Common use of Condition of Facilities Clause in Contracts

Condition of Facilities. (a) Use of the Real Property for the various purposes for which it is presently being used, and as it is contemplated being used upon completion of the Improvements pursuant to the Construction Agreement, is permitted as of right under, and is in compliance with, all applicable zoning Legal Requirements and is not subject to “permitted nonconforming” use or structure classifications. All Improvements are in compliance with all applicable Legal Requirements, including those pertaining to zoning, building and the disabled, are in good repair and in good condition, and are free from patent and, to any Seller Party’s Knowledge, latent defects. Except for the Permitted Encumbrances, there are no contractual or legal restrictions to which any Seller is a party or, to any Seller Party’s Knowledge, by which any Real Property is otherwise bound that preclude or restrict the ability of any Seller which owns, leases or otherwise uses such Real Property to use such Real Property for the purposes for which it is currently being used. There are no condemnation, environmental, zoning or other land-use regulation proceedings pending or to any Seller Party’s Knowledge threatened in connection with any Real Property, and there are not any special assessment proceedings pending or to any Seller Party’s Knowledge threatened which affect any Real Property. No part of any Improvement encroaches on any real property not included in the Real Property, and there are no buildings, structures, fixtures or other Improvements primarily situated on adjoining property which encroach on any part of the Land. The Land for each owned Facility abuts on and has direct vehicular access to a public road or has access to a public road via a permanent, irrevocable, appurtenant easement benefiting such Land and comprising a part of the Real Property, is supplied with public utilities and other services appropriate for the operation of the Facilities located thereon and except as set forth on Schedule 3.10(a), is not located within any flood plain or area subject to wetlands regulation or any similar restriction. There is no existing or, to any Seller Party’s Knowledge, proposed plan to modify or realign any street or highway or any existing or to any Seller Party’s Knowledge proposed eminent domain proceeding that would result in the taking of all or any part of any Facility or that would prevent or hinder the continued use of any Facility as heretofore used in the conduct of the business of Company. (b) Each item of Tangible Personal Property is (i) in good repair and good operating condition, (ii) is suitable for immediate use in the Ordinary Course of Business and (iii) is free from latent and patent defects, (iv) operates within or satisfies manufacturing specifications for operating rates, tolerances and other requirements, and (v) is not subject to any claim for material breach of warranty or defect. No item of Tangible Personal Property is in need of repair or replacement other than as part of routine maintenance in the Ordinary Course of Business. Except as disclosed in Schedule 3.10(b) and all Tangible Personal Property used in either Company’s or Suzhou’s business is in the possession of Company or Suzhou. Each of the silicon growers owned or operated by Company (i) is described on Schedule 3.10(b) and (ii) is currently operating and producing the yields at the diameters shown on Schedule 3.10(b), all in accordance with manufacturer’s operating and technical specification shown on Schedule 3.10(b) (the “Current Production Output Requirements”). All facilities and manufacturing processes of Company and Suzhou are in accordance with applicable industry standards and certifications and all proprietary customer quality requirements, in all material respects, as described on Schedule 3.10(b) (the “Processes & Facilities Standards”). None of the Seller Parties have received any notice of any material violation, deficiency or non-compliance with any Processes & Facilities Standard since January 1, 2003. No tangible personal property of Company, E122, Suzhou or any Shareholder or any of their respective Related Persons is shared between the Camden Road Property and the Franklin Street Property or has, except as set forth in Schedule 3.10(b) been moved or transferred between such facilities in the last twelve (12) months.

Condition of Facilities. (a) a. Use of the Real Property Facilities for the various purposes for which it is presently being used, and as it is contemplated being used upon completion of the Improvements pursuant to the Construction Agreement, is permitted as of right under, and is in compliance with, under all applicable zoning Legal Requirements legal requirements and is not subject to “permitted nonconforming” use or structure classifications. All Improvements are in compliance with all applicable Legal Requirements, including those pertaining to zoning, building and the disabled, are in good repair and in good condition, ordinary wear and tear excepted, and are free from latent and patent and, to any Seller Party’s Knowledge, latent defects. Except for the Permitted Encumbrances, there are no contractual or legal restrictions to which any Seller is a party or, to any Seller Party’s Knowledge, by which any Real Property is otherwise bound that preclude or restrict the ability of any Seller which owns, leases or otherwise uses such Real Property to use such Real Property for the purposes for which it is currently being used. There are no condemnation, environmental, zoning or other land-use regulation proceedings pending or to any Seller Party’s Knowledge threatened in connection with any Real Property, and there are not any special assessment proceedings pending or to any Seller Party’s Knowledge threatened which affect any Real Property. No part of any Improvement encroaches on any real property not included in the Real PropertyFacilities, and there are no buildings, structures, fixtures or other Improvements primarily situated on adjoining property which encroach on any part of the Land. The Land for each owned Facility abuts on and has direct vehicular access to a public road or has access to a public road via a permanent, irrevocable, appurtenant easement benefiting such Land and comprising a part of the Real PropertyFacilities, is supplied with public or quasi-public utilities and other services appropriate for the operation of the Facilities located thereon and except as set forth on Schedule 3.10(a), is not located within any flood plain or area subject to wetlands regulation or any similar restriction. There To Seller’s knowledge, after reasonable investigation, there is no existing or, to any Seller Party’s Knowledge, or proposed plan to modify or realign any street or highway or any existing or to any Seller Party’s Knowledge proposed eminent domain proceeding that would result in the taking of all or any part of any Facility or that would prevent or hinder the continued use of any Facility as heretofore used in the conduct of the business of CompanySeller. (b) b. Each item of Tangible Personal Property is (i) in good repair and good operating condition, (ii) ordinary wear and tear excepted, is suitable for immediate use in the Ordinary Course of Business and (iii) is free from latent and patent defects, (iv) operates within or satisfies manufacturing specifications for operating rates, tolerances and other requirements, and (v) is not subject to any claim for material breach of warranty or defect. No item of Tangible Personal Property is in need of repair or replacement other than as part of routine maintenance in the Ordinary Course of Business. Except as disclosed in Schedule 3.10(b) and Exhibit 3.8(b), all Tangible Personal Property used in either Company’s or SuzhouSeller’s business is in the possession of Company or Suzhou. Each of the silicon growers owned or operated by Company (i) is described on Schedule 3.10(b) and (ii) is currently operating and producing the yields at the diameters shown on Schedule 3.10(b), all in accordance with manufacturer’s operating and technical specification shown on Schedule 3.10(b) (the “Current Production Output Requirements”). All facilities and manufacturing processes of Company and Suzhou are in accordance with applicable industry standards and certifications and all proprietary customer quality requirements, in all material respects, as described on Schedule 3.10(b) (the “Processes & Facilities Standards”). None of the Seller Parties have received any notice of any material violation, deficiency or non-compliance with any Processes & Facilities Standard since January 1, 2003. No tangible personal property of Company, E122, Suzhou or any Shareholder or any of their respective Related Persons is shared between the Camden Road Property and the Franklin Street Property or has, except as set forth in Schedule 3.10(b) been moved or transferred between such facilities in the last twelve (12) monthsSeller.

Condition of Facilities. (a) Use of the Real Property for the various purposes for which it is presently being used, and as it is contemplated being used upon completion of the Improvements pursuant to the Construction Agreement, is permitted as of right under, and is in compliance with, under all applicable zoning Legal Requirements legal requirements and is not subject to “permitted nonconforming” use or structure classifications. All To the Knowledge of Seller, all Improvements are in compliance with all applicable Legal Requirements, including those pertaining to zoning, building and the disabledbuilding, are in good repair and in good condition, ordinary wear and tear excepted, and are free from latent and patent and, to any Seller Party’s Knowledge, latent defects. Except for the Permitted Encumbrancesas set forth in Part 3.6(a), there are no contractual or legal restrictions to which any Seller is a party or, to any Seller Party’s Knowledge, by which any Real Property is otherwise bound that preclude or restrict the ability of any Seller which owns, leases or otherwise uses such Real Property to use such Real Property for the purposes for which it is currently being used. There are no condemnation, environmental, zoning or other land-use regulation proceedings pending or to any Seller Party’s Knowledge threatened in connection with any Real Property, and there are not any special assessment proceedings pending or to any Seller Party’s Knowledge threatened which affect any Real Property. No part of any Improvement encroaches on any real property not included in the Real Property, and there are no buildings, structures, fixtures or other Improvements improvements primarily situated on adjoining property which encroach on any part of the Land. The Land for each owned Facility abuts on and has direct vehicular access to a public road or has access to a public road via a permanent, irrevocable, appurtenant easement benefiting such Land and comprising a part of the Real Property, is supplied with public or quasi-public utilities and other services appropriate for the operation of the Facilities located thereon and except as set forth on Schedule 3.10(a), is not located within any flood plain or area subject to wetlands regulation or any similar restriction. There is no existing or, to any Seller Party’s Knowledge, or proposed plan to modify or realign any street or highway or any existing or to any Seller Party’s Knowledge proposed eminent domain proceeding that would result in the taking of all or any part of any Facility or that would prevent or hinder the continued use of any Facility as heretofore used in the conduct of the business of CompanySeller and located on the Real Property. (b) Each item of Tangible Personal Property is (i) in good repair and good operating condition, (ii) ordinary wear and tear excepted, is suitable for immediate use in the Ordinary Course of Business and (iii) is free from latent and patent defects, (iv) operates within or satisfies manufacturing specifications for operating rates, tolerances and other requirements, and (v) is not subject to any claim for material breach of warranty or defectBusiness. No item of Tangible Personal Property is in need of repair or replacement other than as part of routine maintenance in the Ordinary Course of Business. Except as disclosed in Schedule 3.10(b) and Part 3.6(b), all Tangible Personal Property used in either Company’s or SuzhouSeller’s business in Xxxxxxxx County, Tennessee and the 5A mine in Xxxxxxxx County, Tennessee, is in the possession of Company or Suzhou. Each of Seller and located on the silicon growers owned or operated by Company (i) is described on Schedule 3.10(b) and (ii) is currently operating and producing the yields at the diameters shown on Schedule 3.10(b), all in accordance with manufacturer’s operating and technical specification shown on Schedule 3.10(b) (the “Current Production Output Requirements”). All facilities and manufacturing processes of Company and Suzhou are in accordance with applicable industry standards and certifications and all proprietary customer quality requirements, in all material respects, as described on Schedule 3.10(b) (the “Processes & Facilities Standards”). None of the Seller Parties have received any notice of any material violation, deficiency or non-compliance with any Processes & Facilities Standard since January 1, 2003. No tangible personal property of Company, E122, Suzhou or any Shareholder or any of their respective Related Persons is shared between the Camden Road Property and the Franklin Street Property or has, except as set forth in Schedule 3.10(b) been moved or transferred between such facilities in the last twelve (12) monthsReal Property.

Condition of Facilities. (a) Use of the Real Property by Company for the various purposes for which it is they are presently being used, and as it is contemplated being used upon completion of the Improvements pursuant to the Construction Agreement, is are permitted as of right under, and is in compliance with, under all applicable zoning Legal Requirements requirements and is are not subject to “"permitted nonconforming” " use or structure classifications. All Improvements are in compliance with all applicable Legal Requirements, including those pertaining to zoning, building and the disabled, are in good repair and in good condition, ordinary wear and tear excepted, and are free from latent and patent and, to any Seller Party’s Knowledge, latent defects. Except for the Permitted Encumbrances, there are no contractual or legal restrictions to which any Seller is a party or, to any Seller Party’s Knowledge, by which any Real Property is otherwise bound that preclude or restrict the ability of any Seller which owns, leases or otherwise uses such Real Property to use such Real Property for the purposes for which it is currently being used. There are no condemnation, environmental, zoning or other land-use regulation proceedings pending or to any Seller Party’s Knowledge threatened in connection with any Real Property, and there are not any special assessment proceedings pending or to any Seller Party’s Knowledge threatened which affect any Real Property. No part of any Improvement encroaches on any real property not included in the definition of Real PropertyProperty as it pertains to Company , and there are no buildings, structures, fixtures or other Improvements primarily situated on adjoining real property which that encroach up on any part of the Land. The Land for each owned Facility abuts on and has direct vehicular access to a public road or has access to a public road via a permanent, irrevocable, appurtenant easement benefiting such Land and comprising a part of the Real Property, is supplied with public or quasi-public utilities and other services appropriate for the operation of the Facilities located thereon and except as set forth on Schedule 3.10(a), is not located within any flood plain or area subject to wetlands regulation or any similar restriction. There is no existing or, to any Seller Party’s Knowledge, or proposed plan to modify or realign any street or highway or any existing or to any Seller Party’s Knowledge proposed eminent domain proceeding that would result in the taking of all or any part of any Facility or that would prevent or hinder the continued use of any Facility as heretofore used in the conduct of the business of Company. . (b) Each item of Tangible Personal Property of Company is (i) in good repair and good operating condition, (ii) ordinary wear and tear excepted, is suitable for immediate use in the Ordinary Course of Business and (iii) is free from latent and patent defects, (iv) operates within or satisfies manufacturing specifications for operating rates, tolerances and other requirements, and (v) is not subject to any claim for material breach of warranty or defect. No item of Tangible Personal Property of Company is in need of repair or replacement other than as part of routine maintenance in the Ordinary Course of Business. Except as disclosed in Schedule 3.10(b) and all All Tangible Personal Property used in either Company’s or Suzhou’s 's business is in the possession of Company or Suzhou. Each of the silicon growers owned or operated by Company (i) is described on Schedule 3.10(b) and (ii) is currently operating and producing the yields at the diameters shown on Schedule 3.10(b), all in accordance with manufacturer’s operating and technical specification shown on Schedule 3.10(b) (the “Current Production Output Requirements”). All facilities and manufacturing processes of Company and Suzhou are in accordance with applicable industry standards and certifications and all proprietary customer quality requirements, in all material respects, as described on Schedule 3.10(b) (the “Processes & Facilities Standards”). None of the Seller Parties have received any notice of any material violation, deficiency or non-compliance with any Processes & Facilities Standard since January 1, 2003. No tangible personal property of Company, E122, Suzhou or any Shareholder or any of their respective Related Persons is shared between the Camden Road Property and the Franklin Street Property or has, except as set forth in Schedule 3.10(b) been moved or transferred between such facilities in the last twelve (12) months.

Condition of Facilities. (a) Use of the Real Property by Company and Subsidiary for the various purposes for which it is they are presently being used, and as it is contemplated being used upon completion of the Improvements pursuant to the Construction Agreement, is are permitted as of right under, and is in compliance with, under all applicable zoning Legal Requirements requirements and is are not subject to “"permitted nonconforming” " use or structure classifications. All Improvements are in compliance with all applicable Legal Requirements, including those pertaining to zoning, building and the disabled, are in good repair and in good condition, ordinary wear and tear excepted, and are free from latent and patent and, to any Seller Party’s Knowledge, latent defects. Except for the Permitted Encumbrances, there are no contractual or legal restrictions to which any Seller is a party or, to any Seller Party’s Knowledge, by which any Real Property is otherwise bound that preclude or restrict the ability of any Seller which owns, leases or otherwise uses such Real Property to use such Real Property for the purposes for which it is currently being used. There are no condemnation, environmental, zoning or other land-use regulation proceedings pending or to any Seller Party’s Knowledge threatened in connection with any Real Property, and there are not any special assessment proceedings pending or to any Seller Party’s Knowledge threatened which affect any Real Property. No part of any Improvement encroaches on any real property not included in the definition of Real PropertyProperty as it pertains to Company or Subsidiary, and there are no buildings, structures, fixtures or other Improvements primarily situated on adjoining real property which that encroach up on any part of the Land. The Land for each owned Facility abuts on and has direct vehicular access to a public road or has access to a public road via a permanent, irrevocable, appurtenant easement benefiting such Land and comprising a part of the Real Property, is supplied with public or quasi-public utilities and other services appropriate for the operation of the Facilities located thereon and except as set forth on Schedule 3.10(a), is not located within any flood plain or area subject to wetlands regulation or any similar restriction. There is no existing or, to any Seller Party’s Knowledge, or proposed plan to modify or realign any street or highway or any existing or to any Seller Party’s Knowledge proposed eminent domain proceeding that would result in the taking of all or any part of any Facility or that would prevent or hinder the continued use of any Facility as heretofore used in the conduct of the business of CompanyCompany or Subsidiary. (b) Each item of Tangible Personal Property of Company and of Subsidiary is (i) in good repair and good operating condition, (ii) ordinary wear and tear excepted, is suitable for immediate use in the Ordinary Course of Business and (iii) is free from latent and patent defects, (iv) operates within or satisfies manufacturing specifications for operating rates, tolerances and other requirements, and (v) is not subject to any claim for material breach of warranty or defect. No item of Tangible Personal Property of Company or Subsidiary is in need of repair or replacement other than as part of routine maintenance in the Ordinary Course of Business. Except as disclosed in Schedule 3.10(b) and all All Tangible Personal Property used in either Company’s or Suzhou's business is in the possession of Company. All Tangible Personal Property used in each Subsidiary’s business is in the possession of Company or Suzhou. Each of the silicon growers owned or operated by Company (i) is described on Schedule 3.10(b) and (ii) is currently operating and producing the yields at the diameters shown on Schedule 3.10(b), all in accordance with manufacturer’s operating and technical specification shown on Schedule 3.10(b) (the “Current Production Output Requirements”). All facilities and manufacturing processes of Company and Suzhou are in accordance with applicable industry standards and certifications and all proprietary customer quality requirements, in all material respects, as described on Schedule 3.10(b) (the “Processes & Facilities Standards”). None of the Seller Parties have received any notice of any material violation, deficiency or non-compliance with any Processes & Facilities Standard since January 1, 2003. No tangible personal property of Company, E122, Suzhou or any Shareholder or any of their respective Related Persons is shared between the Camden Road Property and the Franklin Street Property or has, except as set forth in Schedule 3.10(b) been moved or transferred between such facilities in the last twelve (12) months.Subsidiary

Condition of Facilities. (a) Use of the Real Property for the various purposes for which it is presently being used, and as it is contemplated being used upon completion of the Improvements pursuant to the Construction Agreement, is permitted as of right under, and is in compliance with, under all applicable zoning Legal Requirements and is not subject to “permitted nonconforming” use or structure classifications. All Improvements are in substantial compliance with all applicable Legal Requirements, including those pertaining to zoning, building and the disabled, are in good repair and in good condition, and are free from patent and, to any Seller Party’s Knowledge, latent defects. Except for the Permitted Encumbrances, there are no contractual or legal restrictions to which any Seller is a party or, to any Seller Party’s Knowledge, by which any Real Property is otherwise bound that preclude or restrict the ability of any Seller which owns, leases or otherwise uses such Real Property to use such Real Property for the purposes for which it is currently being used. There are no condemnation, environmental, zoning or other land-use regulation proceedings pending or to any Seller Party’s Knowledge threatened in connection with any Real Property, and there are not any special assessment proceedings pending or to any Seller Party’s Knowledge threatened which affect any Real Property. No part of any Improvement encroaches on any real property not included in the Real Property, and there are no buildings, structures, fixtures or other Improvements improvements primarily situated on adjoining property which encroach on any part of the Land. The Land for each owned Facility abuts on and has direct vehicular access to a public road or has access to a public road via a permanent, irrevocable, appurtenant easement benefiting such Land and comprising a part of the Real Propertyroad, is supplied with public or quasi-public utilities and other services appropriate for the operation of the Facilities located thereon and and, except as set forth described on Schedule 3.10(a), is not located within any flood plain or area subject to wetlands regulation or any similar restriction. There With respect to the lease of property located at 0000 Xxxxxxxx Xx, Xxxxx 000 Xxxxxxxxxxx, Xxxxxxxx 00000, the foregoing representations set forth in this Section 3.10(a) shall be qualified to the Knowledge of Seller and Shareholders. To the Knowledge of Seller and Shareholders, there is no existing or, to any Seller Party’s Knowledge, or proposed plan to modify or realign any street or highway or any existing or to any Seller Party’s Knowledge proposed eminent domain proceeding Proceeding that would result in the taking of all or any part of any Facility or that would prevent or hinder the continued use of any Facility as heretofore used in the conduct of the business of CompanySeller. (b) Each item of Tangible Personal Property used in the day to day operation of Seller’s business, other than those with a book value under $10,000 that are not material to the operations of any aspect of Seller’s business, is (i) in good repair and good operating condition, (ii) ordinary wear and tear excepted, is suitable for immediate use in the Ordinary Course ordinary course of Business business and (iii) is free from latent and patent defects, (iv) operates within or satisfies manufacturing specifications for operating rates, tolerances and other requirements, and (v) is not subject to any claim for material breach of warranty or defect. No item of Tangible Personal Property used in the day to day operation of Seller’s business, other than those with a book value under $10,000 that are not material to the operations of any aspect of Seller’s business, is in need of repair or replacement other than as part of routine maintenance maintenance, provided however, that to the extent the above representation applies to (i) tooling that is in the Ordinary Course possession of BusinessSeller’s suppliers or other third parties in the People’s Republic of China or (ii) the items described on Schedule 3.10(b), the Seller only represents that to the Seller’s Knowledge, such tooling and such items have been maintained in the ordinary course of business by such supplier or third party. Except as disclosed in on Schedule 3.10(b) and ), all Tangible Personal Property used in either Company’s or SuzhouSeller’s business is in the possession of Company or Suzhou. Each of the silicon growers owned or operated by Company (i) is described on Schedule 3.10(b) and (ii) is currently operating and producing the yields at the diameters shown on Schedule 3.10(b), all in accordance with manufacturer’s operating and technical specification shown on Schedule 3.10(b) (the “Current Production Output Requirements”). All facilities and manufacturing processes of Company and Suzhou are in accordance with applicable industry standards and certifications and all proprietary customer quality requirements, in all material respects, as described on Schedule 3.10(b) (the “Processes & Facilities Standards”). None of the Seller Parties have received any notice of any material violation, deficiency or non-compliance with any Processes & Facilities Standard since January 1, 2003. No tangible personal property of Company, E122, Suzhou or any Shareholder or any of their respective Related Persons is shared between the Camden Road Property and the Franklin Street Property or has, except as set forth in Schedule 3.10(b) been moved or transferred between such facilities in the last twelve (12) monthsSeller.

Condition of Facilities. (a) Use of the Real Property by Company for the various purposes for which it is they are presently being used, and as it is contemplated being used upon completion of the Improvements pursuant to the Construction Agreement, is are permitted as of right under, and is in compliance with, under all applicable zoning Legal Requirements requirements and is are not subject to “"permitted nonconforming” " use or structure classifications. All Improvements are in compliance with all applicable Legal Requirements, including those pertaining to zoning, building and the disabled, are in good repair and in good condition, ordinary wear and tear excepted, and are free from latent and patent and, to any Seller Party’s Knowledge, latent defects. Except for the Permitted Encumbrances, there are no contractual or legal restrictions to which any Seller is a party or, to any Seller Party’s Knowledge, by which any Real Property is otherwise bound that preclude or restrict the ability of any Seller which owns, leases or otherwise uses such Real Property to use such Real Property for the purposes for which it is currently being used. There are no condemnation, environmental, zoning or other land-use regulation proceedings pending or to any Seller Party’s Knowledge threatened in connection with any Real Property, and there are not any special assessment proceedings pending or to any Seller Party’s Knowledge threatened which affect any Real Property. No part of any Improvement encroaches on any real property not included in the definition of Real PropertyProperty as it pertains to Company , and there are no buildings, structures, fixtures or other Improvements primarily situated on adjoining real property which that encroach up on any part of the Land. The Land for each owned Facility abuts on and has direct vehicular access to a public road or has access to a public road via a permanent, irrevocable, appurtenant easement benefiting such Land and comprising a part of the Real Property, is supplied with public or quasi-public utilities and other services appropriate for the operation of the Facilities located thereon and except as set forth on Schedule 3.10(a), is not located within any flood plain or area subject to wetlands regulation or any similar restriction. There is no existing or, to any Seller Party’s Knowledge, or proposed plan to modify or realign any street or highway or any existing or to any Seller Party’s Knowledge proposed eminent domain proceeding that would result in the taking of all or any part of any Facility or that would prevent or hinder the continued use of any Facility as heretofore used in the conduct of the business of CompanyCompany . (b) Each item of Tangible Personal Property of Company is (i) in good repair and good operating condition, (ii) ordinary wear and tear excepted, is suitable for immediate use in the Ordinary Course of Business and (iii) is free from latent and patent defects, (iv) operates within or satisfies manufacturing specifications for operating rates, tolerances and other requirements, and (v) is not subject to any claim for material breach of warranty or defect. No item of Tangible Personal Property of Company is in need of repair or replacement other than as part of routine maintenance in the Ordinary Course of Business. Except as disclosed in Schedule 3.10(b) and all All Tangible Personal Property used in either Company’s or Suzhou’s 's business is in the possession of Company or Suzhou. Each of the silicon growers owned or operated by Company (i) is described on Schedule 3.10(b) and (ii) is currently operating and producing the yields at the diameters shown on Schedule 3.10(b), all in accordance with manufacturer’s operating and technical specification shown on Schedule 3.10(b) (the “Current Production Output Requirements”). All facilities and manufacturing processes of Company and Suzhou are in accordance with applicable industry standards and certifications and all proprietary customer quality requirements, in all material respects, as described on Schedule 3.10(b) (the “Processes & Facilities Standards”). None of the Seller Parties have received any notice of any material violation, deficiency or non-compliance with any Processes & Facilities Standard since January 1, 2003. No tangible personal property of Company, E122, Suzhou or any Shareholder or any of their respective Related Persons is shared between the Camden Road Property and the Franklin Street Property or has, except as set forth in Schedule 3.10(b) been moved or transferred between such facilities in the last twelve (12) months.