Common use of Assets Clause in Contracts

Assets. (a) Except as disclosed in Section 3.10(a) of the Seller Disclosure Memorandum or as disclosed or reserved against in the Seller Financial Statements delivered prior to the date of this Agreement, the Seller Entities have good and marketable title, free and clear of all Liens, to all of their respective Assets that they own. In addition, all tangible properties used in the businesses of the Seller Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with Seller’s past practices. (b) All Assets which are material to Seller’s business, held under leases or subleases by any of the Seller Entities, are held under valid Contracts enforceable in accordance with their respective terms, (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and each such Contract is in full force and effect. (c) The Seller Entities currently maintain insurance, including bankers’ blanket bonds, with insurers of recognized financial responsibility, in such amounts as the management of Seller reasonably has determined to be prudent in accordance with industry practice. None of the Seller Entities has received notice from any insurance carrier that (i) any policy of insurance will be canceled or that coverage thereunder will be reduced or eliminated, (ii) premium costs with respect to such policies of insurance will be substantially increased, or (iii) similar coverage will be denied or limited or not extended or renewed with respect to any Seller Entity, any act or occurrence, or that any Asset, officer, director, employee or agent of any Seller Entity will not be covered by such insurance or bond. There are presently no claims for amounts exceeding $25,000 individually or in the aggregate pending under such policies of insurance or bonds, and no notices of claims in excess of such amounts have been given by any Seller Entity under such policies. Seller has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bond. (d) The Assets of the Seller Entities include all material Assets required by Seller Entities to operate the business of the Seller Entities as presently conducted. All real and personal property which is material to the business of Seller or the Seller Entities that is leased or licensed by it is held pursuant to leases or licenses which are valid and enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and such leases and licenses will not terminate or lapse prior to the Effective Time or thereafter by reason of completion of the Merger. All improved real property owned or leased by Seller or Seller Entities is in material compliance with all applicable laws, including zoning laws and the Americans with Disabilities Act of 1990.

Assets. (a) Except as disclosed in Section 3.10(a) of the Seller Disclosure Memorandum CBTC or as disclosed or reserved against in the Seller Financial Statements delivered prior to the date of this Agreement, the Seller Entities have its Subsidiaries has good and marketable titletitle to those assets reflected in CBTC’s most recent financial statements as being owned by CBTC or acquired after the date thereof (except assets sold or otherwise disposed of since the date thereof in the ordinary course of business), free and clear of all Liensliens, to all of their respective Assets that they own. In additionexcept (a) statutory liens securing payments not yet due, all tangible properties used in the businesses of the Seller Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with Seller’s past practices. (b) All Assets which are material to Seller’s businessliens for real property Taxes not yet due and payable, held under leases or subleases by any (c) easements, rights of way, and other similar encumbrances that do not materially affect the use of the Seller Entities, are held under valid Contracts enforceable in accordance with their respective terms, (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transferproperties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, and similar laws (d) such imperfections or irregularities of general applicability relating title or liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Liens”). CBTC is the lessee of all leasehold estates reflected in CBTC’s most recent financial statements, free and clear of all liens of any nature whatsoever, except for Permitted Liens, and is in possession of the properties purported to or affecting creditors’ rights or by general equity principles) be leased thereunder, and each such Contract lease is in full force and effect. (c) The Seller Entities currently maintain insurancevalid without default thereunder by the lessee or, including bankers’ blanket bondsto the knowledge of CBTC, with insurers of recognized financial responsibility, in such amounts as the management of Seller reasonably has determined to be prudent in accordance with industry practice. None of the Seller Entities has received notice from any insurance carrier that (i) any policy of insurance will be canceled or that coverage thereunder will be reduced or eliminated, (ii) premium costs with respect to such policies of insurance will be substantially increased, or (iii) similar coverage will be denied or limited or not extended or renewed with respect to any Seller Entity, any act or occurrence, or that any Asset, officer, director, employee or agent of any Seller Entity will not be covered by such insurance or bondlessor. There are presently no claims for amounts exceeding $25,000 individually or in the aggregate pending under such policies of insurance or bondsor, and no notices of claims in excess of such amounts have been given by any Seller Entity under such policies. Seller has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bond. (d) The Assets of the Seller Entities include all material Assets required by Seller Entities to operate the business of the Seller Entities as presently conducted. All real and personal property which is material to the business knowledge of Seller CBTC, threatened condemnation or the Seller Entities eminent domain proceedings against any real property that is leased or licensed by it is held pursuant to leases or licenses which are valid and enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and such leases and licenses will not terminate or lapse prior to the Effective Time or thereafter by reason of completion of the Merger. All improved real property owned or leased by Seller CBTC. CBTC owns or Seller Entities is in material compliance with leases all applicable laws, including zoning laws and the Americans with Disabilities Act of 1990properties as are necessary to its operations now conducted.

Assets. (a) Except as disclosed in set forth on Section 3.10(a) 4.13 of the Seller Malvern’s Disclosure Memorandum or as disclosed or reserved against in the Seller Financial Statements delivered prior to the date of this AgreementMemorandum, the Seller Entities have each Malvern Entity has good and marketable titletitle to those Assets reflected in the most recent Malvern Financial Statements as being owned by the Malvern Entities or acquired after the date thereof (except for immaterial Assets or Assets sold or otherwise disposed of since the date thereof in the Ordinary Course), free and clear of all Liens, except (a) statutory Liens securing payments not yet due or any discount with, borrowing from or other obligations to all inter-bank credit facilities, or any transaction by a Malvern Entity acting in a fiduciary capacity, (b) Liens for Taxes not yet due and payable or which is being contested in appropriate proceedings, (c) easements, rights of their respective way, and other similar encumbrances that do not materially affect the use of the properties or Assets that they own. In additionsubject thereto or affected thereby or otherwise materially impair business operations at such properties, all tangible (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties used or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (e) Liens described and reflected in the businesses Malvern Financial Statements (collectively, “Permitted Liens”). Malvern is the fee simple owner of all owned real property or has a valid leasehold interest of all leasehold estates reflected in the Seller Entities are in good conditionmost recent Malvern Financial Statements, reasonable wear free and tear exceptedclear of all Liens of any nature whatsoever, except for Permitted Liens, and is in possession of or has the right under valid and existing leases to use the properties purported to be owned or leased thereunder, as applicable. There are usable no pending or, to the Knowledge of Malvern, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by Xxxxxxx. Malvern and its Subsidiaries own or lease all properties as are necessary to their operations as now conducted. No person has any option or right to acquire or purchase any ownership interest in the ordinary course owned real property of business consistent with Seller’s past practicesMalvern or any of its Subsidiaries or any portion thereof. (b) All Assets which Section 4.13(b) of Malvern’s Disclosure Memorandum sets forth a complete and correct list of all street addresses and fee owners of all real property owned, leased or licensed by any Malvern Entity or otherwise occupied by a Malvern Entity or used or held for use by any Malvern Entity (collectively, the “Real Property”). Other than as set forth on Section 4.13(b) of Malvern’s Disclosure Memorandum, there are material to Seller’s business, held under leases or subleases by no Persons in possession of any portion of any of the Seller Entities, are held under valid Contracts enforceable in accordance with their respective terms, (except as enforceability may be limited Real Property owned or leased by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transferany Malvern Entity other than such Malvern Entity, and similar laws no Person other than a Malvern Entity has the right to use or occupy for any purpose any portion of general applicability relating any of the Real Property owned, leased or licensed by a Malvern Entity. Malvern or a Malvern Subsidiary has good and marketable fee title to all Real Property owned by it free and clear of all Liens, except Permitted Liens. There are no outstanding options, rights of first offer or affecting creditors’ refusal or other pre-emptive rights or by general equity principles) and each purchase rights with respect to any such Contract is in full force and effectowned Real Property. (c) The Seller Entities currently maintain insurance, including bankers’ blanket bonds, with insurers All leases of recognized financial responsibility, in such amounts as the management of Seller reasonably has determined to be prudent in accordance with industry practice. None of the Seller Entities has received notice from Real Property under which any insurance carrier that (i) any policy of insurance will be canceled or that coverage thereunder will be reduced or eliminated, (ii) premium costs with respect to such policies of insurance will be substantially increased, or (iii) similar coverage will be denied or limited or not extended or renewed with respect to any Seller Malvern Entity, any act or occurrenceas lessee, or that any Assetleases Real Property, officerare valid, director, employee or agent of any Seller Entity will not be covered by such insurance or bond. There are presently no claims for amounts exceeding $25,000 individually or in the aggregate pending under such policies of insurance or bonds, and no notices of claims in excess of such amounts have been given by any Seller Entity under such policies. Seller has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bond. (d) The Assets of the Seller Entities include all material Assets required by Seller Entities to operate the business of the Seller Entities as presently conducted. All real and personal property which is material to the business of Seller or the Seller Entities that is leased or licensed by it is held pursuant to leases or licenses which are valid binding and enforceable in accordance with their respective terms (except as enforceability may be limited and Malvern or such Malvern Subsidiary has good and marketable leasehold interests to all Real Property leased by applicable bankruptcyit. There is not under any such lease any material existing Default by any Malvern Entity or, insolvencyto Malvern’s Knowledge, reorganizationany other party thereto, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and such leases and licenses will not terminate any event which with notice or lapse prior to of time would constitute such a material Default and all rent and other sums and charges due and payable under such lease have been paid. (d) The Assets reflected in the Effective Time or thereafter by reason of completion of the Merger. All improved real property most recent Malvern Financial Statements which are owned or leased by Seller or Seller the Malvern Entities, and in combination with the Real Property, the Intellectual Property of any Malvern Entity, and contractual benefits and burdens of the Malvern Entities, constitute, as of the Closing Date, all of the Assets, rights and interests necessary to enable the Malvern Entities to operate their consolidated businesses in the Ordinary Course and as the same is in material compliance with all applicable laws, including zoning laws and expected to be conducted immediately prior to the Americans with Disabilities Act of 1990Closing Date.

Assets. (a) Except as disclosed in Section 3.10(a) of the Each Seller Disclosure Memorandum or as disclosed or reserved against Entity has good and marketable title to those Assets reflected in the most recent Seller Financial Statements delivered prior to as being owned by such Seller Entity or acquired after the date thereof (except Assets sold or otherwise disposed of this Agreement, since the Seller Entities have good and marketable titledate thereof in the Ordinary Course), free and clear of all Liens, to except (a) statutory Liens securing payments not yet due, (b) Liens for real property Taxes not yet due and payable, (c) easements, rights of way, and other similar encumbrances that do not materially affect the use of the Assets subject thereto or affected thereby or otherwise materially impair business operations and use of such Assets and (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the Assets subject thereto or affected thereby or otherwise materially impair business operations and use of such Assets (collectively, “Permitted Liens”). Seller is the fee simple owner of all owned real property and the lessee of their respective Assets that they own. In addition, all tangible properties used leasehold estates reflected in the businesses most recent Seller Financial Statements, free and clear of all Liens of any nature whatsoever, except for Permitted Liens, and is in possession of the properties purported to be owned or leased thereunder, as applicable, and each such lease is valid without Default thereunder by the lessee or, to the Knowledge of Seller, the lessor. There are no pending or, to the Knowledge of Seller, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by Seller. The Seller Entities own or lease all properties as are in good condition, reasonable wear necessary to their operations as now conducted and tear excepted, and are usable no Person has any option or right to acquire or purchase any ownership interest in the ordinary course of business consistent with Seller’s past practicesowned real property or any portion thereof. (b) All Assets which are material to Section 4.12(b) of Seller’s businessDisclosure Memorandum sets forth a complete and correct list of all street addresses and fee owners of all real property owned, leased or licensed by any Seller Entity or otherwise occupied by a Seller Entity or used or held under leases or subleases for use by any Seller Entity (collectively, the “Real Property”). Other than as set forth on Section 4.12(b) of Seller’s Disclosure Memorandum, there are no Persons in possession of any portion of any of the Real Property owned or leased by any Seller Entities, are held under valid Contracts enforceable in accordance with their respective terms, (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transferEntity other than such Seller Entity, and similar laws no Person other than a Seller Entity has the right to use or occupy for any purpose any portion of general applicability relating any of the Real Property owned, leased or licensed by a Seller Entity. Seller or a Seller Subsidiary has good and marketable fee title to all Real Property owned by it free and clear of all Liens, except Permitted Liens. There are no outstanding options, rights of first offer or affecting creditors’ refusal or other pre-emptive rights or by general equity principles) and each purchase rights with respect to any such Contract is in full force and effectowned Real Property. (c) The Seller Entities currently maintain insurance, including bankers’ blanket bonds, with insurers All leases of recognized financial responsibility, in such amounts as the management of Seller reasonably has determined to be prudent in accordance with industry practice. None of the Seller Entities has received notice from any insurance carrier that (i) any policy of insurance will be canceled or that coverage thereunder will be reduced or eliminated, (ii) premium costs with respect to such policies of insurance will be substantially increased, or (iii) similar coverage will be denied or limited or not extended or renewed with respect to Real Property under which any Seller Entity, any act or occurrenceas lessee, or that any Assetleases Real Property, officerare valid, director, employee or agent of any Seller Entity will not be covered by such insurance or bond. There are presently no claims for amounts exceeding $25,000 individually or in the aggregate pending under such policies of insurance or bonds, and no notices of claims in excess of such amounts have been given by any Seller Entity under such policies. Seller has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bond. (d) The Assets of the Seller Entities include all material Assets required by Seller Entities to operate the business of the Seller Entities as presently conducted. All real and personal property which is material to the business of Seller or the Seller Entities that is leased or licensed by it is held pursuant to leases or licenses which are valid binding and enforceable in accordance with their respective terms (except as enforceability may be limited and Seller or such Seller Subsidiary has good and marketable leasehold interests to all Real Property leased by applicable bankruptcythem. There is not under any such lease any material existing Default by any Seller Entity or, insolvencyto Seller’s Knowledge, reorganizationany other party thereto, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and such leases and licenses will not terminate any event which with notice or lapse prior to of time would constitute such a material Default and all rent and other sums and charges due and payable under such lease have been paid. (d) The Assets reflected in the Effective Time or thereafter by reason of completion of the Merger. All improved real property most recent Seller Financial Statements which are owned or leased by the Seller or Entities, and in combination with the Real Property, the Intellectual Property of any Seller Entity, and contractual benefits and burdens of the Seller Entities, constitute, as of the Closing Date, all of the Assets, rights and interests necessary to enable the Seller Entities to operate consolidated businesses in the Ordinary Course and as the same is in material compliance with all applicable laws, including zoning laws and expected to be conducted on the Americans with Disabilities Act of 1990Closing Date.

Assets. (a) Except as disclosed in Section 3.10(a) of the Seller Disclosure Memorandum or as disclosed or reserved against in the Seller Financial Statements delivered prior to the date of this Agreement, the Seller Entities have Each Southwest Entity has good and marketable titletitle to those Assets reflected in the most recent Southwest Financial Statements as being owned by such Southwest Entity or acquired after the date thereof (except Assets sold or otherwise disposed of since the date thereof in the Ordinary Course), free and clear of all Liens, to except (a) statutory Liens securing payments not yet due, (b) Liens for real property Taxes not yet due and payable, (c) easements, rights of way, and other similar encumbrances that do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Liens”). Southwest is the fee simple owner of all owned real property and the lessee of their respective Assets that they own. In addition, all tangible properties used leasehold estates reflected in the businesses most recent Southwest Financial Statements, free and clear of all Liens of any nature whatsoever, except for Permitted Liens, and is in possession of the Seller Entities properties purported to be owned or leased thereunder, as applicable. There are in good conditionno pending or, reasonable wear to the Knowledge of Southwest, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by Southwest. Southwest and tear excepted, its Subsidiaries own or lease all properties as are necessary to their operations as now conducted and are usable no person has any option or right to acquire or purchase any ownership interest in the ordinary course of business consistent with Seller’s past practicesowned real property or any portion thereof. (b) All Assets which Section 4.12(b) of the Southwest Disclosure Memorandum sets forth a complete and correct list of all street addresses and fee owners of all real property owned, leased or licensed by any Southwest Entity or otherwise occupied by a Southwest Entity or used or held for use by any Southwest Entity (collectively, the “Real Property”). Other than as set forth on Section 4.12(b) of the Southwest Disclosure Memorandum, there are material to Seller’s business, held under leases or subleases by no Persons in possession of any portion of any of the Seller Entities, are held under valid Contracts enforceable in accordance with their respective terms, (except as enforceability may be limited Real Property owned or leased by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transferany Southwest Entity other than such Southwest Entity, and similar laws no Person other than a Southwest Entity has the right to use or occupy for any purpose any portion of general applicability relating any of the Real Property owned, leased or licensed by a Southwest Entity. Southwest or a Southwest Subsidiary has good and marketable fee title to all Real Property owned by it free and clear of all Liens, except Permitted Liens. There are no outstanding options, rights of first offer or affecting creditors’ refusal or other pre-emptive rights or by general equity principles) and each purchase rights with respect to any such Contract is in full force and effectowned Real Property. (c) The Seller Entities currently maintain insurance, including bankers’ blanket bonds, with insurers All leases of recognized financial responsibility, in such amounts as the management of Seller reasonably has determined to be prudent in accordance with industry practice. None of the Seller Entities has received notice from Real Property under which any insurance carrier that (i) any policy of insurance will be canceled or that coverage thereunder will be reduced or eliminated, (ii) premium costs with respect to such policies of insurance will be substantially increased, or (iii) similar coverage will be denied or limited or not extended or renewed with respect to any Seller Southwest Entity, any act or occurrenceas lessee, or that any Assetleases Real Property, officerare valid, director, employee or agent of any Seller Entity will not be covered by such insurance or bond. There are presently no claims for amounts exceeding $25,000 individually or in the aggregate pending under such policies of insurance or bonds, and no notices of claims in excess of such amounts have been given by any Seller Entity under such policies. Seller has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bond. (d) The Assets of the Seller Entities include all material Assets required by Seller Entities to operate the business of the Seller Entities as presently conducted. All real and personal property which is material to the business of Seller or the Seller Entities that is leased or licensed by it is held pursuant to leases or licenses which are valid binding and enforceable in accordance with their respective terms (except as enforceability may be limited and Southwest or such Southwest Subsidiary has good and marketable leasehold interests to all Real Property leased by applicable bankruptcythem. There is not under any such lease any material existing Default by any Southwest Entity or, insolvencyto Southwest’s Knowledge, reorganizationany other party thereto, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and such leases and licenses will not terminate any event which with notice or lapse prior to of time would constitute such a material Default and all rent and other sums and charges due and payable under such lease have been paid. (d) The Assets reflected in the Effective Time or thereafter by reason of completion of the Merger. All improved real property most recent Southwest Financial Statements which are owned or leased by Seller or Seller the Southwest Entities, and in combination with the Real Property, the Intellectual Property of any Southwest Entity, and contractual benefits and burdens of the Southwest Entities, constitute, as of the Closing Date, all of the Assets, rights and interests necessary to enable the Southwest Entities to operate consolidated businesses in the Ordinary Course and as the same is in material compliance with all applicable laws, including zoning laws and expected to be conducted on the Americans with Disabilities Act of 1990Closing Date.

Assets. (a) Except as disclosed in Section 3.10(a) of the Seller Disclosure Memorandum or as disclosed or reserved against in the Seller Financial Statements delivered prior to the date of this Agreement, the Seller Entities have Each Beneficial Entity has good and marketable titletitle to those Assets reflected in the most recent Beneficial Financial Statements as being owned by such Beneficial Entity or acquired after the date thereof (except Assets sold or otherwise disposed of since the date thereof in the Ordinary Course), free and clear of all Liens, to all of their respective Assets that they own. In additionexcept (a) statutory Liens securing payments not yet due, all tangible properties used in the businesses of the Seller Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with Seller’s past practices. (b) All Assets which are material to Seller’s businessLiens for real property Taxes not yet due and payable, held under leases or subleases by any (c) easements, rights of way, and other similar encumbrances that do not materially affect the use of the Seller EntitiesAssets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, are held under valid Contracts enforceable “Permitted Liens”). Beneficial is the fee simple owner of all owned real property and the lessee of all leasehold estates reflected in accordance with their respective termsthe most recent Beneficial Financial Statements, (free and clear of all Liens of any nature whatsoever, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transferfor Permitted Liens, and similar laws is in possession of general applicability relating the properties purported to be owned or affecting creditors’ rights or by general equity principles) leased thereunder, as applicable, and each such Contract lease is in full force and effect. (c) The Seller Entities currently maintain insurancevalid without default thereunder by the lessee or, including bankers’ blanket bondsto the Knowledge of Beneficial, with insurers of recognized financial responsibility, in such amounts as the management of Seller reasonably has determined to be prudent in accordance with industry practice. None of the Seller Entities has received notice from any insurance carrier that (i) any policy of insurance will be canceled or that coverage thereunder will be reduced or eliminated, (ii) premium costs with respect to such policies of insurance will be substantially increased, or (iii) similar coverage will be denied or limited or not extended or renewed with respect to any Seller Entity, any act or occurrence, or that any Asset, officer, director, employee or agent of any Seller Entity will not be covered by such insurance or bondlessor. There are presently no claims for amounts exceeding $25,000 individually or in the aggregate pending under such policies of insurance or bondsor, and no notices of claims in excess of such amounts have been given by any Seller Entity under such policies. Seller has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bond. (d) The Assets of the Seller Entities include all material Assets required by Seller Entities to operate the business of the Seller Entities as presently conducted. All real and personal property which is material to the business Knowledge of Seller Beneficial, threatened condemnation or the Seller Entities eminent domain proceedings against any real property that is leased or licensed by it is held pursuant to leases or licenses which are valid and enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and such leases and licenses will not terminate or lapse prior to the Effective Time or thereafter by reason of completion of the Merger. All improved real property owned or leased by Seller Beneficial. The Beneficial Entities own or Seller Entities is lease all properties as are necessary to their operations as now conducted and no Person has any option or right to acquire or purchase any ownership interest in material compliance with all applicable laws, including zoning laws and the Americans with Disabilities Act of 1990owned real property or any portion thereof.

Assets. (a) Except as disclosed in Section 3.10(a) of the Seller Disclosure Memorandum or as disclosed or reserved against in the Seller Financial Statements delivered prior to the date of this Agreement, the Seller Entities The Company and its Subsidiaries have good and marketable titlevalid title to, free and clear or, in the case of all Lienspersonal property held under a lease or other Contractual Obligation, a valid leasehold interest in, or adequate rights to use, all of their respective Assets that they own. In additionthe material personal properties, all rights and assets (whether real or personal, tangible properties or intangible) used or held in connection with the conduct of the businesses of the Seller Entities Company and its Subsidiaries (collectively, the “Assets”), including all Assets reflected in the Interim Balance Sheet or acquired after the Most Recent Balance Sheet Date, except: (a) to the extent the enforceability of any such leases or other Contractual Obligations may be limited by the Bankruptcy and Equity Exception; and (b) for Assets that have been sold or otherwise disposed of since the Most Recent Balance Sheet Date in the Ordinary Course of Business. Neither the Company’s nor any of its Subsidiaries’ interest in such Assets is subject to any Lien other than a Permitted Lien. The Assets are suitable for the purposes for which they are intended and in good conditionoperational condition and repair, reasonable normal wear and tear excepted, have been regularly and properly serviced and maintained in a manner that would not void or limit the coverage of any warranty thereon, and are usable adequate to be used for the purposes for which they are currently used in the ordinary course of business consistent with Seller’s past practices. (b) All manner they are currently used, in each case, in all material respects. The Assets which are tangible properties are free of any material to Seller’s businessstructural or engineering defects, held under leases or subleases by and there has not been any material interruption of the Seller Entities, businesses of the Company and its Subsidiaries due to inadequate maintenance or obsolescence of the Assets which are held under valid Contracts enforceable in accordance with their respective terms, (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and each such Contract is in full force and effect. (c) The Seller Entities currently maintain insurance, including bankers’ blanket bonds, with insurers of recognized financial responsibility, in such amounts as the management of Seller reasonably has determined to be prudent in accordance with industry practicetangible properties. None of the Seller Entities has received notice from any insurance carrier that (i) any policy Assets which are personal or movable properties are located other than at the Real Property. The Assets constitute all of insurance will the material properties and assets required to enable the businesses of the Company and its Subsidiaries to be canceled or that coverage thereunder will be reduced or eliminated, (ii) premium costs with respect to such policies of insurance will be substantially increased, or (iii) similar coverage will be denied or limited or not extended or renewed with respect to any Seller Entity, any act or occurrence, or that any Asset, officer, director, employee or agent of any Seller Entity will not be covered by such insurance or bond. There are presently no claims for amounts exceeding $25,000 individually or conducted immediately after the Closing in the aggregate pending under such policies of insurance or bonds, and no notices of claims in excess of such amounts have been given by any Seller Entity under such policies. Seller has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bond. (d) The Assets of the Seller Entities include all material Assets required by Seller Entities to operate same manner as the business of the Seller Entities as presently Company and its Subsidiaries has been currently conducted. All real and personal property which is material to the business of Seller or the Seller Entities that is leased or licensed by it is held pursuant to leases or licenses which are valid and enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and such leases and licenses will not terminate or lapse prior to the Effective Time or thereafter by reason of completion of the Merger. All improved real property owned or leased by Seller or Seller Entities is in material compliance with all applicable laws, including zoning laws and the Americans with Disabilities Act of 1990.

Assets. (a) Except as disclosed in Section 3.10(a) Each of the Seller Disclosure Memorandum or as disclosed or reserved against in the Seller Financial Statements delivered prior to the date of this AgreementCompany, the Seller Entities Oceanic and their respective Subsidiaries have good and marketable titletitle to all of its assets, rights and properties free and clear of all Liens, to all of their respective Assets that they own. In addition, all tangible properties used in the businesses Liens except (i) those listed on Section 3.18 of the Seller Entities Disclosure Schedule; (ii) Liens for taxes, charges or assessments not yet due or which are being contested in good conditionfaith by appropriate proceedings; (iii) statutory and contractual Liens granted to any landlord, reasonable wear lessor, licensor, materialman, mechanic, carrier, or repairer and tear excepted, and are usable similar Liens granted in the ordinary course of business consistent business; (iv) Liens reflected in the Financial Statements; (v) zoning, entitlement, building and other land use and similar Laws and any agreements entered into with Seller’s past practicesrespect to the same; (vi) easements, covenants, rights of way, conditions, restrictions and other similar matters of record; and (vii) other defects in title, if any, that do not materially affect the operations of the Business. (b) All Assets which are Section 3.18 of the Disclosure Schedule contains a complete and accurate list of all the Real Property. Except as listed on Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary has received, in the last two years, any written notice of any (i) order requiring repair, alteration, or correction of any existing condition affecting any Real Property or the systems or improvements thereat, or (ii) structural, mechanical, or other defects of material to Seller’s businesssignificance affecting any Real Property or the systems or improvements thereat. Neither the whole nor any portion of the Real Property has been condemned, held under leases requisitioned or subleases otherwise taken by any public authority, no written notice of such condemnation, requisition or taking has been served upon the Seller EntitiesCompany or any Subsidiary in the past two years and, to the Selling Parties’ Knowledge, no such condemnation, requisition or taking is threatened or contemplated. All water, sewer, gas, electric and telephone utilities are held under valid Contracts enforceable available to the Real Property in accordance with their respective terms, (except a manner that adequately serves the Business as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and each such Contract is in full force and effectcurrently conducted. (c) The Seller Entities currently maintain insuranceSection 3.18 of the Disclosure Schedule sets forth a list of all real property leased by the Company and Oceanic (the “Leased Real Property”). All leases relating to Leased Real Property are identified on Section 3.18 of the Disclosure Schedule (each a “Lease” and collectively, the “Leases”) by the premises covered thereby, the date of lease and all amendments and supplements thereto, the name of the landlord thereunder, and the term of the lease, including bankers’ blanket bonds, the expiration date thereof. The Leased Real Property and improvements thereon may lawfully be used in connection with insurers of recognized financial responsibility, the Business. The Leased Real Property and improvements are in such amounts as the management of Seller reasonably has determined to be prudent in accordance with industry practice. None of the Seller Entities has received notice from any insurance carrier that (i) any policy of insurance will be canceled or that coverage thereunder will be reduced or eliminated, (ii) premium costs with respect to such policies of insurance will be substantially increased, or (iii) similar coverage will be denied or limited or not extended or renewed with respect to any Seller Entity, any act or occurrence, or that any Asset, officer, director, employee or agent of any Seller Entity will not be covered by such insurance or bond. There are presently no claims for amounts exceeding $25,000 individually or in the aggregate pending under such policies of insurance or bonds, and no notices of claims in excess of such amounts have been given by any Seller Entity under such policies. Seller has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bond. (d) The Assets of the Seller Entities include all material Assets required by Seller Entities to operate the business of the Seller Entities as presently conducted. All real and personal property which is material to the business of Seller or the Seller Entities that is leased or licensed by it is held pursuant to leases or licenses which are valid and enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and such leases and licenses will not terminate or lapse prior to the Effective Time or thereafter by reason of completion of the Merger. All improved real property owned or leased by Seller or Seller Entities is in material compliance with all applicable laws, rules, regulations and ordinances of all Governmental Authorities including, but not limited to, zoning, building, health, safety and environmental laws; and neither the Company or Oceanic nor any Subsidiary has received any notices of violations with respect thereto. With respect to each Lease listed on Section 3.18 of the Disclosure Schedule, except as provided for to the contrary on Section 3.18 of the Disclosure Schedule: (i) the Company and Oceanic each has a valid and enforceable leasehold interest in each Leased Real Property free and clear of any Encumbrances other than Permitted Encumbrances; (ii) each of said Leases has been duly authorized and executed by the Company or Oceanic, as the case may be, is in full force and effect and has not been modified or amended except as identified on Section 3.18 of the Disclosure Schedule; (iii) each of said Leases affords the Company and Oceanic, as the case may be, peaceful and undisturbed possession of the Leased Real Property covered thereby; and (iv) neither the Company or Oceanic nor any Subsidiary is in breach or default under any of said Leases, and no event of default or event, occurrence, condition or act (including zoning laws and the Americans transactions contemplated by this Agreement) on the part of the Company or Oceanic, or, to the Company or to the Selling Parties’ Knowledge on the part of the lessor thereunder, has occurred which, with Disabilities Act or without notice or lapse of 1990time or the happening of any further event or condition, would constitute such a breach or default or permit termination, modification or acceleration under said Lease or render the lessee liable to incur any expenditure under such Lease. (d) Except as set forth in Section 3.18 of the Disclosure Schedule, all of the tangible personal property owned by the Company or Oceanic is in possession of the Company or Oceanic, as the case may be, except goods in transit sold in the ordinary course of business.

Assets. (a) Except as disclosed in Section 3.10(a) of the Seller Disclosure Memorandum or as disclosed or reserved against in the Seller Financial Statements delivered prior to the date of this Agreement, the Seller Entities have Each First Texas Entity has good and marketable titletitle to those Assets reflected in the most recent First Texas Financial Statements as being owned by such First Texas Entity or acquired after the date thereof (except Assets sold or otherwise disposed of since the date thereof in the Ordinary Course), free and clear of all Liens, to except (a) statutory Liens securing payments not yet due, (b) Liens for real property Taxes not yet due and payable, (c) easements, rights of way, and other similar encumbrances that do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Liens”). First Texas is the fee simple owner of all owned real property and the lessee of their respective Assets that they own. In addition, all tangible properties used leasehold estates reflected in the businesses most recent First Texas Financial Statements, free and clear of all Liens of any nature whatsoever, except for Permitted Liens, and is in possession of the Seller Entities properties purported to be owned or leased thereunder, as applicable. There are in good conditionno pending or, reasonable wear to the Knowledge of First Texas, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by First Texas. First Texas and tear excepted, its Subsidiaries own or lease all properties as are necessary to their operations as now conducted and are usable no person has any option or right to acquire or purchase any ownership interest in the ordinary course of business consistent with Seller’s past practicesowned real property or any portion thereof. (b) All Assets which Section 4.12(b) of the First Texas Disclosure Memorandum sets forth a complete and correct list of all street addresses and fee owners of all real property owned, leased or licensed by any First Texas Entity or otherwise occupied by a First Texas Entity or used or held for use by any First Texas Entity (collectively, the “Real Property”). Other than as set forth on Section 4.12(b) of the First Texas Disclosure Memorandum, there are material to Seller’s business, held under leases or subleases by no Persons in possession of any portion of any of the Seller Entities, are held under valid Contracts enforceable in accordance with their respective terms, (except as enforceability may be limited Real Property owned or leased by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transferany First Texas Entity other than such First Texas Entity, and similar laws no Person other than a First Texas Entity has the right to use or occupy for any purpose any portion of general applicability relating any of the Real Property owned, leased or licensed by a First Texas Entity. First Texas or a First Texas Subsidiary has good and marketable fee title to all Real Property owned by it free and clear of all Liens, except Permitted Liens. There are no outstanding options, rights of first offer or affecting creditors’ refusal or other pre-emptive rights or by general equity principles) and each purchase rights with respect to any such Contract is in full force and effectowned Real Property. (c) The Seller Entities currently maintain insurance, including bankers’ blanket bonds, with insurers All leases of recognized financial responsibility, in such amounts as the management of Seller reasonably has determined to be prudent in accordance with industry practice. None of the Seller Entities has received notice from Real Property under which any insurance carrier that (i) any policy of insurance will be canceled or that coverage thereunder will be reduced or eliminated, (ii) premium costs with respect to such policies of insurance will be substantially increased, or (iii) similar coverage will be denied or limited or not extended or renewed with respect to any Seller First Texas Entity, any act or occurrenceas lessee, or that any Assetleases Real Property, officerare valid, director, employee or agent of any Seller Entity will not be covered by such insurance or bond. There are presently no claims for amounts exceeding $25,000 individually or in the aggregate pending under such policies of insurance or bonds, and no notices of claims in excess of such amounts have been given by any Seller Entity under such policies. Seller has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bond. (d) The Assets of the Seller Entities include all material Assets required by Seller Entities to operate the business of the Seller Entities as presently conducted. All real and personal property which is material to the business of Seller or the Seller Entities that is leased or licensed by it is held pursuant to leases or licenses which are valid binding and enforceable in accordance with their respective terms (except as enforceability may be limited and First Texas or such First Texas Subsidiary has good and marketable leasehold interests to all Real Property leased by applicable bankruptcythem. There is not under any such lease any material existing Default by any First Texas Entity or, insolvencyto First Texas’ Knowledge, reorganizationany other party thereto, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and such leases and licenses will not terminate any event which with notice or lapse prior to of time would constitute such a material Default and all rent and other sums and charges due and payable under such lease have been paid. (d) The Assets reflected in the Effective Time or thereafter by reason of completion of the Merger. All improved real property most recent First Texas Financial Statements which are owned or leased by Seller or Seller the First Texas Entities, and in combination with the Real Property, the Intellectual Property of any First Texas Entity, and contractual benefits and burdens of the First Texas Entities, constitute, as of the Closing Date, all of the Assets, rights and interests necessary to enable the First Texas Entities to operate consolidated businesses in the Ordinary Course and as the same is in material compliance with all applicable laws, including zoning laws and expected to be conducted on the Americans with Disabilities Act of 1990Closing Date.

Assets. (a) Except as disclosed in Section 3.10(a) Seller owns good and valid title to all of the Seller Disclosure Memorandum or as disclosed or reserved against in the Seller Financial Statements delivered prior to the date of this Agreement, the Seller Entities have good and marketable titlePurchased Assets, free and clear of all LiensLiens and other restrictions of whatever nature, to all except for (i) Liens described on the attached Encumbrances Schedule, (ii) Liens for current property taxes not yet due and payable, and (iii) other imperfections of their respective Assets that they own. In additiontitle, all tangible properties used restrictions or encumbrances, if any, which imperfections, restrictions or encumbrances do not, individually or in the businesses aggregate, materially impair the continued use and operation of the Seller Entities Purchased Assets to which they relate and do not affect the merchantability of the title to the Purchased Assets to which they relate (items (ii) and (iii) above are in good condition, reasonable wear and tear excepted, and are usable in collectively referred to herein as the ordinary course of business consistent with Seller’s past practices“Permitted Liens”). (b) All Except as disclosed on the attached Assets Schedule and for assets that will be used by Seller to provide the services to Buyer set forth in the Transition Services Agreement (which assets are material to Seller’s businessused by both Designs and Sellers’ other businesses), held under leases or subleases by any the Purchased Assets include all of the assets, whether tangible or intangible, real or personal, that are necessary for the conduct of the Business as currently conducted by Seller Entitiesand, are held under valid Contracts enforceable in accordance with their respective termsto the Knowledge of Seller, (except as enforceability may currently contemplated to be limited conducted by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and each such Contract is in full force and effectSeller. (c) The Seller Entities currently maintain insuranceTo the Knowledge of Seller, including bankers’ blanket bondsthe attached Capital Expenditures Schedule sets forth all necessary repairs, with insurers and reasonable estimates of recognized financial responsibilitythe costs of such repairs, to the Purchased Assets in such amounts as order for the management of Seller reasonably has determined Purchased Assets to be prudent in accordance with industry practice. None of the Seller Entities has received notice from any insurance carrier that (i) any policy of insurance will be canceled or that coverage thereunder will be reduced or eliminated, (ii) premium costs with respect to such policies of insurance will be substantially increased, or (iii) similar coverage will be denied or limited or not extended or renewed with respect to any Seller Entity, any act or occurrence, or that any Asset, officer, director, employee or agent of any Seller Entity will not be covered by such insurance or bond. There are presently no claims for amounts exceeding $25,000 individually or usable in the aggregate pending under such policies Ordinary Course of insurance or bonds, and no notices of claims in excess of such amounts have been given by any Seller Entity under such policies. Seller has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bondBusiness. (d) The Assets attached Capital Expenditures Schedule sets forth in reasonable detail (i) Seller’s capital expenditure budget (in both dollar amounts and classifications of expenditures) with respect to the Seller Entities include all material Assets required Business for the fiscal years ending January 31, 2005 and 2006, and (ii) the actual capital expenditures made by Seller Entities to operate (in both dollar amounts and classifications of expenditures) during the business of the Seller Entities as presently conducted. All real and personal property which is material fiscal year ending January 31, 2005 with respect to the business of Seller or the Seller Entities that is leased or licensed by it is held pursuant to leases or licenses which are valid and enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and such leases and licenses will not terminate or lapse prior to the Effective Time or thereafter by reason of completion of the Merger. All improved real property owned or leased by Seller or Seller Entities is in material compliance with all applicable laws, including zoning laws and the Americans with Disabilities Act of 1990Business.

Assets. (a) Except as disclosed in Section 3.10(a) of the Seller Disclosure Memorandum or as disclosed or reserved against in the Seller Financial Statements delivered prior to the date of this Agreement, the Seller Entities have Each Bryn Mawr Entity has good and marketable titletitle to those Assets reflected in the most recent Bryn Mawr Financial Statements as being owned by such Bryn Mawr Entity or acquired after the date thereof (except Assets sold or otherwise disposed of since the date thereof in the Ordinary Course), free and clear of all Liens, to all of their respective Assets that they own. In additionexcept (a) statutory Liens securing payments not yet due, all tangible properties used in the businesses of the Seller Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with Seller’s past practices. (b) All Assets which are material to Seller’s businessLiens for real property Taxes not yet due and payable, held under leases or subleases by any (c) easements, rights of way, and other similar encumbrances that do not materially affect the use of the Seller Entities, are held under valid Contracts enforceable in accordance with their respective termsAssets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (except as enforceability may be limited d) Liens or similar security interests held by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transferthe Federal Home Loan Bank in the Ordinary Course, and similar laws (e) such imperfections or irregularities of general applicability relating title or Liens as do not materially affect the use of the Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Liens”). Bryn Mawr is the fee simple owner of all owned real property and the lessee of all leasehold estates reflected in the most recent Bryn Mawr Financial Statements (except real property sold or otherwise disposed of in the Ordinary Course since the date hereof and leases that have expired or been terminated in the Ordinary Course since the date hereof), free and clear of all Liens of any nature whatsoever, except for Permitted Liens, and is in possession of the properties purported to be owned or affecting creditors’ rights or by general equity principles) leased thereunder, as applicable, and each such Contract lease is in full force and effect. (c) The Seller Entities currently maintain insurancevalid without default thereunder by the lessee or, including bankers’ blanket bondsto the Knowledge of Bryn Mawr, with insurers of recognized financial responsibility, in such amounts as the management of Seller reasonably has determined to be prudent in accordance with industry practice. None of the Seller Entities has received notice from any insurance carrier that (i) any policy of insurance will be canceled or that coverage thereunder will be reduced or eliminated, (ii) premium costs with respect to such policies of insurance will be substantially increased, or (iii) similar coverage will be denied or limited or not extended or renewed with respect to any Seller Entity, any act or occurrence, or that any Asset, officer, director, employee or agent of any Seller Entity will not be covered by such insurance or bondlessor. There are presently no claims for amounts exceeding $25,000 individually or in the aggregate pending under such policies of insurance or bondsor, and no notices of claims in excess of such amounts have been given by any Seller Entity under such policies. Seller has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bond. (d) The Assets of the Seller Entities include all material Assets required by Seller Entities to operate the business of the Seller Entities as presently conducted. All real and personal property which is material to the business Knowledge of Seller Bryn Mawr, threatened condemnation or the Seller Entities eminent domain proceedings against any real property that is leased or licensed by it is held pursuant to leases or licenses which are valid and enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and such leases and licenses will not terminate or lapse prior to the Effective Time or thereafter by reason of completion of the Merger. All improved real property owned or leased by Seller Bryn Mawr. The Bryn Mawr Entities own or Seller Entities is lease all properties as are necessary to their operations as now conducted and no Person has any option or right to acquire or purchase any ownership interest in material compliance with all applicable laws, including zoning laws and the Americans with Disabilities Act of 1990owned real property or any portion thereof.

Assets. (a) Except as disclosed in Section 3.10(a) of the Seller Disclosure Memorandum or as disclosed or reserved against in the Seller Financial Statements delivered prior to the date of this Agreement, the Seller Entities UWWH and its Subsidiaries have good and marketable titlevalid title to, free or in the case of leased properties and clear of all Liensassets, to valid leasehold interests in, all of their respective Assets that they own. In additionthe tangible assets of UWWH and its Subsidiaries, all tangible properties except where the failure to have such good and valid title or valid leasehold interests would not, individually or in the aggregate, reasonably be expected to be materially adverse to UWWH and its Subsidiaries, taken as a whole, in each case subject to no Encumbrances, except for (i) Encumbrances expressly noted in the UWWH Financial Statements; (ii) Encumbrances consisting of zoning or planning restrictions, (iii) Encumbrances consisting of easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or materially impair the use of, such property as it is presently used in connection with the businesses business of the Seller Entities UWWH; (iv) Encumbrances for current Taxes, assessments or governmental charges or levies on property not yet due or which are being contested in good conditionfaith and for which appropriate reserves in accordance with GAAP are reflected in the UWWH Financial Statements; (v) mechanic’s, reasonable wear materialmen’s and tear excepted, and are usable similar Encumbrances arising in the ordinary course of business consistent or by operation of Law; and (vi) any conditions that are shown on the surveys, title policies, deeds or other such documents previously delivered by UWWH to IP and Spinco with Seller’s past practicesrespect to such real property. (b) All Assets which are material to Seller’s business, held under leases or subleases by Neither UWWH nor any of its Subsidiaries is a party to any agreement that will remain in effect following the Seller Entities, are held under valid Contracts enforceable in accordance with their respective terms, (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating Closing to or affecting creditors’ rights or by general equity principles) and each such Contract is in full force and effectpurchase any material real property. (c) The Seller Entities currently maintain insurance, including bankers’ blanket bonds, with insurers Section 6.8(c) of recognized financial responsibility, in such amounts as the management UWWH Disclosure Schedules sets forth the address of Seller reasonably has determined each real property to be prudent in accordance with industry practice. None of the Seller Entities has received notice from any insurance carrier that (i) any policy of insurance will be canceled or that coverage thereunder will be reduced or eliminated, (ii) premium costs with respect to such policies of insurance will be substantially increased, or (iii) similar coverage will be denied or limited or not extended or renewed with respect to any Seller Entity, any act or occurrence, or that any Asset, officer, director, employee or agent of any Seller Entity will not be covered by such insurance or bond. There are presently no claims for amounts exceeding $25,000 individually or in the aggregate pending under such policies of insurance or bonds, and no notices of claims in excess of such amounts have been given by any Seller Entity under such policies. Seller has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bond. (d) The Assets of the Seller Entities include all material Assets required by Seller Entities to operate the business of the Seller Entities as presently conducted. All real and personal property which is material to the business of Seller or the Seller Entities that is leased or licensed by it is held pursuant to leases or licenses which are valid and enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and such leases and licenses will not terminate or lapse prior to the Effective Time or thereafter by reason of completion of the Merger. All improved real property owned or leased by Seller UWWH or Seller Entities is any of its Subsidiaries which constitutes all of the real property currently used for the business of UWWH and its Subsidiaries. All buildings, structures and improvements located on such real property are in reasonably good condition and repair, ordinary wear and tear excepted, except if the failure to meet such standards would not materially and adversely impair the use of such real property as currently used by the business of UWWH and its Subsidiaries. For purposes of this Section 6.8(c), “real property” shall mean all of the warehouses of the business of UWWH and its Subsidiaries. Except as set forth in Section 6.8(c) of the UWWH Disclosure Schedules, neither UWWH nor its Subsidiaries have leased or otherwise granted to any Person the right to use or occupy such real property or any material compliance with all applicable laws, including zoning laws and the Americans with Disabilities Act of 1990portion thereof.

Assets. (a) Except as disclosed in Section 3.10(a) of the Each Seller Disclosure Memorandum or as disclosed or reserved against in the Seller Financial Statements delivered prior to the date of this Agreement, the Seller Entities have Entity has good and marketable title, or good and valid leasehold interests in, to those Assets reflected in the most recent Seller Financial Statements as being owned or leased, as applicable, by such Seller Entity or acquired after the date thereof (except Assets sold or otherwise disposed of since the date thereof in the Ordinary Course), free and clear of all Liens, except (a) statutory Liens securing payments not yet due, (b) Liens for real property Taxes not yet due and payable or being contested in good faith pursuant to all appropriate proceedings, (c) easements, rights of their respective Assets way, and other similar encumbrances that they own. In addition, all tangible properties used in do not materially affect the businesses use of the Seller Entities are in good condition, reasonable wear Assets subject thereto or affected thereby or otherwise materially impair business operations and tear excepteduse of such Assets, and are usable in (d) such imperfections or irregularities of title or Liens as do not materially affect the ordinary course use of the Assets subject thereto or affected thereby or otherwise materially impair business consistent with Seller’s past practicesoperations and use of such Assets (collectively, “Permitted Liens”). (b) All Assets which are material to Section 4.11(b) of Seller’s businessDisclosure Memorandum sets forth a true, held under leases complete and correct list of all street addresses and fee owners of all real property owned, leased or subleases licensed by any Seller Entity or otherwise occupied by a Seller Entity or used or held for use by any Seller Entity, including other real estate owned (collectively, the “Real Property”). Other than as set forth on Section 4.11(b) of Seller’s Disclosure Memorandum, there are no Persons in possession of any portion of any of the Real Property other than the Seller Entities, and no Person other than a Seller Entity has the right to use or occupy for any purpose any portion of any of the Real Property owned, leased or licensed by a Seller Entity. A Seller Entity is the fee simple owner of owned by it free and clear of all Liens, except Permitted Liens. There are held under valid Contracts enforceable in accordance with their respective termsno outstanding options, (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws rights of general applicability relating to first offer or affecting creditors’ refusal or other pre-emptive rights or by general equity principles) and each such Contract is in full force and effect. (c) The Seller Entities currently maintain insurance, including bankers’ blanket bonds, with insurers of recognized financial responsibility, in such amounts as the management of Seller reasonably has determined to be prudent in accordance with industry practice. None of the Seller Entities has received notice from any insurance carrier that (i) any policy of insurance will be canceled or that coverage thereunder will be reduced or eliminated, (ii) premium costs with respect to such policies of insurance will be substantially increased, or (iii) similar coverage will be denied or limited or not extended or renewed purchase rights with respect to any such owned Real Property. All leases of Real Property under which any Seller Entity, any act or occurrenceas lessee, or that any Assetleases Real Property, officerare valid, director, employee or agent of any Seller Entity will not be covered by such insurance or bond. There are presently no claims for amounts exceeding $25,000 individually or in the aggregate pending under such policies of insurance or bonds, and no notices of claims in excess of such amounts have been given by any Seller Entity under such policies. Seller has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bond. (d) The Assets of the Seller Entities include all material Assets required by Seller Entities to operate the business of the Seller Entities as presently conducted. All real and personal property which is material to the business of Seller or the Seller Entities that is leased or licensed by it is held pursuant to leases or licenses which are valid binding and enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and such leases Seller Entity has good and licenses will marketable leasehold interests to all Real Property leased by them. There is not terminate under any such lease any material existing Default by any Seller Entity or, to Seller’s Knowledge, any other party thereto, or any event which with notice or lapse prior of time would constitute such a material Default and all rent and other sums and charges due and payable under such lease have been paid. There are no pending or, to the Effective Time Knowledge of Seller, threatened condemnation or thereafter by reason of completion of eminent domain proceedings against any Real Property. (c) The Assets reflected in the Merger. All improved real property most recent Seller Financial Statements which are owned or leased by the Seller or Entities, and in combination with the Real Property, the Intellectual Property of any Seller Entity, and contractual benefits and burdens of the Seller Entities, constitute, as of the Closing Date, all of the Assets, rights and interests necessary to enable the Seller Entities to operate consolidated businesses in the Ordinary Course and as the same is in material compliance with all applicable laws, including zoning laws and expected to be conducted on the Americans with Disabilities Act of 1990Closing Date.

Assets. (a) Except as disclosed in Section 3.10(a) of the Seller Disclosure Memorandum or as disclosed or reserved against in the Seller Financial Statements delivered prior to the date of this Agreement, the Seller Entities have Each FSB Entity has good and marketable titletitle to those Assets reflected in the most recent FSB Financial Statements as being owned by such FSB Entity or acquired after the date thereof (except Assets sold or otherwise disposed of since the date thereof in the Ordinary Course), free and clear of all Liens, to all of their respective Assets that they own. In additionexcept (a) statutory Liens securing payments not yet due, all tangible properties used in the businesses of the Seller Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with Seller’s past practices. (b) All Assets which are material to Seller’s businessLiens for real property Taxes not yet due and payable, held under leases or subleases by any (c) easements, rights of way, and other similar encumbrances that do not materially affect the use of the Seller EntitiesAssets subject thereto or affected thereby or otherwise materially impair business operations and use of such Assets and (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the Assets subject thereto or affected thereby or otherwise materially impair business operations and use of such Assets (collectively, are held under valid Contracts enforceable “Permitted Liens”). FSB is the fee simple owner of all owned real property and the lessee of all leasehold estates reflected in accordance with their respective termsthe most recent FSB Financial Statements, (free and clear of all Liens of any nature whatsoever, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transferfor Permitted Liens, and similar laws is in possession of general applicability relating the properties purported to be owned or affecting creditors’ rights or by general equity principles) leased thereunder, as applicable, and each such Contract lease is in full force and effect. (c) The Seller Entities currently maintain insurancevalid without default thereunder by the lessee or, including bankers’ blanket bondsto the Knowledge of FSB, with insurers of recognized financial responsibility, in such amounts as the management of Seller reasonably has determined to be prudent in accordance with industry practice. None of the Seller Entities has received notice from any insurance carrier that (i) any policy of insurance will be canceled or that coverage thereunder will be reduced or eliminated, (ii) premium costs with respect to such policies of insurance will be substantially increased, or (iii) similar coverage will be denied or limited or not extended or renewed with respect to any Seller Entity, any act or occurrence, or that any Asset, officer, director, employee or agent of any Seller Entity will not be covered by such insurance or bondlessor. There are presently no claims for amounts exceeding $25,000 individually or in the aggregate pending under such policies of insurance or bondsor, and no notices of claims in excess of such amounts have been given by any Seller Entity under such policies. Seller has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bond. (d) The Assets of the Seller Entities include all material Assets required by Seller Entities to operate the business of the Seller Entities as presently conducted. All real and personal property which is material to the business Knowledge of Seller FSB, threatened condemnation or the Seller Entities eminent domain proceedings against any real property that is leased or licensed by it is held pursuant to leases or licenses which are valid and enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and such leases and licenses will not terminate or lapse prior to the Effective Time or thereafter by reason of completion of the Merger. All improved real property owned or leased by Seller FSB. The FSB Entities own or Seller Entities is lease all properties as are necessary to their operations as now conducted and no Person has any option or right to acquire or purchase any ownership interest in material compliance with all applicable laws, including zoning laws and the Americans with Disabilities Act of 1990owned real property or any portion thereof.

Assets. (a) Except as disclosed in Section 3.10(a) of set forth on the attached "Assets Schedule," the Seller Disclosure Memorandum or as disclosed or reserved against in the Seller Financial Statements delivered prior to the date --------------- and each of this Agreement, the Seller Entities its Subsidiaries have good and marketable titleindefeasible title to, or a valid leasehold interest in, the properties and assets used by them in connection with the Business, located on their premises or shown on the Latest Balance Sheet or acquired thereafter, free and clear of all Liens, to all except for Permitted Encumbrances and except for properties and assets disposed of their respective Assets that they own. In addition, all tangible properties used in the businesses of the Seller Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with since the date of the Latest Balance Sheet. Except as described on the Assets Schedule, (i) the Seller’s past practices's and each of its --------------- Subsidiaries' buildings, equipment and other tangible assets are in good operating condition and are fit for use in the ordinary course of business, and (ii) the equipment subject to the Master Lease Agreements between the Seller and each of Cletex Trailer Leasing, Inc. and Fleet Acceptance Corporation is in the condition required to satisfy the requirements of such Master Lease Agreements and the Seller has evidence that such equipment was delivered to the Seller's customers in satisfactory condition and the Seller will have an enforceable claim against any customer returning such equipment in a damaged condition. The Seller and each of its Subsidiaries owns or leases all buildings, machinery, equipment, and other tangible assets necessary for the conduct of its business as presently conducted. The Acquired Assets constitute all of the assets and rights necessary for the conduct of the Business as it is presently conducted. (b) All Assets which are material to Seller’s businessExcept for any representation or warranty set forth in this Agreement, held under leases or subleases by any the tangible personal property that is part of the Seller EntitiesAcquired Assets is sold AS IS, are held under valid Contracts enforceable in accordance with their respective termsWHERE IS, (except as enforceability may be limited by applicable bankruptcyAND WITH ALL FAULTS, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and each such Contract is in full force and effectALL EXPRESS AND IMPLIED WARRANTIES OF MERCHANT-ABILITY AND FITNESS FOR A PARTICULAR PURPOSE BEING HEREBY EXPRESSLY DISCLAIMED. (c) The Seller Entities currently maintain insurance, including bankers’ blanket bonds, with insurers of recognized financial responsibility, in such amounts as Purchaser has been granted the management of Seller reasonably has determined right to be prudent in accordance with industry practice. None conduct an investigation of the Seller Entities has received notice from any insurance carrier that (i) any policy Acquired Assets. The Purchaser and the Purchaser's agents had the right of insurance will be canceled or that coverage thereunder will be reduced or eliminated, (ii) premium costs with respect to such policies of insurance will be substantially increased, or (iii) similar coverage will be denied or limited or not extended or renewed with respect to any Seller Entity, any act or occurrence, or that any Asset, officer, director, employee or agent of any Seller Entity will not be covered by such insurance or bond. There are presently no claims for amounts exceeding $25,000 individually or in the aggregate pending under such policies of insurance or bonds, and no notices of claims in excess of such amounts have been given by any Seller Entity under such policies. Seller has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bond. (d) The Assets of the Seller Entities include all material Assets required by Seller Entities to operate the business of the Seller Entities as presently conducted. All real and personal property which is material access to the business of Seller or the Seller Entities that is leased or licensed by it is held pursuant to leases or licenses which are valid and enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and such leases and licenses will not terminate or lapse Acquired Assets prior to the Effective Time or thereafter by reason Closing for the purpose of completion conducting such investigation. The Seller cooperated with the Purchaser in connection with such investigation and furnished the Purchaser with copies of all documents in the Merger. All improved real property owned or leased by Seller or Seller Entities is in material compliance with all applicable laws, including zoning laws and Seller's possession relating to the Americans with Disabilities Act of 1990Acquired Assets that were necessary to complete such investigation.

Assets. (a) Except as disclosed in Section 3.10(a) of the Seller Disclosure Memorandum Telcom has delivered or as disclosed or reserved against in the Seller Financial Statements delivered will deliver to MIL prior to the Closing Date true and complete copies of all material leases, subleases, rental agreements, contracts of sale or licenses of any portion of the personal property (the "WVA Personal Property") owned, leased or rented by WVA and the WVA Subsidiaries as of the date hereof. WVA or the WVA Subsidiaries have legal ownership or other legal rights to use all property used in the conduct of this Agreementthe WVA Business as presently conducted. Schedule 4.12 (a) lists all leased WVA Personal Property with a monthly lease payment (or annual lease payment prorated on a monthly basis) in excess of US$1,000. (b) Except as listed on Schedule 4.12(b), WVA and the WVA Subsidiaries do not own, lease or use any material real property. (c) No WVA Assets are subject to any lease, license, contract of sale or other agreement that is reasonably likely to have a material adverse effect upon the business, properties or financial condition of WVA or any WVA Subsidiaries. (d) Except as listed on Schedule 4.12(d), the Seller Entities have good and marketable title, WVA Assets are free and clear of all Liens (other than Permitted Liens), to and, other than leased WVA Assets, each of WVA and the WVA Subsidiaries has good and marketable title thereto. WVA and the WVA Subsidiaries have valid leasehold interests in all of their respective Assets that they own. In addition, all tangible properties used in the businesses of the Seller Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with Seller’s past practicesleased assets. (be) All No Person has any right of first refusal or option to acquire any interest in the WVA Assets which are material to Seller’s businessor any part thereof, held under leases or subleases by any and none of the Seller EntitiesWVA Securityholders, are held under valid Contracts enforceable in accordance with their respective terms, (except WVA or the WVA Subsidiaries have sold or contracted to sell the WVA Assets or any part thereof or interest therein other than as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and each such Contract is in full force and effectset forth herein. (cf) The Seller Entities currently maintain insurance, including bankers’ blanket bonds, with insurers of recognized financial responsibility, in such amounts as WVA has no assets or liabilities other than the management of Seller reasonably has determined to be prudent in accordance with industry practice. None stock of the Seller Entities WVA Subsidiaries and has received notice from not conducted and currently does not conduct any insurance carrier that (i) any policy of insurance will be canceled or that coverage thereunder will be reduced or eliminated, (ii) premium costs with respect to such policies of insurance will be substantially increased, or (iii) similar coverage will be denied or limited or not extended or renewed with respect to any Seller Entity, any act or occurrence, or that any Asset, officer, director, employee or agent of any Seller Entity will not be covered by such insurance or bond. There are presently no claims for amounts exceeding $25,000 individually or in business other than the aggregate pending under such policies of insurance or bonds, and no notices of claims in excess ownership of such amounts have been given by any Seller Entity under such policies. Seller has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bondstock. (dg) The Assets No assets used by WVA are owned by any Affiliate of the Seller Entities include all material Assets required by Seller Entities to operate the business of the Seller Entities as presently conducted. All real and personal property which is material to the business of Seller or the Seller Entities that is leased or licensed by it is held pursuant to leases or licenses which are valid and enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and such leases and licenses will not terminate or lapse prior to the Effective Time or thereafter by reason of completion of the Merger. All improved real property owned or leased by Seller or Seller Entities is in material compliance with all applicable laws, including zoning laws and the Americans with Disabilities Act of 1990WVA.

Assets. (a) Except as disclosed in Section 3.10(a) of the Seller Disclosure Memorandum or as disclosed or reserved against in the Seller Financial Statements delivered prior to the date of this Agreement, the Seller Entities have Each Xxxxxxx Entity has good and marketable titletitle to those Assets reflected in the most recent Xxxxxxx Financial Statements as being owned by such Xxxxxxx Entity or acquired after the date thereof (except Assets sold or otherwise disposed of since the date thereof in the Ordinary Course), free and clear of all Liens, to except (a) statutory Liens securing payments not yet due, (b) Liens for real property Taxes not yet due and payable, (c) easements, rights of way, and other similar encumbrances that do not materially affect the use of the Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Liens”). Xxxxxxx is the fee simple owner of all owned real property and the lessee of their respective Assets that they own. In addition, all tangible properties used leasehold estates reflected in the businesses most recent Xxxxxxx Financial Statements, free and clear of all Liens of any nature whatsoever, except for Permitted Liens, and is in possession of the Seller properties purported to be owned or leased thereunder, as applicable. There are no pending or, to the Knowledge of Xxxxxxx, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by Xxxxxxx. The Xxxxxxx Entities own or lease all properties as are in good condition, reasonable wear necessary to their operations as now conducted and tear excepted, and are usable no Person has any option or right to acquire or purchase any ownership interest in the ordinary course of business consistent with Seller’s past practicesowned real property or any portion thereof. (b) All Assets which Section 4.12(b) of Xxxxxxx’x Disclosure Memorandum sets forth a complete and correct list of all street addresses and fee owners of all real property owned, leased or licensed by any Xxxxxxx Entity or otherwise occupied by a Xxxxxxx Entity or used or held for use by any Xxxxxxx Entity (collectively, the “Real Property”). Other than as set forth on Section 4.12(b) of Xxxxxxx’x Disclosure Memorandum, there are material to Seller’s business, held under leases or subleases by no Persons in possession of any portion of any of the Seller Entities, are held under valid Contracts enforceable in accordance with their respective terms, (except as enforceability may be limited Real Property owned or leased by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transferany Xxxxxxx Entity other than such Xxxxxxx Entity, and similar laws no Person other than a Xxxxxxx Entity has the right to use or occupy for any purpose any portion of general applicability relating any of the Real Property owned, leased or licensed by a Xxxxxxx Entity. Xxxxxxx or a Xxxxxxx Subsidiary has good and marketable fee title to all Real Property owned by it free and clear of all Liens, except Permitted Liens. There are no outstanding options, rights of first offer or affecting creditors’ refusal or other pre-emptive rights or by general equity principles) and each purchase rights with respect to any such Contract is in full force and effectowned Real Property. (c) The Seller Entities currently maintain insurance, including bankers’ blanket bonds, with insurers All leases of recognized financial responsibility, in such amounts as the management of Seller reasonably has determined to be prudent in accordance with industry practice. None of the Seller Entities has received notice from Real Property under which any insurance carrier that (i) any policy of insurance will be canceled or that coverage thereunder will be reduced or eliminated, (ii) premium costs with respect to such policies of insurance will be substantially increased, or (iii) similar coverage will be denied or limited or not extended or renewed with respect to any Seller Xxxxxxx Entity, any act or occurrenceas lessee, or that any Assetleases Real Property, officerare valid, director, employee or agent of any Seller Entity will not be covered by such insurance or bond. There are presently no claims for amounts exceeding $25,000 individually or in the aggregate pending under such policies of insurance or bonds, and no notices of claims in excess of such amounts have been given by any Seller Entity under such policies. Seller has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bond. (d) The Assets of the Seller Entities include all material Assets required by Seller Entities to operate the business of the Seller Entities as presently conducted. All real and personal property which is material to the business of Seller or the Seller Entities that is leased or licensed by it is held pursuant to leases or licenses which are valid binding and enforceable in accordance with their respective terms (except as enforceability may be limited and Xxxxxxx or such Xxxxxxx Subsidiary has good and marketable leasehold interests to all Real Property leased by applicable bankruptcythem. There is not under any such lease any material existing Default by any Xxxxxxx Entity or, insolvencyto Xxxxxxx’x Knowledge, reorganizationany other party thereto, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and such leases and licenses will not terminate any event which with notice or lapse prior to of time would constitute such a material Default and all rent and other sums and charges due and payable under such lease have been paid. (d) The Assets reflected in the Effective Time or thereafter by reason of completion of the Merger. All improved real property most recent Xxxxxxx Financial Statements which are owned or leased by Seller or Seller the Xxxxxxx Entities, and in combination with the Real Property, the Intellectual Property of any Xxxxxxx Entity, and contractual benefits and burdens of the Xxxxxxx Entities, constitute, as of the Closing Date, all of the Assets, rights and interests necessary to enable the Xxxxxxx Entities to operate consolidated businesses in the Ordinary Course and as the same is in material compliance with all applicable laws, including zoning laws and expected to be conducted on the Americans with Disabilities Act of 1990Closing Date.

Assets. (a) Except as disclosed in Section 3.10(a) of set forth on the attached EXCLUDED ASSETS SCHEDULE, Seller Disclosure Memorandum or as disclosed or reserved against in the Seller Financial Statements delivered prior to the date of this Agreement, the Seller Entities have has good and marketable titletitle to, or a valid leasehold interest in, all properties and assets used by it, located on its premises or shown on the Latest Balance Sheet or acquired after the date thereof, free and clear of all Liens, except for Liens disclosed on the Latest Balance Sheet (including any notes thereto) and Liens for current property taxes not yet due and payable and Permitted Liens. Except for the Nuline Equipment (as defined in Section 8.13 below), immediately after the Closing, Buyer or its Affiliates will own, have a valid leasehold interest in or have a valid and enforceable right to use all assets, tangible or intangible, necessary for the conduct of the Business as presently conducted and as necessary to maintain the current run rate of the Business free and clear of all Liens. Except as set forth on the attached ASSETS SCHEDULE, all of their respective Assets that they own. In additionSeller's buildings (including all components of such buildings, all structures and other improvements), equipment, machinery, fixtures, improvements and other tangible properties used in the businesses of the Seller Entities assets (whether owned or leased) are in good condition, reasonable condition and repair (ordinary wear and tear excepted, ) and are usable fit for use in the ordinary course of Seller's business consistent as presently conducted. All such assets have been installed and maintained in all material respects in accordance with Seller’s past practicesall applicable laws, regulations and ordinances. The attached ASSETS SCHEDULE sets forth and describes in reasonable detail the actual out-of-pocket capital expenditures made by Seller during the twelve-months ended April 30, 1999 and the nine months ended January 31, 2000. (b) All Assets which are material Seller does not own any real property or possess any right to Seller’s businessacquire any real property. The LEASED REAL PROPERTY SCHEDULE attached hereto contains a complete list of all real property leased or subleased by Seller (individually "LEASED REAL PROPERTY" and collectively, held under leases or subleases by any the "LEASED REALTY"). Seller has a valid leasehold interest in each Leased Real Property, subject only to Permitted Liens. Seller has previously delivered to Buyer's special counsel complete and accurate copies of each of the Seller Entitiesleases for the Leased Realty (the "REALTY LEASES"). With respect to each Realty Lease: (i) the Realty Lease is legal, are held under valid Contracts valid, binding, enforceable in accordance with their respective terms, (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and each such Contract is in full force and effect; (ii) neither Seller nor, to Seller's knowledge, any other party to the Realty Lease is in breach or default, and no event has occurred which, with notice or lapse of time or both, would constitute such a breach or default or permit termination, modification or acceleration under the Realty Lease; (iii) neither Seller, nor to the Seller's knowledge, any other party to the Realty Lease has repudiated any provision thereof; (iv) there are no disputes, oral agreements or forbearance programs in effect as to the Realty Lease; (v) the Realty Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to Buyer; and (vi) Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Realty Lease. (c) The Seller Entities currently maintain insuranceAsTraKel has fee simple title to the real property leased to Buyer pursuant to the Real Estate Lease, including bankers’ blanket bondsfree and clear of all Liens, with insurers of recognized financial responsibility, in such amounts as except Permitted Liens and does not lease or sublease the management of Seller reasonably has determined to be prudent in accordance with industry practice. None of the Seller Entities has received notice from any insurance carrier that (i) any policy of insurance will be canceled or that coverage thereunder will be reduced or eliminated, (ii) premium costs with respect to such policies of insurance will be substantially increased, or (iii) similar coverage will be denied or limited or not extended or renewed with respect property to any Seller Entity, Person other than Buyer and does not allow any act or occurrence, or that any Asset, officer, director, employee or agent of any Seller Entity will not be covered by Person other than Buyer to use such insurance or bond. There are presently no claims for amounts exceeding $25,000 individually or in the aggregate pending under such policies of insurance or bonds, and no notices of claims in excess of such amounts have been given by any Seller Entity under such policies. Seller has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bondproperty. (d) The Assets of the Seller Entities include all material Assets required by Seller Entities to operate the business of the Seller Entities as presently conducted. All real and personal property which is material to the business of Seller or the Seller Entities that is leased or licensed by it is held pursuant to leases or licenses which are valid and enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and such leases and licenses will not terminate or lapse prior to the Effective Time or thereafter by reason of completion of the Merger. All improved real property owned or leased by Seller or Seller Entities is in material compliance with all applicable laws, including zoning laws and the Americans with Disabilities Act of 1990.

Assets. (a) The Accuride Assets constitute all assets used or held for use in connection with the sale of the Joint Venture Products (except for (w) the Accuride Excluded Contracts, (x) the Accuride Retained Inventory, (y) accounts receivable, inventory sold or consumed, cash disposed of, prepaid expenses realized, contracts fully performed, and assets replaced by equivalent or superior assets, in each case in the ordinary course of business, and (z) other non-material assets sold or disposed of in the ordinary course of business), and together with the benefits provided by the Ancillary Agreements, are sufficient to enable the Joint Venture to conduct the Business as presently conducted by Accuride. Accuride has the complete and unrestricted power to transfer, sell and deliver the Accuride Assets to the Company. Except as disclosed in Section 3.10(a) set forth on Schedule 4.4, Accuride is the owner of the Seller Disclosure Memorandum or as disclosed or reserved against in the Seller Financial Statements delivered prior to the date of this Agreement, the Seller Entities have and has good and marketable titletitle to all of the Accuride Assets, free and clear of all Liens, other than Permitted Liens. Following the Closing, the Company will have good and marketable title to the same, free and clear of all Liens, other than Permitted Liens. (b) Except as set forth on Schedule 4.4, there are no pending or, to the best knowledge of Accuride, threatened events, conditions or developments affecting the Accuride Assets which would (i) materially detract from their respective value or (ii) materially interfere with their present use. The tangible Accuride Assets that they own. In addition, all tangible properties used in the businesses of the Seller Entities are in good conditionoperating condition and repair, reasonable wear and tear excepted, have been reasonably maintained consistent with standards generally followed in the industry and are usable suitable for their present uses and necessary or desirable for the conduct of the Business, except as would be reasonably discovered by a visual inspection thereof. All of the inventory included in the Accuride Assets is of good, useable and merchantable quality, not obsolete and, in the case of finished goods, is saleable in the ordinary course of business consistent with Seller’s past practicesthe Business. (b) All Assets which are material to Seller’s business, held under leases or subleases by any of the Seller Entities, are held under valid Contracts enforceable in accordance with their respective terms, (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and each such Contract is in full force and effect. (c) The Seller Entities currently maintain insurance, including bankers’ blanket bonds, with insurers of recognized financial responsibility, in such amounts as the management of Seller reasonably has determined to be prudent in accordance with industry practice. None of the Seller Entities has received notice from any insurance carrier that (i) any policy of insurance will be canceled or that coverage thereunder will be reduced or eliminated, (ii) premium costs with respect to such policies of insurance will be substantially increased, or (iii) similar coverage will be denied or limited or not extended or renewed with respect to any Seller Entity, any act or occurrence, or that any Asset, officer, director, employee or agent of any Seller Entity will not be covered by such insurance or bond. There are presently no claims for amounts exceeding $25,000 individually or in the aggregate pending under such policies of insurance or bonds, and no notices of claims in excess of such amounts have been given by any Seller Entity under such policies. Seller has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bond. (d) The Assets of the Seller Entities include all material Assets required by Seller Entities to operate the business of the Seller Entities as presently conducted. All real and personal property which is material to the business of Seller or the Seller Entities that is leased or licensed by it is held pursuant to leases or licenses which are valid and enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and such leases and licenses will not terminate or lapse prior to the Effective Time or thereafter by reason of completion of the Merger. All improved real property owned or leased by Seller or Seller Entities is in material compliance with all applicable laws, including zoning laws and the Americans with Disabilities Act of 1990.

Assets. (a) Except as disclosed in Section 3.10(a) of set forth on the Seller Disclosure Memorandum or as disclosed or reserved against in the Seller Financial Statements delivered prior to the date of this Agreementattached ASSETS SCHEDULE, the Seller Entities have Company or one of its Subsidiaries has good and marketable titletitle to, or a valid leasehold interest in, all properties and assets used by it, located on its premises or shown on the Latest Balance Sheet or acquired after the date thereof, free and clear of all Liens, to all Liens (other than properties and assets disposed of their respective Assets that they own. In addition, all tangible properties used in the businesses of the Seller Entities are in good condition, reasonable wear and tear excepted, and are usable for fair consideration in the ordinary course of business consistent since the date of the Latest Balance Sheet and except for Liens disclosed on the Latest Balance Sheet (including any notes thereto) and Liens for current property taxes not yet due and payable and Permitted Liens). The Company and each of its Subsidiaries owns, has a valid leasehold interest in or has the valid and enforceable right to use all assets, tangible or intangible, necessary for the conduct of its business(es) as presently conducted and as presently proposed to be conducted. Except as set forth on the attached ASSETS SCHEDULE, all of the Company's and its Subsidiaries' buildings (including all components of such buildings, structures and other improvements), equipment, machinery, fixtures, improvements and other tangible assets (whether owned or leased) are in good condition and repair (ordinary wear and tear excepted) and are fit for use in the ordinary course of the Company's and such Subsidiaries' business as presently conducted and as presently proposed to be conducted. All such assets have been installed and maintained in all material respects in accordance with Seller’s past practicesall applicable laws, regulations and ordinances. The attached ASSETS SCHEDULE sets forth and describes in reasonable detail the actual out-of-pocket capital expenditures (as determined in accordance with GAAP) made by the Company and its Subsidiaries for the years ended December 31, 1998 and December 31, 1999. (b) All Assets which are material to Seller’s business, held under leases The LEASED REAL PROPERTY SCHEDULE attached hereto contains a complete list of all real property leased or subleases subleased by the Company or any of its Subsidiaries (individually "LEASED REAL PROPERTY" and collectively, the Seller Entities"LEASED REALTY"). Neither the Company nor any of its Subsidiaries owns any real property or possesses any right to acquire any real property. The Company or one of its Subsidiaries has a valid leasehold interest in each Leased Real Property, are held under valid Contracts subject only to Permitted Liens. The Company has previously delivered to Buyer's special counsel complete and accurate copies of each of the leases for the Leased Realty (the "REALTY LEASES"). With respect to each Realty Lease: (i) the Realty Lease is legal, valid, binding, enforceable in accordance with their respective terms, (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and each such Contract is in full force and effect. (c) The Seller Entities currently maintain insurance, including bankers’ blanket bonds, with insurers of recognized financial responsibility, in such amounts as the management of Seller reasonably has determined to be prudent in accordance with industry practice. None of the Seller Entities has received notice from any insurance carrier that (i) any policy of insurance will be canceled or that coverage thereunder will be reduced or eliminated, ; (ii) premium costs neither the Company nor any of its Subsidiaries nor any other party to the Realty Lease is in breach or default, and no event has occurred which, with respect to notice or lapse of time or both, would constitute such policies of insurance will be substantially increaseda breach or default or permit termination, modification or acceleration under the Realty Lease; (iii) similar coverage will be denied no party to the Realty Lease has repudiated any provision thereof; (iv) there are no disputes, oral agreements or limited forbearance programs in effect as to the Realty Lease; (v) the Realty Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to Buyer; and (vi) neither the Company nor any of its Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust or not extended or renewed with respect to encumbered any Seller Entity, any act or occurrence, or that any Asset, officer, director, employee or agent of any Seller Entity will not be covered by such insurance or bond. There are presently no claims for amounts exceeding $25,000 individually or interest in the aggregate pending under such policies of insurance or bonds, and no notices of claims in excess of such amounts have been given by any Seller Entity under such policies. Seller has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bondRealty Lease. (d) The Assets of the Seller Entities include all material Assets required by Seller Entities to operate the business of the Seller Entities as presently conducted. All real and personal property which is material to the business of Seller or the Seller Entities that is leased or licensed by it is held pursuant to leases or licenses which are valid and enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and such leases and licenses will not terminate or lapse prior to the Effective Time or thereafter by reason of completion of the Merger. All improved real property owned or leased by Seller or Seller Entities is in material compliance with all applicable laws, including zoning laws and the Americans with Disabilities Act of 1990.

Assets. (add) Except as disclosed in Section 3.10(a) of the Seller Disclosure Memorandum or as disclosed or reserved against in the Seller Financial Statements delivered prior to the date of this Agreement, the Seller Entities have Each Xxxxxx Entity has good and marketable titletitle to those Assets reflected in the most recent Xxxxxx Financial Statements as being owned by such Xxxxxx Entity or acquired after the date thereof (except Assets sold or otherwise disposed of since the date thereof in the Ordinary Course), free and clear of all Liens, to except for Permitted Liens. Xxxxxx or its Subsidiaries are the fee simple owner of all owned Real Property and the lessee of their respective Assets that they own. In addition, all tangible properties used leasehold estates each as reflected in the businesses most recent Xxxxxx Financial Statements, free and clear of all Liens of any nature whatsoever, except for Permitted Liens, and is in possession of the Seller Entities properties purported to be owned or leased thereunder, as applicable. There are in good conditionno pending or, reasonable wear to the Knowledge of Xxxxxx, threatened condemnation or eminent domain proceedings against any Real Property that is owned or leased by Xxxxxx or its Subsidiaries. Xxxxxx or its Subsidiaries own or lease all properties as are necessary to their operations as now conducted and tear excepted, and are usable no person has any option or right to acquire or purchase any ownership interest in the ordinary course of business consistent with Seller’s past practicesowned Real Property, or any portion thereof. (bee) All Assets which Section 5.18(b) of the Xxxxxx Disclosure Memorandum sets forth a complete and correct list of all street addresses of all real property owned, leased or licensed by any Xxxxxx Entity or otherwise occupied by a Xxxxxx Entity or used or held for use by any Xxxxxx Entity other than OREO (collectively, the “Xxxxxx Real Property”). Other than as set forth on Section 5.18(b) of the Xxxxxx Disclosure Memorandum, there are material to Seller’s business, held under leases or subleases by no Persons in possession of any portion of any of the Seller Entities, are held under valid Contracts enforceable in accordance with their respective terms, (except as enforceability may be limited Xxxxxx Real Property owned or leased by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transferany Xxxxxx Entity other than such Xxxxxx Entity, and similar laws no Person other than a Xxxxxx Entity has the right to use or occupy for any purpose any portion of general applicability relating to any of the Xxxxxx Real Property owned, leased or affecting creditors’ licensed by a Xxxxxx Entity. There are no outstanding options, rights of first offer or refusal or other pre-emptive rights or by general equity principles) and each such Contract is in full force and effect. (c) The Seller Entities currently maintain insurance, including bankers’ blanket bonds, with insurers of recognized financial responsibility, in such amounts as the management of Seller reasonably has determined to be prudent in accordance with industry practice. None of the Seller Entities has received notice from any insurance carrier that (i) any policy of insurance will be canceled or that coverage thereunder will be reduced or eliminated, (ii) premium costs with respect to such policies of insurance will be substantially increased, or (iii) similar coverage will be denied or limited or not extended or renewed purchase rights with respect to any Seller Entity, any act or occurrence, or that any Asset, officer, director, employee or agent of any Seller Entity will not be covered by such insurance or bond. There are presently no claims for amounts exceeding $25,000 individually or in the aggregate pending under such policies of insurance or bonds, and no notices of claims in excess of such amounts have been given by any Seller Entity under such policies. Seller has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bondowned Xxxxxx Real Property. (dff) The Assets All leases of the Seller Entities include all material Assets required by Seller Entities to operate the business of the Seller Entities Xxxxxx Real Property under which any Xxxxxx Entity, as presently conducted. All real and personal property which is material to the business of Seller or the Seller Entities that is leased or licensed by it is held pursuant to lessee, leases or licenses which Xxxxxx Real Property, are valid valid, binding and enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and such leases Xxxxxx Entity has good and licenses will marketable leasehold interests to all Xxxxxx Real Property leased by them. There is not terminate under any such lease any material existing Default by any Xxxxxx Entity or, to Xxxxxx’x Knowledge, any other party thereto, or any event which with notice or lapse prior to of time would constitute such a material Default and all rent and other sums and charges due and payable under such leases have been paid. (gg) The Assets reflected in the Effective Time or thereafter by reason of completion of the Merger. All improved real property most recent Xxxxxx Financial Statements which are owned or leased by Seller or Seller the Xxxxxx Entities, and in combination with the Xxxxxx Real Property, the Intellectual Property of any Xxxxxx Entity, and contractual benefits and burdens of the Xxxxxx Entities, constitute, as of the Closing Date, all of the Assets, rights and interests necessary to enable the Xxxxxx Entities is to operate consolidated businesses in material compliance with all applicable laws, including zoning laws and the Americans with Disabilities Act of 1990Ordinary Course.

Assets. (a) Except as disclosed in Section 3.10(a) of the Seller Disclosure Memorandum or as disclosed or reserved against in the Seller Financial Statements delivered prior to the date of this Agreement, the Seller Entities have Each Southwest Entity has good and marketable titletitle to those Assets reflected in the most recent Southwest Financial Statements as being owned by such Southwest Entity or acquired after the date thereof (except Assets sold or otherwise disposed of since the date thereof in the Ordinary Course), free and clear of all Liens, to except (a) statutory Liens securing payments not yet due, (b) Liens for real property Taxes not yet due and payable, (c) easements, rights of way, and other similar encumbrances that do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Liens”). Southwest is the fee simple owner of all owned real property and the lessee of their respective Assets that they own. In addition, all tangible properties used leasehold estates reflected in the businesses most recent Southwest Financial Statements, free and clear of all Liens of any nature whatsoever, except for Permitted Liens, and is in possession of the Seller Entities properties purported to be owned or leased thereunder, as applicable. There are in good conditionno pending or, reasonable wear to the Knowledge of Southwest, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by Southwest. Southwest and tear excepted, its Subsidiaries own or lease all properties as are necessary to their operations as now conducted and are usable no person has any option or right to acquire or purchase any ownership interest in the ordinary course of business consistent with Seller’s past practicesowned real property or any portion thereof. (b) All Assets which Section 4.12(b) of the Southwest Disclosure Memorandum sets forth a complete and correct list of all street addresses and fee owners of all real property owned, leased or licensed by any Southwest Entity or otherwise occupied by a Southwest Entity or used or held for use by any Southwest Entity (collectively, the “Real Property”). Other than as set forth on Section 4.12(b) of the Southwest Disclosure Memorandum, there are material to Seller’s business, held under leases or subleases by no Persons in possession of any portion of any of the Seller Entities, are held under valid Contracts enforceable in accordance with their respective terms, (except as enforceability may be limited Real Property owned or leased by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transferany Southwest Entity other than such Southwest Entity, and similar laws no Person other than a Southwest Entity has the right to use or occupy for any purpose any portion of general applicability relating any of the Real Property owned, leased or licensed by a Southwest Entity. Southwest or a Southwest Subsidiary has good and marketable fee title to all Real Property owned by it free and clear of all Liens, except Permitted Liens. There are no outstanding options, rights of first offer or affecting creditors’ refusal or other pre-emptive rights or by general equity principles) and each purchase rights with respect to any such Contract is in full force and effectowned Real Property. (c) The Seller Entities currently maintain insurance, including bankers’ blanket bonds, with insurers All leases of recognized financial responsibility, in such amounts as the management of Seller reasonably has determined to be prudent in accordance with industry practice. None of the Seller Entities has received notice from Real Property under which any insurance carrier that (i) any policy of insurance will be canceled or that coverage thereunder will be reduced or eliminated, (ii) premium costs with respect to such policies of insurance will be substantially increased, or (iii) similar coverage will be denied or limited or not extended or renewed with respect to any Seller Southwest Entity, any act or occurrenceas lessee, or that any Assetleases Real Property, officerare valid, director, employee or agent of any Seller Entity will not be covered by such insurance or bond. There are presently no claims for amounts exceeding $25,000 individually or in the aggregate pending under such policies of insurance or bonds, and no notices of claims in excess of such amounts have been given by any Seller Entity under such policies. Seller has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bond. (d) The Assets of the Seller Entities include all material Assets required by Seller Entities to operate the business of the Seller Entities as presently conducted. All real and personal property which is material to the business of Seller or the Seller Entities that is leased or licensed by it is held pursuant to leases or licenses which are valid binding and enforceable in accordance with their respective terms (except as enforceability may be limited and Southwest or such Southwest Subsidiary has good and marketable leasehold interests to all Real Property leased by applicable bankruptcythem. There is not under any such lease any material existing Default by any Southwest Entity or, insolvencyto Southwest’s Knowledge, reorganizationany other party thereto, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and such leases and licenses will not terminate any event which with notice or lapse prior to of time would constitute such a material Default and all rent and other sums and charges due and payable under such lease have been paid. (d) The Assets reflected in the Effective Time or thereafter by reason of completion of the Merger. All improved real property most recent Southwest Financial Statements which are owned or leased by Seller or Seller the Southwest Entities, and in combination with the Real Property, the Intellectual Property 20 of any Southwest Entity, and contractual benefits and burdens of the Southwest Entities, constitute, as of the Closing Date, all of the Assets, rights and interests necessary to enable the Southwest Entities to operate consolidated businesses in the Ordinary Course and as the same is in material compliance with all applicable laws, including zoning laws and expected to be conducted on the Americans with Disabilities Act of 1990Closing Date.

Assets. (a) Except as disclosed in Section 3.10(aSchedule 4.11(a) of the Seller Disclosure Memorandum hereto or as disclosed or reserved against in the Seller Financial Statements delivered prior to the date of this AgreementNetBank, the Seller Entities have NetBank and each of its Subsidiaries has good and marketable title, free and clear of all Liens, to all of their its respective Assets that they ownAssets, other than such defects which would not have individually or in the aggregate a Material Adverse Effect on NetBank. In addition, all All tangible properties used in the respective businesses of the Seller Entities are in good condition, reasonable wear NetBank and tear excepted, and each of its Subsidiaries are usable in the ordinary course of business consistent with Seller’s NetBank's or each Subsidiary's past practices. (b) All Assets which are material to Seller’s business, held under leases or subleases held by NetBank or any of the Seller Entitiesits Subsidiaries, which affect any of NetBank's or NetBank's Subsidiaries' Assets material to its business, are held under (i) valid Contracts contracts enforceable in accordance with their respective terms, NetBank or such Subsidiary (as applicable) and to the Knowledge of NetBank or any Subsidiary no counterparty has alleged that it is not enforceable against it (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfermoratorium, or other Laws affecting the enforcement of creditors' rights generally and similar laws except that the availability of general applicability relating the equitable remedy of specific performance or injunctive relief is subject to or affecting creditors’ rights or by general equity principlesthe discretion of the court before which any proceedings may be brought), (ii) and each such Contract is in full force and effect, and (iii) not subject to any material Default. All real property or facilities leases held by NetBank or any NetBank Subsidiary as lessee, and all Material Equipment Leases, are listed on Schedule 4.11(b) hereto. (c) The Seller Entities NetBank and each of its Subsidiaries currently maintains, and NetBank and each of its Subsidiaries will maintain through the Closing Date (subject to changes in the ordinary course their respective businesses), the property and casualty insurance ("P&C insurance, including bankers’ blanket bonds, with insurers ") policies described in Schedule 4.11(c). Neither NetBank nor any of recognized financial responsibility, in such amounts as the management of Seller reasonably has determined to be prudent in accordance with industry practice. None of the Seller Entities its Subsidiaries has received written notice from any P&C insurance carrier that (i) any policy of insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of P&C insurance will be substantially increased, or (iii) similar coverage will be denied or limited or not extended or renewed with respect to any Seller Entity, any act or occurrence, or that any Asset, officer, director, employee or agent of any Seller Entity will not be covered by such insurance or bond. There are presently no claims for amounts exceeding in any individual case $25,000 individually 100,000, or in the aggregate exceeding $1,000,000, pending under such policies of P&C insurance or bonds, and no written notices of claims in excess of such amounts have been given by NetBank or any Seller Entity of its Subsidiaries under such policies. Seller has made no claims, and no Schedule 4.11(c) lists all pending claims are contemplated to be made, by NetBank or any of its Subsidiaries under its directors’ and officers’ errors and omissions or other P&C insurance or bankers’ blanket bondpolicies as of the Closing Date. (d) The respective Assets of the Seller Entities NetBank and of each of its Subsidiaries include all material Assets required by Seller Entities to operate the its respective business of the Seller Entities as presently conducted. All real and personal property which is material to the business of Seller or the Seller Entities that is leased or licensed by it is held pursuant to leases or licenses which are valid and enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws neither NetBank nor any of general applicability relating its Subsidiaries has disposed of any Assets since December 31, 2000, other than in the ordinary course of business except for dispositions which if not done in the ordinary course are not likely to have, individually or affecting creditors’ rights or by general equity principles) and such leases and licenses will not terminate or lapse prior to in the Effective Time or thereafter by reason of completion of the Merger. All improved real property owned or leased by Seller or Seller Entities is in material compliance with all applicable lawsaggregate, including zoning laws and the Americans with Disabilities Act of 1990a Material Adverse Effect on NetBank.

Assets. (a) Except as disclosed in Section 3.10(a) 5.9 of the Seller Company Disclosure Memorandum or as disclosed or reserved against in the Seller Financial Statements delivered prior to the date of this AgreementMemorandum, the Seller Company Entities have good good, valid and marketable title, free and clear of all Liens, to (or in the case of leased Assets, valid leasehold interests in) all of their respective the Assets that they ownset forth in the Company Balance Sheet, included in the Company’s Financial Statements (other than those Assets disposed of by the Company in the Ordinary Course of Business since such time). In addition, all All tangible properties used in the businesses of the Seller Company Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course Ordinary Course of business consistent with Seller’s past practicesBusiness. (b) All Section 5.9(b) of the Company Disclosure Memorandum sets forth a complete list of all real property owned or leased by the Company Entities, including all improvements thereon (“Company Real Property”). The Company Real Property includes all real property presently used in the operation of the businesses of the Company Entities or necessary for the operation of the businesses of the Company Entities. The Company Entities have obtained all material licenses, permits, easements, and rights-of-way, including proof of dedication, required from all Regulatory Authorities having jurisdiction over the Company Real Property or from private parties to permit the present use of the Company Real Property and to ensure vehicular and pedestrian ingress and egress to the Company Real Property from public roads at all access points currently being used. To the best of Company’s Knowledge, the Company Entities are not in default under any easements or other recorded restrictive covenant affecting the Company Real Property. The Company has no Knowledge of, and has not received any written notice from, any party alleging that the Company Real Property or its current uses are in violation of any Law asserting jurisdiction over the Company Real Property, which violations, if any, have not heretofore been corrected in all material respects. (c) Except as set forth in Section 5.9(c) of the Company Disclosure Memorandum, all Assets which are material to SellerCompany’s businessbusiness on a consolidated basis, held under leases or subleases by any of the Seller Company Entities, are held under valid Contracts enforceable in accordance with their respective terms, (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and each such Contract is in full force and effect. (cd) The Seller Company Entities currently maintain insuranceinsurance similar in amounts, including bankers’ blanket bondsscope, with insurers of recognized financial responsibility, in such amounts as the management of Seller reasonably has determined and coverage to be prudent in accordance with industry practicethat maintained by other peer organizations. None of the Seller Company Entities has received written notice from any insurance carrier that (i) any policy of insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. Except as set forth in Section 5.9(d) of the Company Disclosure Memorandum, or (iii) similar coverage will be denied or limited or not extended or renewed with respect to any Seller Entity, any act or occurrence, or that any Asset, officer, director, employee or agent of any Seller Entity will not be covered by such insurance or bond. There there are presently no claims for amounts exceeding in any individual case $25,000 individually or in the aggregate pending under such policies of insurance insurance, or bondsotherwise, and no notices of claims in excess of such amounts have been given by any Seller Company Entity under such policies. Seller has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bond. (de) The Assets of the Seller Company Entities include all material Assets required by Seller Entities to operate the business of the Seller Company Entities as presently conducted. All real and personal property which is material to the business of Seller or the Seller Entities that is leased or licensed by it is held pursuant to leases or licenses which are valid and enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and such leases and licenses will not terminate or lapse prior to the Effective Time or thereafter by reason of completion of the Merger. All improved real property owned or leased by Seller or Seller Entities is in material compliance with all applicable laws, including zoning laws and the Americans with Disabilities Act of 1990.

Assets. (a) Except Longe and its Subsidiaries have defensible title to all of their Oil and Gas Properties. Subject to those Encumbrances set forth in the Longe Disclosure Letter, each Oil and Gas Property entitles Longe or its Subsidiaries, as disclosed the case may be, to receive not less than their undivided ownership interest set forth in Section 3.10(a) all production saved and sold from or attributable to such Oil and Gas Property and the portion of the Seller costs and expenses of operation and development of such Oil and Gas Property that is borne or to be borne by each of Longe or its Subsidiaries is not greater than its undivided ownership interest. The Leases and Concession Agreements comprising the Oil and Gas Properties are in full force and effect, and any proceeds from the sale of Longe’s and its Subsidiaries’ share of the production from its Oil and Gas Properties are currently being paid in full to Longe or its Subsidiaries by the purchasers thereof on a timely basis, and none of such proceeds are currently being held in suspense by such purchaser or any other party. (b) The Longe Disclosure Memorandum Letter sets forth all of the material equipment and personal property (other than Oil and Gas Properties), including but not limited to all of the drilling rigs and tubulars, owned by Longe and its Subsidiaries (or which have been or may be purchased on or before the Closing Date by Longe or its Subsidiaries) (collectively the “Assets”), and the approximate date of acquisition (or current delivery status), purchase price (either as disclosed agreed or reserved against in the Seller Financial Statements delivered prior to expected as of the date of this Agreement, the Seller Entities have good and marketable title, free and clear of all Liens, to all of their respective Assets that they own. In addition, all tangible properties used in the businesses of the Seller Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with Seller’s past practices. (b) All Assets which are material to Seller’s business, held under leases or subleases by any of the Seller Entities, are held under valid Contracts enforceable in accordance with their respective terms, (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and approximate location (or indication whether such item is in transit) of each such Contract is in full force and effectAsset. (c) The Seller Entities currently maintain insuranceExcept as set forth in the Longe Disclosure Letter, including bankers’ blanket bonds, with insurers of recognized financial responsibility, in such amounts as the management of Seller reasonably has determined Longe and its Subsidiaries have good and marketable title to be prudent in accordance with industry practice. None all of the Seller Entities has received notice from any insurance carrier Assets (other than Assets which are designated “Pending”, which will only have that (istatus when payment is completed) any policy of insurance will be canceled or that coverage thereunder will be reduced or eliminated, (ii) premium costs with respect to such policies of insurance will be substantially increased, or (iii) similar coverage will be denied or limited or not extended or renewed with respect to any Seller Entity, any act or occurrence, or that any Asset, officer, director, employee or agent free of any Seller Entity will not be covered by such insurance Encumbrances or bond. There are presently no other adverse claims for amounts exceeding $25,000 individually of any kind whatsoever created by, through or in the aggregate pending under such policies Longe, Xxxxxxxxxx or any of insurance or bondstheir respective Subsidiaries, and no notices of claims in excess of such amounts have been given by any Seller Entity under such policies. Seller has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bond. (d) The Assets all of the Seller Entities include all material Assets required by Seller Entities (other than Assets which are designated “Pending” which will only have that status when payment is completed) are adequate for the uses to operate which they are being put, are in good condition and repair (ordinary wear and tear excepted) and are adequate for TransAtlantic to conduct the business of Longe and its Subsidiaries after the Seller Entities as presently date of Closing without interruption, in the manner in which such business is currently being conducted. All real and personal property which is material to the business of Seller or the Seller Entities that is leased or licensed by it is held pursuant to leases or licenses which are valid and enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and such leases and licenses will not terminate or lapse prior to the Effective Time or thereafter by reason of completion of the Merger. All improved real property owned or leased by Seller or Seller Entities is in material compliance with all applicable laws, including zoning laws and the Americans with Disabilities Act of 1990.

Assets. (a) Except as disclosed The Transferred DPC Companies (and their Subsidiaries) and the DPC Affiliates (in Section 3.10(a) respect of the Seller Disclosure Memorandum or as disclosed or reserved against DPC Business), in the Seller Financial Statements delivered aggregate, own, lease, license or have the legal right to use, and the Transferred DPC Companies (and their Subsidiaries) will at or immediately prior to the date of this AgreementClosing own, lease, license or have the Seller Entities have good and marketable titlelegal right to use, all material tangible DPC Assets, free and clear of all LiensEncumbrances, other than Permitted Encumbrances; provided, that the foregoing shall not apply to all of their respective Assets that they own. In additionReal Property and Intellectual Property, all tangible properties used which are covered in the businesses of the Seller Entities are in good conditionSection 3.13 and Section 3.14, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with Seller’s past practicesrespectively. (b) All The DPC Assets which are material to Seller’s businessthat will be held, held under leases leased or subleases licensed by any the Transferred DPC Companies and their Subsidiaries as of the Seller EntitiesClosing, are held under valid Contracts enforceable in accordance together with all Assets the benefit of which is to be provided to Buyer or one of its Subsidiaries (including the Transferred DPC Companies and their respective termsSubsidiaries) pursuant to this Agreement, (except as enforceability may be limited by applicable bankruptcythe Local Asset Transfer Agreements, insolvency, reorganization, moratorium fraudulent transferthe Local Purchase Agreements or the Related Agreements, and similar laws of general applicability relating the corporate services provided by DuPont or its Subsidiaries to or affecting creditors’ rights or by general equity principlesthe DPC Business set forth in Section 3.15(b) and each such Contract is in full force and effect. (c) The Seller Entities currently maintain insurance, including bankers’ blanket bonds, with insurers of recognized financial responsibility, in such amounts as the management of Seller reasonably has determined to be prudent in accordance with industry practice. None of the Seller Entities has received notice from any insurance carrier that Seller's Disclosure Schedule, will constitute, as of Closing, all material Assets (other than (i) any policy of insurance will be canceled or that coverage thereunder will be reduced or eliminatedNon-Transferable Permits, (ii) premium costs with respect the services of Governmental Authorities or third party utility providers (and Assets of Governmental Authorities or third party utility providers related to the provision of such policies services) provided to the DPC Business of insurance will be substantially increaseda type generally provided by Governmental Authorities or third party utility providers to similarly situated Persons, or (iii) similar coverage will be denied or limited or not extended or renewed with respect to any Seller Entity, any act or occurrence, or that any Asset, officer, director, employee or agent of any Seller Entity will not be covered by such insurance or bond. There are presently no claims for amounts exceeding $25,000 individually or Excluded Shared Contracts and (iv) the Specified Real Property and the Leased Assets (as defined in the aggregate pending under such policies of insurance or bondsMexican Business Lease), which shall be transferred immediately following the Closing) which are required for Buyer and no notices of claims in excess of such amounts have been given by any Seller Entity under such policies. Seller has made no claims, its Subsidiaries (including the Transferred DPC Companies and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bond. (dtheir Subsidiaries) The Assets of the Seller Entities include all material Assets required by Seller Entities to operate the business of DPC Business substantially in the Seller Entities as presently conducted. All real and personal property manner in which it is material operated on the date hereof; provided, that the foregoing is subject to the business limitation that certain transfers, assignments, licenses, sublicenses, leases and subleases (as the case may be) of Seller Actions, Assets, Contracts, Permits, Delayed Companies, Environmental Permits, Joint Venture Interests, and any claim or right or benefit arising thereunder or resulting therefrom, may require the Seller Entities that is leased or licensed by it is held pursuant consent to leases or licenses which are valid and enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, assign, license, sublicense, lease or sublease (as the case may be) of a third party which has not been obtained, and similar laws that such matters are addressed in the Local Asset Transfer Agreements, the Local Purchase Agreements, the Related Agreements and Sections 5.16, 5.18 and 5.19 of general applicability relating to or affecting creditors’ rights or by general equity principles) and such leases and licenses will not terminate or lapse prior to the Effective Time or thereafter by reason of completion of the Merger. All improved real property owned or leased by Seller or Seller Entities is in material compliance with all applicable laws, including zoning laws and the Americans with Disabilities Act of 1990this Agreement.

Assets. (a) Except as disclosed To Seller's Knowledge, the Title Commitments contain legal descriptions of all lands owned in Section 3.10(a) fee simple or leased by the Company and on which the material operations of the Refinery (but not any pipelines or terminals serving it) are located subject in each case to Permitted Liens. (b) Subject to the receipt of any Third Person Consent or Authorization for the transfer and assignment from Seller Disclosure Memorandum to the Company or the Acquired Subsidiary, as disclosed applicable, the Company and the Acquired Subsidiary own, lease or reserved against have the legal right to use their respective material Assets (or in the Seller Financial Statements delivered prior to case of the date Company's or Acquired Subsidiary's contract rights, receive the benefits of this Agreement, their respective Assets) free and clear of all Liens except Permitted Liens. (c) The Company and the Seller Entities Acquired Subsidiary have good and marketable titletitle to, or valid leasehold interests in, or license to, all of their tangible personal property, free and clear of all Liens, to all of their respective Assets that they own. In additionother than Permitted Liens, all tangible except for such nonmaterial properties as are no longer used or useful in the businesses conduct of the Seller Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with Seller’s past practices. (b) All Assets which are material to Seller’s business, held under leases or subleases by any of the Seller Entities, are held under valid Contracts enforceable in accordance with their respective terms, (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and each such Contract is in full force and effect. (c) The Seller Entities currently maintain insurance, including bankers’ blanket bonds, with insurers of recognized financial responsibility, in such amounts as the management of Seller reasonably has determined to be prudent in accordance with industry practice. None of the Seller Entities has received notice from any insurance carrier that (i) any policy of insurance will be canceled or that coverage thereunder will be reduced or eliminated, (ii) premium costs with respect to such policies of insurance will be substantially increased, or (iii) similar coverage will be denied or limited or not extended or renewed with respect to any Seller Entity, any act or occurrence, or that any Asset, officer, director, employee or agent of any Seller Entity will not be covered by such insurance or bond. There are presently no claims for amounts exceeding $25,000 individually or in the aggregate pending under such policies of insurance or bonds, and no notices of claims in excess of such amounts have been given by any Seller Entity under such policies. Seller has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bondBusiness. (d) The Assets Section 4.7(d) of the Seller Entities include Disclosure Schedules lists all material Assets required by Seller Entities to operate fixed assets used in or reasonably necessary for the business operation of the Seller Entities Refinery as presently conducted. All real and personal property which is material conducted prior to the business Refinery Shutdown Activities other than the Excluded Assets. (e) Section 4.7(e) of the Disclosure Schedules sets forth a complete and correct list of all Real Property Interests owned in fee simple by the Company (the "Owned Real Property"). There are no outstanding options or rights of first refusal to purchase or lease the Owned Real Property or any portion thereof or interest therein. There are no pending or, to the Knowledge of Seller, threatened condemnation proceedings (for which Seller or the Company has received service of process or otherwise notice) before any Governmental Authority with respect to any Owned Real Property. The Acquired Subsidiary does not own any Real Property Interests in fee simple. (f) Section 4.7(f) of the Disclosure Schedules sets forth a list of all Real Property Interests leased to the Company (the "Leased Real Property"), including the name and address of each landlord for each such lease. Seller Entities that has delivered to Buyer complete and correct copies of each such lease. The Company is leased not a sublessor or licensed by it is held pursuant grantor under any sublease or other instrument granting to leases another Person any right to the possession, lease, occupancy or licenses which are valid and enforceable in accordance with their respective terms (enjoyment of the Leased Real Property except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principlesset forth in Section 4.7(f) and such leases and licenses will not terminate or lapse prior to the Effective Time or thereafter by reason of completion of the MergerDisclosure Schedules. All improved The Acquired Subsidiary does not own any leasehold interest in any Real Property Interests, except as a sublessee for certain Retail Assets. (g) To the Knowledge of Seller, there are no pending special assessments or reassessments (for which Seller or the Company has received service of process or otherwise notice) of any parcel included in the Real Property Interests that would reasonably be expected to result in a material increase in the real property owned taxes or leased other similar charges payable by Seller the Company with respect to any parcel of Owned Real Property or Seller Entities is a material increase in material compliance with all applicable lawsthe rent, including zoning laws additional rent or other sums and charges payable by the Americans with Disabilities Act of 1990Company under the leases for the Leased Real Property.

Assets. (a) Except as disclosed in Section 3.10(a) of set forth on the Seller Disclosure Memorandum or as disclosed or reserved against in the Seller Financial Statements delivered prior to the date of this Agreementattached ASSETS SCHEDULE, the Seller Entities Companies have good and marketable titletitle to, or a valid leasehold interest in, all properties and assets used by the Companies, located on their premises or shown on the Latest Balance Sheet or acquired after the date thereof, free and clear of all Liens (other than properties and assets disposed of in the ordinary course of business since the date of the Latest Balance Sheet or except for Liens disclosed on the Latest Balance Sheet (including any notes thereto) or Permitted Liens). Except as set forth on the attached ASSETS SCHEDULE, the Companies own, have a valid leasehold interest in or have the valid and enforceable right to use all assets, tangible or intangible, used in the conduct of their business as presently conducted and as presently proposed to be conducted. Except as set forth on the attached ASSETS SCHEDULE, no Affiliate of any Seller (including, but not limited to, Mississippi Valley Utilities, Inc. and Xxxxxxx Tele, Inc.) owns any assets or property used in the Companies' business, except for the Leased Realty owned by Xxxxxx & Xxxxxx Partnership, a Minnesota general partnership controlled by the Sellers. Except as set forth on the attached ASSETS SCHEDULE, all of the Companies' buildings (including all components of such buildings, structures and other improvements), equipment, machinery, fixtures, improvements and other tangible assets (whether owned or leased) are in good condition and repair (ordinary wear and tear excepted) and are fit for use in the ordinary course of the Companies' business as presently conducted and as presently proposed to be conducted. The attached ASSETS SCHEDULE sets forth and describes in reasonable detail the actual out-of-pocket capital expenditures made by the Companies during the twelve-months ended December 31, 1998 and the nine-months ended September 30, 1999. (b) The LEASED REAL PROPERTY SCHEDULE attached hereto contains a complete list of all real property leased or subleased by the Companies (individually "LEASED REAL PROPERTY" and collectively, the "LEASED REALTY"). None of the Companies owns any real property or possesses any right to acquire any real property. The Companies have previously delivered to Buyer's special counsel complete and accurate copies of each of the leases for the Leased Realty (the "REALTY LEASES"). With respect to each Realty Lease: (i) the Realty Lease is legal, valid, binding, enforceable and in full force and effect and will continue to be legal, valid, binding, enforceable and in full force and effect after the Closing; (ii) neither the Companies nor, to the knowledge of the Sellers and the Companies, any other party to the Realty Lease is in breach or default, and, to the knowledge of the Sellers and the Companies, no event has occurred which, with notice or lapse of time or both, could constitute such a breach or default or permit termination, modification or acceleration under the Realty Lease; (iii) no party to the Realty Lease has repudiated any provision thereof; (iv) there are no disputes, oral agreements or forbearance programs in effect as to the Realty Lease; (v) the Realty Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to Buyer; and (vi) the Companies have not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Realty Lease. (c) Xxxxxx and Xxxxxx Partnership has fee simple title to the real property leased to the Companies pursuant to the Real Estate Lease, free and clear of all Liens, to all of their respective Assets that they own. In addition, all tangible except Permitted Liens and do not lease or sublease the properties used in the businesses of the Seller Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with Seller’s past practices. (b) All Assets which are material to Seller’s business, held under leases or subleases by any of the Seller Entities, are held under valid Contracts enforceable in accordance with their respective terms, (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and each such Contract is in full force and effect. (c) The Seller Entities currently maintain insurance, including bankers’ blanket bonds, with insurers of recognized financial responsibility, in such amounts as the management of Seller reasonably has determined to be prudent in accordance with industry practice. None of the Seller Entities has received notice from any insurance carrier that (i) any policy of insurance will be canceled or that coverage thereunder will be reduced or eliminated, (ii) premium costs with respect to such policies of insurance will be substantially increased, or (iii) similar coverage will be denied or limited or not extended or renewed with respect to any Seller Entity, Person other than the Companies and do not allow any act or occurrence, or that any Asset, officer, director, employee or agent of any Seller Entity will not be covered by Person other than the Companies to use such insurance or bond. There are presently no claims for amounts exceeding $25,000 individually or in the aggregate pending under such policies of insurance or bonds, and no notices of claims in excess of such amounts have been given by any Seller Entity under such policies. Seller has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bondproperties. (d) The Assets of the Seller Entities include all material Assets required by Seller Entities to operate the business of the Seller Entities as presently conducted. All real and personal property which is material to the business of Seller or the Seller Entities that is leased or licensed by it is held pursuant to leases or licenses which are valid and enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and such leases and licenses will not terminate or lapse prior to the Effective Time or thereafter by reason of completion of the Merger. All improved real property owned or leased by Seller or Seller Entities is in material compliance with all applicable laws, including zoning laws and the Americans with Disabilities Act of 1990.

Assets. (a) Except as disclosed in Section 3.10(a) of set forth on the Seller Disclosure Memorandum or as disclosed or reserved against in the Seller Financial Statements delivered prior to the date of this AgreementAssets Schedule, the Seller Entities Sellers have good and marketable titletitle to, or a valid leasehold interest in or right to use, the Acquired Assets, free and clear of all LiensLiens and restrictions on transfer, to all except for Permitted Encumbrances and except for assets disposed of their respective Assets that they own. In addition, all tangible properties used in the businesses of the Seller Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent since the Balance Sheet Date. Except for the Acquired Parts and Equipment and the Warehoused ATM Kiosks and Vcom Kiosks, and except for normal wear and tear, and except as described on the Assets Schedule, all of the equipment and other tangible assets included in the Acquired Assets are in good operating condition and are fit for use in the ordinary course of business, except where the failure to be in such condition or to be so fit would not be reasonably likely to result in a Seller Material Adverse Effect, and have been maintained by the Sellers in accordance with Seller’s past practicesthe applicable maintenance agreement relating to such ATM Kiosks and Vcom Kiosks, which maintenance agreement shall be an Acquired Asset. ALL WAREHOUSED ATM KIOSKS AND VCOM KIOSKS AND ALL ACQUIRED PARTS AND EQUIPMENT ARE BEING SOLD AND TRANSFERRED ON AN “AS IS, WHERE IS” BASIS, WITH ALL FAULTS AND DEFECTS, AND THE SELLERS MAKE NO REPRESENTATION OR WARRANTY, EITHER EXPRESSED OR IMPLIED, OF ANY KIND AS TO THE CONDITION OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY WAREHOUSED ATM KIOSKS AND VCOM KIOSKS OR ANY ACQUIRED PARTS AND EQUIPMENT. (b) All The Asset Schedule contains an accurate and complete list of each ATM Kiosk and each Vcom Kiosk included in the Acquired Assets which are material to Seller’s business, held under leases or subleases by any as of the Seller Entitiesdate hereof and, are held under valid Contracts enforceable in accordance with their respective termsas applicable, (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfereach date such Schedule is updated, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) accurately identifies for each ATM Kiosk and each Vcom Kiosk at least the following information: (i) terminal identification number; (ii) whether the device is an ATM or a Vcom; (iii) whether active or in a warehouse; (iv) whether owned or leased; (v) the store number (or other identifier as in the case of the Southwest Convenience Stores locations), and address of each store or warehouse location; (vi) equipment make, model, serial number; (vii) telecommunications information; (viii) the current surcharge fee for the ATM; (ix) whether or not each ATM Kiosk and each Vcom Kiosk is compliant with the current Triple Data Encryption Standard; and (x) for all Vcom Kiosks, a schedule of the current fees charged for the various Vcom products and services. The Sellers will update the Asset Schedule two Business Days prior to Closing, and the representation and warranty in the first sentence of this Section 5.7(b) shall apply to each updated version of such Contract is in full force and effectschedule. (c) The Seller Entities currently maintain insurance, including bankers’ blanket bonds, with insurers Lease Schedule contains an accurate and complete list of recognized financial responsibility, in such amounts each leased ATM Kiosk and each Vcom Kiosk as the management of Seller reasonably has determined to be prudent in accordance with industry practice. None of the Seller Entities has received notice from any insurance carrier that date hereof and, as applicable, each date such Schedule is updated, and accurately identifies for each leased ATM Kiosk and each Vcom Kiosk at least the following information: (i) any policy of insurance will be canceled or that coverage thereunder will be reduced or eliminated, terminal identification number; (ii) premium costs with respect to such policies of insurance will be substantially increased, whether the device is an ATM or a Vcom; (iii) similar coverage will be denied or limited or not extended or renewed with respect to any Seller Entity, any act or occurrence, or that any Asset, officer, director, employee or agent of any Seller Entity will not be covered by such insurance or bond. There are presently no claims for amounts exceeding $25,000 individually whether active or in a warehouse; (iv) the aggregate pending under such policies store number (or other identifier as in the case of insurance Southwest Convenience Stores locations) and address of each warehouse or bondsstore location; (v) equipment make, model and no notices serial number; (vi) end date of claims the lease; (vii) name of lessor; and (viii) monthly lease payment. The Sellers will update the Lease Schedule two Business Days prior to Closing and the representation and warranty in excess the first sentence of this Section 5.7(c) shall apply to each updated version of such amounts have been given by any Seller Entity under such policies. Seller has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bondschedule. (d) The Assets of the Seller Entities include all material Assets required by Seller Entities to operate the business of the Seller Entities as presently conducted. All real and personal property which is material to the business of Seller or the Seller Entities that is leased or licensed by it is held pursuant to leases or licenses which are valid and enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and such leases and licenses will not terminate or lapse prior to the Effective Time or thereafter by reason of completion of the Merger. All improved real property owned or leased by Seller or Seller Entities is in material compliance with all applicable laws, including zoning laws and the Americans with Disabilities Act of 1990.

Assets. (a) Except as disclosed in Section 3.10(a) The Asset Sellers have good, valid and marketable title in, or valid leasehold interests with respect to (or other valid rights to use), all of the Acquired Assets owned or purported to be owned by the Asset Sellers, and the Acquired Assets owned or purported to be owned by the Asset Sellers are held free and clear of all Liens other than Permitted Liens and Permitted Real Property Exceptions. The Asset Sellers are entitled to sell all of the Acquired Assets on the terms set forth in this Agreement and the Transaction Documents and no Asset Seller Disclosure Memorandum is party to, and the Acquired Assets are not subject to, any option or Contract (other than this Agreement or the Transaction Documents) that require or grant the right to sell, transfer or otherwise dispose of the Acquired Assets. (b) The Acquired Company has good, valid and marketable title in, or valid leasehold interests with respect to (or other valid rights to use), all of the assets owned or purported to be owned by the Acquired Company, and the assets owned or purported to be owned by the Acquired Company are held free and clear of all Liens other than Permitted Liens and Permitted Real Property Exceptions. (c) On the Closing Date (assuming receipt of all consents, approvals and authorizations contemplated by Section 3.5), except as disclosed or reserved against set forth on Schedule 3.13 and except for the properties and assets to be made available to Buyer and its Affiliates under the IP License Agreement, Trademark License Agreement and the Transition Services Agreement, the assets of the Acquired Company and the Acquired Assets will constitute all of the properties and assets necessary to conduct the Acquired Business immediately following the Closing in all material respects as it has been conducted during the Seller Financial Statements delivered twelve (12) months prior to the date of this Agreement; provided, however, that nothing in this Section 3.13 shall be deemed to constitute a representation or warranty as to the Seller Entities have good and marketable title, free and clear of all Liens, to all of their respective Assets that they own. In addition, all tangible properties used in the businesses adequacy of the Seller Entities are in good condition, reasonable wear amounts of Cash and tear excepted, and are usable in Cash Equivalents or Working Capital (or the ordinary course of business consistent with Seller’s past practices. (b) All Assets which are material to Seller’s business, held under leases or subleases by any availability of the Seller Entities, are held under valid Contracts enforceable in accordance with their respective terms, (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and each such Contract is in full force and effect. (c) The Seller Entities currently maintain insurance, including bankers’ blanket bonds, with insurers of recognized financial responsibility, in such amounts as the management of Seller reasonably has determined to be prudent in accordance with industry practice. None of the Seller Entities has received notice from any insurance carrier that (i) any policy of insurance will be canceled or that coverage thereunder will be reduced or eliminated, (ii) premium costs with respect to such policies of insurance will be substantially increased, or (iii) similar coverage will be denied or limited or not extended or renewed with respect to any Seller Entity, any act or occurrence, or that any Asset, officer, director, employee or agent of any Seller Entity will not be covered by such insurance or bond. There are presently no claims for amounts exceeding $25,000 individually or in the aggregate pending under such policies of insurance or bonds, and no notices of claims in excess of such amounts have been given by any Seller Entity under such policies. Seller has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bond. (d) The Assets of the Seller Entities include all material Assets required by Seller Entities to operate the business of the Seller Entities as presently conductedsame). All real equipment and personal other items of tangible property which is material to the business of Seller or the Seller Entities that is leased or licensed by it is held pursuant to leases or licenses which are valid and enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and such leases and licenses will not terminate or lapse prior to the Effective Time or thereafter by reason of completion of the Merger. All improved real property owned or leased by Seller or Seller Entities is in material compliance with all applicable laws, including zoning laws and the Americans with Disabilities Act of 1990.forming part

Assets. (a) Except as disclosed in Section 3.10(a) of the Seller Disclosure Memorandum or as disclosed or reserved against in the Seller Vaxcel Financial Statements delivered prior to the date of this Agreement, the Seller Entities Vaxcel Companies have good and marketable title, free and clear of all Liens, to all of their respective Assets that they ownAssets, except for any such Liens or other defects of title which are not reasonably likely to have a Material Adverse Effect on Vaxcel. In addition, all All tangible properties used in the businesses of the Seller Entities Vaxcel Companies are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with Seller’s Vaxcel's past practicespractices of the Vaxcel Companies. (b) The Vaxcel Companies have no Inventory. (c) The accounts receivable of the Vaxcel Companies as set forth on the most recent balance sheet included in the Vaxcel Financial Statements delivered to the date of this Agreement or arising since the date thereof are valid and genuine; have arisen solely out of bona fide sales and deliveries of goods, performance of services and other business transactions in the ordinary course of business consistent with past practice; are not subject to valid defenses, set-offs or counterclaims; and are collectible within 90 days after billing at the full recorded amount thereof less, in the case of accounts receivable appearing on the most recent balance sheet included in the Vaxcel Financial Statements delivered prior to the date of this Agreement, the recorded allowance for collection losses on such balance sheet. The allowance for collection losses on such balance sheet has been determined in accordance with GAAP. (d) All Assets which are material to Seller’s businessVaxcel's business on a consolidated basis, held under leases or subleases by any of the Seller EntitiesVaxcel Companies, are held under valid Contracts enforceable in accordance with their respective terms, (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and each such Contract is in full force and effect. (c) The Seller Entities currently maintain insurance, including bankers’ blanket bonds, with insurers of recognized financial responsibility, in such amounts as the management of Seller reasonably has determined to be prudent in accordance with industry practice. None of the Seller Entities has received notice from any insurance carrier that (i) any policy of insurance will be canceled or that coverage thereunder will be reduced or eliminated, (ii) premium costs with respect to such policies of insurance will be substantially increased, or (iii) similar coverage will be denied or limited or not extended or renewed with respect to any Seller Entity, any act or occurrence, or that any Asset, officer, director, employee or agent of any Seller Entity will not be covered by such insurance or bond. There are presently no claims for amounts exceeding $25,000 individually or in the aggregate pending under such policies of insurance or bonds, and no notices of claims in excess of such amounts have been given by any Seller Entity under such policies. Seller has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bond. (d) The Assets of the Seller Entities include all material Assets required by Seller Entities to operate the business of the Seller Entities as presently conducted. All real and personal property which is material to the business of Seller or the Seller Entities that is leased or licensed by it is held pursuant to leases or licenses which are valid and enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transferor other Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought), and each such Contract is in full force and effect. (e) The Vaxcel Companies currently maintain insurance similar laws of general applicability relating in amounts, scope and coverage to or affecting creditors’ rights or that maintained by general equity principles) and such leases and licenses will not terminate or lapse prior to the Effective Time or thereafter by reason of completion other peer companies. None of the MergerVaxcel Companies has received notice from any insurance carrier that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. All improved real property owned or leased There are presently no claims for amounts exceeding in any individual case $5,000 pending under such policies of insurance and no notices of claims in excess of such amount have been given by Seller or Seller Entities is in material compliance with any Vaxcel Company under such policies. (f) The Assets of the Vaxcel Companies include all applicable laws, including zoning laws and Assets required to operate the Americans with Disabilities Act business of 1990the Vaxcel Companies as presently conducted.

Assets. Except as set forth in Section 4.11 of the Harleysville Mutual Disclosure Schedule and except for Assets disposed of since December 31, 2010 in the Ordinary Course of Business consistent with past practice: (a) Except as disclosed in Section 3.10(a) Harleysville Mutual and each of the Seller Disclosure Memorandum or as Harleysville Mutual Subsidiaries own all Assets that are disclosed or reserved against otherwise reflected in the Seller Financial their December 31, 2010 Annual Statements delivered prior to the date of this Agreementand all Assets acquired thereafter, the Seller Entities have good and marketable titleall such Assets are owned by such Persons, free and clear of all Liens other than Permitted Liens; and (b) (i) Harleysville Mutual and each Harleysville Mutual Subsidiary own good and indefeasible, to all of their respective Assets that they own. In additionmarketable fee simple title to, or have a valid leasehold interest in, all tangible properties real property used in the businesses conduct of the Seller Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course their Business or of business consistent with Seller’s past practices. (b) All Assets a type which are material to Seller’s business, held under leases or subleases by any of the Seller Entities, are held under valid Contracts enforceable in accordance with their respective terms, (except as enforceability may would be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and each such Contract is in full force and effect. (c) The Seller Entities currently maintain insurance, including bankers’ blanket bonds, with insurers of recognized financial responsibility, in such amounts as the management of Seller reasonably has determined required to be prudent specifically disclosed by Harleysville Mutual or any Harleysville Mutual Subsidiary in accordance with industry practice. None Schedule A of the Seller Entities has received notice from any insurance carrier that (i) any policy its Annual Statement, free and clear of insurance will be canceled or that coverage thereunder will be reduced or eliminated, all Liens other than Permitted Liens; and (ii) premium costs with respect to such policies of insurance will be substantially increasedin the aggregate, or all real property, other than unimproved land, is, in all material respects, suitable for its current uses; (iii) similar coverage will be denied Harleysville Mutual and each Harleysville Mutual Subsidiary own, or limited have a valid leasehold interest in or not extended a valid right under Contract to use, all personal property that is presently used in and is material to the conduct of their Business, free and clear of all Liens other than Permitted Liens; and (iv) Harleysville Mutual and each Harleysville Mutual Subsidiary own, free and clear of all Liens other than Permitted Liens, or renewed are licensed or otherwise possess legally enforceable rights to use, all Intellectual Property that is material to the conduct of their Business; and neither Harleysville Mutual nor any Harleysville Mutual Subsidiary is in conflict with or violation or infringement of, nor has Harleysville Mutual or any Harleysville Mutual Subsidiary received any written notice of any such conflict with or violation or infringement of, any asserted rights of any other Person with respect to any Seller Entity, any act or occurrence, or that any Asset, officer, director, employee or agent of any Seller Entity will not be covered by such insurance or bond. There are presently no claims for amounts exceeding $25,000 individually or in the aggregate pending under such policies of insurance or bonds, and no notices of claims in excess of such amounts have been given by any Seller Entity under such policies. Seller has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bondIntellectual Property. (d) The Assets of the Seller Entities include all material Assets required by Seller Entities to operate the business of the Seller Entities as presently conducted. All real and personal property which is material to the business of Seller or the Seller Entities that is leased or licensed by it is held pursuant to leases or licenses which are valid and enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and such leases and licenses will not terminate or lapse prior to the Effective Time or thereafter by reason of completion of the Merger. All improved real property owned or leased by Seller or Seller Entities is in material compliance with all applicable laws, including zoning laws and the Americans with Disabilities Act of 1990.

Assets. (a) Except as disclosed in Section 3.10(a) of the The Asset Seller Disclosure Memorandum or as disclosed or reserved against in the Seller Financial Statements delivered prior to the date of this Agreement, the Seller Entities have owns and has good and marketable titletitle to, or has a valid leasehold interest in, all of the tangible assets included within the Transferred Assets, free and clear of all Liens, to all of their respective Assets that they own. In addition, all tangible properties used in the businesses of the Seller Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with Seller’s past practicesexcept for Permitted Liens. (b) All Assets which are material to Seller’s business, held under leases or subleases by any The Assigned Leased Real Property constitutes all of the material real property interests owned or leased by the Asset Seller Entitiesor the Company and used to conduct the Business (other than (y) real property on which corporate-wide activities of the Company and its Affiliates are conducted and (z) real property that constitutes Excluded Assets), and there are held under valid Contracts enforceable in accordance with their respective termsno other leases, licenses or other agreements, written or oral, of the Asset Seller affecting the use or occupancy of the real property listed on such Schedules, except Permitted Liens. Neither the Asset Seller nor the Company has received any written notice of any material (1) violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Assigned Leased Real Property which remain outstanding or unresolved, (except 2) existing, pending or threatened condemnation proceedings affecting the Assigned Leased Real Property, or (3) existing, pending or threatened zoning, building code or other moratorium proceedings, which could reasonably be expected to materially and adversely affect the ability to operate the Assigned Leased Real Property as enforceability may be limited currently operated. Neither the whole nor any material portion of any Assigned Leased Real Property has been damaged or destroyed by fire or other casualty during the term of such lease, which damage or destruction has not been repaired or restored. With respect to the Assigned Lease: (i) The Asset Seller has possession and quiet enjoyment of the Assigned Leased Real Property; (ii) To the Knowledge of the Company, the Asset Seller is not in material breach or default under the Assigned Lease beyond any applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfernotice and cure period, and similar laws the Asset Seller has paid all rent due and payable under the Assigned Lease (subject to any Tax, insurance, or operating expense reconciliations provided in the Assigned Lease); (iii) The Asset Seller has not received or given any written notice of general applicability relating any default under the Assigned Lease and, to or affecting creditors’ rights or by general equity principles) and each such Contract the Company’s Knowledge, no other party is in full force default thereof beyond any applicable notice and effectcure period, and no party to the Assigned Lease has exercised any termination rights with respect thereto; (iv) The Asset Seller has not subleased the Assigned Leased Real Property or any portion thereof or assigned the Assigned Lease; and (v) Neither the Asset Seller nor the Company has pledged, mortgaged or otherwise granted a Lien on its leasehold interest in the Assigned Leased Real Property. (c) The Seller Entities currently maintain insurance, including bankers’ blanket bonds, with insurers Assuming all required Consents of recognized financial responsibility, in such amounts third parties as the management of Seller reasonably has determined to be prudent in accordance with industry practice. None of the Seller Entities has received notice from any insurance carrier that contemplated by Section 3.5 have been obtained and alternate arrangements contemplated by Section 3.5(b) are performed and except for (i) any policy of insurance will be canceled or that coverage thereunder will be reduced or eliminatedthe Excluded Assets, (ii) premium costs assets used in connection with respect to such policies of insurance will be substantially increasedproviding services under the Transition Services Agreement, or (iii) similar coverage will be denied Carve-Out Accounts cancelled, repaid or limited or not extended or renewed otherwise eliminated in accordance with respect to any Seller Entity, any act or occurrence, or that any Asset, officer, director, employee or agent of any Seller Entity will not be covered by such insurance or bond. There are presently no claims for amounts exceeding $25,000 individually or in the aggregate pending under such policies of insurance or bondsSection 7.5, and no notices (iv) Group Policies, the Transferred Assets constitute all of claims in excess of such amounts have been given by any Seller Entity under such policies. Seller has made no claimsthe material assets, rights, and no claims are contemplated properties necessary for the conduct of the Business immediately following the Closing in substantially the same manner as the Business was conducted immediately prior to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bondthe Closing. (d) The To the Company’s Knowledge, the buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property included in the Transferred Assets are structurally sound, are in good operating condition and repair, and are adequate, in all material respects, for the uses to which they are being put and, to the Company’s Knowledge, none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. (e) Section 4.5(e) of the Seller Entities include Company Disclosure Letter sets forth a list of all material Assets required by Seller Entities to operate the business Company Products. (f) Section 4.5(f) of the Seller Entities as presently conductedCompany Disclosure Letter sets forth a list of all Developing Products. (g) Section 4.5(g) of the Company Disclosure Letter identifies, for each Company Product, whether the Company or any of its Subsidiaries provides support or maintenance for the Company Product and, for each Developing Product, whether the Company or any of its Subsidiaries intends to provide support or maintenance for the Developing Product. (h) To the knowledge of the Company, there are no material defects in any Company Product and there are no material errors in any published technical documentation, specifications, manuals, user guides, promotional material, benchmark test results and other written materials related to, associated with or used or produced in the development of any Company Product. All real and personal property which is material to the business of Seller or the Seller Entities that is leased or licensed by it is held pursuant to leases or licenses which There are valid and enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transferno, and similar laws of general applicability relating have not been any, performance or functionality problems or issues with respect to any Company Product that adversely affects, or affecting creditors’ rights may reasonably be expected to adversely affect, the value, functionality or by general equity principles) and such leases and licenses will not terminate or lapse prior to fitness for the Effective Time or thereafter by reason of completion intended purposes of the Merger. All improved real property owned or leased by Seller or Seller Entities is in material compliance with all applicable lawsCompany Product, including zoning laws and that may result in the Americans with Disabilities Act breach of 1990any warranties or other contractual commitments relating thereto.

Assets. (a) Except The assets and properties of Parent and its Subsidiaries, considered as disclosed in Section 3.10(a) a whole, constitute all of the Seller Disclosure Memorandum material assets and properties which are reasonably required for the operation of the Parent Business as presently conducted and as conducted by Parent's predecessors, including, at the Effective Time, the business formerly conducted by Amortibanc Management, L.C. of providing management services with respect to the Parent Real Property. Parent and its Subsidiaries have good title to or as disclosed or reserved against a valid leasehold estate in the Seller Financial Statements delivered prior to (i) all personal properties and assets reflected on the date of this Agreement, the Seller Entities have good and marketable title, free and clear of all Liens, to all of their respective Assets that they own. In addition, all tangible Parent Most Recent Balance Sheet (except for properties used in the businesses of the Seller Entities are in good condition, reasonable wear and tear excepted, and are usable or assets subsequently sold in the ordinary course of business consistent with Seller’s past practicespractice), except as could not, individually or in the aggregate, reasonably to be expected to have a Parent Material Adverse Effect. (b) All Assets which are material to Seller’s business, held under leases SCHEDULE 5.23 sets forth (i) a complete and accurate list of each improved and unimproved real property owned or subleases leased by any of the Seller Entities, are held under valid Contracts enforceable in accordance with their respective terms, (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transferParent or its Subsidiaries, and similar laws the current use of general applicability relating such Parent Real Property and indicating whether the Parent Real Property is owned or leased; (ii) a complete and accurate list of all leases pursuant to which any of Parent and its Subsidiaries leases personal property and which require an annual expenditure by any of Parent and its Subsidiaries individually in excess of $50,000 or affecting creditors’ rights which are not cancelable (without material penalty, cost or by general equity principlesother liability) within 90 days; and (iii) with respect to each lease for real property, the term (including renewal options) and each such Contract is in full force and effectcurrent fixed rent. (c) The Seller Entities currently maintain insuranceExcept as set forth in SCHEDULE 5.23, including bankers’ blanket bondsthere are no pending or, with insurers to the knowledge of recognized financial responsibilityParent, in such amounts as the management of Seller reasonably has determined threatened condemnation or similar proceedings relating to be prudent in accordance with industry practice. None any of the Seller Entities has received notice from any insurance carrier that (i) any policy of insurance will be canceled or that coverage thereunder will be reduced or eliminatedParent Properties, (ii) premium costs with respect to except for such policies of insurance will be substantially increasedproceedings which could not, or (iii) similar coverage will be denied or limited or not extended or renewed with respect to any Seller Entity, any act or occurrence, or that any Asset, officer, director, employee or agent of any Seller Entity will not be covered by such insurance or bond. There are presently no claims for amounts exceeding $25,000 individually or in the aggregate pending under such policies of insurance or bondsaggregate, and no notices of claims in excess of such amounts reasonably be expected to have been given by any Seller Entity under such policies. Seller has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bonda Parent Material Adverse Effect. (d) The Assets Parent Real Property constitutes all the real properties occupied by any of Parent and its Subsidiaries. Complete and correct copies of all leases concerning Parent Real Property have been made available to quepasa. (e) Parent has previously delivered to quepasa lists of the Seller Entities include all material Assets required by Seller Entities to operate the business of the Seller Entities as presently conducted. All most recently issued real and personal (including vehicles) property tax assessments and tax bills, if any, for the 2000, 1999 and 1998 tax years. (f) To the knowledge of Parent, the Parent Real Property is currently zoned in the zoning category which is material permits operation of said properties as now used, operated and maintained for the operation of Parent. The consummation of the transactions contemplated herein will not result in a violation of any applicable zoning ordinance or the termination of any applicable zoning variance now existing. (g) Each of Parent and its Subsidiaries holds good, valid and marketable fee simple title to its owned property. (h) Each of Parent and its Subsidiaries holds a valid leasehold estate for each leased property, and enjoys peaceful and undisturbed possession thereunder. (i) With respect to the business Parent Real Property, each of Seller or the Seller Entities that is leased or licensed by it is held pursuant to leases or licenses which are Parent and its Subsidiaries holds good, valid and enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcymarketable fee simple title to all adjudicated and unadjudicated water and water rights, insolvency, reorganization, moratorium fraudulent transferwhether absolute or conditional, and similar laws of general applicability relating all underground water and water rights, and the priorities therefore, whether or not appurtenant to or affecting creditors’ underlying the parent Real Property, and whether tributary, nontributary, or not nontributary, including, without limitation, the right title and interest in and to all ditches and ditch rights, reservoirs and reservoir rights, xxxxx, well rights and drill holes, whether or by general equity principles) not permitted or completed, well permits and such leases applications, exchanges and licenses will not terminate exchange rights, contractual or lapse prior otherwise, plans for augmentation, and the right to use all water attributable thereto, including the Effective Time or thereafter by reason of completion right to use, reuse, and discharge of the Merger. All improved real property owned or leased by Seller or Seller Entities is in material compliance effluent and return flows from all such waters and water rights, together with all applicable lawspersonalty and fixtures associated therewith, including zoning laws without limitation, all improvements, pumps and equipment, meters, pipelines, conduits, collection or storage ponds, tanks or other facilities, and together with all xxxxx sites and related easements and rights of way, and the Americans right to consent or withhold consent to be served with Disabilities Act of 1990water from underground sources underlying the Parent Real Property.

Assets. (a) Except as disclosed The Acquired Companies have good title to, or, in Section 3.10(a) the case of property held under a lease or other Contractual Obligation, a valid leasehold interest in, or adequate rights to use, all of the Seller Disclosure Memorandum material properties, rights and assets (whether real or as disclosed personal, tangible or reserved against intangible) used or held in connection with the Seller Financial Statements delivered prior to the date conduct of this Agreement, the Seller Entities have good and marketable title, free and clear of all Liens, to all of their respective Assets that they own. In addition, all tangible properties used in the businesses of the Seller Entities Acquired Companies (collectively, the “Assets”), including all Assets reflected in the Most Recent Balance Sheet or acquired after the Most Recent Balance Sheet Date, except: (a) to the extent the enforceability of any such leases or other Contractual Obligations may be limited by the Enforceability Exceptions; and (b) for Assets that have been sold or otherwise disposed of since the Most Recent Balance Sheet Date. None of the Acquired Companies’ interest in such Assets is subject to any Lien other than a Permitted Lien. The Assets are suitable for the purposes for which they are intended and in good conditionoperational condition and repair, reasonable normal wear and tear excepted, have been regularly and properly serviced and maintained in a manner that would not void or limit the coverage of any warranty thereon, and are usable adequate and fit to be used for the purposes for which they are currently used in the ordinary course of business consistent with Seller’s past practices. (b) All manner they are currently used, in each case, in all material respects. The Assets which are tangible properties are free of any material to Seller’s businessstructural or engineering defects, held under leases or subleases by and there has not been any material interruption of the Seller Entities, businesses of the Acquired Companies due to inadequate maintenance or obsolescence of the Assets which are held under valid Contracts enforceable in accordance with their respective terms, (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and each such Contract is in full force and effect. (c) The Seller Entities currently maintain insurance, including bankers’ blanket bonds, with insurers of recognized financial responsibility, in such amounts as the management of Seller reasonably has determined to be prudent in accordance with industry practicetangible properties. None of the Seller Entities has received notice from any insurance carrier that (i) any policy material Assets which are personal or movable properties are located other than at the Real Property. The Assets constitute all of insurance will the material properties and assets required to enable the businesses of the Acquired Companies to be canceled or that coverage thereunder will be reduced or eliminated, (ii) premium costs with respect to such policies of insurance will be substantially increased, or (iii) similar coverage will be denied or limited or not extended or renewed with respect to any Seller Entity, any act or occurrence, or that any Asset, officer, director, employee or agent of any Seller Entity will not be covered by such insurance or bond. There are presently no claims for amounts exceeding $25,000 individually or conducted immediately after the Closing in the aggregate pending under such policies same manner as the businesses of insurance or bondsthe Acquired Companies have been currently conducted, and there are no notices of claims properties or assets used or held in excess of such amounts have been given by any Seller Entity under such policies. Seller has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bond. (d) The Assets the operation of the Seller Entities include all material Assets required by Seller Entities to operate the business of the Seller Entities as presently conducted. All real and personal property which is material to the business of Seller or the Seller Entities Business that is leased or licensed by it is held pursuant to leases or licenses which are valid and enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and such leases and licenses will not terminate or lapse prior to the Effective Time or thereafter by reason of completion of the Merger. All improved real property owned or leased by Seller or Seller Entities is in material compliance with all applicable laws, including zoning laws and any Person other than the Americans with Disabilities Act of 1990Acquired Companies.

Assets. (ai) Except as disclosed in Section 3.10(a) of the Seller Disclosure Memorandum or as disclosed or reserved against in the Seller Financial Statements delivered prior to the date of this Agreement, the Seller Entities have HG Marketing has good and marketable title, title to all the Mentoring Call Center Assets and to the knowledge of the Mentoring Parties the operation of the Mentoring Call Center Business in accordance with past practices will not violate any third party rights. All of the Mentoring Call Center Assets that are personal property are in good working order and operating condition (normal wear and tear excepted) and are free and clear of all Liensliens, to all security interests, mortgages, deeds of their respective trust, pledges, conditional sales contracts, charges, leases, claims, administrative orders or decrees or encumbrances whatsoever. All the Mentoring Call Center Assets that they own. In addition, all tangible properties used in the businesses of the Seller Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with Seller’s past practices. (b) All Assets which are material to Seller’s business, held under leases or subleases by any of the Seller Entities, are held under valid Contracts enforceable in accordance with their respective terms, (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and each such Contract is in full force and effect. (c) The Seller Entities currently maintain insurance, including bankers’ blanket bonds, with insurers of recognized financial responsibility, in such amounts as the management of Seller reasonably has determined to be prudent in accordance with industry practice. None of the Seller Entities has received notice from any insurance carrier that (i) any policy of insurance will be canceled or that coverage thereunder will be reduced or eliminated, (ii) premium costs with respect to such policies of insurance will be substantially increased, or (iii) similar coverage will be denied or limited or not extended or renewed with respect to any Seller Entity, any act or occurrence, or that any Asset, officer, director, employee or agent of any Seller Entity will not be covered by such insurance or bond. There are presently no claims for amounts exceeding $25,000 individually or in the aggregate pending under such policies of insurance or bonds, and no notices of claims in excess of such amounts have been given by any Seller Entity under such policies. Seller has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bond. (d) The Assets of the Seller Entities include all material Assets required by Seller Entities to operate the business of the Seller Entities as presently conducted. All real and personal property which is material to the business of Seller or the Seller Entities that is leased or licensed by it is held pursuant to leases or licenses which are valid and enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and such leases and licenses will not terminate or lapse prior to the Effective Time or thereafter by reason of completion of the Merger. All improved real property owned or leased by Seller or Seller Entities is in material compliance with all applicable laws, including zoning laws and governmental regulations except where non-compliance would not result in a material adverse effect on the Americans with Disabilities Act Mentoring Call Center Business or Mentoring Call Center Assets. All of 1990the Mentoring Call Center Assets are in the possession of HG Marketing. Schedule 3.1(d)(i) contains a list of all equipment used in the Mentoring Call Center Business which is leased by HG Marketing from third parties and a true, correct and complete copy of each such lease has been provided to IDI. (ii) The only real property owned by, leased to or otherwise occupied by HG Marketing for use in the conduct of the Mentoring Call Center Business is listed on Schedule 3.1(d)(ii) and such real property (the “Mentoring Real Property”) is leased. To the knowledge of the Mentoring Parties there does not exist in respect of the Mentoring Real Property any notice of any uncorrected violation of any housing, building, safety, fire or other ordinance or applicable governmental regulation. A true, correct and complete copy of the lease for the Mentoring Real Property (the “Mentoring Real Property Lease”) has been provided to IDI. (iii) The Mentoring Call Center Assets constitute all of the assets, tangible and intangible, of any nature whatsoever, necessary to operate the Mentoring Call Center Business in the manner presently operated by Mentoring.

Assets. (a) Except as disclosed Set forth in Section 3.10(aSchedule 2.3(a) is a complete list of (i) the street address of all real property leased by the Sellers or otherwise used in connection with the Business (the “Real Property”); (ii) each vehicle owned or leased by the Sellers or otherwise used in connection with the Business; and (iii) each fixed asset of the Seller Disclosure Memorandum or as disclosed or reserved against Sellers that is used in the Seller Financial Statements delivered prior to the date of this Agreement, the Seller Entities Business. The Sellers do not own any Real Property. (b) The Sellers have good and marketable titletitle to all of the Assets they own, or purport to own, and a valid leasehold interest in all leased assets included within the Assets, free and clear of all any Liens other than Permitted Liens, to all of their respective Assets that they own. In addition, all tangible properties used in the businesses The execution and delivery of the Seller Entities Documents by the Sellers at the Closing will convey to and vest in Buyer good and marketable title to the Assets, free and clear of any Liens other than Permitted Liens, or in the case of leased assets, the execution and delivery of the Seller Documents by the Sellers at the Closing will convey to and vest in Buyer a valid leasehold interest, free and clear of any Liens other than Permitted Liens. The Assets, together with the Excluded Assets, constitute all of the assets of the Sellers that are used in or associated with the Business and constitute all assets necessary to carry on the Business as currently conducted. The Assets, including any Assets held under leases or licenses: (i) are in good conditioncondition and repair, reasonable ordinary wear and tear excepted, ; and (ii) are usable in the ordinary course of business consistent with Seller’s past practices. (b) All Assets which are material to Seller’s business, held under leases or subleases by any of the Seller Entities, are held under valid Contracts enforceable in accordance with their respective terms, (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, good working order and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) have been properly and each such Contract is in full force and effectregularly maintained. (c) The Seller Entities currently maintain insurance, including bankers’ blanket bonds, with insurers of recognized financial responsibility, in such amounts as Real Property is zoned for a classification that permits the management of Seller reasonably has determined to be prudent in accordance with industry practice. None continued use of the Seller Entities has Real Property in the manner currently used by the Sellers. There are no actions pending, or to the Sellers’ Knowledge threatened, that would alter the current zoning classification of the Real Property or alter any applicable Laws, covenants, conditions or restrictions that would adversely affect the use of the Real Property in the Business. The Sellers have not received notice from any insurance carrier company or Governmental Body of any defects or inadequacies in the Real Property or the improvements thereon that (i) any policy would adversely affect the insurability or usability of the Real Property or such improvements or prevent the issuance of new insurance will be canceled policies thereon at rates not materially higher than present rates. No fact or that coverage thereunder will be reduced or eliminated, (ii) premium costs with respect to such policies of insurance will be substantially increasedcondition exists, or (iii) similar coverage will be denied or limited or not extended or renewed with respect to any Seller Entitythe Sellers’ Knowledge is threatened, any act or occurrence, or that any Asset, officer, director, employee or agent of any Seller Entity will not be covered by such insurance or bond. There are presently no claims for amounts exceeding $25,000 individually or would result in the aggregate pending under such policies discontinuation of insurance necessary utilities or bonds, and no notices of claims in excess of such amounts have been given by any Seller Entity under such policies. Seller has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bond. (d) The Assets of the Seller Entities include all material Assets required by Seller Entities to operate the business of the Seller Entities as presently conducted. All real and personal property which is material services to the business of Seller Real Property or the Seller Entities that is leased or licensed by it is held pursuant termination of current access to leases or licenses which are valid and enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and such leases and licenses will not terminate or lapse prior to from the Effective Time or thereafter by reason of completion of the Merger. All improved real property owned or leased by Seller or Seller Entities is in material compliance with all applicable laws, including zoning laws and the Americans with Disabilities Act of 1990Real Property.

Assets. (a) Except as disclosed in Section 3.10(a) of set forth on the Seller Disclosure Memorandum or as disclosed or reserved against in the Seller Financial Statements delivered prior to the date of this Agreementattached Assets Schedule, the Seller Entities have Company has good and marketable titletitle to, or a valid leasehold interest in, all properties and assets used by it, located on its premises or shown on the Latest Balance Sheet or acquired after the date thereof, free and clear of all Liens, to all Liens (other than properties and assets disposed of their respective Assets that they own. In addition, all tangible properties used in the businesses of the Seller Entities are in good condition, reasonable wear and tear excepted, and are usable for fair consideration in the ordinary course of business consistent since the dates of such balance sheet and except for Liens disclosed on such balance sheet (including any notes thereto) and Liens for current property taxes not yet due and payable and Permitted Liens). The Company owns, has a valid leasehold interest in or has the valid and enforceable right to use all tangible assets necessary for the conduct of its business as presently conducted. Except as set forth on the attached Assets Schedule, all of the Company's and its Subsidiaries', properties, equipment, machinery, fixtures, improvements and other tangible assets (whether owned or leased) are in good condition and repair (ordinary wear and tear excepted) in all material respects and are fit for use in the ordinary course of the Company's and such Subsidiaries' business as presently conducted. All such assets have been installed and maintained in all material respects in accordance with Seller’s past practicesall applicable laws, regulations and ordinances and in accordance with industry standards. (b) All Assets which are material to Seller’s business, held under leases or subleases by Neither the Company nor any of its Subsidiaries owns any real property. The Leased Real Property Schedule attached hereto contains a complete list of all real property leased or subleased by the Seller EntitiesCompany or any of its Subsidiaries (individually "Leased Real Property" and collectively, are held under the "Leased Realty"). The Company or its Subsidiary, as applicable, has a valid Contracts leasehold interest in each Leased Real Property, subject only to Permitted Liens. The Company has previously delivered to Buyer or its special counsel complete and accurate copies of each of the leases for the Leased Realty (the "Realty Leases"). With respect to each Realty Lease: (i) the Realty Lease is legal, valid, binding and enforceable in accordance with their respective termsagainst the Company or its Subsidiary, as applicable (except as enforceability may be limited by applicable laws relating to bankruptcy, insolvency, reorganization, moratorium fraudulent transferwinding-up or other similar laws affecting the enforcement of creditors' rights, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principlesprinciples of equity) and each such Contract is in full force and effect. (c) The Seller Entities currently maintain insurance, including bankers’ blanket bonds, with insurers of recognized financial responsibility, in such amounts as the management of Seller reasonably has determined to be prudent in accordance with industry practice. None of the Seller Entities has received notice from any insurance carrier that (i) any policy of insurance will be canceled or that coverage thereunder will be reduced or eliminated, ; (ii) premium costs except as disclosed in the Leased Real Property Schedule, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any other party to the Realty Lease is in material breach or default, and no event has occurred which, with respect to notice or lapse of time or both, would constitute such policies of insurance will be substantially increaseda material breach or default or permit termination, modification or acceleration under the Realty Lease; (iii) similar coverage will be denied the Realty Lease has not been modified, except to the extent that such modifications are disclosed by the documents delivered to Buyer; and (iv) neither the Company nor any of its Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust or limited or not extended or renewed with respect to encumbered any Seller Entity, any act or occurrence, or that any Asset, officer, director, employee or agent of any Seller Entity will not be covered by such insurance or bond. There are presently no claims for amounts exceeding $25,000 individually or interest in the aggregate pending under such policies of insurance or bondsRealty Lease, and no notices of claims in excess of such amounts have been given by any Seller Entity under such policies. Seller has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bond. (d) The Assets of the Seller Entities include all material Assets required by Seller Entities to operate the business of the Seller Entities as presently conducted. All real and personal property which is material to the business of Seller or the Seller Entities that is leased or licensed by it is held than pursuant to leases or licenses which are valid and enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and such leases and licenses will not terminate or lapse prior to the Effective Time or thereafter by reason of completion of the Merger. All improved real property owned or leased by Seller or Seller Entities is in material compliance with all applicable laws, including zoning laws and the Americans with Disabilities Act of 1990Permitted Liens.

Assets. (a) Except as disclosed in Section 3.10(a) of the Each Seller Disclosure Memorandum Subsidiary has good, valid and marketable title to, or as disclosed a valid leasehold interest in, all Assets respectively owned or reserved against leased by them, including, without limitation, all Assets reflected in the Audited Balance Sheet and all Assets acquired by any Seller Financial Statements delivered prior to Subsidiary since the Audited Balance Sheet Date (except for non-material Assets reflected in the Audited Balance Sheet or acquired since such date which have been sold or otherwise disposed of this Agreement, in the Seller Entities have good and marketable titleOrdinary Course of Business), free and clear of all Liens other than Liens reflected on the Seller Subsidiary Consolidated Financial Statements and Permitted Liens. The Seller has good, valid and marketable title to all of their respective the Additional Assets that they own. In addition, all tangible properties used (except for non-material Additional Assets reflected in the businesses Audited Balance Sheet or acquired since such date which have been sold or otherwise disposed of in the Ordinary Course of Business), free and clear of all Liens other than Liens reflected on the Seller Entities are Subsidiary Consolidated Financial Statements and Permitted Liens. All personal property of each Seller Subsidiary is in good conditionoperating condition and repair, reasonable ordinary wear and tear excepted, and are usable is suitable and adequate for the uses for which it is intended or is being used. Except as set forth in Section 3.09 of the Seller Disclosure Letter, the Assets of the Seller Subsidiaries, taken as a whole, and the Additional Assets constitute all of the Assets relating to or used or held for use in connection with the Business during the past twelve months or necessary for the conduct of the Business. Except for Assets disposed of in the ordinary course Ordinary Course of business consistent with Seller’s Business and the Additional Assets, the Assets of the Seller Subsidiaries constitute all the Assets necessary to conduct the Business on a stand-alone basis as presently conducted and as conducted during the past practicesthree years. (b) All Assets which are material Immediately following the consummation of the transactions contemplated by this Agreement, each Seller Subsidiary will continue to Seller’s businessown, held pursuant to good and marketable title, or lease, under valid and subsisting leases or subleases by any disclosed in Section 3.09 of the Seller EntitiesDisclosure Letter, are held under valid Contracts enforceable subject to obtaining the consents to the leases set forth in accordance with their respective terms, (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and each such Contract is in full force and effect. (c) The Seller Entities currently maintain insurance, including bankers’ blanket bonds, with insurers of recognized financial responsibility, in such amounts as the management of Seller reasonably has determined to be prudent in accordance with industry practice. None Section 3.06 of the Seller Entities has received notice from any insurance carrier that (i) any policy of insurance will be canceled or that coverage thereunder will be reduced or eliminated, (ii) premium costs with respect to such policies of insurance will be substantially increasedDisclosure Letter, or (iii) similar coverage will be denied otherwise retain its interest in, the Assets of such Seller Subsidiary without incurring any penalty or limited or not extended or renewed with respect to any Seller Entityother adverse consequences, including, without limitation, any act increase in any material respect in rentals, royalties or occurrencelicenses or other fees imposed as a result of, or that any Assetarising from, officerthe consummation of the transactions contemplated by this Agreement. Subject to obtaining the consents of the members of MacGregor Corporation to the transfer to the Buyer or the Buyer's designees of the membership interests held by Xxxxx Xxxxxxxxxx, director, employee Xxxxx Xxxxx and Xxxxxxx Xxxxxxxx in XxxXxxxxx Corporation or agent the substitution of any Seller Entity will not be covered by such insurance or bond. There are presently no claims for amounts exceeding $25,000 individually or the Buyer's designees as members of MacGregor Corporation in the aggregate pending under such policies of insurance or bonds, and no notices of claims in excess lieu of such amounts have been given transfer, immediately following the consummation of the transactions contemplated by this Agreement, the Buyer will own, pursuant to good and marketable title, the Additional Assets without incurring any Seller Entity under such policies. Seller has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions penalty or other insurance adverse consequences, including, without limitation, any increase in any material respect in rentals, royalties or bankers’ blanket bond. (d) The Assets licenses or other fees imposed as a result of, or arising from, the consummation of the Seller Entities include all material Assets required transactions contemplated by Seller Entities to operate the business of the Seller Entities as presently conducted. All real and personal property which is material to the business of Seller or the Seller Entities that is leased or licensed by it is held pursuant to leases or licenses which are valid and enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and such leases and licenses will not terminate or lapse prior to the Effective Time or thereafter by reason of completion of the Merger. All improved real property owned or leased by Seller or Seller Entities is in material compliance with all applicable laws, including zoning laws and the Americans with Disabilities Act of 1990this Agreement.

Assets. (a) Except as disclosed in Section 3.10(a) Seller has good and marketable title to the Assets, and upon consummation of the Seller Disclosure Memorandum or as disclosed or reserved against in the Seller Financial Statements delivered prior to the date of this Agreementtransactions contemplated herein, the Seller Entities Purchaser will have good and marketable titletitle to the Assets, free and clear of all Liens, to all of their respective Assets that they own. In addition, all tangible properties used in the businesses of the Seller Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with Seller’s past practices. (b) All Assets which are material to Seller’s business, held under leases or subleases by any of the Seller Entities, are held under Each Loan is a valid Contracts loan enforceable against obligor in accordance with their respective its terms, (except as enforceability may be limited by applicable subject to bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, insolvency and similar other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity; the Seller is the sole owner of each Loan, no participation therein having been sold; no Loan is pledged or by general equity principlesencumbered; the principal balance of each Loan as shown on the Seller’s books and records is true and correct as of the last date shown thereon; all Loans (and any notes, other evidences of indebtedness or security agreements associated therewith) will be transferred to the Purchaser without recourse and each such Contract is in full force and effectwithout any warranties or representations as to the collectability of the Loans, the value of the collateral securing the Loans or the creditworthiness of any maker, guarantors or other obligors thereof. (c) The Seller Entities currently maintain insurance, including bankers’ blanket bonds, with insurers has delivered to the Purchaser complete and correct copies of recognized financial responsibility, in such amounts as the management of Seller reasonably has determined to be prudent in accordance with industry practice. None all of the Seller Entities has received notice from any insurance carrier that (i) any policy of insurance will be canceled or that coverage thereunder will be reduced or eliminated, (ii) premium costs Personal Property Leases and Real Property Lease. All such Leases are valid and subsisting and there does not exist with respect to such policies the Seller’s obligations thereunder any material default or event or condition which, after notice or lapse of insurance will be substantially increasedtime or both, would constitute a material default thereunder. To the knowledge of the Seller, there is no condemnation proceeding pending or (iii) similar coverage will be denied threatened which would preclude or limited or not extended or renewed with respect to any Seller Entity, any act or occurrence, or that any Asset, officer, director, employee or agent impair the use of any Seller Entity will not be covered by such insurance or bond. There are the Branch as presently no claims for amounts exceeding $25,000 individually or being used in the aggregate pending under such policies conduct of insurance or bonds, and no notices business of claims in excess of such amounts have been given by any Seller Entity under such policies. Seller has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bondthe Seller. (d) The Fixed Assets are all of the material tangible assets owned or leased by the Seller Entities include all material Assets required and used by Seller Entities it to operate conduct the business of the Branch as of the date hereof. The banking equipment which constitutes a part of the Fixed Assets, taken as a whole, is in good operating condition and repair, giving consideration to its age and use and subject to ordinary wear and tear, and will be received in “AS IS” condition, with no other warranties by the Seller Entities as presently conductedto its condition or future performance, except those warranties related to title. All real The Seller has good and personal property which is material marketable title to said Fixed Assets. (e) No notice of any violation of zoning laws, building or fire codes or other statutes, ordinances or regulations relating to the business operation of Seller the Branch has been received by the Seller. To Seller’s knowledge, there are no zoning ordinances, material building codes, use or occupancy restrictions pending or, to Seller’s knowledge, threatened with respect to the Seller Entities that is leased or licensed by it is held pursuant Branch and to leases or licenses which are valid and enforceable Seller’s knowledge, the Branch has been operated in all material respects in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and such leases and licenses will not terminate or lapse prior to the Effective Time or thereafter by reason of completion of the Merger. All improved real property owned or leased by Seller or Seller Entities is in material compliance with all applicable laws, including zoning laws rules, and regulations. (f) The Seller makes no covenant, representation or warranty as to the suitability of the Fixed Assets or as to the physical condition thereof for any purpose whatsoever. The Purchaser acknowledges that it has inspected the Fixed Assets, observed their physical characteristics and existing conditions, and has been afforded the opportunity to conduct such investigation of the Fixed Assets as it deems necessary for the purpose of acquiring the Fixed Assets, for the Purchaser’s intended use, and the Americans Purchaser hereby waives any and all objections to or claims with Disabilities Act respect to any and all physical characteristics and existing conditions of 1990the Fixed Assets. The Purchaser further acknowledges and agrees that the Fixed Assets and the Real Property Lease are to be assigned or sold and conveyed to, and purchased and accepted by, the Purchaser in their present condition, “AS IS” and with all faults, and the Purchaser hereby assumes the risk that adverse past, present or future physical characteristics and conditions may not have been revealed by its inspection or investigation. Seller makes no representations or warranties as to the real estate or building where the Branch is located. Purchaser intends to acquire the building and real estate in a separate transaction and will rely solely on such documents and to such parties to the agreement for any representations or warranties relating thereto.

Assets. (a) Except as disclosed in Section 3.10(a) of the Seller Disclosure Memorandum or as disclosed or reserved against in the Seller Financial Statements delivered prior to the date of this Agreement, the Seller Entities have Each Delanco Entity has good and marketable titletitle to those Assets reflected in the most recent Delanco Financial Statements as being owned by such Delanco Entity or acquired after the date thereof (except Assets sold or otherwise disposed of since the date thereof in the Ordinary Course), free and clear of all Liens, to except (a) statutory Liens securing payments not yet due, (b) Liens for real property Taxes not yet due and payable, (c) easements, rights of way, and other similar encumbrances that do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Liens”). Delanco is the fee simple owner of all owned real property and the lessee of their respective Assets that they own. In addition, all tangible properties used leasehold estates reflected in the businesses most recent Delanco Financial Statements, free and clear of all Liens of any nature whatsoever, except for Permitted Liens, and is in possession of the Seller Entities properties purported to be owned or leased thereunder, as applicable. There are in good conditionno pending or, reasonable wear to the Knowledge of Delanco, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by Delanco. Delanco and tear excepted, its Subsidiaries own or lease all properties as are necessary to their operations as now conducted and are usable no person has any option or right to acquire or purchase any ownership interest in the ordinary course of business consistent with Seller’s past practicesowned real property or any portion thereof. (b) All Assets which Section 4.12(b) of the Delanco Disclosure Memorandum sets forth a complete and correct list of all street addresses, legal descriptions and fee owners of all real property owned, leased or licensed by any Delanco Entity or otherwise occupied by a Delanco Entity or used or held for use by any Delanco Entity (collectively, the “Real Property”). Other than as set forth on Section 4.12(b) of the Delanco Disclosure Memorandum, there are material to Seller’s business, held under leases or subleases by no Persons in possession of any portion of any of the Seller Entities, are held under valid Contracts enforceable in accordance with their respective terms, (except as enforceability may be limited Real Property owned or leased by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transferany Delanco Entity other than such Delanco Entity, and similar laws no Person other than a Delanco Entity has the right to use or occupy for any purpose any portion of general applicability relating any of the Real Property owned, leased or licensed by a Delanco Entity. Delanco or a Delanco Subsidiary has good and marketable fee title to all Real Property owned by it free and clear of all Liens, except Permitted Liens. There are no outstanding options, rights of first offer or affecting creditors’ refusal or other pre-emptive rights or by general equity principles) and each purchase rights with respect to any such Contract is in full force and effectowned Real Property. (c) The Seller Entities currently maintain insurance, including bankers’ blanket bonds, with insurers All leases of recognized financial responsibility, in such amounts as the management of Seller reasonably has determined to be prudent in accordance with industry practice. None of the Seller Entities has received notice from Real Property under which any insurance carrier that (i) any policy of insurance will be canceled or that coverage thereunder will be reduced or eliminated, (ii) premium costs with respect to such policies of insurance will be substantially increased, or (iii) similar coverage will be denied or limited or not extended or renewed with respect to any Seller Delanco Entity, any act or occurrenceas lessee, or that any Assetleases Real Property, officerare valid, director, employee or agent of any Seller Entity will not be covered by such insurance or bond. There are presently no claims for amounts exceeding $25,000 individually or in the aggregate pending under such policies of insurance or bonds, and no notices of claims in excess of such amounts have been given by any Seller Entity under such policies. Seller has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bond. (d) The Assets of the Seller Entities include all material Assets required by Seller Entities to operate the business of the Seller Entities as presently conducted. All real and personal property which is material to the business of Seller or the Seller Entities that is leased or licensed by it is held pursuant to leases or licenses which are valid binding and enforceable in accordance with their respective terms (except as enforceability may be limited and Delanco or such Delanco Subsidiary has good and marketable leasehold interests to all Real Property leased by applicable bankruptcythem. There is not under any such lease any material existing Default by any Delanco Entity or, insolvencyto Delanco’s Knowledge, reorganizationany other party thereto, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and such leases and licenses will not terminate any event which with notice or lapse prior to of time would constitute such a material Default and all rent and other sums and charges due and payable under such lease have been paid. (d) The Assets reflected in the Effective Time or thereafter by reason of completion of the Merger. All improved real property most recent Delanco Financial Statements which are owned or leased by Seller or Seller the Delanco Entities, and in combination with the Real Property, the Intellectual Property of any Delanco Entity, and contractual benefits and burdens of the Delanco Entities, constitute, as of the Closing Date, all of the Assets, rights and interests necessary to enable the Delanco Entities to operate consolidated businesses in the Ordinary Course and as the same is in material compliance with all applicable laws, including zoning laws and expected to be conducted on the Americans with Disabilities Act of 1990Closing Date.

Assets. (a) Except as disclosed set forth in Section 3.10(a3.14(a) of the Seller Disclosure Memorandum Schedule, the Purchased Entities and the Asset Sellers (with respect to the Acquired International Structured Finance Business) own or as disclosed lease (or, after giving effect to transfer of the Other Acquired Business Assets pursuant to Section 5.12, will own or reserved against lease) all Property required to conduct each Acquired Business in the Seller Financial Statements delivered prior to the date ordinary and usual course of this Agreementbusinesses consistent with their respective past practices (collectively, the Seller Entities "Assets"). Except as set forth in Section 3.14(a) of the Disclosure Schedule, after giving effect to transfer of the Other Acquired Business Assets pursuant to Section 5.12, each Purchased Entity will have good and marketable titlevalid title to all Property used or held for use by it, free and clear of all LiensEncumbrances other than Permitted Encumbrances. Except as set forth in Section 3.14(a) of the Disclosure Schedule, no Purchased Entity and no Asset Seller (with respect to all the Acquired International Structured Finance Business) is a lessee under any lease of their respective Assets tangible personal Property involving annual aggregate payments in respect thereof in excess of $600,000 other than those which may be canceled by such Purchased Entity or Asset Seller without any payment or penalty upon no more than 30 days' prior notice. Except as set forth in Section 3.14(a) of the Disclosure Schedule, the consummation of the Acquisition will not give rise to any right of any Person to (x) terminate any Purchased Entity's right or entitlement to use any Property currently used or employed by it in the conduct of the Acquired Businesses as presently conducted by it or (y) require that they ownany Purchased Entity obtain a consent or pay a fee in order to continue to use any Property currently used or employed by it in the conduct of the Acquired Businesses as presently conducted by it. In additionTo Seller's Knowledge, all tangible properties used in the businesses Property of which a Purchased Entity is (or, after giving effect to transfer of the Seller Entities Other Acquired Business Assets pursuant to Section 5.12 hereof, will be) the lessee or obligor are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with Seller’s past practices. (b) All Assets which are material to Seller’s business, held under leases or subleases by any of the Seller Entities, are held under valid Contracts enforceable in accordance with their respective terms, (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and each such Contract is in full force and effect. (c) The Seller Entities currently maintain insuranceeffect according to their terms and there are no outstanding defaults thereunder, including bankers’ blanket bonds, with insurers of recognized financial responsibility, in such amounts as the management of Seller except for any defaults which could not reasonably has determined be expected to be prudent in accordance with industry practice. None of the Seller Entities has received notice from give rise to any insurance carrier that (i) any policy right of insurance will be canceled or that coverage thereunder will be reduced or eliminatedtermination thereunder, (ii) premium costs with respect right by any Person to such policies recover Losses, charges, penalties or fees against any Purchased Entity in excess of insurance will be substantially increased$100,000, in the aggregate or (iii) similar coverage will be denied grant of injunctive or limited or not extended or renewed with respect to equitable relief against any Seller Purchased Entity, any act or occurrence, or that any Asset, officer, director, employee or agent of any Seller Entity will not be covered by such insurance or bond. There are presently no claims for amounts exceeding $25,000 individually or in the aggregate pending under such policies of insurance or bonds, and no notices of claims in excess of such amounts have been given by any Seller Entity under such policies. Seller has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bond. (d) The Assets of the Seller Entities include all material Assets required by Seller Entities to operate the business of the Seller Entities as presently conducted. All real and personal property which is material to the business of Seller or the Seller Entities that is leased or licensed by it is held pursuant to leases or licenses which are valid and enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and such leases and licenses will not terminate or lapse prior to the Effective Time or thereafter by reason of completion of the Merger. All improved real property owned or leased by Seller or Seller Entities is in material compliance with all applicable laws, including zoning laws and the Americans with Disabilities Act of 1990.

Assets. (a) Except as disclosed in Section 3.10(a) of the Seller Disclosure Memorandum or as disclosed or reserved against in the Seller Financial Statements delivered prior to the date of this Agreement, the Seller Entities have Each First Mariner Entity has good and marketable titletitle to those Assets reflected in the most recent First Mariner Financial Statements as being owned by such First Mariner Entity or acquired after the date thereof (except Assets sold or otherwise disposed of since the date thereof in the Ordinary Course), free and clear of all Liens, to all of their respective Assets that they own. In addition, all tangible properties used in the businesses of the Seller Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with Seller’s past practices. (b) All Assets which are material to Seller’s business, held under leases or subleases by any of the Seller Entities, are held under valid Contracts enforceable in accordance with their respective terms, (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and each such Contract is in full force and effect. (c) The Seller Entities currently maintain insurance, including bankers’ blanket bonds, with insurers of recognized financial responsibility, in such amounts as the management of Seller reasonably has determined to be prudent in accordance with industry practice. None of the Seller Entities has received notice from any insurance carrier that (i) any policy of insurance will be canceled or that coverage thereunder will be reduced or eliminatedstatutory Liens securing payments not yet due, (ii) premium costs with respect to such policies of insurance will be substantially increasedLiens for real property Taxes not yet due and payable, or (iii) easements, rights of way, and other similar coverage will be denied encumbrances that do not materially affect the use of the properties or limited Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (iv) blanket liens imposed by the Federal Reserve in the Ordinary Course, and (v) such imperfections or irregularities of title or Liens as do not extended materially affect the use of the properties or renewed with respect to any Seller EntityAssets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, any act or occurrence“Permitted Liens”). First Mariner is the fee simple owner of all owned Real Property and the lessee of all leasehold estates each as reflected in the most recent First Mariner Financial Statements, or that any Asset, officer, director, employee or agent free and clear of all Liens of any Seller Entity will not nature whatsoever, except for Permitted Liens, and is in possession of the properties purported to be covered by such insurance owned or bondleased thereunder, as applicable. There are presently no claims for amounts exceeding $25,000 individually or in the aggregate pending under such policies of insurance or bondsor, and no notices of claims in excess of such amounts have been given by any Seller Entity under such policies. Seller has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bond. (d) The Assets of the Seller Entities include all material Assets required by Seller Entities to operate the business of the Seller Entities as presently conducted. All real and personal property which is material to the business Knowledge of Seller First Mariner, threatened condemnation or the Seller Entities eminent domain proceedings against any Real Property that is leased or licensed by it is held pursuant to leases or licenses which are valid and enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and such leases and licenses will not terminate or lapse prior to the Effective Time or thereafter by reason of completion of the Merger. All improved real property owned or leased by Seller First Mariner. First Mariner and its Subsidiaries own or Seller Entities is lease all properties as are necessary to their operations as now conducted and no person has any option or right to acquire or purchase any ownership interest in material compliance with all applicable lawsthe owned Real Property, including zoning laws and the Americans with Disabilities Act of 1990or any portion thereof.

Assets. (a) Except as disclosed in Section 3.10(a) Each Seller owns or has the legal right to use all of the Purchased Assets. Each Seller Disclosure Memorandum or as disclosed or reserved against in the Seller Financial Statements delivered prior has good title to the date of this Agreement, the Seller Entities have good and marketable title, all its Purchased Assets free and clear of all Liens, to except for Permitted Encumbrances. The Purchased Assets collectively generated 90% of all of their respective the revenue recorded in Seller Parent’s consolidated financial statements for the fiscal year ended December 31, 2014, excluding any revenue generated by Excluded Assets and regular turnover of Inventory. No Affiliate of Seller has any rights, licenses, assets or Government Authorizations that they own. In addition, all tangible properties have been used in the businesses or were necessary to generate any of the revenues contained in Seller Entities are in good conditionParent’s consolidated financial statements for the fiscal year ended December 31, reasonable wear and tear excepted2014, and are usable in other than the ordinary course rights of business consistent with Seller’s past practicesCPI under the CPI Distribution Contracts. (b) All The Purchased Assets which are material to Seller(including the Inventory) and Purchaser’s business, held rights under leases or subleases by any this Agreement will constitute all of the Seller Entitiesrights, assets and licenses that are held under valid Contracts enforceable and have been used by Sellers in accordance with their respective termsconducting the Business over the twelve (12) month period ended on the date hereof and will permit Purchaser, (except as enforceability may be limited by applicable bankruptcyimmediately following the Closing, insolvency, reorganization, moratorium fraudulent transfer, and to conduct the Business in a substantially similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and each such Contract is in full force and effect. (c) The Seller Entities currently maintain insurance, including bankers’ blanket bonds, with insurers of recognized financial responsibility, in such amounts manner as the management of Seller reasonably has determined to be prudent in accordance with industry practice. None Business was operated by Sellers and their Affiliates as of the Seller Entities has received notice from any insurance carrier that date hereof, except in each case, (i) any policy as set forth on Schedule 4.10(b) of insurance will be canceled or that coverage thereunder will be reduced or eliminatedthe Disclosure Schedules, (ii) premium costs with respect to such policies for the exclusion of insurance will be substantially increasedthe Excluded Assets described in Section 2.3, or (iii) similar coverage will be denied or limited or not extended or renewed with respect to any Seller Entity, any act or occurrence, or that any Asset, officer, director, employee or agent of any Seller Entity will not be covered by such insurance or bond. There are presently no claims for amounts exceeding $25,000 individually or in the aggregate pending under such policies of insurance or bonds, and no notices of claims in excess of such amounts have been given by any Seller Entity under such policies. Seller has made no claims, and no claims are services contemplated to be madeprovided by the Transition Services Agreement, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bond. (div) The Assets of for the Seller Entities include all material Assets required by Seller Entities to operate the business of the Seller Entities as presently conducted. All real and personal property which is material Shared Contracts to the business of Seller or the Seller Entities that is leased or licensed by it is held pursuant to leases or licenses which are valid and enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and such leases and licenses will extent not terminate or lapse prior Related to the Effective Time Business and (v) impediments arising out of circumstances affecting Purchaser as compared to any other Person acquiring the Business. In the event this representation and warranty is breached because any Seller has in good faith failed to identify any assets used in the Business, such breach shall be deemed cured if such Seller promptly transfers such assets to Purchaser (or thereafter by reason otherwise transfers the benefits and burdens of completion such assets) at no additional cost or expense to Purchaser. The Sellers, together, are in possession of the Merger. All improved real property owned or leased by Seller or Seller Entities is in material compliance with all applicable laws, including zoning laws Books and the Americans with Disabilities Act of 1990Records.

Assets. (a) Except as disclosed in Section 3.10(a) set forth on the attached Assets Schedule, the Company or one of its Subsidiaries has good and valid title to, or a valid leasehold interest in, all properties and assets used by it, located on its premises or shown on the Seller Disclosure Memorandum Latest Balance Sheet or as disclosed or reserved against in the Seller Financial Statements delivered prior to acquired after the date of this Agreement, the Seller Entities have good and marketable titlethereof, free and clear of all Liens, to all Liens (other than properties and assets disposed of their respective Assets that they own. In addition, all tangible properties used in the businesses of the Seller Entities are in good condition, reasonable wear and tear excepted, and are usable for fair consideration in the ordinary course of business consistent with Seller’s past practicessince the date of the Latest Balance Sheet and except for Liens disclosed on the Latest Balance Sheet (including any notes thereto) and Permitted Liens). The Company and each of its Subsidiaries owns or leases or has the valid and enforceable right to use all assets, tangible or intangible, necessary for the conduct of its business as presently conducted. (b) All Assets which are material to Seller’s business, held under leases or subleases by Neither the Company nor any of its Subsidiaries owns any real property. The Leased Real Property Schedule attached hereto contains a complete list of all of the Seller EntitiesRealty Leases for the real property leased, are held under subleased, licensed or otherwise occupied by the Company or any of its Subsidiaries (collectively, the “Leased Realty”). The Company or one of its Subsidiaries has a valid Contracts leasehold interest in each Leased Realty. Except as set forth on the attached Leased Real Property Schedule, with respect to each Realty Lease: (i) the Realty Lease is legal, valid, binding, enforceable in accordance with their respective terms, (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and each such Contract is in full force and effect. (c) The Seller Entities currently maintain insurance, including bankers’ blanket bonds, with insurers of recognized financial responsibility, in such amounts as the management of Seller reasonably has determined to be prudent in accordance with industry practice. None of the Seller Entities has received notice from any insurance carrier that (i) any policy of insurance will be canceled or that coverage thereunder will be reduced or eliminated, ; (ii) premium costs neither the Company nor any of its Subsidiaries, nor any other party to the Realty Lease is in breach or default, and no event has occurred which, with notice or lapse of time or both, would constitute such a breach or default or permit termination, modification or acceleration under the Realty Lease; (iii) there are no disputes, oral agreements or forbearance programs in effect as to the Realty Lease; (iv) neither the Company nor any of its Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Realty Lease; (v) each of the Company and its Subsidiaries has delivered to Parent or Merger Sub a true and complete copy of each such Realty Lease document, and in the case of any oral Lease, a written summary of the material terms of such Realty Lease, (vi) no security deposit or portion thereof deposited with respect to such policies Realty Lease has been applied in respect of insurance will be substantially increased, a breach or (iii) similar coverage will be denied or limited or not extended or renewed with respect to any Seller Entity, any act or occurrence, or that any Asset, officer, director, employee or agent of any Seller Entity will not be covered by such insurance or bond. There are presently no claims for amounts exceeding $25,000 individually or in the aggregate pending default under such policies of insurance or bonds, Realty Lease which has not been re-deposited in full; and no notices of claims in excess of such amounts have been given by any Seller Entity under such policies. Seller has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bond. (dvii) The Assets none of the Seller Entities include all material Assets required by Seller Entities Company or its Subsidiaries has subleased, licensed or otherwise granted any Person the right to operate the business of the Seller Entities as presently conducted. All real and personal property which is material to the business of Seller use or the Seller Entities that is leased occupy such Leased Realty or licensed by it is held pursuant to leases or licenses which are valid and enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and such leases and licenses will not terminate or lapse prior to the Effective Time or thereafter by reason of completion of the Merger. All improved real property owned or leased by Seller or Seller Entities is in material compliance with all applicable laws, including zoning laws and the Americans with Disabilities Act of 1990any portion thereof.

Assets. (a) Except as disclosed in Section 3.10(a) of the Seller Disclosure Memorandum or as disclosed or reserved against in the Seller Financial Statements delivered prior to the date of this Agreement, the Seller Entities have Each Alliance Entity has good and marketable titletitle to those Assets reflected in the latest Alliance Financial Statements as being owned by such Alliance Entity or acquired after the date thereof (except Assets sold or otherwise disposed of since the date thereof in the Ordinary Course), free and clear of all Liens, to all of their respective Assets that they own. In additionexcept (a) statutory Liens securing payments not yet due, all tangible properties used in the businesses of the Seller Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with Seller’s past practices. (b) All Assets which are material to Seller’s businessLiens for real property Taxes not yet due and payable, held under leases or subleases by any (c) easements, rights of way, and other similar encumbrances that do not materially affect the use of the Seller Entities, are held under valid Contracts enforceable in accordance with their respective terms, (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transferproperties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, and similar laws (d) such imperfections or irregularities of general applicability relating title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Liens”). Alliance is the fee simple owner of all owned real property and the lessee of all leasehold estates each as reflected in the latest Alliance Financial Statements, free and clear of all Liens of any nature whatsoever, except for Permitted Liens, and is in possession of the properties purported to be owned or affecting creditors’ rights or by general equity principles) leased thereunder, as applicable, and each such Contract lease is in full force and effect. (c) The Seller Entities currently maintain insurancevalid without default thereunder by the lessee or, including bankers’ blanket bondsto the Knowledge of Alliance, with insurers of recognized financial responsibility, in such amounts as the management of Seller reasonably has determined to be prudent in accordance with industry practice. None of the Seller Entities has received notice from any insurance carrier that (i) any policy of insurance will be canceled or that coverage thereunder will be reduced or eliminated, (ii) premium costs with respect to such policies of insurance will be substantially increased, or (iii) similar coverage will be denied or limited or not extended or renewed with respect to any Seller Entity, any act or occurrence, or that any Asset, officer, director, employee or agent of any Seller Entity will not be covered by such insurance or bondlessor. There are presently no claims for amounts exceeding $25,000 individually or in the aggregate pending under such policies of insurance or bondsor, and no notices of claims in excess of such amounts have been given by any Seller Entity under such policies. Seller has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bond. (d) The Assets of the Seller Entities include all material Assets required by Seller Entities to operate the business of the Seller Entities as presently conducted. All real and personal property which is material to the business Knowledge of Seller Alliance, threatened condemnation or the Seller Entities eminent domain proceedings against any real property that is leased or licensed by it is held pursuant to leases or licenses which are valid and enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and such leases and licenses will not terminate or lapse prior to the Effective Time or thereafter by reason of completion of the Merger. All improved real property owned or leased by Seller Alliance. Alliance and its Subsidiaries own or Seller Entities is lease all properties as are necessary to their operations as now conducted and no person has any option or right to acquire or purchase any ownership interest in material compliance with all applicable lawsthe owned real property, including zoning laws and the Americans with Disabilities Act of 1990or any portion thereof.

Assets. (a) Except as disclosed To Seller’s Knowledge, the Title Commitments contain legal descriptions of all lands owned in Section 3.10(a) fee simple or leased by the Company and on which the material operations of the Refinery (but not any pipelines or terminals serving it) are located subject in each case to Permitted Liens. (b) Subject to the receipt of any Third Person Consent or Authorization for the transfer and assignment from Seller Disclosure Memorandum to the Company or the Acquired Subsidiary, as disclosed applicable, the Company and the Acquired Subsidiary own, lease or reserved against have the legal right to use their respective material Assets (or in the Seller Financial Statements delivered prior to case of the date Company’s or Acquired Subsidiary’s contract rights, receive the benefits of this Agreement, their respective Assets) free and clear of all Liens except Permitted Liens. (c) The Company and the Seller Entities Acquired Subsidiary have good and marketable titletitle to, or valid leasehold interests in, or license to, all of their tangible personal property, free and clear of all Liens, to all of their respective Assets that they own. In additionother than Permitted Liens, all tangible except for such nonmaterial properties as are no longer used or useful in the businesses conduct of the Seller Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with Seller’s past practices. (b) All Assets which are material to Seller’s business, held under leases or subleases by any of the Seller Entities, are held under valid Contracts enforceable in accordance with their respective terms, (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and each such Contract is in full force and effect. (c) The Seller Entities currently maintain insurance, including bankers’ blanket bonds, with insurers of recognized financial responsibility, in such amounts as the management of Seller reasonably has determined to be prudent in accordance with industry practice. None of the Seller Entities has received notice from any insurance carrier that (i) any policy of insurance will be canceled or that coverage thereunder will be reduced or eliminated, (ii) premium costs with respect to such policies of insurance will be substantially increased, or (iii) similar coverage will be denied or limited or not extended or renewed with respect to any Seller Entity, any act or occurrence, or that any Asset, officer, director, employee or agent of any Seller Entity will not be covered by such insurance or bond. There are presently no claims for amounts exceeding $25,000 individually or in the aggregate pending under such policies of insurance or bonds, and no notices of claims in excess of such amounts have been given by any Seller Entity under such policies. Seller has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bondBusiness. (d) The Assets Section 4.7(d) of the Seller Entities include Disclosure Schedules lists all material Assets required by Seller Entities to operate fixed assets used in or reasonably necessary for the business operation of the Seller Entities Refinery as presently conducted. All real and personal property which is material conducted prior to the business Refinery Shutdown Activities other than the Excluded Assets. (e) Section 4.7(e) of the Disclosure Schedules sets forth a complete and correct list of all Real Property Interests owned in fee simple by the Company (the “Owned Real Property”). There are no outstanding options or rights of first refusal to purchase or lease the Owned Real Property or any portion thereof or interest therein. There are no pending or, to the Knowledge of Seller, threatened condemnation proceedings (for which Seller or the Company has received service of process or otherwise notice) before any Governmental Authority with respect to any Owned Real Property. The Acquired Subsidiary does not own any Real Property Interests in fee simple. (f) Section 4.7(f) of the Disclosure Schedules sets forth a list of all Real Property Interests leased to the Company (the “Leased Real Property”), including the name and address of each landlord for each such lease. Seller Entities that has delivered to Buyer complete and correct copies of each such lease. The Company is leased not a sublessor or licensed by it is held pursuant grantor under any sublease or other instrument granting to leases another Person any right to the possession, lease, occupancy or licenses which are valid and enforceable in accordance with their respective terms (enjoyment of the Leased Real Property except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principlesset forth in Section 4.7(f) and such leases and licenses will not terminate or lapse prior to the Effective Time or thereafter by reason of completion of the MergerDisclosure Schedules. All improved The Acquired Subsidiary does not own any leasehold interest in any Real Property Interests, except as a sublessee for certain Retail Assets. (g) To the Knowledge of Seller, there are no pending special assessments or reassessments (for which Seller or the Company has received service of process or otherwise notice) of any parcel included in the Real Property Interests that would reasonably be expected to result in a material increase in the real property owned taxes or leased other similar charges payable by Seller the Company with respect to any parcel of Owned Real Property or Seller Entities is a material increase in material compliance with all applicable lawsthe rent, including zoning laws additional rent or other sums and charges payable by the Americans with Disabilities Act of 1990Company under the leases for the Leased Real Property.

Assets. (a) Except as disclosed in Section 3.10(a) of the Seller Disclosure Memorandum or as disclosed or reserved against in the Seller Financial Statements delivered prior to the date of this Agreement, the Seller Entities have Each Target Entity has good and marketable titletitle to those Assets reflected in the most recent Target Financial Statements as being owned by such Target Entity or acquired after the date thereof (except Assets sold or otherwise disposed of since the date thereof in the Ordinary Course), free and clear of all Liens, to except (a) statutory Liens securing payments not yet due, (b) Liens for real property Taxes not yet due and payable, (c) easements, rights of way, and other similar encumbrances that do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Liens”). Target is the fee simple owner of all owned real property and the lessee of their respective Assets that they own. In addition, all tangible properties used leasehold estates reflected in the businesses most recent Target Financial Statements, free and clear of all Liens of any nature whatsoever, except for Permitted Liens, and is in possession of the Seller Entities properties purported to be owned or leased thereunder, as applicable. There are in good conditionno pending or, reasonable wear to the Knowledge of Target, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by Target. Target and tear excepted, its Subsidiaries own or lease all properties as are necessary to their operations as now conducted and are usable no person has any option or right to acquire or purchase any ownership interest in the ordinary course of business consistent with Seller’s past practicesowned real property or any portion thereof. (b) All Assets which Section 4.12(b) of the Target Disclosure Memorandum sets forth a complete and correct list of all street addresses and fee owners of all real property owned, leased or licensed by any Target Entity or otherwise occupied by a Target Entity or used or held for use by any Target Entity (collectively, the “Real Property”). Other than as set forth on Section 4.12(b) of the Target Disclosure Memorandum, there are material to Seller’s business, held under leases or subleases by no Persons in possession of any portion of any of the Seller Entities, are held under valid Contracts enforceable in accordance with their respective terms, (except as enforceability may be limited Real Property owned or leased by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transferany Target Entity other than such Target Entity, and similar laws no Person other than a Target Entity has the right to use or occupy for any purpose any portion of general applicability relating any of the Real Property owned, leased or licensed by a Target Entity. Target or a Target Subsidiary has good and marketable fee title to all Real Property owned by it free and clear of all Liens, except Permitted Liens. There are no outstanding options, rights of first offer or affecting creditors’ refusal or other pre-emptive rights or by general equity principles) and each purchase rights with respect to any such Contract is in full force and effectowned Real Property. (c) The Seller Entities currently maintain insurance, including bankers’ blanket bonds, with insurers All leases of recognized financial responsibility, in such amounts as the management of Seller reasonably has determined to be prudent in accordance with industry practice. None of the Seller Entities has received notice from Real Property under which any insurance carrier that (i) any policy of insurance will be canceled or that coverage thereunder will be reduced or eliminated, (ii) premium costs with respect to such policies of insurance will be substantially increased, or (iii) similar coverage will be denied or limited or not extended or renewed with respect to any Seller Target Entity, any act or occurrenceas lessee, or that any Assetleases Real Property, officerare valid, director, employee or agent of any Seller Entity will not be covered by such insurance or bond. There are presently no claims for amounts exceeding $25,000 individually or in the aggregate pending under such policies of insurance or bonds, and no notices of claims in excess of such amounts have been given by any Seller Entity under such policies. Seller has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bond. (d) The Assets of the Seller Entities include all material Assets required by Seller Entities to operate the business of the Seller Entities as presently conducted. All real and personal property which is material to the business of Seller or the Seller Entities that is leased or licensed by it is held pursuant to leases or licenses which are valid binding and enforceable in accordance with their respective terms (except as enforceability may be limited and Target or such Target Subsidiary has good and marketable leasehold interests to all Real Property leased by applicable bankruptcythem. There is not under any such lease any material existing Default by any Target Entity or, insolvencyto Target’s Knowledge, reorganizationany other party thereto, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and such leases and licenses will not terminate any event which with notice or lapse prior to of time would constitute such a material Default and all rent and other sums and charges due and payable under such lease have been paid. (d) The Assets reflected in the Effective Time or thereafter by reason of completion of the Merger. All improved real property most recent Target Financial Statements which are owned or leased by Seller or Seller the Target Entities, and in combination with the Real Property, the Intellectual Property of any Target Entity, and contractual benefits and burdens of the Target Entities, constitute, as of the Closing Date, all of the Assets, rights and interests necessary to enable the Target Entities to operate consolidated businesses in the Ordinary Course and as the same is in material compliance with all applicable laws, including zoning laws and expected to be conducted on the Americans with Disabilities Act of 1990Closing Date.

Assets. (a) Except as disclosed in Section 3.10(a) of the Seller Disclosure Memorandum or as disclosed or reserved against in the Seller Financial Statements delivered prior to the date of this Agreement, the Seller Entities have Each IAB Entity has good and marketable titletitle to those Assets reflected in the latest IAB Financial Statements as being owned by such IAB Entity or acquired after the date thereof (except for Assets sold or otherwise disposed of since the date thereof in the Ordinary Course), free and clear of all Liens, to all of their respective Assets that they own. In addition, all tangible properties used in the businesses of the Seller Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with Seller’s past practices. except: (a) statutory Liens securing payments not yet due; (b) All Assets which are material to Seller’s businessLiens for real property Taxes not yet due and payable; (c) easements, held under leases or subleases by any rights of way, and other similar encumbrances that do not materially affect the use of the Seller Entities, are held under valid Contracts enforceable in accordance with their respective termsproperties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties; and, (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, "Permitted Liens"). IAB is the fee simple owner of all owned real property and the lessee of all leasehold estates each as reflected in the latest IAB Financial Statements, free and clear of all Liens of any nature whatsoever, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transferfor Permitted Liens, and similar laws is in possession of general applicability relating the properties purported to be owned or affecting creditors’ rights or by general equity principles) leased thereunder, as applicable, and each such Contract lease is in full force and effect. (c) The Seller Entities currently maintain insurancevalid without Default thereunder by the lessee or, including bankers’ blanket bondsto the Knowledge of IAB, with insurers of recognized financial responsibility, in such amounts as the management of Seller reasonably has determined to be prudent in accordance with industry practice. None of the Seller Entities has received notice from any insurance carrier that (i) any policy of insurance will be canceled or that coverage thereunder will be reduced or eliminated, (ii) premium costs with respect to such policies of insurance will be substantially increased, or (iii) similar coverage will be denied or limited or not extended or renewed with respect to any Seller Entity, any act or occurrence, or that any Asset, officer, director, employee or agent of any Seller Entity will not be covered by such insurance or bondlessor. There are presently no claims for amounts exceeding $25,000 individually or in the aggregate pending under such policies of insurance or bondsor, and no notices of claims in excess of such amounts have been given by any Seller Entity under such policies. Seller has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bond. (d) The Assets of the Seller Entities include all material Assets required by Seller Entities to operate the business of the Seller Entities as presently conducted. All real and personal property which is material to the business Knowledge of Seller IAB, threatened condemnation or the Seller Entities eminent domain proceedings against any real property that is leased or licensed by it is held pursuant to leases or licenses which are valid and enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and such leases and licenses will not terminate or lapse prior to the Effective Time or thereafter by reason of completion of the Merger. All improved real property owned or leased by Seller IAB. IAB and its Subsidiaries own or Seller Entities is lease all properties as are necessary to their operations as now conducted and no person has any option or right to acquire or purchase any ownership interest in material compliance with all applicable lawsthe owned real property, including zoning laws and the Americans with Disabilities Act of 1990or any portion thereof.

Assets. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Hatteras Sellers shall, sell, transfer, set over, convey, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from the Hatteras Sellers, all right, title and interest of the Hatteras Sellers in and to any and all their respective properties, assets and rights of every nature, kind and description, tangible and intangible (including goodwill), whether real, personal or mixed, whether accrued, contingent or otherwise and whether now existing or hereinafter acquired (other than the Excluded Assets) as the same may exist on the Closing Date (collectively, the “Assets”), including the following Assets: (a) Except as disclosed all accounts receivable due to each Hatteras Seller and, to the extent not otherwise described in Section 3.10(aclauses (b)-(x) below, all other current assets reflected on the Closing Statement; (b) all deposits (including customer deposits, security deposits for rent, electricity, telephone or otherwise and required capital deposits), escrowed funds for Assumed Liabilities and prepaid charges and expenses of the Seller Disclosure Memorandum Hatteras Group associated with the Business; (c) all Intellectual Property owned by, issued to or as disclosed licensed to any member of the Hatteras Group that relates to or reserved against is used in or held for use in the Seller Financial Statements delivered prior Business or in connection with the Business, including, the items set forth on Schedule 2.1(c), together with all income, royalties, damages and payments due or payable to such Hatteras Group member as of the Closing or thereafter (including damages and payments for past, present or future infringements or misappropriations thereof), the right to sxx and recover for past infringements or misappropriations thereof and any and all corresponding rights that, now or hereafter, may be secured throughout the world and all copies and tangible embodiments thereof (collectively, the “Transferred Intellectual Property”); (d) the goodwill of the Business, including the exclusive right of Purchaser to (i) represent itself as carrying on the Business in continuation of and in succession to the date Hatteras Group, and (ii) use any words indicating that the Business is so carried on, including the Hatteras Group’s right, title and interest in and to the Names “Hatteras” and “Defining Alternatives” or any variations thereof; (e) all Leased Real Property and rights thereunder and all improvements, fixtures and fittings thereon, and easements, rights-of-way and other appurtenances thereto (such as appurtenant rights in and to public streets); (f) except as may otherwise be expressly set forth herein, all rights under all Business Contracts; (g) all credits, prepaid expenses, deferred charges, security deposits and prepaid items; (h) subject to Section 2.2(c) and Section 6.6, all Books and Records of this Agreementthe Business, which shall include (i) all account statements and all worksheets and other documentation necessary to demonstrate the calculation of the performance or rate of return of each Client account, as required by Applicable Law, including (A) Rule 204-2(a)(16) under the Investment Advisers Act, (B) Rule 482 under the Securities Act and (C) as otherwise required by the SEC or FINRA or the staffs thereof, and (ii) all other Books and Records of the Business required to be maintained under Applicable Law, including Rule 204-2 under the Investment Advisers Act; (i) all Documents, but excluding (i) personnel files for employees who are not Transferred Employees, (ii) such files as may be required under Applicable Law regarding privacy, and (iii) any Documents related to any Excluded Assets; (j) all Governmental Approvals, including all applications therefor; (k) all rights to causes of action, lawsuits, claims and demands of any nature available to or being pursued by any of the Hatteras Group members with respect to the Assets or the Assumed Liabilities other than those that are Excluded Assets; (l) all guarantees, warranties, indemnities and similar rights in favor of each Hatteras Group member with respect to the Assets or the Business; (m) all computer hardware and software used by each Hatteras Group member including all rights under Contracts relating thereto; (n) the cash, cash equivalents and bank accounts, and brokerage accounts and similar accounts of the Hatteras Group members, including deposits in transit, listed on Schedule 2.1(n); (o) all assets reflected on the Baseline Balance Sheet other than those that are Excluded Assets; (p) all telephone and facsimile numbers; (i) the Tax records and records relating to the Transferred Employees, and (ii) all personnel files relating to the Transferred Employees; (r) all service Contracts, warranties, equipment leases, guarantees, bonds, architectural, engineering and other plans and drawings, building permits, utility reservations or allocations arrangements and/or commitments relating to any Leased Real Property; (s) all insurance proceeds arising out of or related to damage, destruction or loss of any property or asset of or used in connection with any Leased Real Property to the extent of any damage or destruction that remains unrepaired, or to the extent any property or asset remains unreplaced, as of the Closing Date; (t) subject to Section 6.18, all incentive fees or payments, whether contingent or due, owed by any Person in connection with the Business to which any Hatteras Group member may now or in the future be entitled; (u) subject to Section 6.18, the Seller Entities have good general partner and marketable titlespecial limited partner interests in the Funds included in the Business; (v) all track record and related historical performance data related to the Business; (w) all the equity interests of the BD Subsidiary and the qualifications to conduct business as foreign corporations, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seal, minute book, unit transfer book, unit certificates, and other documents relating to the organization, maintenance, and existence of the BD Subsidiary; and (x) all other assets listed on Schedule 2.1(x). To the extent any assets of the Business (other than Excluded Assets) within the description of clauses (a) – (x) above are owned, managed or leased by an Affiliate of any Hatteras Seller, (i) such items are included within the term “Assets”, and (ii) the Hatteras Sellers and Principals shall cause each such Affiliate, at the Closing, to convey such Assets to Purchaser, in accordance with the provisions hereof. Upon the terms and subject to the conditions hereof, at the Closing, the Assets shall be transferred or otherwise conveyed to Purchaser free and clear of all Liens, to all of their respective Assets that they own. In addition, all tangible properties used in the businesses of the Seller Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with Seller’s past practicesEncumbrances excepting only Permitted Encumbrances. (b) All Assets which are material to Seller’s business, held under leases or subleases by any of the Seller Entities, are held under valid Contracts enforceable in accordance with their respective terms, (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and each such Contract is in full force and effect. (c) The Seller Entities currently maintain insurance, including bankers’ blanket bonds, with insurers of recognized financial responsibility, in such amounts as the management of Seller reasonably has determined to be prudent in accordance with industry practice. None of the Seller Entities has received notice from any insurance carrier that (i) any policy of insurance will be canceled or that coverage thereunder will be reduced or eliminated, (ii) premium costs with respect to such policies of insurance will be substantially increased, or (iii) similar coverage will be denied or limited or not extended or renewed with respect to any Seller Entity, any act or occurrence, or that any Asset, officer, director, employee or agent of any Seller Entity will not be covered by such insurance or bond. There are presently no claims for amounts exceeding $25,000 individually or in the aggregate pending under such policies of insurance or bonds, and no notices of claims in excess of such amounts have been given by any Seller Entity under such policies. Seller has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bond. (d) The Assets of the Seller Entities include all material Assets required by Seller Entities to operate the business of the Seller Entities as presently conducted. All real and personal property which is material to the business of Seller or the Seller Entities that is leased or licensed by it is held pursuant to leases or licenses which are valid and enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and such leases and licenses will not terminate or lapse prior to the Effective Time or thereafter by reason of completion of the Merger. All improved real property owned or leased by Seller or Seller Entities is in material compliance with all applicable laws, including zoning laws and the Americans with Disabilities Act of 1990.

Assets. (a) Except as disclosed in Section 3.10(a) of set forth on the Seller Disclosure Memorandum or as disclosed or reserved against in the Seller Financial Statements delivered prior to the date of this Agreement"Assets Schedule" attached hereto, the Seller Entities have Company owns good and marketable titletitle to, or a valid leasehold interest in, or license of, or right to use free and clear of all Liens other than Permitted Liens, to all of their respective the properties and assets (whether real, personal, or mixed and whether tangible or intangible) which are shown on the Latest Balance Sheet, or which have been acquired thereafter, or which are listed on the Real Property Schedule, and which are used by the Company in the current conduct of its business, except for personal property and assets sold since the date of the Latest Balance Sheet in the Ordinary Course of Business. Except as set forth on the Assets that they own. In additionSchedule, all none of the Stockholders, any Subsidiary of any Stockholder or any Insiders (other than the Company) own any properties or assets (whether real, personal, or mixed and whether tangible properties or intangible) which are used in the businesses business of the Seller Entities Company as currently conducted. (b) The buildings, improvements, fixtures, machinery, equipment, personal properties, vehicles, and other tangible assets of the Company located upon or used in connection with the Leased Real Property are operated in conformity in all material respects with all Applicable Laws, are in good conditioncondition and repair, reasonable wear and tear excepted, and are usable in the ordinary course Ordinary Course of Business. The Company owns or leases under valid leases all buildings, machinery, equipment, and other tangible assets necessary for the conduct of its business consistent with Seller’s past practices. (b) All Assets which as currently conducted. To the knowledge of the Company and the Stockholders, there are material to Seller’s business, held under leases no structural deficiencies or subleases by latent defects affecting any of the Seller Entities, are held under valid Contracts enforceable in accordance with their respective terms, (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transferimprovements and fixtures located on the Leased Real Property, and similar laws there are no facts or conditions affecting any of general applicability relating to such improvements or affecting creditors’ rights or by general equity principles) and each such Contract is in full force and effect. (c) The Seller Entities currently maintain insurancefixtures which would, including bankers’ blanket bonds, with insurers of recognized financial responsibility, in such amounts as the management of Seller reasonably has determined to be prudent in accordance with industry practice. None of the Seller Entities has received notice from any insurance carrier that (i) any policy of insurance will be canceled or that coverage thereunder will be reduced or eliminated, (ii) premium costs with respect to such policies of insurance will be substantially increased, or (iii) similar coverage will be denied or limited or not extended or renewed with respect to any Seller Entity, any act or occurrence, or that any Asset, officer, director, employee or agent of any Seller Entity will not be covered by such insurance or bond. There are presently no claims for amounts exceeding $25,000 individually or in the aggregate pending under such policies aggregate, interfere in any material respect with their use or any portion thereof in the operation of insurance or bondsthe Company's business as currently operated. To the knowledge of the Company and the Stockholders, the Leased Real Property has direct access to a public street adjoining the Leased Real Property, and no notices of claims in excess of such amounts have been given by access is not dependent on any Seller Entity under such policies. Seller has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions land or other insurance or bankers’ blanket bond. (d) The Assets of the Seller Entities include all material Assets required by Seller Entities to operate the business of the Seller Entities as presently conducted. All real and personal property interest which is material to not included in the business of Seller or the Seller Entities that is leased or licensed by it is held pursuant to leases or licenses which are valid and enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and such leases and licenses will not terminate or lapse prior to the Effective Time or thereafter by reason of completion of the Merger. All improved real property owned or leased by Seller or Seller Entities is in material compliance with all applicable laws, including zoning laws and the Americans with Disabilities Act of 1990Leased Real Property.

Assets. (a) Except as disclosed in Section 3.10(a) of the Seller Disclosure Memorandum or as disclosed or reserved against in the Seller Financial Statements delivered prior to the date of this Agreement, the Seller Entities The Companies have good and marketable titletitle to, or a valid leasehold interest in, all properties and assets used by the Companies, located on their premises or shown on the September Balance Sheet, the March Balance Sheet or acquired after the date thereof, free and clear of all Liens (other than properties and assets disposed of for fair consideration in the ordinary course of business since the date of the September Balance Sheet and the March Balance Sheet and except for Liens disclosed on the September Balance Sheet and the March Balance Sheet (including any notes thereto) and Permitted Liens). The Companies own, have a valid leasehold interest in or have the valid and enforceable right to use all assets, tangible or intangible, necessary for the conduct of their business as presently conducted and as presently proposed to be conducted. All of the Companies' buildings (including all components of such buildings, structures and other improvements), equipment, machinery, fixtures, improvements and other tangible assets (whether owned or leased) are in good condition and repair (ordinary wear and tear excepted) and are fit for use in the ordinary course of the Companies' business as presently conducted and as presently proposed to be conducted. All such assets have been installed and maintained in all material respects in accordance with all applicable laws, regulations and ordinances. The attached ASSETS SCHEDULE sets forth and describes in reasonable detail the actual out-of-pocket capital expenditures (as determined in accordance with GAAP) made by the Companies during the twelve-months ended September 30, 1999 and the twelve-months ended March 31, 2000. (b) None of the Companies owns any real property or possesses any right to acquire any real property. The LEASED REAL PROPERTY SCHEDULE attached hereto contains a complete list of all real property leased or subleased by the Companies (individually "LEASED REAL PROPERTY" and collectively, the "LEASED REALTY"). The Companies have previously delivered to Buyer's special counsel complete and accurate copies of each of the leases for the Leased Realty (the "REALTY LEASES"). With respect to each Realty Lease: (i) the Realty Lease is legal, valid, binding, enforceable and in full force and effect and will continue to be legal, valid, binding, enforceable and in full force and effect after the Closing; (ii) neither the Companies nor any other party to the Realty Lease is in breach or default, and no event has occurred which, with notice or lapse of time or both, could constitute such a breach or default or permit termination, modification or acceleration under the Realty Lease; (iii) no party to the Realty Lease has repudiated any provision thereof; (iv) there are no disputes, oral agreements or forbearance programs in effect as to the Realty Lease; (v) the Realty Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to Buyer; and (vi) the Companies have not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Realty Lease. (c) F&M Properties LLC has fee simple title to the real property located at 000 Xxxx 000xx Xxxxxx, Xxxxx, Xxx Xxxx and 0000 Xxxxxxxx Xxxxxx, Xxxxx, Xxx Xxxx which is leased to the Companies pursuant to the Real Estate Leases, free and clear of all Liens, to all of their respective Assets that they own. In addition, all tangible except Permitted Liens and does not lease or sublease the properties used in the businesses of the Seller Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with Seller’s past practices. (b) All Assets which are material to Seller’s business, held under leases or subleases by any of the Seller Entities, are held under valid Contracts enforceable in accordance with their respective terms, (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and each such Contract is in full force and effect. (c) The Seller Entities currently maintain insurance, including bankers’ blanket bonds, with insurers of recognized financial responsibility, in such amounts as the management of Seller reasonably has determined to be prudent in accordance with industry practice. None of the Seller Entities has received notice from any insurance carrier that (i) any policy of insurance will be canceled or that coverage thereunder will be reduced or eliminated, (ii) premium costs with respect to such policies of insurance will be substantially increased, or (iii) similar coverage will be denied or limited or not extended or renewed with respect to any Seller Entity, Person other than the Companies and does not allow any act or occurrence, or that any Asset, officer, director, employee or agent of any Seller Entity will not be covered by Person other than the Companies to use such insurance or bond. There are presently no claims for amounts exceeding $25,000 individually or in the aggregate pending under such policies of insurance or bonds, and no notices of claims in excess of such amounts have been given by any Seller Entity under such policies. Seller has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bondproperties. (d) The Assets of F.M.P. Holding Corp. has fee simple title to the Seller Entities include all material Assets required by Seller Entities to operate the business of the Seller Entities as presently conducted. All real and personal property located at 000 Xxxxx 000, Xxxxxxxxxxx, Xxx Xxxx which is material leased to the business of Seller or the Seller Entities that is leased or licensed by it is held Companies pursuant to leases a Real Estate Lease, free and clear of all Liens, except Permitted Liens and does not lease or licenses which are valid sublease the property to any Person other than the Companies and enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating does not allow any Person other than the Companies to or affecting creditors’ rights or by general equity principles) and use such leases and licenses will not terminate or lapse prior to the Effective Time or thereafter by reason of completion of the Merger. All improved real property owned or leased by Seller or Seller Entities is in material compliance with all applicable laws, including zoning laws and the Americans with Disabilities Act of 1990property.

Assets. (a) Except as disclosed in Section 3.10(a) set forth on the attached Assets Schedule, the Company or one of the Seller Disclosure Memorandum Retained Subsidiaries has good and marketable title to, or as disclosed a valid leasehold interest in, all properties and assets used by it, located on its premises or reserved against in shown on the Seller Financial Statements delivered prior to Latest Balance Sheet or acquired after the date of this Agreement, the Seller Entities have good and marketable titleLatest Balance Sheet, free and clear of all Liens, to all Liens (other than properties and assets disposed of their respective Assets that they own. In addition, all tangible properties used in the businesses of the Seller Entities are in good condition, reasonable wear and tear excepted, and are usable for fair consideration in the ordinary course of business consistent since the dates of such balance sheets and except for Liens for current property taxes not yet due and payable and Permitted Liens). The Company and each of its Retained Subsidiaries owns, has a valid leasehold interest in or has the valid and enforceable right to use all tangible assets necessary for the conduct of its business as presently conducted and as presently proposed to be conducted. Except as set forth on the attached Assets Schedule, all of the Company's and the Retained Subsidiaries' buildings (including all components of such buildings, structures and other improvements), equipment, machinery, fixtures, improvements and other tangible assets (whether owned or leased) are fit for use in the ordinary course of the Company's and such Retained Subsidiaries' business as presently conducted. All such assets have been installed and maintained in all material respects in accordance with Seller’s past practicesindustry standards. The Excluded Subsidiaries do not own or (except to the extent provided in the Manufacturing Agreement) have an interest in any assets used by the Retained Businesses. (b) All Assets which are material to Seller’s businessThe Leased Real Property Schedule attached hereto contains a complete list of all real property leased, held under leases subleased or subleases occupied by the Company or any of the Seller EntitiesRetained Subsidiaries (individually "Leased Real Property" and collectively, are held under the "Leased Realty"). Neither the Company nor any of its Subsidiaries owns any real property. The Company or one of the Retained Subsidiaries has a valid Contracts enforceable leasehold interest in accordance with their respective termseach Leased Real Property, subject only to Permitted Liens. The Company has previously delivered to Buyer's special counsel complete and accurate copies of each of the leases for the Leased Realty (the "Realty Leases"). No Excluded Subsidiary is a party to any lease or sublease except as enforceability may be limited by applicable bankruptcyset forth on the Leased Real Property Schedule. With respect to each Realty Lease: (i) the Realty Lease is legal, insolvencyvalid, reorganizationbinding, moratorium fraudulent transfer, enforceable and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and each such Contract is in full force and effect. (c) The Seller Entities currently maintain insurance, including bankers’ blanket bonds, with insurers of recognized financial responsibility, in such amounts as the management of Seller reasonably has determined to be prudent in accordance with industry practice. None of the Seller Entities has received notice from any insurance carrier that (i) any policy of insurance will be canceled or that coverage thereunder will be reduced or eliminated, ; (ii) premium costs neither the Company nor any of the Retained Subsidiaries nor, to the knowledge of the Company, any other party to the Realty Lease is in breach or default, and, to the knowledge of the Company, no event has occurred which, with respect to notice or lapse of time or both, would constitute such policies of insurance will be substantially increaseda breach or default or permit termination, modification or acceleration under the Realty Lease; (iii) similar coverage will be denied the Realty Lease has not been modified, except to the extent that such modifications are disclosed by the documents delivered to Buyer; (iv) neither the Company nor any of the Retained Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust or limited or not extended or renewed with respect to encumbered any Seller Entity, any act or occurrence, or that any Asset, officer, director, employee or agent of any Seller Entity will not be covered by such insurance or bond. There are presently no claims for amounts exceeding $25,000 individually or interest in the aggregate pending under Realty Lease; and (v) the other party to such policies of insurance or bonds, and no notices of claims in excess of such amounts have been given by any Seller Entity under such policies. Seller has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bond. (d) The Assets Realty Lease is not an Affiliate of the Seller Entities include all material Assets required by Seller Entities to operate the business of the Seller Entities as presently conducted. All real and personal property which is material to the business of Seller Company or the Seller Entities that is leased or licensed by it is held pursuant to leases or licenses which are valid and enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and such leases and licenses will not terminate or lapse prior to the Effective Time or thereafter by reason of completion of the Merger. All improved real property owned or leased by Seller or Seller Entities is in material compliance with all applicable laws, including zoning laws and the Americans with Disabilities Act of 1990its Subsidiaries.

Assets. (a) Except as disclosed in Section 3.10(a) of the Seller Disclosure Memorandum or as disclosed or reserved against in the Seller Financial Statements delivered prior to the date of this Agreement, the Seller Entities have Each Reliance Entity has good and marketable titletitle to those Assets reflected in the most recent Reliance Financial Statements as being owned by such Reliance Entity or acquired after the date thereof (except Assets sold or otherwise disposed of since the date thereof in the Ordinary Course), free and clear of all Liens, to except (a) statutory Liens securing payments not yet due, (b) Liens for real property Taxes not yet due and payable, (c) easements, rights of way, and other similar encumbrances that do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Liens”). Reliance is the fee simple owner of all owned real property and the lessee of their respective Assets that they own. In addition, all tangible properties used leasehold estates reflected in the businesses most recent Reliance Financial Statements, free and clear of all Liens of any nature whatsoever, except for Permitted Liens, and is in possession of the Seller Entities properties purported to be owned or leased thereunder, as applicable. There are in good conditionno pending or, reasonable wear to the Knowledge of Reliance, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by Reliance. Reliance and tear excepted, its Subsidiaries own or lease all properties as are necessary to their operations as now conducted and are usable no person has any option or right to acquire or purchase any ownership interest in the ordinary course of business consistent with Seller’s past practicesowned real property or any portion thereof. (b) All Assets which Section 4.12(b) of the Reliance Disclosure Memorandum sets forth a complete and correct list of all street addresses and fee owners of all real property owned, leased or licensed by any Reliance Entity or otherwise occupied by a Reliance Entity or used or held for use by any Reliance Entity (collectively, the “Real Property”). Other than as set forth on Section 4.12(b) of the Reliance Disclosure Memorandum, and subject to Permitted Liens, (i) there are material to Seller’s business, held under leases or subleases by no Persons in possession of any portion of any of the Seller Entities, are held under valid Contracts enforceable in accordance with their respective terms, (except as enforceability may be limited Real Property owned or leased by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent transferany Reliance Entity other than such Reliance Entity, and similar laws (ii) no Person other than a Reliance Entity has the right to use or occupy for any purpose any portion of general applicability relating any of the Real Property owned, leased or licensed by a Reliance Entity. Reliance or a Reliance Subsidiary has good and marketable fee title to all Real Property owned by it free and clear of all Liens, except Permitted Liens. There are no outstanding options, rights of first offer or affecting creditors’ refusal or other pre-emptive rights or by general equity principles) and each purchase rights with respect to any such Contract is in full force and effectowned Real Property. (c) The Seller Entities currently maintain insurance, including bankers’ blanket bonds, with insurers All leases of recognized financial responsibility, in such amounts as the management of Seller reasonably has determined to be prudent in accordance with industry practice. None of the Seller Entities has received notice from Real Property under which any insurance carrier that (i) any policy of insurance will be canceled or that coverage thereunder will be reduced or eliminated, (ii) premium costs with respect to such policies of insurance will be substantially increased, or (iii) similar coverage will be denied or limited or not extended or renewed with respect to any Seller Reliance Entity, any act or occurrenceas lessee, or that any Assetleases Real Property, officerare valid, director, employee or agent of any Seller Entity will not be covered by such insurance or bond. There are presently no claims for amounts exceeding $25,000 individually or in the aggregate pending under such policies of insurance or bonds, and no notices of claims in excess of such amounts have been given by any Seller Entity under such policies. Seller has made no claims, and no claims are contemplated to be made, under its directors’ and officers’ errors and omissions or other insurance or bankers’ blanket bond. (d) The Assets of the Seller Entities include all material Assets required by Seller Entities to operate the business of the Seller Entities as presently conducted. All real and personal property which is material to the business of Seller or the Seller Entities that is leased or licensed by it is held pursuant to leases or licenses which are valid binding and enforceable in accordance with their respective terms (except as enforceability may be limited and the Reliance Entities have good and marketable leasehold interests to all Real Property leased by applicable bankruptcythem. There is not under any such lease any material existing Default by any Reliance Entity or, insolvencyto Reliance’s Knowledge, reorganizationany other party thereto, moratorium fraudulent transfer, and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and such leases and licenses will not terminate any event which with notice or lapse prior to of time would constitute such a material Default and all rent and other sums and charges due and payable under such lease have been paid. (d) The Assets reflected in the Effective Time or thereafter by reason of completion of the Merger. All improved real property most recent Reliance Financial Statements which are owned or leased by Seller or Seller the Reliance Entities, and in combination with the Real Property, the Intellectual Property of any Reliance Entity, and contractual benefits and burdens of the Reliance Entities, constitute, as of the Closing Date, all of the Assets, rights and interests necessary to enable the Reliance Entities to operate consolidated businesses in the Ordinary Course and as the same is in material compliance with all applicable laws, including zoning laws and expected to be conducted on the Americans with Disabilities Act of 1990Closing Date.