Common use of Assets; Real Estate Clause in Contracts

Assets; Real Estate. (a) Except as set forth on Section 3.9(a) of the Disclosure Schedule, the Company and each of its Subsidiaries owns, or otherwise has, a valid leasehold interest providing sufficient and legally enforceable rights to use, all of the property, assets (tangible and intangible) and rights used or held for use by it in the businesses of the Company and its Subsidiaries, as currently conducted. None of the property, assets (tangible and intangible) and rights used by the Company or any of its Subsidiaries in the conduct of the businesses of the Company and its Subsidiaries, as currently conducted, are owned or leased by any Affiliate (other than the Company and its Subsidiaries) thereof. The Company and each of its Subsidiaries have good and valid title, free and clear of all Liens (except for Permitted Liens), to all assets reflected on the Balance Sheet or acquired since September 30, 2005 other than in any case assets disposed of since September 30, 2005 in the ordinary course of business consistent with past practice that are not, individually or in the aggregate, material to the businesses of the Company and its Subsidiaries, as currently conducted (and, to the extent disposed of following the date of this Agreement, disposed of not in violation of Section 5.1). The buildings, plants, structures, machines, equipment and other assets of the Company and its Subsidiaries are sufficient for the continued conduct of their business after the Effective Time in substantially the same manner as conducted prior to the Effective Time. (b) Neither the Company nor any of its Subsidiaries owns any real property and neither the Company nor any of its Subsidiaries has acquired or disposed of any ownership interest in any real property. Section 3.9(b) of the Disclosure Schedule contains a true, correct and complete list of all leases, subleases and other agreements pursuant to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (including the addresses thereof), together with any material amendments, modifications, extensions or other agreements (the “Leases”). Except as set forth on Section 3.9(b) of the Disclosure Schedule, with respect to all real property leased by the Company or any of its Subsidiaries (the “Real Property”), the Company or its Subsidiaries, as the case may be, have quiet possession thereof, and, to the Knowledge of the Company, have valid leasehold interests providing exclusive and legally enforceable rights to use such Real Property, free and clear of all Liens, and subject only to Permitted Liens. To the Knowledge of the Company and its Subsidiaries, each member of the Company and its Subsidiaries has complied in all material respects with the material terms of all Leases to which it is a party and under which it is in occupancy. Except as set forth on Section 3.9(b) of the Disclosure Schedule, there are no leases, subleases, licenses, concessions or other agreements granting to any party or parties the right of use or occupancy of any portion of, or any interest in, any of the Real Property. To the Knowledge of the Company, there are no oral agreements in effect as to any Lease to which the Company or any of its Subsidiaries is a party which affect any Lease. Except as set forth on Section 3.9(b) of the Disclosure Schedule, no Real Property is used for any purpose other than the conduct of the businesses of the Company and its Subsidiaries, as currently conducted. (c) The Company has delivered or made available to Parent a true, correct and complete copy of each of the Leases, and (i) each Lease is legal, valid, binding and enforceable against the Company or its Subsidiary party thereto and, to the Company’s and its Subsidiaries’ Knowledge, on the other parties thereto and is in full force and effect; (ii) to the Knowledge of the Company, none of the Company or any of its Subsidiaries, or any other party to any Lease, has waived any material term or condition thereof, and all material covenants to be performed by the Company or any of its Subsidiaries, or to the Knowledge of the Company, any other party to any Lease, have been performed in all material respects; (iii) none of the Company or its Subsidiaries, or to the Knowledge of the Company or its Subsidiaries, any other party to any Lease, is in material breach or default under such Lease, and no event or circumstance exists or has occurred which, with the delivery of notice, the passage of time or both, would constitute a breach or default, or permit the termination, modification or acceleration of rent under any lease; (iv) no security deposit or portion thereof deposited with respect to any Lease has been applied in respect of a breach or default under any Lease which has not been redeposited in full; (v) neither the Company nor any of its Subsidiaries have collaterally assigned or granted any security interest in any Lease or any interest therein; (vi) to the Knowledge of the Company, neither the Company nor any of its Subsidiaries owe, nor will they owe at Closing, any brokerage commissions or finder’s fees with respect to any Lease; (vii) except as disclosed under Section 3.9(c) of the Disclosure Schedule the consummation of the Merger does not require Consent of any lessors under any Lease, will not constitute a default or give rise to a right of termination on the part of the lessor under any Lease or cancellation of any right or loss of benefit under any of the Leases or result in an increase in rent or payment of any other amount to the lessor thereunder.

Assets; Real Estate. (a) Except as set forth on Section 3.9(a) of the Disclosure Schedule, the The Company and each of its Subsidiaries owns, or otherwise has, has a valid leasehold interest providing sufficient and legally enforceable rights to use, all of the property, assets (tangible and intangible) and rights used or held for use by it in the businesses of the Company and its Subsidiaries, as currently conducted. None of , except where the failure to own or have a valid leasehold interest to use such property, assets (tangible and intangible) and or rights used by the Company or any of its Subsidiaries in the conduct of the businesses of the Company and its Subsidiaries, as currently conducted, are owned or leased by any Affiliate (other than the Company and its Subsidiaries) thereofwould not have a Material Adverse Effect. The Company and each of its Subsidiaries have good and valid title, free and clear of all Liens (except for Permitted Liens), to all assets reflected on the Balance Sheet or acquired since September 30March 31, 2005 2006 other than in any case assets disposed of since September 30March 31, 2005 2006 in the ordinary course of business consistent with past practice that are not, individually or in the aggregate, material to the businesses of the Company and its Subsidiaries, as currently conducted (and, to the extent disposed of following the date of this Agreement, disposed of not in violation of Section 5.15. 1). The buildings, plants, structures, machines, equipment and other assets of the Company and its Subsidiaries are sufficient for the continued conduct of their business after the Effective Time in substantially the same manner as conducted immediately prior to the Effective Time. (b) Neither the The Company nor any of and its Subsidiaries owns do not own any real property and neither on the Company nor any of its Subsidiaries has acquired or disposed of any ownership interest in any real propertydate hereof. Section 3.9(b) of the Disclosure Schedule contains a true, correct and complete list of all leases, subleases and other agreements pursuant to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (including the addresses thereof), together with any material amendments, modifications, extensions or other agreements (the “Leases”). Except as set forth on Section 3.9(b) of the Disclosure Schedule, with respect to all real property leased or subleased by the Company or any of its Subsidiaries (including the addresses thereof) (the “Real Leased Property”), indicating the lessee and/or sublessee of such real property, and the name and address of the lessor and/or sublessor together with any amendments, modifications, or extensions thereof (the “Leases”). With respect to all Leased Property, the Company or and its Subsidiaries, as the case may be, have quiet possession thereof, and, to the Knowledge of the Company, Subsidiaries have valid leasehold interests providing exclusive and legally enforceable rights to use in such Real Leased Property, free and clear of all Liens, and subject only to Permitted Liens. To the Knowledge of the Company and its Subsidiaries, each member of the Company and its Subsidiaries has complied in all material respects with the material terms of all Leases to which it is a party and under which it is in occupancy. Except as set forth on Section 3.9(b) of the Disclosure Schedule, there are no leases, subleases, licenses, concessions or other agreements granting to any party or parties the right of use or occupancy of any portion of, or any interest in, any of the Real Property. To the Knowledge of the Company, there are no oral agreements in effect as to any Lease to which the Company or any of its Subsidiaries is a party which affect any Lease. Except as set forth on Section 3.9(b) of the Disclosure Schedule, no Real Property is used for any purpose other than the conduct of the businesses of the Company and its Subsidiaries, as currently conducted. (c) The Company has delivered or made available to Parent a true, correct and complete copy of each of the Leases, and and, except as would not have a Material Adverse Effect: (i) each Lease is legal, valid, binding and enforceable against the Company or its Subsidiary party thereto and, to the Company’s and its Subsidiaries’ Knowledge, on the other parties thereto and is in full force and effect; (ii) to the Knowledge of the Company, none of the Company or any of its Subsidiaries, or any other party to any Lease, has waived any material term or condition thereof, and all material covenants to be performed by the Company or any of its Subsidiaries, or to the Knowledge of the Company, any other party to any Lease, have been performed in all material respects; (iii) none of the Company or its Subsidiaries, or to the Knowledge of the Company or its Subsidiaries, any other party to any Lease, is in material breach or default under such Lease, and no event or circumstance exists or has occurred which, with the delivery of notice, the passage of time or both, would constitute a breach or default, or permit the termination, modification or acceleration of rent under any lease; (iv) no security deposit or portion thereof deposited with respect to any Lease has been applied in respect of a breach or default under any Lease which has not been redeposited in full; (v) neither the Company nor any of its Subsidiaries have collaterally assigned or granted any security interest in any Lease or any interest therein; (vi) to the Knowledge of the Company, neither the Company nor any of its Subsidiaries owe, nor will they owe at Closing, any brokerage commissions or finder’s fees with respect to any Lease; and (viiiii) except as disclosed under Section 3.9(c) of the Disclosure Schedule the consummation of the Merger does not require Consent of any lessors under any Lease, transactions contemplated by this Agreement will not constitute a default or give rise to a right of termination on the part of the lessor under any Lease or cancellation of any right or loss of benefit under any of the Leases or result in an increase in rent or payment of any other amount to the lessor thereunder.

Assets; Real Estate. (a) Except as set forth on Section 3.9(a) Each of the Disclosure Schedule, the Company and each the Subsidiary has legal title, right of its Subsidiaries owns, use or otherwise has, a valid leasehold interest providing sufficient and legally enforceable rights to use, in all of its properties, and interests in properties and assets, real and personal, reflected on the propertyAccounts or, with respect to such leased properties and assets, valid leasehold interests in such properties and assets (tangible and intangible) and rights used or held for use by it in the businesses of that afford the Company and its Subsidiaries, as currently conducted. None the Subsidiary valid leasehold possession of the property, properties and assets (tangible and intangible) and rights used by the Company or any of its Subsidiaries in the conduct of the businesses of the Company and its Subsidiaries, as currently conducted, are owned or leased by any Affiliate (other than the Company and its Subsidiaries) thereof. The Company and each of its Subsidiaries have good and valid title, free and clear of all Liens (except for Permitted Liens), to all assets reflected on the Balance Sheet or acquired since September 30, 2005 other than in any case assets disposed of since September 30, 2005 in the ordinary course of business consistent with past practice that are not, individually or in the aggregate, material to the businesses subject of the Company and its Subsidiaries, as currently conducted (and, to the extent disposed of following the date of this Agreement, disposed of not in violation of Section 5.1). The buildings, plants, structures, machines, equipment and other assets of the Company and its Subsidiaries are sufficient for the continued conduct of their business after the Effective Time in substantially the same manner as conducted prior to the Effective Timesuch leases. (b) Neither the Company nor any of its Subsidiaries owns any real property and neither the Company nor any of its Subsidiaries has acquired or disposed of any ownership interest in any real property. Section 3.9(b) of the Disclosure Schedule contains a The Management Sellers have provided to Buyer true, correct and complete list copies of all leases, subleases and other agreements pursuant to under which the Company or any of its Subsidiaries the Subsidiary uses or occupies or has the right to use or occupy occupy, now or in the future, any real property estate, including all modification and amendments thereto. Neither the Company nor the Subsidiary currently owns, leases or occupies any real estate other than those listed in Schedule 39 (including the addresses thereof), together with any material amendments, modifications, extensions or other agreements Properties) (the “Leases”Properties). Except as set forth on Section 3.9(b) As of the Disclosure Schedule, with respect to all real property leased by the Company or any of its Subsidiaries (the “Real Property”), the Company or its Subsidiaries, as the case may be, have quiet possession thereof, anddate hereof, to the Knowledge of the Company, have valid leasehold interests providing exclusive and legally enforceable rights to use such Real Property, free and clear of all Liens, and subject only to Permitted Liens. To the Knowledge of the Company and its Subsidiaries, each member of the Company and its Subsidiaries has complied in all material respects with the material terms of all Leases to which it is a party and under which it is in occupancy. Except as set forth on Section 3.9(b) of the Disclosure ScheduleManagement Sellers' Knowledge, there are no leases(i) pending disputes or notices of termination or (ii) increase of rent payable, subleases, licenses, concessions repairs or other agreements granting requirements to any party or parties the right of use or occupancy of any portion of, or any interest invest in, that are mandatory under applicable Laws, relating to any of the Real PropertyProperties. To Each of the Properties is served by drainage, water and electricity services and the Management Sellers have no Knowledge of the Company, there are no oral agreements in effect as to any Lease to which the Company imminent or any of its Subsidiaries is a party which affect any Lease. Except as set forth on Section 3.9(b) likely interruption of the Disclosure Schedule, no Real Property is used for any purpose other than the conduct passage or provision of the businesses of the Company and its Subsidiaries, as currently conductedsuch services. (c) The Company has delivered or made available to Parent a trueAll licenses, correct consents and complete copy of each approvals required from the lessors and any superior lessors under the leases of the Leases, Properties and from their respective mortgagees (iif any) each Lease is legal, valid, binding and enforceable against the Company or its Subsidiary party thereto and, to the Company’s and its Subsidiaries’ Knowledge, on the other parties thereto and is in full force and effect; (ii) to the Knowledge of the Company, none of the Company or any of its Subsidiaries, or any other party to any Lease, has waived any material term or condition thereof, and all material covenants to be performed by the Company or any of its Subsidiaries, or to the Knowledge of the Company, any other party to any Lease, have been performed in all material respects; (iii) none of obtained and the Company or its Subsidiaries, or to the Knowledge of the Company or its Subsidiaries, any other party to any Lease, is in material breach or default under such Lease, and no event or circumstance exists or has occurred which, with the delivery of notice, the passage of time or both, would constitute a breach or default, or permit the termination, modification or acceleration of rent under any lease; (iv) no security deposit or portion thereof deposited with respect to any Lease has been applied in respect of a breach or default under any Lease which has not been redeposited in full; (v) neither the Company nor any of its Subsidiaries have collaterally assigned or granted any security interest in any Lease or any interest therein; (vi) to the Knowledge of the Company, neither the Company nor any of its Subsidiaries owe, nor will they owe at Closing, any brokerage commissions or finder’s fees with respect to any Lease; (vii) except as disclosed under Section 3.9(c) of the Disclosure Schedule the consummation of the Merger does not require Consent of any lessors under any Lease, will not constitute a default or give rise to a right of termination covenants on the part of the lessor under any Lease lessee contained in such licenses, consents and approvals have been duly performed and observed and, subject thereto, there are no collateral agreements, undertakings, waivers or cancellation concessions which are binding upon either the landlords or the Group Companies. (d) None of the Group Companies is aware of any right or loss major item of benefit under expenditure already incurred by the lessor within the last 12 months from the date hereof of any of the Leases Properties or result expected to be incurred by any such lessor within the next 12 months, which is recoverable in an increase whole or in rent or payment of any other amount to the lessor thereunderpart from a Group Company.

Assets; Real Estate. (a) Except as set forth on Section 3.9(a) of the Disclosure Schedule, the Company and each of its Subsidiaries owns, or otherwise has, a valid leasehold interest providing sufficient and legally enforceable rights to use, all of the property, assets (tangible and intangible) and rights used or held for use by it in the businesses of the Company and its Subsidiaries, as currently conducted. None of the property, assets (tangible and intangible) and rights used by the Company or any of its Subsidiaries in the conduct of the businesses of the Company and its Subsidiaries, as currently conducted, are owned or leased by any Affiliate (other than the Company and its Subsidiaries) thereof. The Company and each of its Subsidiaries have good and valid title, free and clear of all Liens (except for Permitted Liens), to all assets reflected on the Balance Sheet or acquired since September 30, 2005 other than in any case assets disposed of since September 30, 2005 in the ordinary course of business consistent with past practice that are not, individually or in the aggregate, material to the businesses of the Company and its Subsidiaries, as currently conducted (and, to the extent disposed of following the date of this Agreement, disposed of not in violation of Section 5.1). The buildings, plants, structures, machines, equipment and other assets of the Company and its Subsidiaries are sufficient for the continued conduct of their business after the Effective Time in substantially the same manner as conducted prior to the Effective Time. (b) Neither the Company nor any of its Subsidiaries owns any real property and neither the Company nor any of its Subsidiaries has acquired or disposed of any ownership interest in any real property. Section 3.9(b) of the Disclosure Schedule contains a true, correct and complete list of all leases, subleases and other agreements pursuant to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (including the addresses thereof), together with any material amendments, modifications, extensions or other agreements (the “Leases”). Except as set forth on Section 3.9(b) of the Disclosure Schedule, with respect to all real property leased by the Company or any of its Subsidiaries (the “Real Property”), the Company or its Subsidiaries, as the case may be, have quiet possession thereof, and, to the Knowledge of the Company, have valid leasehold interests providing exclusive and legally enforceable rights to use such Real Property, free and clear of all Table of Contents Liens, and subject only to Permitted Liens. To the Knowledge of the Company and its Subsidiaries, each member of the Company and its Subsidiaries has complied in all material respects with the material terms of all Leases to which it is a party and under which it is in occupancy. Except as set forth on Section 3.9(b) of the Disclosure Schedule, there are no leases, subleases, licenses, concessions or other agreements granting to any party or parties the right of use or occupancy of any portion of, or any interest in, any of the Real Property. To the Knowledge of the Company, there are no oral agreements in effect as to any Lease to which the Company or any of its Subsidiaries is a party which affect any Lease. Except as set forth on Section 3.9(b) of the Disclosure Schedule, no Real Property is used for any purpose other than the conduct of the businesses of the Company and its Subsidiaries, as currently conducted. (c) The Company has delivered or made available to Parent a true, correct and complete copy of each of the Leases, and (i) each Lease is legal, valid, binding and enforceable against the Company or its Subsidiary party thereto and, to the Company’s and its Subsidiaries’ Knowledge, on the other parties thereto and is in full force and effect; (ii) to the Knowledge of the Company, none of the Company or any of its Subsidiaries, or any other party to any Lease, has waived any material term or condition thereof, and all material covenants to be performed by the Company or any of its Subsidiaries, or to the Knowledge of the Company, any other party to any Lease, have been performed in all material respects; (iii) none of the Company or its Subsidiaries, or to the Knowledge of the Company or its Subsidiaries, any other party to any Lease, is in material breach or default under such Lease, and no event or circumstance exists or has occurred which, with the delivery of notice, the passage of time or both, would constitute a breach or default, or permit the termination, modification or acceleration of rent under any lease; (iv) no security deposit or portion thereof deposited with respect to any Lease has been applied in respect of a breach or default under any Lease which has not been redeposited in full; (v) neither the Company nor any of its Subsidiaries have collaterally assigned or granted any security interest in any Lease or any interest therein; (vi) to the Knowledge of the Company, neither the Company nor any of its Subsidiaries owe, nor will they owe at Closing, any brokerage commissions or finder’s fees with respect to any Lease; (vii) except as disclosed under Section 3.9(c) of the Disclosure Schedule the consummation of the Merger does not require Consent of any lessors under any Lease, will not constitute a default or give rise to a right of termination on the part of the lessor under any Lease or cancellation of any right or loss of benefit under any of the Leases or result in an increase in rent or payment of any other amount to the lessor thereunder.