Common use of Personal Property; Real Estate Clause in Contracts

Personal Property; Real Estate. (a) HT has good and marketable title, free and clear of all title defects and Liens (including, without limitation, leases, chattel mortgages, conditional sale contracts, purchase money security interests, collateral security arrangements and other title or interest-retaining agreements) to all inventory, receivables, furniture, machinery, equipment and other personal property, tangible or otherwise, reflected on the Unaudited Balance Sheet or used in HT's business, except for acquisitions and dispositions since the Unaudited Balance Sheet Date in the ordinary course of business. The HT Disclosure Schedule lists (i) all computer equipment and (ii) all other personal property, in each case having a depreciated book value of $10,000 or more, which are used by HT in the conduct of its business, and all such equipment and property, in the aggregate, is in good operating condition and repair, reasonable wear and tear excepted. There is no asset used or required by HT in the conduct of its business as presently operated which is not either owned by it or licensed or leased to it. (b) Section 3.10 of the HT Disclosure Schedule contains a schedule setting forth and describing all real property which is leased by HT, or in which HT has any other right, title or interest. HT does not own any real property. True and complete copies of each lease have been provided to Parent, and such leases constitute the entire understanding relating to HT's use and occupancy of the leased premises. The leases are presently in full force and effect without further amendment or modification. HT is not in default in the performance of obligations under any lease, and HT does not know of any state of facts which with the giving of notice or the passage of time, or both, would constitute a default by HT or any other party thereunder. (c) To the knowledge of HT, the improvements located on the real property described in Section 3.10 of the HT Disclosure Schedule are not the subject of any official complaint or notice of violation of any applicable zoning ordinance or building code and there is no use or occupancy restriction or condemnation proceeding pending or threatened against HT.

Personal Property; Real Estate. (a) HT has Diamond and its Subsidiaries have ------------------------------ good and marketable title, free and clear of all title defects and Liens (including, without limitation, leases, chattel mortgages, conditional sale contracts, purchase money security interests, collateral security arrangements and other title or interest-retaining agreements) to all inventory, receivables, furniture, machinery, equipment and other personal property, tangible or otherwise, reflected on the Unaudited Balance Sheet or used in HTDiamond's or any Subsidiary's business, except for acquisitions and dispositions since the Unaudited Balance Sheet Date in the ordinary course of business. The HT Diamond Disclosure Schedule lists (i) all computer equipment and (ii) all other personal property, in each case having a depreciated book value of $10,000 5,000 or more, which are used by HT Diamond or any Subsidiary in the conduct of its businesstheir businesses, and all such equipment and property, in the aggregate, is in good operating condition and repair, reasonable wear and tear excepted. There is no asset used or required by HT Diamond or any Subsidiary in the conduct of its business their businesses as presently operated which is not either owned by it or licensed or leased to it. (b) Section 3.10 of the HT Diamond Disclosure Schedule contains a schedule setting forth and describing all real property which is owned or leased by HTDiamond or any Subsidiary, or in which HT Diamond or any Subsidiary has any other right, title or interest. HT does not own any real property. True and complete copies of each lease have been provided to Parent, and such leases constitute the entire understanding relating to HTDiamond's or any Subsidiary's use and occupancy of the leased premises. The leases are presently in full force and effect without further amendment or modification. HT Neither Diamond nor any Subsidiary is not in default in the performance of obligations under any lease, and HT does not know neither Diamond nor any Subsidiary knows of any state of facts which with the giving of notice or the passage of time, or both, would constitute a default by HT Diamond or any Subsidiary or any other party thereunder. (c) To the knowledge of HTDiamond and its Subsidiaries, the improvements located on the real property described in Section 3.10 of the HT Diamond Disclosure Schedule are not the subject of any official complaint or notice of violation of any applicable zoning ordinance or building code and there is no use or occupancy restriction or condemnation proceeding pending or threatened against HTDiamond or any Subsidiary.

Personal Property; Real Estate. (a) HT NextPoint has good and marketable title, free and clear of all material title defects and Liens (including, without limitation, leases, subleases, chattel mortgages, conditional sale contracts, purchase money security interests, collateral security arrangements and other title or interest-retaining agreements) to to, or a valid leasehold interest in, all inventory, receivables, furniture, machinery, equipment and other personal property, tangible or otherwise, reflected on the Unaudited Balance Sheet or used by NextPoint in HT's its business, except for acquisitions and dispositions since the Unaudited Balance Sheet Date in the ordinary course of business. The HT Schedule 3.9(a) of the Disclosure Schedule lists sets forth, as of April 30, 2000, all (i) all computer equipment and (ii) all other personal property, in each case having a depreciated book value of $10,000 20,000 or more, which are used owned or held under a capital lease by HT NextPoint in the conduct of its business, and all such equipment and property, in the aggregate, is in good operating condition and repair, reasonable wear and tear excepted. There is no asset used or required by HT NextPoint in the conduct of its business as presently operated which is not either owned by it or licensed or leased to it. (b) All real property leases, subleases and occupancy agreements as to which NextPoint is a party and any amendments or modifications thereof and a description of all such real property leased or subleased to or by NextPoint are set forth in Section 3.10 3.9(b) of the HT Disclosure Schedule contains a schedule setting forth and describing all real property which is leased by HT, or in which HT has any other right, title or interestSchedule. HT NextPoint does not own any real property. True and complete copies of each lease lease, sublease and occupancy agreement have been provided to Parent, and such leases leases, subleases and occupancy agreements constitute the entire understanding relating to HTNextPoint's use and occupancy of the leased premises. The leases leases, subleases and occupancy agreements are presently in full force and effect without further amendment or modificationmodification and afford NextPoint peaceful and undisturbed possession of the subject matter of such leases, subleases or occupancy agreement. HT NextPoint or, to the knowledge of NextPoint, any landlord, sublandlord or occupant that is a party to such lease, sublease and occupancy agreement is not in material default in the performance of their obligations under any lease, and HT NextPoint does not know of any state of facts which with the giving of notice or the passage of time, or both, would constitute a default by HT NextPoint or any other party thereunder. (c) To the knowledge of HTAll rent, the improvements located on the real property described in Section 3.10 additional rent and any other charges due and payable by NextPoint under any lease, sublease or occupancy agreement have been paid as of the HT Disclosure Schedule are not date of this Agreement and will be as of the subject Closing Date. The consent of the master landlords under any official complaint or notice of violation of subleases have been duly received with respect to any applicable zoning ordinance or building code and there is no use or occupancy restriction or condemnation proceeding pending or threatened against HTsublease.