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

Assets; Title; Absence of Liens and Encumbrances. (a) MicroLegend and its Subsidiaries collectively own or validly lease all properties and assets, real, personal and mixed, tangible and intangible, comprising and employed in the operation of or associated with the MicroLegend business. Except for leased assets, each of MicroLegend and its Subsidiaries has good and marketable title to all of the Real Property and all of their respective other assets, including those reflected in the consolidated balance sheet of MicroLegend as of July 31, 1999, free and clear of all title defects, liens, pledges, security interests, claims, encumbrances and restrictions except, with respect to all such assets, the following encumbrances (collectively, "Permitted Encumbrances"): mortgages and liens securing debt reflected as liabilities in the Financial Statements; mechanics', construction, carriers', workers', repairmen's, statutory or common law liens being contested in good faith and by appropriate proceedings, which contested liens are listed in Schedule 4.10(a); liens for current Taxes not yet due and payable which have been fully reserved against, or which, if due, are being contested in good faith and by appropriate proceedings, which contested liens are listed in Schedule 4.10(a); and such imperfections of title, easements, encumbrances and other liens, if any, as are set forth in the deeds or leases covering the Real Property or the surveys heretofore delivered to PTI or which are not substantial in character, amount or extent, and do not, singly or in the aggregate, materially detract from the value, or interfere with the present use, of the properties and assets subject thereto or affected thereby or otherwise materially impair the operations of MicroLegend or any of its Subsidiaries as presently conducted.

Assets; Title; Absence of Liens and Encumbrances. Except with respect to Intellectual Property (a) MicroLegend which is instead the subject of Section 4.11), Encad and its Subsidiaries collectively own or validly lease all properties and assets, real, personal and mixed, tangible and intangible, comprising and employed in the operation of or associated with the MicroLegend businessBusiness. Except for leased assets, each of MicroLegend Encad and its Subsidiaries has good and marketable title to all of the Real Property and all any of their respective other assets, including those reflected in the consolidated balance sheet of MicroLegend Encad as of July 31September 30, 19992001, free and clear of all asserted and, to Encad's knowledge, threatened title defects, liens, pledges, security interests, claims, encumbrances Claims and restrictions Encumbrances except, with respect to all such assets, the following encumbrances Encumbrances (collectively, "Permitted EncumbrancesPERMITTED ENCUMBRANCES"): mortgages and liens (a) Encumbrances securing debt reflected as liabilities in the Financial Statements, which Encumbrances are listed in section 4.9 of the Encad Disclosure Letter; (b) mechanics', construction, carriers', workers', repairmen's, statutory or common law liens being contested in good faith and by appropriate proceedings, which contested liens are listed in Schedule 4.10(a)section 4.9 of the Encad Disclosure Letter; (c) liens for current Taxes not yet due and payable which have been fully reserved against, or which, if due, are being contested in good faith and by appropriate proceedings, which contested liens are listed in Schedule 4.10(a)section 4.9 of the Encad Disclosure Letter; and (d) such imperfections of title, easements, encumbrances easements and other liensEncumbrances, if any, against the Real Property as are set forth in the deeds or leases covering the Real Property or the surveys heretofore delivered to PTI Leases or which are not not, individually or in the aggregate, substantial in character, amount or extent, and do not, singly individually or in the aggregate, materially detract from the value, or interfere with the present use, of the properties and assets subject thereto or affected thereby Real Property or otherwise materially impair have an Encad Material Adverse Effect; and (e) those additional Encumbrances listed in section 4.9 of the operations of MicroLegend or any of its Subsidiaries as presently conductedEncad Disclosure Letter.

Assets; Title; Absence of Liens and Encumbrances. Except as provided on Schedule 3.8 and except with respect to Intellectual Property (a) MicroLegend and its Subsidiaries collectively own which is the subject of Section 3.10), Energy Steel owns or validly lease leases all properties and assets, real, personal and mixed, tangible and intangible, comprising and employed in the operation of or associated with the MicroLegend businessBusiness. Except for leased assets, each of MicroLegend and its Subsidiaries Energy Steel has good and marketable title to all of the Real Property each and all of their respective other its assets, including those reflected in the consolidated balance sheet of MicroLegend Energy Steel as of July October 31, 19992010, free and clear of all asserted and threatened title defects, liens, pledges, security interests, claims, encumbrances Claims and restrictions Encumbrances except, with respect to all such assets, the following encumbrances Encumbrances (collectively, "“Permitted Encumbrances"”): mortgages and liens (a) Encumbrances securing debt reflected as liabilities in the Financial Statements, which Encumbrances are listed in Schedule 3.8; (b) mechanics', construction’, carriers'’, workers'’, repairmen's’s, statutory or common law liens being contested in good faith and by appropriate proceedings, which contested liens are listed in Schedule 4.10(a)3.8; (c) liens or obligations for current Taxes not yet due and payable which have been fully reserved against, or which, if due, are being contested in good faith and by appropriate proceedings, which contested liens are listed in Schedule 4.10(a)3.8; and (d) such imperfections of title, easements, encumbrances easements and other liensEncumbrances, if any, against the Leased Real Property as are set forth in the deeds or leases covering the Real Property or the surveys heretofore delivered to PTI Leases or which are not not, individually or in the aggregate, substantial in character, amount or extent, and do not, singly individually or in the aggregate, materially detract from the value, or interfere with the present use, use of the properties and assets subject thereto or affected thereby Leased Real Property or otherwise materially impair the operations of MicroLegend or any of its Subsidiaries as presently conductedhave a Material Adverse Effect; and (e) those additional Encumbrances listed in Schedule 3.8.

Assets; Title; Absence of Liens and Encumbrances. (aA) MicroLegend River Oaks and its Subsidiaries collectively own or validly lease all properties and assets, real, personal and mixed, tangible and intangible, comprising and employed in the operation of or associated with the MicroLegend businessFacilities. Except for leased assets, each of MicroLegend River Oaks and its Subsidiaries has good and marketable title to all of the Real Property and all of their respective other assets, including those reflected in the consolidated balance sheet of MicroLegend River Oaks as of July 31, 19991997, free and clear of all title defects, liens, pledges, security interests, claims, encumbrances and restrictions except, with respect to all such assets, the following encumbrances (collectively, "Permitted EncumbrancesPERMITTED ENCUMBRANCES"): (i) mortgages and liens securing debt reflected as liabilities in the Financial Statements; (ii) mechanics', construction, carriers', workers', repairmen's, statutory or common law liens being contested in good faith and by appropriate proceedings, which contested liens are listed in Schedule 4.10(a); (iii) liens for current Taxes not yet due ---------------- and payable which have been fully reserved against, or which, if due, are being contested in good faith and by appropriate proceedings, which contested liens are listed in Schedule 4.10(a); and (iv) such imperfections of title, easements, ----------------- encumbrances and other liens, if any, as are set forth in the deeds or leases covering the Real Property or the surveys heretofore delivered to PTI HMA or which are not substantial in character, amount or extent, and do not, singly or in the aggregate, materially detract from the value, or interfere with the present use, of the properties and assets subject thereto or affected thereby or otherwise materially impair the operations of MicroLegend River Oaks or any of its Subsidiaries as presently conducted.

Assets; Title; Absence of Liens and Encumbrances. Except with respect to Intellectual Property (a) MicroLegend and its Subsidiaries collectively own which is instead the subject of Section 4.10), Westcon owns or validly lease leases all properties and assets, real, personal and mixed, tangible and intangible, comprising and employed in the operation of or associated with the MicroLegend businessBusiness. Except for leased assets, each of MicroLegend and its Subsidiaries Westcon has good and marketable title to all of the Real Property and all any of their respective other assets, including those reflected in the consolidated balance sheet of MicroLegend Westcon as of July 31June 30, 19992008, free and clear of all asserted and threatened title defects, liens, pledges, security interests, claims, encumbrances Claims and restrictions Encumbrances except, with respect to all such assets, the following encumbrances Encumbrances (collectively, "“Permitted Encumbrances"”): mortgages and liens (a) Encumbrances securing debt reflected as liabilities in the Financial Statements, which Encumbrances are listed in Section 4.8 of the Westcon Disclosure Schedules; (b) mechanics', construction’, carriers'’, workers'’, repairmen's’s, statutory or common law liens being contested in good faith and by appropriate proceedings, which contested liens are listed in Schedule 4.10(a)Section 4.8 of the Westcon Disclosure Schedules; (c) liens for current Taxes not yet due and payable which have been fully reserved against, or which, if due, are being contested in good faith and by appropriate proceedings, which contested liens are listed in Schedule 4.10(a)Section 4.8 of the Westcon Disclosure Schedules; and (d) such imperfections of title, easements, encumbrances easements and other liensEncumbrances, if any, against the Real Property as are set forth in the deeds or leases covering the Real Property or the surveys heretofore delivered to PTI Leases or which are not not, individually or in the aggregate, substantial in character, amount or extent, and do not, singly individually or in the aggregate, materially detract from the value, or interfere with the present use, use of the properties and assets subject thereto or affected thereby Real Property or otherwise materially impair have an Material Adverse Effect; and (e) those additional Encumbrances listed in Section 4.8 of the operations of MicroLegend or any of its Subsidiaries as presently conductedWestcon Disclosure Schedules.