Common use of Capitalization; Title to Property Clause in Contracts

Capitalization; Title to Property. (a) The capitalization of each of the Acquired Companies is set forth on Section 2.2(a) of the Disclosure Schedule. All of the issued and outstanding Equity Interests, and all of the issued and outstanding equity interests of each subsidiary of an Acquired Company, are duly authorized, validly issued, fully paid and nonassessable, in each case, where such concepts are applicable. Except for the Equity Interests, there are no outstanding equity interests of any of the Acquired Companies that are not owned by a Seller or another Acquired Company. There are no outstanding or authorized options, warrants, rights, agreements or commitments to which PKI or any of its subsidiaries is a party or which are binding upon PKI or any of its subsidiaries providing for the issuance, disposition or acquisition of any equity interests of any Acquired Company. There is no outstanding or authorized security, stock appreciation, phantom stock or similar right (i) providing for the issuance, disposition or acquisition of any equity interests of any Acquired Company, (ii) that gives any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders of equity interests of any Acquired Company or (iii) that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Acquired Companies. There are no agreements, voting trusts or proxies with respect to the voting, or registration under the Securities Act of 1933, as amended, of the Equity Interests. The aggregate amount of Indebtedness of the Acquired Companies as of 12:01 AM eastern time on the Closing Date as set forth in the Cash Consideration Statement will not be understated in any material respect. (b) All of the issued and outstanding Equity Interests are owned of record and beneficially by one of the Equity Interest Sellers, and in each case such Equity Interest Seller has good and valid title to the Equity Interests owned by it, free and clear of any Security Interest (as defined in Section 2.2(d)), contractual restriction or covenant, option or other adverse claim (whether arising by contract or by operation of law), other than applicable securities law restrictions, and, at the Closing, Buyer will acquire from the Equity Interest Sellers good and valid title to the Equity Interests of each of the Acquired Companies, free and clear of any Security Interest. (c) PKI and each of the Asset Sellers, as applicable, has good title to, or a valid leasehold interest in, the material property included in the Transferred Assets of PKI or such Asset Seller, free and clear of any Security Interests. (d) For purposes of this Agreement, “Security Interest” means any mortgage, pledge, security interest, encumbrance, charge or other lien (whether arising by contract or by operation of law), other than (i) mechanic’s, materialmen’s, landlord’s and similar liens, (ii) liens arising under worker’s compensation, unemployment insurance, social security, retirement and similar legislation, (iii) liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the Ordinary Course of Business, (iv) liens for Taxes not yet due and payable or which are being contested in good faith and by appropriate proceedings, (v) liens relating to capitalized lease financings or purchase money financings that have been entered into in the Ordinary Course of Business, (vi) liens arising solely by action of Buyer, and (vii) liens which do not materially and adversely impair the use of the Transferred Assets or the assets of any of the Acquired Companies.

Capitalization; Title to Property. (a) The capitalization of each of the Acquired Companies SRT is set forth on Section 2.2(a) of the Disclosure Schedule. All of the issued and outstanding Equity Interests, and all shares of the issued and outstanding equity interests of each subsidiary of an Acquired Company, SRT Stock are duly authorized, validly issued, fully paid and nonassessable, in each case, where such concepts are applicable. Except for the Equity Interests, there are no outstanding equity interests of any of the Acquired Companies that are not owned by a Seller or another Acquired Company. There are no outstanding or authorized options, warrants, rights, agreements or commitments to which PKI or any of its subsidiaries SRT is a party or which are binding upon PKI or any of its subsidiaries SRT providing for the issuance, disposition or acquisition of any equity interests shares of any Acquired Companycapital stock of SRT. There is are no outstanding or authorized security, stock appreciation, phantom stock or similar right (i) providing for the issuance, disposition or acquisition of any equity interests of any Acquired Company, (ii) that gives any person the right rights with respect to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders of equity interests of any Acquired Company or (iii) that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Acquired CompaniesSRT. There are no agreements, voting trusts trusts, proxies or proxies understandings with respect to the voting, or registration under the Securities Act of 1933, as amendedamended (the "SECURITIES ACT"), of the Equity Interests. The aggregate amount of Indebtedness of the Acquired Companies as of 12:01 AM eastern time on the Closing Date as set forth in the Cash Consideration Statement will not be understated in any material respectSRT Stock. (b) All of the issued and outstanding Equity Interests shares of SRT Stock are owned of record and beneficially by one of the Equity Interest SellersSeller, and in each case such Equity Interest immediately prior to the Closing, Seller has will have good and valid title to the Equity Interests owned by itSRT Stock, free and clear of any Security Interest (as defined in Section 2.2(d)below), contractual restriction or covenant, option or other adverse claim (whether arising by contract or by operation of law), other than applicable securities law restrictions, and, at the Closing, Buyer will acquire from the Equity Interest Sellers good and valid title to the Equity Interests of each of the Acquired Companies, free and clear of any Security Interest. (c) PKI and each of the Asset Sellers, as applicable, . Seller has good title to, or or, in the case of assets which the Disclosure Schedule indicates are leased, a valid and binding leasehold interest in, the material property included in the Transferred Assets of PKI or such Asset SellerAcquired Assets, free and clear of any Security Interests. (dc) For purposes of this Agreement, “Security Interest” "SECURITY INTEREST" means any mortgage, pledge, security interest, encumbrance, charge or other lien (whether arising by contract or by operation of law), other than (i) mechanic’s's, materialmen’s's, landlord’s 's and similar liens, (ii) liens arising under worker’s 's compensation, unemployment insurance, social security, retirement and similar legislation, (iii) liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the Ordinary Course ordinary course of Businessbusiness consistent in all material respects with past custom and practice of the Business ("ORDINARY COURSE OF BUSINESS"), (iv) liens for Taxes not yet due and payable or payable, (v) liens for Taxes which are being contested in good faith and by appropriate proceedings, (vvi) liens relating to capitalized lease financings or purchase money financings that have been entered into in the Ordinary Course of Business, Business and (vivii) liens arising solely by action of Buyer, and (vii) liens which do not materially and adversely impair the use of the Transferred Assets or the assets of any of the Acquired Companies.

Capitalization; Title to Property. (a) The capitalization of each of the Acquired Companies in existence as of the date hereof is set forth on Section 2.2(a) of the Disclosure Schedule. All of the issued and outstanding Equity Interests, and all of the issued and outstanding equity interests of each subsidiary of an Acquired Company, are duly authorized, validly issued, fully paid and nonassessable, in each case, where such concepts are applicable. Except for the Equity Interests, there There are no outstanding equity interests of any of the Acquired Companies that are not owned by a Seller or another Acquired Company. There Except pursuant to the Pre-Closing Transactions, there are no outstanding or authorized options, warrants, rights, agreements or commitments to which PKI or any of its subsidiaries is a party or which are binding upon PKI or any of its subsidiaries providing for the issuance, disposition or acquisition of any equity interests of any Acquired Company. The equity interests of the Acquired Companies were issued in full compliance with all applicable securities Laws or exemptions therefrom and have not been issued in violation of any preemptive or similar rights. There is are no outstanding or authorized security, stock appreciation, phantom stock or similar right rights (i) providing for the issuance, disposition or acquisition of any equity interests of any Acquired Company, Company or (ii) that gives give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders of equity interests of any Acquired Company or (iii) that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Acquired CompaniesCompany. There are no (A) agreements, voting trusts or proxies with respect to the voting, sale or transfer, or registration under the Securities Act of 1933, as amended, of the Equity Interestsequity interests of any Acquired Company and (B) authorized or outstanding bonds, notes or other indebtedness having the right to vote (or that are convertible into or exchangeable for securities of any Acquired Company having the right to vote) with the members or other equity holders of any Acquired Company on any matter. The aggregate amount No person has any right of Indebtedness first offer, right of the first refusal, preemptive or similar right in connection with any future offer, sale or issuance of equity securities of any Acquired Companies as of 12:01 AM eastern time on the Closing Date as set forth in the Cash Consideration Statement will not be understated in any material respectCompany. (b) All of the issued and outstanding Equity Interests are owned of record and beneficially by one of the Equity Interest Sellers, and in each case such Equity Interest Seller has good and valid title to the Equity Interests owned by it, free and clear of any Security Interest (as defined in Section 2.2(d2.2(c)), contractual restriction or covenant, option or other adverse claim (whether arising by contract or by operation of lawLaw), other than applicable securities law restrictions, and, at . At the Closing, Buyer will acquire from the Equity Interest Sellers good and valid title to the Equity Interests of each of the Acquired CompaniesInterests, free and clear of any all Security InterestInterests, other than restrictions arising under applicable securities Laws. (c) PKI and each of the Asset Sellers, as applicable, has good title to, or a valid leasehold interest in, the material property included in the Transferred Assets of PKI or such Asset Seller, free and clear of any Security Interests. (d) For purposes of this Agreement, “Security Interest” means any mortgage, pledge, security interest, encumbrance, license, charge or other lien (whether arising by contract or by operation of lawLaw), other than and “Permitted Liens” mean (i) mechanic’s, materialmen’s, landlord’s and similar liensliens arising or incurred in the Ordinary Course of Business with respect to any amounts not yet due and payable or which are being contested in good faith through appropriate proceedings and for which reserves have been established on the Financial Statements in accordance with U.S. GAAP, (ii) liens arising under worker’s compensation, unemployment insurance, social security, retirement and similar legislationlegislation in the Ordinary Course of Business, (iii) liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the Ordinary Course of Business, (iv) liens for Taxes not yet due and payable or payable, (v) liens for Taxes which are being contested in good faith and by appropriate proceedingsproceedings and for which reserves have been established on the Financial Statements in accordance with U.S. GAAP, (vvi) liens relating to capitalized lease financings or purchase money financings that have been entered into in the Ordinary Course of Business, (vivii) non-exclusive licenses to Intellectual Property granted in the Ordinary Course of Business, (viii) liens arising under applicable securities Laws, (ix) liens arising solely by action of Buyer, (x) zoning, entitlement, building and other land use regulations imposed by Governmental Entities, which are not violated in any material rerespect and (viixi) liens covenants, conditions, restrictions, easements and other similar matters of record affecting title to real property and matters which would be disclosed by an inspection or accurate survey of each parcel of Real Property which, in each case, do not materially and adversely impair the occupancy or use of the Transferred Assets real property for the purposes for which it is currently used or proposed to be used in connection with the assets of any of the Acquired CompaniesBusiness.

Capitalization; Title to Property. (a) The capitalization of each of the Acquired Companies is set forth on Section 2.2(a3.2(a) of the Disclosure Schedule. All of the issued and outstanding Equity Interests, and all of the issued and outstanding equity interests of each subsidiary of an a First Tier Acquired Company, are duly authorized, validly issued, fully paid and nonassessable, in each case, where such concepts are applicable. Except for the Equity Interests, there are no outstanding equity interests or Derivative Securities of any of the Acquired Companies that are not owned by a Seller or another Acquired Company. There are no outstanding or authorized options, warrants, rights, agreements or commitments to which PKI GB Ltd. or any of its subsidiaries or any other person or entity is a party or which are binding upon PKI GB Ltd. or any of its subsidiaries or any other person or entity providing for the issuance, disposition or acquisition of any equity interests of any Acquired Company. There is no outstanding or authorized security, stock equity appreciation, phantom stock equity or similar other right (i) providing for the issuance, disposition or acquisition of any equity interests or Derivative Securities of any Acquired Company, (ii) that gives any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders of equity interests or Derivative Securities of any Acquired Company or (iii) that is or may become convertible into or exchangeable for any shares of the capital stock or other equity securities of the Acquired Companies. There are no agreements, voting trusts or proxies with respect to the voting, or registration under the Securities Act of 1933, as amended, of the Equity Interests. The aggregate amount Interests or the equity interests of Indebtedness each of subsidiary of a First Tier Acquired Company (and as of the Acquired Companies as of 12:01 AM eastern time on the Closing Date as set forth in the Cash Consideration Statement will not be understated in any material respectClosing, other than Integer Ireland Medical Limited and Star Guide Limited). (b) All of the issued and outstanding Equity Interests are owned of record and beneficially by one of the Equity Interest Sellers, and in each case such Equity Interest Seller has good and valid title to the Equity Interests owned by it, free and clear of any Security Interest (as defined in Section 2.2(d))Interest, contractual restriction or covenant, option or other adverse claim (whether arising by contract or by operation of lawLaw), other than applicable securities law restrictionsLaw restrictions or as set forth on Section 3.2(b) of the Disclosure Schedule, and, at the Closing, Buyer will acquire from the Equity Interest Sellers good and valid title to the Equity Interests of each of the First Tier Acquired Companies, free and clear of any Security Interest. All of the issued and outstanding equity securities and Derivative Securities of each subsidiary of a First Tier Acquired Company (and as of the Closing, other than Integer Ireland Medical Limited and Star Guide Limited) are owned of record and beneficially by one of the First Tier Acquired Companies, and in each case such First Tier Acquired Company has good and valid title to the equity securities of such subsidiary, free and clear of any Security Interest, contractual restriction or covenant, option or other claim (whether arising by contract or by operation of Law), other than applicable securities Law restrictions or as set forth on Section 3.2(b) of the Disclosure Schedule. None of the Equity Interests or equity securities of any subsidiary of any First Tier Acquired Company (and as of the Closing, other than Integer Ireland Medical Limited and Star Guide Limited) was offered, issued, sold and delivered (i) other than in compliance with all applicable securities Laws or (ii) in violation of, and is not subject to, any preemptive, anti-dilution or subscription rights. (c) PKI GB Ltd. and each of the other Asset Sellers, as applicable, has good and marketable title to, or a valid leasehold interest in, the material property included in the Transferred Acquired Assets of PKI GB Ltd. or such other Asset Seller, free and clear of any Security Interests. (d) For purposes of this Agreement, “Security Interest” means any mortgage, pledge, security interest, encumbrance, charge or other lien (whether arising by contract or by operation of law), other than (ias set forth on Section 3.2(c) mechanic’s, materialmen’s, landlord’s and similar liens, (ii) liens arising under worker’s compensation, unemployment insurance, social security, retirement and similar legislation, (iii) liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the Ordinary Course of Business, (iv) liens for Taxes not yet due and payable or which are being contested in good faith and by appropriate proceedings, (v) liens relating to capitalized lease financings or purchase money financings that have been entered into in the Ordinary Course of Business, (vi) liens arising solely by action of Buyer, and (vii) liens which do not materially and adversely impair the use of the Transferred Assets or Disclosure Schedule. At the assets Closing, other than as set forth on Section 3.2(c) of the Disclosure Schedule, Buyer will acquire from the Asset Sellers good and valid title to the Acquired Assets, free and clear of any of the Acquired CompaniesSecurity Interest.

Capitalization; Title to Property. (a) The capitalization of each of the Acquired Companies in existence as of the Original Execution Date is set forth on Section 2.2(a) of the Disclosure Schedule. All of the issued and outstanding Equity Interests, and all of the issued and outstanding equity interests of each subsidiary of an Acquired Company, are duly authorized, validly issued, fully paid and nonassessable, in each case, where such concepts are applicable. Except for the Equity Interests, there There are no outstanding equity interests of any of the Acquired Companies that are not owned by a Seller or another Acquired Company. There Except pursuant to the Pre-Closing Transactions, there are no outstanding or authorized options, warrants, rights, agreements or commitments to which PKI or any of its subsidiaries is a party or which are binding upon PKI or any of its subsidiaries providing for the issuance, disposition or acquisition of any equity interests of any Acquired Company. The equity interests of the Acquired Companies were issued in full compliance with all applicable securities Laws or exemptions therefrom and have not been issued in violation of any preemptive or similar rights. There is are no outstanding or authorized security, stock appreciation, phantom stock or similar right rights (i) providing for the issuance, disposition or acquisition of any equity interests of any Acquired Company, Company or (ii) that gives give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders of equity interests of any Acquired Company or (iii) that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Acquired CompaniesCompany. There are no (A) agreements, voting trusts or proxies with respect to the voting, sale or transfer, or registration under the Securities Act of 1933, as amended, of the Equity Interestsequity interests of any Acquired Company and (B) authorized or outstanding bonds, notes or other indebtedness having the right to vote (or that are convertible into or exchangeable for securities of any Acquired Company having the right to vote) with the members or other equity holders of any Acquired Company on any matter. The aggregate amount No person has any right of Indebtedness first offer, right of the first refusal, preemptive or similar right in connection with any future offer, sale or issuance of equity securities of any Acquired Companies as of 12:01 AM eastern time on the Closing Date as set forth in the Cash Consideration Statement will not be understated in any material respectCompany. (b) All of the issued and outstanding Equity Interests are owned of record and beneficially by one of the Equity Interest Sellers, and in each case such Equity Interest Seller has good and valid title to the Equity Interests owned by it, free and clear of any Security Interest (as defined in Section 2.2(d2.2(c)), contractual restriction or covenant, option or other adverse claim (whether arising by contract or by operation of lawLaw), other than applicable securities law restrictions, and, at . At the Closing, Buyer Xxxxx will acquire from the Equity Interest Sellers good and valid title to the Equity Interests of each of the Acquired CompaniesInterests, free and clear of any all Security InterestInterests, other than restrictions arising under applicable securities Laws. (c) PKI and each of the Asset Sellers, as applicable, has good title to, or a valid leasehold interest in, the material property included in the Transferred Assets of PKI or such Asset Seller, free and clear of any Security Interests. (d) For purposes of this Agreement, “Security Interest” means any mortgage, pledge, security interest, encumbrance, license, charge or other lien (whether arising by contract or by operation of lawLaw), other than and “Permitted Liens” mean (i) mechanic’s, materialmen’s, landlord’s and similar liensliens arising or incurred in the Ordinary Course of Business with respect to any amounts not yet due and payable or which are being contested in good faith through appropriate proceedings and for which reserves have been established on the Financial Statements in accordance with U.S. GAAP, (ii) liens arising under worker’s compensation, unemployment insurance, social security, retirement and similar legislationlegislation in the Ordinary Course of Business, (iii) liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the Ordinary Course of Business, (iv) liens for Taxes not yet due and payable or payable, (v) liens for Taxes which are being contested in good faith and by appropriate proceedingsproceedings and for which reserves have been established on the Financial Statements in accordance with U.S. GAAP, (vvi) liens relating to capitalized lease financings or purchase money financings that have been entered into in the Ordinary Course of Business, (vivii) non-exclusive licenses to Intellectual Property granted in the Ordinary Course of Business, (viii) liens arising under applicable securities Laws, (ix) liens arising solely by action of Buyer, (x) zoning, entitlement, building and other land use regulations imposed by Governmental Entities, which are not violated in any material respect and (viixi) liens covenants, conditions, restrictions, easements and other similar matters of record affecting title to real property and matters which would be disclosed by an inspection or accurate survey of each parcel of Real Property which, in each case, do not materially and adversely impair the occupancy or use of the Transferred Assets real property for the purposes for which it is currently used or proposed to be used in connection with the assets of any of the Acquired CompaniesBusiness.

Capitalization; Title to Property. (a) The capitalization (including the amount of nominal share capital and the number as well as the legal and beneficial owner of all issued shares) of each of the Acquired Companies Business Subsidiaries is correctly set forth on Section 2.2(a) of the Disclosure Schedule. All of the issued and outstanding Equity Interestsshares of Stock, and all of the issued and outstanding equity interests shares of capital stock of each subsidiary Subsidiary of an Acquired Companya Business Subsidiary, are duly authorized, validly issued, fully paid and nonassessable, nonassessable and there has been no repayment of share capital in each case, where such concepts are applicablecontravention of applicable Law (including capital maintenance provisions). Except for the Equity InterestsStock, there are no outstanding shares of capital stock, equity interests or other equity securities of any of the Acquired Companies Companies. Each Business Subsidiary that are not is a Subsidiary of a Company is wholly owned by a Seller or another Acquired such Company. There Other than this Agreement, there are no outstanding or authorized options, warrants, rights, agreements or commitments to which PKI or any of its subsidiaries Subsidiaries is a party or which are binding upon PKI or any of its subsidiaries Subsidiaries providing for the issuance, disposition disposition, acquisition, redemption or acquisition exchange of any equity interests shares of capital stock of any Acquired CompanyBusiness Subsidiary. As of the date of this Agreement, none of the Business Subsidiaries are subject to contractual divestment requirements which may restrict foreign ownership rights or require some or all of the Stock to be transferred to (or new equity capital issued to) entities considered to be domestic entities in the jurisdiction in which they are domiciled. There is are no outstanding or authorized security, stock appreciation, phantom stock or similar right rights (i) providing for the issuance, disposition or acquisition of any equity interests shares of capital stock of any Acquired Company, Business Subsidiary or (ii) that gives give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders of equity interests shares of capital stock of any Acquired Company or (iii) that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Acquired CompaniesBusiness Subsidiary. There are no shareholders’ agreements, voting agreements, voting trusts or proxies with respect to the voting, or registration under the Securities Act of 1933, as amended, of the Equity InterestsStock. The aggregate amount “Subsidiary” or collectively, “Subsidiaries” shall mean, when used with reference to any person, any corporation, partnership, limited partnership, limited liability company, joint venture, stock company trust or other entity of Indebtedness which such person (either acting alone or together with its other Subsidiaries), directly or indirectly, owns or has the power to vote with respect to 50% or more of the Acquired Companies as capital stock or other voting interests, the holders of 12:01 AM eastern time on which are entitled to vote for the Closing Date as set forth in the Cash Consideration Statement will not be understated in any material respect. (b) All election of a majority of the issued and outstanding Equity Interests are owned board of record and beneficially by one directors or any similar governing body of the Equity Interest Sellerssuch corporation, and in each case such Equity Interest Seller has good and valid title to the Equity Interests owned by itpartnership, free and clear of any Security Interest (as defined in Section 2.2(d))limited partnership, contractual restriction or covenantlimited liability company joint venture, option stock company, trust or other adverse claim (whether arising by contract or by operation of law), other than applicable securities law restrictions, and, at the Closing, Buyer will acquire from the Equity Interest Sellers good and valid title to the Equity Interests of each of the Acquired Companies, free and clear of any Security Interestentity. (c) PKI and each of the Asset Sellers, as applicable, has good title to, or a valid leasehold interest in, the material property included in the Transferred Assets of PKI or such Asset Seller, free and clear of any Security Interests. (d) For purposes of this Agreement, “Security Interest” means any mortgage, pledge, security interest, encumbrance, charge or other lien (whether arising by contract or by operation of law), other than (i) mechanic’s, materialmen’s, landlord’s and similar liens, (ii) liens arising under worker’s compensation, unemployment insurance, social security, retirement and similar legislation, (iii) liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the Ordinary Course of Business, (iv) liens for Taxes not yet due and payable or which are being contested in good faith and by appropriate proceedings, (v) liens relating to capitalized lease financings or purchase money financings that have been entered into in the Ordinary Course of Business, (vi) liens arising solely by action of Buyer, and (vii) liens which do not materially and adversely impair the use of the Transferred Assets or the assets of any of the Acquired Companies.

Capitalization; Title to Property. (a) The capitalization of each of the Acquired Companies Business Subsidiaries is set forth on Section 2.2(a) of the Disclosure Schedule. All of the issued and outstanding Equity Interestsshares of Stock, and all of the issued and outstanding equity interests shares of capital stock of each subsidiary of an Acquired Companya Business Subsidiary, are duly authorized, validly issued, fully paid and nonassessable, in each case, where such concepts are applicablenon-assessable. Except for the Equity InterestsStock, there are no outstanding shares of capital stock or other equity interests securities of any of the Acquired Companies Business Subsidiaries. Each Business Subsidiary that are not is a subsidiary of a Business Subsidiary is wholly owned by a Seller or another Acquired Companysuch Business Subsidiary. There are no outstanding or authorized options, warrants, rights, agreements or commitments to which PKI Xxxxxx or any of its subsidiaries Business Subsidiary is a party or which are binding upon PKI Xxxxxx or any of its subsidiaries Business subsidiary providing for the issuance, disposition or acquisition of any equity interests shares of capital stock of any Acquired CompanyBusiness Subsidiary. There is are no outstanding or authorized security, stock appreciation, phantom stock or similar right rights (i) providing for the issuance, disposition or acquisition of any equity interests shares of capital stock of any Acquired Company, Business Subsidiary or (ii) that gives give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders of equity interests shares of capital stock of any Acquired Company or (iii) that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Acquired CompaniesBusiness Subsidiary. There are no agreements, voting trusts or proxies with respect to the voting, or registration under the Securities Act of 1933, as amendedamended (the “Securities Act”), of the Equity Interests. The aggregate amount of Indebtedness of the Acquired Companies as of 12:01 AM eastern time on the Closing Date as set forth in the Cash Consideration Statement will not be understated in any material respectStock. (b) All of the issued and outstanding Equity Interests shares of Stock are owned of record and beneficially by one of the Equity Interest Sellers, Xxxxxx and in each case such Equity Interest Seller Xxxxxx has good and valid title to the Equity Interests Stock owned by it, free and clear of any Security Interest (as defined in Section 2.2(d2.2(e)), contractual restriction or covenant, option or other adverse claim or right (whether arising by contract or by operation of law), other than applicable securities law restrictions. (c) All of the issued and outstanding shares of Wuxi Stock are owned of record and beneficially by Xxxxxx XX, and, at the Closing, Buyer will acquire from the Equity Interest Sellers and Xxxxxx XX has good and valid title to the Equity Interests of each of the Acquired CompaniesWuxi Stock owned by it, free and clear of any Security Interest, contractual restriction or covenant, option or other adverse claim or right (whether by contract or by operation of law), other than applicable securities law restrictions. (cd) PKI and each of the Asset Sellers, as applicable, Xxxxxx has good title to, or a valid leasehold interest in, the material property included in the Transferred Assets of PKI or such Asset SellerAcquired Assets, free and clear of any Security Interests. Each Business Subsidiary is the true and lawful owner, and has good title to, all assets purported to be owned by such Business Subsidiary, free and clear of all Security Interests. (de) For purposes of this Agreement, “Security Interest” means any mortgage, pledge, security interest, encumbrance, charge or other lien (whether arising by contract or by operation of law), other than (i) mechanic’s, materialmen’s, landlord’s and similar liens, (ii) liens arising under worker’s compensation, unemployment insurance, social security, retirement and similar legislation, (iii) liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the Ordinary Course ordinary course of Businessbusiness, (iv) liens for Taxes not yet due and payable provided that such liens are removed at or which are being contested in good faith and by appropriate proceedingsprior to the Closing Time, (v) liens relating to capitalized lease financings or purchase money financings financings, in each case, with respect to Acquired Assets, that have been entered into in the Ordinary Course ordinary course of Business, business and (vi) liens arising solely by action of Buyerthe Buyers, and (vii) liens which do not materially and adversely impair the use of the Transferred Assets either individually or the assets of any of the Acquired Companiesjointly.

Capitalization; Title to Property. (a) The capitalization of each of the Acquired Companies PKI Indonesia is set forth on in Section 2.2(a) 2.2 of the Disclosure Schedule. All of the issued and outstanding Equity Interests, and all shares of the issued and outstanding equity interests Stock of each subsidiary of an Acquired Company, PKI Indonesia are duly authorized, validly issued, fully paid and nonassessable, in each case, where such concepts are applicable. Except for the Equity InterestsStock, there are no outstanding shares of capital stock or other equity interests securities of any of the Acquired Companies that are not owned by a Seller or another Acquired CompanyPKI Indonesia outstanding. There are no outstanding or authorized options, warrants, rights, agreements or commitments to which PKI or any of its subsidiaries Indonesia is a party or which are binding upon PKI or any of its subsidiaries Indonesia providing for the issuance, disposition or acquisition of any equity interests shares of any Acquired Companycapital stock of PKI Indonesia. There is are no outstanding or authorized security, stock appreciation, phantom stock or similar right rights (i) providing for the issuance, disposition or acquisition of any equity interests shares of any Acquired Company, capital stock of PKI Indonesia or (ii) that gives give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders of equity interests of any Acquired Company or (iii) that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Acquired CompaniesPKI Indonesia. There are no agreements, voting trusts or proxies with respect to the voting, or registration under the Securities Act of 1933, as amendedamended (the “Securities Act”), of the Equity Interests. The aggregate amount of Indebtedness of the Acquired Companies as of 12:01 AM eastern time on the Closing Date as set forth in the Cash Consideration Statement will not be understated in any material respectStock. (b) All of the issued and outstanding Equity Interests shares of Stock are owned of record and beneficially by one of the Equity Interest SellersPKI Singapore Parent and PKI Singapore, and in each case such Equity Interest Seller has PKI Singapore Parent and PKI Singapore have good and valid title to the Equity Interests owned by itStock, free and clear of any Security Interest (as defined in Section 2.2(d)), contractual restriction or covenant, option or other adverse claim (whether arising by contract or by operation of law), other than applicable securities law restrictions, and, at the Closing, Buyer will acquire from the Equity Interest Sellers good and valid title to the Equity Interests of each of the Acquired Companies, free and clear of any Security Interest. (c) PKI and each of the Each Asset Sellers, as applicable, Seller has good title to, or a valid leasehold interest in, the material property included in the Transferred Acquired Assets of PKI or such Asset Seller, free and clear of any Security Interests. Upon consummation of the Closing, Buyer (or its designees) will have good title to, or a valid leaseholder interest in, the Acquired Assets and the Stock, free and clear of any Security Interests (other than any Securities Interests created by or as a result of the identity of Buyer (or its designees)). (d) For purposes of this Agreement, “Security Interest” means any mortgage, pledge, security interest, encumbrance, charge or other lien (whether arising by contract or by operation of law), other than (i) mechanic’s, materialmen’s, landlord’s and similar liens, (ii) liens arising under worker’s compensation, unemployment insurance, social security, retirement and similar legislation, (iii) liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the Ordinary Course ordinary course of Businessbusiness, (iv) liens for Taxes not yet due and payable or payable, (v) liens for Taxes which are being contested in good faith and by appropriate proceedings, to the extent such Taxes are accrued for on the Most Recent Balance Sheet or were incurred after the date of the Most Recent Balance Sheet in the ordinary course of business, (vvi) liens relating to capitalized lease financings or purchase money financings that have been entered into in the Ordinary Course ordinary course of Business, business and (vivii) liens arising solely by action of Buyer, and (vii) liens which do not materially and adversely impair the use of the Transferred Assets or the assets of any of the Acquired Companies.