets, in each case free and clear of all Liens, except (i) mechanics'’, carriers'’, workmen's’s, repairmen's ’s or other like Liens arising or incurred in the ordinary course of business relating to obligations that are not delinquent or that are being contested in good faith by the Company or a Company Subsidiary and for which the Company or a Company Subsidiary has established adequate reserves, (ii) Liens for Taxes that are not due and payable payable, are being contested in good faith by appropriate proceedings or that may thereafter be paid without interest or penalty, (iii) Liens that secure debt obligations that are reflected as liabilities Liabilities on the balance sheet of the Company and its consolidated subsidiaries as of December March 31, 2003 2004 contained in the Filed Company SEC Documents and the existence of which is referred to in the notes to such balance sheet, (iv) Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business and (v) other imperfections of title or encumbrances, if any, that, individually or in the aggregate, do not materially impair, and would not reasonably be expected materially to impair, the continued use and operation of the assets to which they relate in the conduct of the business of the Company and the Company Subsidiaries as presently conducted. This Section 3.14 does not relate to real property or interests in real property, such items being the subject of Section 3.15, or to Intellectual Propertyintellectual property, such items being the subject of Section 3.19.

Assets Other than Real Property Interests. The Company and Seller and/or one or more of the Company Selling Subsidiaries have good and valid title to all or a valid leasehold interest in or otherwise have the right to use each Acquired Asset (other than the Acquired Premises which are the subject of their respective properties and assetsSection 3.08), in each case free and clear of all mortgages, liens, security interests, charges, easements, leases, subleases, covenants, rights of way, options, claims, restrictions or encumbrances of any kind (collectively, “Liens”), except (ia) mechanics'’, carriers'’, workmen's’s, repairmen's ’s or other like Liens arising or incurred in the ordinary course of business relating with respect to obligations that are not delinquent or that are being contested by the Company or a Company Subsidiary and for which the Company or a Company Subsidiary has established adequate reservesdelinquent, (ii) Liens for Taxes that are not due and payable or that may thereafter be paid without interest or penalty, (iii) Liens that secure debt obligations that are reflected as liabilities on the balance sheet of the Company and its consolidated subsidiaries as of December 31, 2003 contained in the Filed Company SEC Documents and the existence of which is referred to in the notes to such balance sheet, (iv) Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business and Liens for Taxes that are Assumed Liabilities and are not due and payable, (vb) restrictions imposed in any Permit necessary or appropriate to conduct the Business as currently conducted and (c) other imperfections of title or encumbrances, if any, Liens that, individually or in the aggregate, do not materially impair, and would are not reasonably be expected likely to materially to impair, the continued use and operation of the assets to which they relate in the conduct of the business of Business as currently conducted (the Company Liens described in clauses (a), (b) and (c) above, together with the Company Subsidiaries as presently conducted. This Section 3.14 does not relate Liens referred to real property or interests in real property, such items being the subject clauses (ii) to (vi) of Section 3.153.08(a), or are referred to Intellectual Property, such items being the subject of Section 3.19collectively as “Permitted Liens”).

Assets Other than Real Property Interests. The (a) A Company and the Company Subsidiaries have has good and valid title to all the material assets reflected on the Balance Sheet or thereafter acquired, other than (A) those set forth on SCHEDULE 3.21 or (B) as otherwise disposed of their respective properties and assetssince the date of the Balance Sheet in the ordinary course of business consistent with past practice, in each case free and clear of all mortgages, liens, security interests, charges, easements, leases, subleases, covenants, rights of way, options, claims, restrictions or encumbrances of any kind (collectively, "Liens"), except (i) such Liens as are set forth on SCHEDULE 3.21 (all of which shall be discharged on or prior to the Closing), (ii) mechanics', carriers', workmen's, repairmen's or other like Liens arising or incurred in the ordinary course of business relating to obligations that are not delinquent or that are being contested by the Company or a Company Subsidiary and for which the Company or a Company Subsidiary has established adequate reserves, (ii) Liens for Taxes that are not due and payable or that may thereafter be paid without interest or penaltybusiness, (iii) Liens that secure debt obligations that are reflected as liabilities on the balance sheet of the Company and its consolidated subsidiaries as of December 31, 2003 contained in the Filed Company SEC Documents and the existence of which is referred to in the notes to such balance sheet, (iv) Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business business, (iv) Liens for Taxes that are not due and payable or that may thereafter be paid without penalty or that are being contested in good faith in appropriate proceedings and for which an adequate reserve is maintained on the Balance Sheet (except to the extent accruing after the date of the Balance Sheet), (v) Liens that secure debt that is reflected as a liability on the Balance Sheet and (vvi) other imperfections of title or encumbrances, if any, that, individually or in the aggregate, do not materially impair, and would could not reasonably be expected materially to impair, the continued use and operation of the assets to which they relate in the conduct of the business of the Company and the Company Subsidiaries Companies as presently conducted. This Section 3.14 does not relate conducted (the Liens described in clauses (i) and (vi) above, together with the Liens referred to real property or interests in real property, such items being the subject clauses (ii) through (vi) of Section 3.153.22, or are referred to Intellectual Property, such items being the subject of Section 3.19collectively as "Permitted Liens").

Assets Other than Real Property Interests. (a) The Company and the Company Subsidiaries have has good and valid title to all assets having a fair market value in excess of their respective properties and assets$25,000 reflected on the Balance Sheet or thereafter acquired, other than those set forth in Section 3.06 of the Company Disclosure Schedule or otherwise disposed of since the date of the Balance Sheet in the Ordinary Course of Business, in each case free and clear of all mortgages, liens, security interests, charges, easements, leases, subleases, covenants, rights of way, options, claims, restrictions or encumbrances of any kind (collectively, "Liens"), except (i) such Liens as are set forth in Section 3.06 of the Company Disclosure Schedule, (ii) mechanics', carriers', workmen's, repairmen's or other like Liens arising or incurred in the ordinary course Ordinary Course of business relating to obligations that are not delinquent or that are being contested by the Company or a Company Subsidiary and for which the Company or a Company Subsidiary has established adequate reservesBusiness, (ii) Liens for Taxes that are not due and payable or that may thereafter be paid without interest or penalty, (iii) Liens that secure debt obligations that are reflected as liabilities on the balance sheet of the Company and its consolidated subsidiaries as of December 31, 2003 contained in the Filed Company SEC Documents and the existence of which is referred to in the notes to such balance sheet, (iv) Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course Ordinary Course of business Business and Liens for Taxes that are not due and payable or that may thereafter be paid without penalty, which in the case of this clause (ii) do not exceed $250,000 in the aggregate, (iii) Liens that secure obligations that are reflected as liabilities on the Balance Sheet or Liens the existence of which is referred to in the notes to the Balance Sheet and set forth in Section 3.06 of the Company Disclosure Schedule and (viv) other imperfections of title or encumbrances, if any, that, individually or in the aggregate, do not materially impair, and would not reasonably be expected materially to impair, impair the continued use and operation of the assets to which they relate in the conduct of the business of the Company and the Company Subsidiaries as presently conducted. This Section 3.14 does not relate conducted (the Liens described in clauses (ii) through (iv) above, together with the Liens referred to real property or interests in real property, such items being the subject clauses (ii) through (v) of Section 3.153.07(a), or are referred to Intellectual Property, such items being the subject of Section 3.19collectively as "Permitted Liens").

Assets Other than Real Property Interests. The Company and (a) Seller has, or as of the Company Subsidiaries have close of business on the Closing Date will have, good and valid title to all Transferred Assets, other than those set forth in Schedule 3.06 and those sold or otherwise disposed of their respective properties since the date of the Balance Sheet in the ordinary course of business and assetsnot in violation of this Agreement, in each case free and clear of all mortgages, liens, charges, claims, pledges, security interests, options, restrictions of any kind, rights of first refusal or other encumbrances of any kind (collectively, “Liens”), except for (i) such Liens as are set forth in Schedule 3.06, (ii) mechanics'’, carriers'’, workmen's’s, repairmen's ’s or other like Liens arising or incurred in the ordinary course of business relating to obligations consistent with past practice or in amounts that are not delinquent and would not, individually or that are being contested by in the Company or aggregate, reasonably be expected to have a Company Subsidiary and for which the Company or a Company Subsidiary has established adequate reserves, (ii) Liens for Taxes that are not due and payable or that may thereafter be paid without interest or penaltyBusiness Material Adverse Effect, (iii) Liens that secure debt obligations that are reflected as liabilities on the balance sheet of the Company and its consolidated subsidiaries as of December 31, 2003 contained in the Filed Company SEC Documents and the existence of which is referred to in the notes to such balance sheet, (iv) Liens arising under original purchase price conditional sales contracts Contracts and equipment leases with third parties entered into in the ordinary course of business with respect to the equipment being purchased or leased, (iv) Liens for Taxes and other governmental charges that are not due and payable, which are being contested in good faith, and (v) other non-monetary imperfections of title title, licenses or encumbrances, if any, thatwhich do not materially impair, individually or in the aggregate, do not materially impair, and would not reasonably be expected materially to impair, the continued use and operation of the assets to which they relate in the conduct of the business Business as currently conducted (the Liens described in clauses (i) through (v) above, together with the Liens referred to in clauses (ii) through (vi) of the Company and the Company Subsidiaries as presently conducted. This Section 3.14 does not relate to real property or interests in real property, such items being the subject second sentence of Section 3.153.07(a), or are referred to Intellectual Property, such items being the subject of Section 3.19collectively as “Permitted Liens”).

Assets Other than Real Property Interests. The Company and the Company its Subsidiaries have good and valid marketable title to all assets reflected on the Interim Balance Sheet or thereafter acquired, except those sold or otherwise disposed of their respective properties since the date of the Interim Balance Sheet in the ordinary course of business and assetsconsistent with past practice, in each case free and clear of any and all Liens, except (a) such as are disclosed in the Financial Statements or securing debt reflected as a liability on the Interim Balance Sheet and (b) (i) mechanics'’, carriers'’, workmen's’s, repairmen's ’s or other like Liens arising or incurred in the ordinary course of business relating to obligations that are for amounts not delinquent yet due or that which are being contested in good faith by the Company or a Company Subsidiary and for which the Company or a Company Subsidiary has established adequate reservesappropriate Legal Proceedings, (ii) Liens for Taxes that are not due and payable or that may thereafter be paid without interest or penalty, (iii) Liens that secure debt obligations that are reflected as liabilities on the balance sheet of the Company and its consolidated subsidiaries as of December 31, 2003 contained in the Filed Company SEC Documents and the existence of which is referred to in the notes to such balance sheet, (iv) Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business business, (iii) Liens for Taxes and other governmental charges which are not due and payable or which may thereafter be paid without penalty, and (viv) other imperfections of title title, restrictions or encumbrances, if any, thatwhich Liens, imperfections of title, restrictions or other encumbrances do not, individually or in the aggregate, do not materially impair, and would not reasonably be expected materially to impair, impair the value or continued use and operation of the specific assets to which they relate (the Liens described in the conduct of the business of the Company and the Company Subsidiaries preceding clause (b) are hereinafter referred to collectively as presently conducted“Permitted Liens”). This Section 3.14 5.5 does not relate to real property or interests in real property, such items being the subject of Section 3.15, or to Intellectual Property, such items being the subject of Section 3.195.6.

Assets Other than Real Property Interests. The Company and the Company Subsidiaries have or a Subsidiary has good and valid title to all material assets reflected on the June 30 Balance Sheet or thereafter acquired, except those listed in Schedule 4(h) of their respective properties and assetsthe Disclosure Schedule or those sold or otherwise disposed of since the date of the June 30 Balance Sheet in the ordinary course of business consistent with past practice, in each case free and clear of all Liens, Liens except (i) such as are set forth in Schedule 4(h) of the Disclosure Schedule, (ii) mechanics', carriers', workmen's, repairmen's or other like Liens liens arising or incurred in the ordinary course of business relating to obligations that are not delinquent or that are being contested by the Company or a Company Subsidiary and for which the Company or a Company Subsidiary has established adequate reservesbusiness, (ii) Liens for Taxes that are not due and payable or that may thereafter be paid without interest or penalty, (iii) Liens that secure debt obligations that are reflected as liabilities on the balance sheet of the Company and its consolidated subsidiaries as of December 31, 2003 contained in the Filed Company SEC Documents and the existence of which is referred to in the notes to such balance sheet, (iv) Liens liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business and liens for Taxes which are not due and payable or which may thereafter be paid without penalty, (viii) Liens which secure debt that is reflected as a liability on the June 30 Balance Sheet or the existence of which is indicated in the notes thereto and (iv) other imperfections of title or encumbrances, if any, thatwhich do not, individually or in the aggregate, do not materially impair, and would not reasonably be expected materially to impair, impair the continued use and operation of the assets to which they relate in the conduct of the business of the Company and the Company Subsidiaries Subsidiaries, taken as a whole, as presently conductedconducted (the Liens and imperfections of title described in clauses (ii), (iii) and (iv) above are hereinafter referred to collectively as "Permitted Liens"). This Section 3.14 4(h) does not relate to real property or interests in real property, such items being the subject of Section 3.15, 4(i) or to Intellectual Property, such items being the subject of Section 3.194(j); however, the defined term "Permitted Liens" shall be applicable to Sections 4(i) and 4(j).

Assets Other than Real Property Interests. The Company (a) Seller or any other member of the Seller Group has good and valid title to all the Company Subsidiaries have Acquired Assets and all the Acquired Coating Equipment and each Acquired Entity has good and valid title to all of their respective properties and its assets, in each case free and clear of all mortgages, liens, security interests, charges, easements, leases, subleases, covenants, rights of way, options, claims, restrictions or encumbrances of any kind (collectively, "Liens"), except (i) such as are set forth in Schedule 3.05(a) or reflected on the December Balance Sheet (all of which shall be discharged prior to the Closing other than those specifically identified on Schedule 3.05(a) as not being discharged prior to Closing), (ii) Liens under the Cross-Border Leases and the IRB Financings (all of which shall be discharged prior to Closing except, in the case of Liens under Cross-Border Leases, to the extent Purchaser assumes the related Cross-Border Lease pursuant to a Cross-Border Lease Assumption), (iii) mechanics', carriers', workmen's, repairmen's or other like Liens arising or incurred in the ordinary course of business, Liens arising under original purchase price conditional sales contracts, personal property leases and equipment leases with third parties entered into in the ordinary course of business relating to obligations that are not delinquent or that are being contested by the Company or a Company Subsidiary and for which the Company or a Company Subsidiary has established adequate reserves, (ii) Liens liens for Taxes that are not due and payable or that may thereafter be paid without interest or penalty, (iii) Liens that secure debt obligations that are reflected as liabilities on the balance sheet of the Company and its consolidated subsidiaries as of December 31, 2003 contained in the Filed Company SEC Documents and the existence of which is referred to in the notes to such balance sheet, (iv) Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business and (v) other imperfections of title or encumbrances, if any, that, that individually or in the aggregate, do not materially impair, and would could not reasonably be expected to materially to impair, the continued use and operation of the assets to which they relate in the conduct of the business of the Company and the Company Subsidiaries Business as presently conducted. This Section 3.14 does conducted (the Liens described in clauses (ii) (to the extent not relate required to real property or interests be discharged prior to Closing), (iii) and (iv) above, together with the Liens referred to in real property, such items being the subject clauses (ii) through (vi) of Section 3.153.06, or are referred to Intellectual Property, such items being the subject of Section 3.19collectively as "Permitted Liens").

Assets Other than Real Property Interests. (a) The Company and Transferors or one of the Company Subsidiaries have Transferred Entities has good and valid title to or valid leases of all the material assets reflected on the balance sheet included in the Unaudited Financial Statements or thereafter acquired, other than those disposed of their respective properties and assetssince the date of the balance sheet included in the Unaudited Financial Statements in the ordinary course of business, in each case free and clear of all liens, security interests, pledges, mortgages, leases, subleases, licenses, covenants, charges, easements, rights of way, restrictions on real property interests, encroachments or similar exceptions (collectively, “Liens”), except for (i) such Liens as are set forth in Section 3.06(a) of the Seller Letter (all of which shall be discharged at or prior to Closing, (ii) mechanics'’, carriers'’, workmen's’s, repairmen's ’s or other like Liens arising or incurred in the ordinary course of business relating with respect to obligations a liability that are is not yet due or delinquent or that as to which adequate reserves are being contested by the Company or a Company Subsidiary and for which the Company or a Company Subsidiary has established adequate reservesmaintained, (ii) Liens for Taxes that are not due and payable or that may thereafter be paid without interest or penalty, (iii) Liens that secure debt obligations that are reflected as liabilities on the balance sheet of the Company and its consolidated subsidiaries as of December 31, 2003 contained in the Filed Company SEC Documents and the existence of which is referred to in the notes to such balance sheet, (iv) Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business and Liens for Taxes and (viii) other imperfections of title or encumbrancesother similar encumbrances not securing the payment of indebtedness, if any, that, individually or and in the aggregate, do not materially impair, and would are not reasonably be expected materially likely to impair, the continued use and operation of the assets to which they relate in the conduct of the business of Business as currently conducted (the Company and Liens described in clauses (i) through (iii) above, together with the Company Subsidiaries as presently conducted. This Section 3.14 does not relate Liens referred to real property or interests in real property, such items being the subject clauses (ii) through (v) of Section 3.153.07(a), or are referred to Intellectual Property, such items being the subject collectively as “Permitted Liens”). Table of Section 3.19.Contents

Assets Other than Real Property Interests. The Company and or one or more of the Company Subsidiaries have has good and valid title to all material assets and properties reflected on the Balance Sheet or thereafter acquired, except those sold or otherwise disposed of their respective properties since the date of the Balance Sheet in the ordinary course of business and assetsnot in violation of this Agreement (the “Assets”), in each case free and clear of all LiensLiens , except (ia) such as are set forth in Section 4.10 of the Seller Disclosure Schedule; (b) mechanics'’, carriers'’, workmen's’s, repairmen's ’s or other like Liens arising or incurred in the ordinary course of business relating to obligations for amounts that are not yet delinquent or that are being contested by the Company or a Company Subsidiary in good faith; and for which the Company or a Company Subsidiary has established adequate reserves, (iic) Liens for Taxes that and other governmental charges which are not due and payable or that which may thereafter be paid without penalty or interest or penaltyare being contested in good faith by appropriate proceedings (the Liens described in clauses (a), (iiib), (c) Liens that secure debt obligations that and (d) above are reflected hereinafter referred to collectively as liabilities on “Permitted Liens”). Except as set forth in Section 4.10 of the balance sheet Seller Disclosure Schedule, the Assets (x) are in such condition and repair (ordinary wear and tear excepted) as is sufficient to operate the businesses of the Company and its consolidated subsidiaries as of December 31the Company Subsidiaries, 2003 contained in the Filed Company SEC Documents and the existence of which is referred to in the notes to such balance sheetconsistent with past practice, (ivy) Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business and (v) other imperfections of title or encumbrances, if any, that, individually or in the aggregate, do not materially impair, and would not reasonably be expected materially to impair, the continued use and operation constitute all of the assets to which they relate in (tangible and intangible) used by the conduct of Company and the Company Subsidiaries for the business of the Company and the Company Subsidiaries as presently conducted. This Section 3.14 does not relate to real property or interests in real property, such items being during the subject of Section 3.15, or to Intellectual Property, such items being periods covered by the subject of Section 3.19Financial Statements and (z) are suitable for the uses for which they are intended.

Assets Other than Real Property Interests. The Company Purchased Entities have good, valid and the Company Subsidiaries have good and valid marketable title to all material properties or assets of their respective properties and assetsthe Purchased Entities, in each case free and clear of all mortgages, liens, charges, claims, pledges or other encumbrances of any kind (collectively, "Liens"), except (i) such Liens as are set forth in Schedule 3.09, (ii) mechanics', carriers', workmen's, repairmen's or other like Liens arising or incurred in the ordinary course of business relating with respect to obligations a liability that are is not delinquent yet due or that are being contested by the Company or a Company Subsidiary and for which the Company or a Company Subsidiary has established adequate reserves, (ii) Liens for Taxes that are not due and payable or that may thereafter be paid without interest or penaltydelinquent, (iii) Liens that secure debt obligations that are reflected as liabilities on the balance sheet of the Company and its consolidated subsidiaries as of December 31, 2003 contained in the Filed Company SEC Documents and the existence of which is referred to in the notes to such balance sheet, (iv) Liens arising under original purchase price conditional sales contracts and Contracts or equipment leases with third parties entered into in the ordinary course of business, (iv) purchase options granted to lessees pursuant to Container Leases entered into in the ordinary course of business and which are set forth on Schedule 3.09, and (v) other minor imperfections of title title, licenses or encumbrances, if any, thatwhich, individually or in the aggregateaggregate with such other Liens described in clauses (i) through (iv), do not materially impair, and would could not reasonably be expected to materially to impair, impair the continued use and operation of the assets to which they relate in the conduct of the business Business as presently conducted (the Liens described in clauses (i) through (v) above are referred to collectively as "Permitted Liens"). Except as set forth on Schedule 3.09, the rights, properties and other assets presently owned by the Purchased Entities, together with the rights, properties and other assets presently leased or licensed by third parties unaffiliated with the Purchased Entities, include all the rights, properties and other assets used in, and all the rights, properties and other assets necessary for, the conduct of the Company and Business as currently conducted by the Company Subsidiaries as presently conducted. This Section 3.14 does not relate to real property or interests in real property, such items being the subject of Section 3.15, or to Intellectual Property, such items being the subject of Section 3.19Purchased Entities.

Assets Other than Real Property Interests. (a) The Company and the Company Subsidiaries have or a Subsidiary has good and valid title to, or otherwise has the right to use pursuant to a valid and enforceable lease, license or similar contractual arrangement, all the material assets reflected on any Year End Balance Sheet or thereafter acquired, other than those disposed of their respective properties and assetsin the ordinary course of business since the Balance Sheet Date, in each case free and clear of all Liens, except (i) mechanics'’, carriers'’, workmen's’s, repairmen's ’s or other like Liens arising or incurred in the ordinary course of business relating to obligations that are not delinquent or that are being contested by the Company or a Company Subsidiary and for which the Company or a Company Subsidiary has established adequate reservesbusiness, (ii) Liens for Taxes that are not due and payable or that may thereafter be paid without interest or penalty, (iii) Liens that secure debt obligations that are reflected as liabilities on the balance sheet of the Company and its consolidated subsidiaries as of December 31, 2003 contained in the Filed Company SEC Documents and the existence of which is referred to in the notes to such balance sheet, (iv) Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business and liens for Taxes that are not due and payable, (vii) Liens that secure obligations that are reflected as Liabilities on any Year End Balance Sheet or the existence of which is referred to in the notes to any Year End Balance Sheet and (iii) other imperfections of title or encumbrances, if any, that, individually or in the aggregate, do not materially impair, and would not reasonably be expected materially to impair, the continued use and operation of the assets to which they relate in the conduct of the business of the Company and the Company Subsidiaries as presently conductedconducted (the Liens described above, together with the Liens referred to in clauses (ii) through (v) of Section 3.08, are referred to collectively as “Permitted Liens”). This Section 3.14 3.07(a) does not relate to real property or interests in real property, such items being the subject of Section 3.153.08, or to Intellectual Property, such items being the subject of Section 3.193.09.

Assets Other than Real Property Interests. The Company Parent and the Company Parent Subsidiaries have good and valid title to all of their respective material properties and assets, in each case free and clear of all Liens, except (i) mechanics'’, carriers'’, workmen's’s, repairmen's ’s or other like Liens arising or incurred in the ordinary course of business relating to obligations that are not delinquent or that are being contested in good faith by the Company Parent or a Company Parent Subsidiary and for which the Company Parent or a Company Parent Subsidiary has established adequate reserves, (ii) Liens for Taxes that are not due and payable payable, are being contested in good faith by appropriate proceedings or that may thereafter be paid without interest or penalty, (iii) Liens that secure debt obligations that are reflected as liabilities Liabilities on the balance sheet of the Company Parent and its consolidated subsidiaries as of December March 31, 2003 2004 contained in the Filed Company Parent SEC Documents and the existence of which is referred to in the notes to such balance sheet, (iv) Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business and (v) other imperfections of title or encumbrances, if any, that, individually or in the aggregate, do not materially impair, and would not reasonably be expected materially to impair, the continued use and operation of the assets to which they relate in the conduct of the business of the Company Parent and the Company Parent Subsidiaries as presently conducted. This Section 3.14 4.14 does not relate to real property or interests in real property, such items being the subject of Section 3.154.15, or to Intellectual Propertyintellectual property, such items being the subject of Section 3.194.19.

Assets Other than Real Property Interests. (a) The Company and Transferors or one of the Company Subsidiaries have Transferred Entities has good and valid title to or valid leases of all the material assets reflected on the balance sheet included in the Unaudited Financial Statements or thereafter acquired, other than those disposed of their respective properties and assetssince the date of the balance sheet included in the Unaudited Financial Statements in the ordinary course of business, in each case free and clear of all liens, security interests, pledges, mortgages, leases, subleases, licenses, covenants, charges, easements, rights of way, restrictions on real property interests, encroachments or similar exceptions (collectively, “Liens”), except for (i) such Liens as are set forth in Section 3.06(a) of the Seller Letter (all of which shall be discharged at or prior to Closing, (ii) mechanics'’, carriers'’, workmen's’s, repairmen's ’s or other like Liens arising or incurred in the ordinary course of business relating with respect to obligations a liability that are is not yet due or delinquent or that as to which adequate reserves are being contested by the Company or a Company Subsidiary and for which the Company or a Company Subsidiary has established adequate reservesmaintained, (ii) Liens for Taxes that are not due and payable or that may thereafter be paid without interest or penalty, (iii) Liens that secure debt obligations that are reflected as liabilities on the balance sheet of the Company and its consolidated subsidiaries as of December 31, 2003 contained in the Filed Company SEC Documents and the existence of which is referred to in the notes to such balance sheet, (iv) Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business and Liens for Taxes and (viii) other imperfections of title or encumbrancesother similar encumbrances not securing the payment of indebtedness, if any, that, individually or and in the aggregate, do not materially impair, and would are not reasonably be expected materially likely to impair, the continued use and operation of the assets to which they relate in the conduct of the business of Business as currently conducted (the Company and Liens described in clauses(i) through (iii) above, together with the Company Subsidiaries as presently conducted. This Section 3.14 does not relate Liens referred to real property or interests in real property, such items being the subject clauses (ii) through (v) of Section 3.153.07(a), or are referred to Intellectual Property, such items being the subject of Section 3.19collectively as “Permitted Liens”).