Common use of Properties and Assets Clause in Contracts

Properties and Assets. (i) Entegris or a Subsidiary of Entegris has good and valid (and, in the case of real property, fee simple) title to, or a valid leasehold interest in, all the real and tangible properties and assets which it purports to own or lease, including all the properties and assets reflected in the Entegris Balance Sheet (except for personal property sold since the date of the Entegris Balance Sheet in the ordinary course of business consistent with past practice). All properties and assets reflected in the Entegris Balance Sheet are free and clear of all Liens, except for Liens reflected on the Entegris Balance Sheet and Liens for current taxes not yet due and other Liens, other than for borrowed money, that do not materially impair the use or operation of the property or assets subject thereto. (ii) Section 4.02(v) of the Entegris Disclosure Schedule sets forth a true, complete and correct list of all real property owned by Entegris or its Subsidiaries and the location of such premises. All material real property leases, licenses or other occupancy agreements to which Entegris or a Subsidiary of Entegris is a party or for which it is obligated (whether as lessor or tenant) (collectively, the “Entegris Real Property Leases”) are either filed as exhibits to the Entegris SEC Reports filed with the SEC prior to the date hereof or complete copies thereof have been delivered to or made available to Mykrolis. Section 4.02(v) of the Entegris Disclosure Schedule lists all Entegris Real Property Leases other than the Entegris Real Property Leases which are listed as an exhibit to Entegris’ most recent annual report on Form 10-K or a subsequent quarterly report on Form 10-Q. (iii) Each Entegris Real Property Lease is in full force and effect, unless the failure of any Entegris Real Property Lease to be in full force and effect would not be reasonably likely to have a Material Adverse Effect on Entegris. Neither Entegris nor any of its Subsidiaries, nor to the knowledge of Entegris, any other party is in breach of or in default under any Entegris Real Property Lease, except for breaches or defaults which would not be reasonably likely to have a Material Adverse Effect on Entegris.

Properties and Assets. (ia) Entegris Except insofar as would not have, or reasonably be expected to have, a Subsidiary CERA Material Adverse Effect, each of Entegris CERA LP and CERA Inc. has good and valid (and, in the case of real property, fee simple) title to, or a valid leasehold interest inotherwise has sufficient and legally enforceable right to use, all the real and tangible properties and assets which it purports to own or lease, including all of the properties and assets reflected (real, personal or mixed, tangible or intangible, including Intellectual Property), used or held for use in connection with, necessary for the Entegris Balance Sheet conduct of, or otherwise material to, the businesses conducted by it (except for personal property sold since the date "CERA Assets"). Except as set forth in Section 2.1.7(a) of the Entegris Balance Sheet CERA Disclosure Letter, the CERA Assets that are owned by CERA Inc. or CERA LP are owned free and clear of any Liens other than (i) liens for Taxes not yet due and payable or that are being contested in good faith and by appropriate proceedings, (ii) statutory liens incurred in the ordinary course of business consistent with past practice). All properties that, individually and assets reflected in the Entegris Balance Sheet are free aggregate, have not had and clear of all Lienswould not reasonably be expected to have a CERA Material Adverse Effect, except for Liens reflected on the Entegris Balance Sheet and Liens for current taxes not yet due (iii) encumbrances and other Liens, other than for borrowed money, easements that do not materially impair detract from the value or materially interfere with the use or operation of the property or assets subject theretoproperties affected thereby (the exceptions described in the foregoing clauses (i), (ii) and (iii) being referred to as "Permitted CERA Liens"). (iib) Neither CERA Inc. nor CERA LP owns any real property. Section 4.02(v2.1.7(b) of the Entegris CERA Disclosure Schedule sets forth Letter contains a true, complete and correct list of all real property owned by Entegris or its Subsidiaries and the location of such premises. All material real property leases, licenses or other subleases and occupancy agreements to which Entegris either CERA LP or a Subsidiary of Entegris CERA Inc. is a party or (each, a "CERA Lease") setting forth the address, landlord and tenant for which it is obligated (whether as lessor or tenant) (collectively, each CERA Lease. CERA Inc. and CERA LP have delivered to MGI and the “Entegris Real Property Leases”) are either filed as exhibits to the Entegris SEC Reports filed with the SEC prior to the date hereof or Parent correct and complete copies thereof have been delivered to or made available to Mykrolis. Section 4.02(v) of the Entegris Disclosure Schedule lists all Entegris Real Property Leases CERA Leases. Except insofar as would not have, or reasonably be expected to have, a CERA Material Adverse Effect, (i) each CERA Lease, other than the Entegris Real Property Leases which are listed as an exhibit CERA Lease with respect to Entegris’ most recent annual report on Form 10-K or a subsequent quarterly report on Form 10-Q. (iii) Each Entegris Real Property Lease CERA LP's principal offices in Cambridge, Massachusetts, is in full force and effectlegal, unless the failure of any Entegris Real Property Lease to be valid, binding, in full force and effect would not be reasonably likely to have a Material Adverse Effect on Entegris. Neither Entegris nor any of its Subsidiariesand enforceable against CERA Inc. or CERA LP, nor as the case may be, and, to the knowledge of Entegrisany Stockholder, any GS LP, CERA Inc. or CERA LP, against the other party parties thereto, (ii) neither CERA LP nor CERA Inc. is in default, violation or breach of or in default under any Entegris Real Property such CERA Lease, except and no event has occurred and is continuing that constitutes or, with notice or the passage of time or both, would constitute a default, violation or breach under any such CERA Lease and (iii) each such CERA Lease grants the tenant under such CERA Lease the right to use and occupy the premises and rights demised and intended to be demised thereunder, which right is sufficient for breaches the purposes for which such premises and rights are or defaults which are contemplated to be used or occupied by such tenant. The CERA Lease with respect to CERA LP's principal offices in Cambridge, Massachusetts (the "CERA Headquarters Lease") is legal, valid, binding, in full force and effect and enforceable against CERA Inc. or CERA LP, as the case may be, and, to the knowledge of any Stockholder, GS LP, CERA Inc. or CERA LP, the other parties thereto. Neither CERA LP nor CERA Inc. is in default, violation or breach in any material respect under the CERA Headquarters Lease, and no event has occurred and is continuing that constitutes or, with notice or the passage of time or both, would not constitute a default, violation or breach under the CERA Headquarters Lease that would reasonably be reasonably likely expected to have a CERA Material Adverse Effect on EntegrisEffect. The CERA Headquarters Lease grants the tenant thereunder the right to use and occupy the premises and rights demised and intended to be demised thereunder, which right is sufficient for the purposes for which such premises and rights are or are contemplated to be used or occupied by such tenant.

Properties and Assets. (ia) Entegris or a Subsidiary of Entegris The Company has good and valid (and, in the case of real property, fee simple) title to, or a valid leasehold interest in, all the real and tangible properties and assets which it purports to own or leaselease (real, tangible, personal and mixed), including all the properties and assets reflected in the Entegris Company Balance Sheet (except for personal property sold since the date of the Entegris Company Balance Sheet in the ordinary course of business consistent with past practice). All properties Company Real Property (as defined below) and all assets reflected in the Entegris Company Balance Sheet are free and clear of all Liens, except for (i) Liens reflected on the Entegris Company Balance Sheet and Sheet, which Liens do not materially impair the use, value or operation of the property or assets subject thereto, (ii) Liens for current taxes not yet due and payable and (iii) any other Liens, other than for borrowed money, Liens that do not materially impair the use use, value or operation of the property or assets subject thereto. (iib) Section 4.02(v3.15(b) of the Entegris Company Disclosure Schedule sets forth a true, complete and correct list of all real property owned owned, leased, subleased or licensed by Entegris or its Subsidiaries the Company and the location of such premisespremises (the “Company Real Property”). All The Company Real Property includes all of the real property used in connection with, held for use in connection with, or necessary for the operation of the businesses of the Company. True and complete copies of all material real property leases, licenses or other occupancy agreements to which Entegris or a Subsidiary of Entegris the Company is a party or for which it is obligated (whether as lessor or tenant) (collectively, the “Entegris Company Real Property Leases”) are either filed as exhibits to the Entegris SEC Reports filed with the SEC prior to the date hereof or complete copies thereof have been delivered to or made available to Mykrolis. Section 4.02(vParent prior to the date hereof (c) All of the Entegris Disclosure Schedule lists all Entegris Company Real Property Leases other than the Entegris Real Property Leases which are listed as an exhibit to Entegris’ most recent annual report on Form 10-K or a subsequent quarterly report on Form 10-Q. (iii) Each Entegris Real Property Lease is in full force and effect, unless the failure of any Entegris Real Property Lease to be in full force and effect would not (except as such enforceability may be reasonably likely subject to have a Material Adverse Effect on EntegrisLaws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of Law governing specific performance, injunctive relief or other equitable remedies). Neither Entegris nor There is no existing material default by the Company under any of its Subsidiariesthe Company Real Property Leases, nor except for the defaults set forth in Section 3.15(c) of the Company Disclosure Schedule, each of which has been waived in writing, (iii) no event has occurred with respect to the knowledge Company which, with notice or lapse of Entegristime or both, would constitute a default of any of the Company Real Property Leases. To the Company’s knowledge, there are no defaults of any material obligations of any party other party is in breach of or in default than the Company under any Entegris Company Real Property Lease, except for breaches or defaults which would not be reasonably likely to have a Material Adverse Effect on Entegris.

Properties and Assets. Schedule 3.16 of the Seller Disclosure Schedule contains an accurate description (iby subject leased real and immovable property, name of lessor, date of lease and term expiration date) Entegris of each real or immovable property lease, sublease or installment purchase arrangement to which Sellers are a Subsidiary party relating to the Business; and a list of Entegris has good and valid (and, all fixed assets used in the case Business. No Seller owns any real property relating to the Business. Except for (1) items reflected in the Financial Statements, (2) exceptions to title that do not interfere materially with Sellers’ use and enjoyment of owned or leased real or immovable property, fee simple(3) title toPermitted Exceptions, or a valid leasehold interest in, all the real and tangible (4) properties and assets which it purports to own sold or lease, including all the properties and assets reflected in the Entegris Balance Sheet (except for personal property sold since the date of the Entegris Balance Sheet transferred in the ordinary course of business consistent with past practice)practices since the Balance Sheet Date, and (5) items listed on Schedule 3.16 of the Seller Disclosure Schedule, Sellers have good title to the assets relating the Business or reflected as owned by them in the Financial Statements or acquired after the Balance Sheet Date free and clear of all liabilities, obligations and Encumbrances. Xxxxx.xxx or such Xxxxx.xxx Subsidiary, in each case where it is a lessee, has the right under valid and subsisting leases to occupy, use and possess all property leased by it in connection with the Business, and there has not occurred under any such lease any material breach, violation or default by Xxxxx.xxx or such Xxxxx.xxx Subsidiary, and Xxxxx.xxx or such Xxxxx.xxx Subsidiary has not experienced any material uninsured damage or destruction with respect to such properties since the Balance Sheet Date. All properties and assets reflected used by Sellers in connection with the Business are in good operating condition and repair (subject to ordinary wear and tear) suitable for immediate use in the Entegris Balance Sheet are free ordinary course of the Business and clear comply in all material respects with all Requirements of Laws relating thereto now in effect. Sellers enjoy peaceful and undisturbed possession under all leases for the use of all Liensproperty relating to the Business under which any of them is the lessee, except for Liens reflected on and all leases to which any Seller is a party are valid and binding obligations of such Seller, and to the Entegris Balance Sheet Knowledge of Sellers, with respect to the respective third parties thereto, enforceable, in accordance with the terms thereof. None of Sellers are in material default with respect to any such lease, and Liens for current taxes not yet due and there has occurred no default by any Sellers or event that with the lapse of time or the giving of notice, or both, would constitute a material default under any such lease. There are no Requirements of Laws, conditions of record, or other Liensimpediments, other than for borrowed money, that do not materially impair which interfere with the actual use or operation by any Seller of any of the property leased, or assets subject thereto. (ii) Section 4.02(v) of occupied by it in connection with the Entegris Disclosure Schedule sets forth a true, complete and correct list of all real property owned by Entegris or its Subsidiaries and the location of such premisesBusiness. All material real property leases, licenses or other occupancy agreements to leases of premises from which Entegris or a Subsidiary of Entegris the Business is a party or for which it is obligated (whether as lessor or tenant) (collectively, the “Entegris Real Property Leases”) are either filed as exhibits to the Entegris SEC Reports filed with the SEC prior to the date hereof or complete copies thereof have been delivered to or made available to Mykrolis. Section 4.02(v) of the Entegris Disclosure Schedule lists all Entegris Real Property Leases other than the Entegris Real Property Leases conducted and which are listed as an exhibit to Entegris’ most recent annual report on Form 10-K or a subsequent quarterly report on Form 10-Q. (iii) Each Entegris Real Property Lease is located in full force and effect, unless the failure of any Entegris Real Property Lease to be in full force and effect would not be reasonably likely to have a Material Adverse Effect on Entegris. Neither Entegris nor any of its Subsidiaries, nor to the knowledge of Entegris, any other party is in breach of or in default under any Entegris Real Property Lease, except for breaches or defaults which would not be reasonably likely to have a Material Adverse Effect on EntegrisAustralia are registered.

Properties and Assets. (ia) Entegris Except as would not, individually or a Subsidiary of Entegris has good and valid (and, in the case of real propertyaggregate, fee simple) title to, or a valid leasehold interest in, all the real and tangible properties and assets which it purports to own or lease, including all the properties and assets reflected in the Entegris Balance Sheet (except for personal property sold since the date of the Entegris Balance Sheet in the ordinary course of business consistent with past practice). All properties and assets reflected in the Entegris Balance Sheet are free and clear of all Liens, except for Liens reflected on the Entegris Balance Sheet and Liens for current taxes not yet due and other Liens, other than for borrowed money, that do not materially impair the use or operation of the property or assets subject thereto. (ii) Section 4.02(v) of the Entegris Disclosure Schedule sets forth a true, complete and correct list of all real property owned by Entegris or its Subsidiaries and the location of such premises. All material real property leases, licenses or other occupancy agreements to which Entegris or a Subsidiary of Entegris is a party or for which it is obligated (whether as lessor or tenant) (collectively, the “Entegris Real Property Leases”) are either filed as exhibits to the Entegris SEC Reports filed with the SEC prior to the date hereof or complete copies thereof have been delivered to or made available to Mykrolis. Section 4.02(v) of the Entegris Disclosure Schedule lists all Entegris Real Property Leases other than the Entegris Real Property Leases which are listed as an exhibit to Entegris’ most recent annual report on Form 10-K or a subsequent quarterly report on Form 10-Q. (iii) Each Entegris Real Property Lease is in full force and effect, unless the failure of any Entegris Real Property Lease to reasonably be in full force and effect would not be reasonably likely expected to have a Material Adverse Effect on Entegris. Neither Entegris nor any Acquiror, Acquiror and its Subsidiaries have good and defensible title to all of the Oil and Gas Interests reflected in the Acquiror Reserve Reports as attributable to interests owned by Acquiror and its Subsidiaries, nor to except for such Oil and Gas Interests sold, used, farmed out or otherwise disposed of since December 31, 2013 in the knowledge ordinary course of Entegrisbusiness, any free and clear of all Liens other party is in breach of than Permitted Liens and Production Burdens. Except as would not, individually or in default under any Entegris Real Property Leasethe aggregate, except for breaches or defaults which would not reasonably be reasonably likely expected to have a Material Adverse Effect on EntegrisAcquiror, (i) each Oil and Gas Lease to which Acquiror or any of its Subsidiaries is a party is valid and in full force and effect, (ii) none of Acquiror or any of its Subsidiaries has violated any provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default under the provisions of such Oil and Gas Lease, and (iii) none of Acquiror or any of its Subsidiaries has received written notice from the other party to any such Oil and Gas Lease that Acquiror or any of its Subsidiaries, as the case may be, has breached, violated or defaulted under any Oil and Gas Lease. (b) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Acquiror, (i) either Acquiror or a Subsidiary of Acquiror has good and valid title to each real property (and each real property at which operations of Acquiror or any of its Subsidiaries are conducted) owned by Acquiror or any Subsidiary (but excluding the Oil and Gas Interests) (such owned property collectively, the “Acquiror Owned Real Property”) and (ii) either Acquiror or a Subsidiary of Acquiror has a good and valid leasehold interest in each lease, sublease and other agreement under which Acquiror or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (or real property at which operations of Acquiror or any of its Subsidiaries are conducted) (but excluding the Oil and Gas Interests) (such property subject to a lease, sublease or other agreement, the “Acquiror Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Acquiror Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens, and other than any conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Acquiror, (A) each Acquiror Real Property Lease is valid, binding and in full force and effect and (B) no uncured default of a material nature on the part of Acquiror or, if applicable, its Subsidiary or, to Acquiror’s knowledge, the landlord thereunder, exists under any Acquiror Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Acquiror Real Property Lease. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Acquiror, (i) there are no leases, subleases, licenses, options, rights or other agreements affecting any portion of the Acquiror Owned Real Property or the Acquiror Leased Real Property that would reasonably be expected to adversely affect the existing use of such Acquiror Owned Real Property or the Acquiror Leased Real Property by Acquiror or its Subsidiaries in the operation of its business thereon, and (ii) neither Acquiror nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Acquiror Owned Real Property or Acquiror Leased Real Property that would reasonably be expected to adversely affect the existing use of such Acquiror Owned Real Property or Acquiror Leased Real Property by Acquiror or its Subsidiaries in the operation of its business thereon. (d) Except as would not be material to Acquiror and its Subsidiaries, taken as a whole, all proceeds from the sale of Hydrocarbons produced from the Oil and Gas Interests of Acquiror and its Subsidiaries are being received by them in a timely manner and are not being held in suspense for any reason other than awaiting preparation and approval of division order title opinions for recently drilled Xxxxx. (e) All of the Xxxxx and all water, CO2 or injection xxxxx located on the Oil and Gas Leases or Units of Acquiror and its Subsidiaries or otherwise associated with an Oil and Gas Interest of Acquiror or its Subsidiaries have been drilled, completed and operated within the limits permitted by the applicable Oil and Gas Contracts and applicable Law, and all drilling and completion (and plugging and abandonment) of the Xxxxx and such other xxxxx and all related development, production and other operations have been conducted in compliance with all applicable Laws except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Acquiror. (f) All Oil and Gas Interests operated by Acquiror and its Subsidiaries have been operated in accordance with reasonable, prudent oil and gas field practices and in compliance with the applicable Oil and Gas Leases and applicable Law, except where the failure to so operate would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Acquiror. (g) None of the material Oil and Gas Interests of Acquiror or its Subsidiaries is subject to any preferential purchase, consent or similar right that would become operative as a result of the transactions contemplated by this Agreement, except for any such preferential purchase, consent or similar rights that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Acquiror.

Properties and Assets. (ia) Entegris or a Subsidiary of Entegris Each TransPoint Entity has good and valid (andtitle to the properties, in assets and other rights reflected on the case of real property, fee simple) title to, or a valid leasehold interest in, all the real and tangible properties and assets which it purports to own or lease, including all the properties and assets reflected in the Entegris Balance Sheet (except for personal property sold or acquired since the date of the Entegris Balance Sheet Sheet, other than nonmaterial properties, assets and other rights disposed of in the ordinary course of business consistent with past practicepractice since the date of such Balance Sheet, and one or more of the TransPoint Entities has good and valid title to all such properties, assets and other rights free and clear of Liens, except for Permitted Liens. (b) Section 5.7 of the TransPoint Disclosure Schedule sets forth a complete and accurate list of (i) the real properties owned by any TransPoint Entity (the "Fee Properties") and (ii) the real properties leased by any TransPoint Entity (the "Leased Properties"). All properties Each TransPoint Entity has good and assets reflected marketable fee simple title to the Fee Properties and good and marketable leasehold title to the Leased Properties, in the Entegris Balance Sheet are each case free and clear of all Liens, tenants and occupants except for Liens reflected on the Entegris Balance Sheet Permitted Liens. Complete and Liens for current taxes not yet due and other Liens, other than for borrowed money, that do not materially impair the use or operation of the property or assets subject thereto. (ii) Section 4.02(v) of the Entegris Disclosure Schedule sets forth a true, complete and correct list accurate copies of all real property owned by Entegris or its Subsidiaries and the location of such premises. All material real property leases, licenses leases or other occupancy agreements to which Entegris or a Subsidiary of Entegris is a party or for which it is obligated (whether as lessor or tenant) (collectively, the “Entegris Real Property Leases”) are either filed as exhibits relating to the Entegris SEC Reports filed with the SEC prior to the date hereof or complete copies thereof Leased Properties have been delivered to CheckFree and there have been no material changes or made available amendments to Mykrolissuch leases or agreements since such delivery. Section 4.02(v) Each TransPoint Entity is the lawful owner of all improvements and fixtures located on the Fee Properties and all moveable fixtures located at the Leased Properties, free and clear of all Liens except for Permitted Liens. Each lease or other agreement relating to the Leased Properties is a valid and subsisting agreement, without any material default of any TransPoint Entity thereunder and, to the Knowledge of the Entegris Disclosure Schedule lists Parents, without any material default thereunder of the other party thereto, and such leases and agreements give the TransPoint Entities the right to use or occupy, as the case may be, all Entegris Real Property Leases other than real properties as are sufficient and adequate to operate the Entegris Real Property Leases which are listed TransPoint Business as an exhibit it is currently being conducted. The TransPoint Entities' possession of such property has not been disturbed nor has any claim relating to Entegris’ most recent annual report on Form 10-K the TransPoint Entities' title to or a subsequent quarterly report on Form 10-Q.possession of such property been asserted against the TransPoint Entities. (iiic) Each Entegris Real Property Lease The Parents have provided CheckFree lists of (i) all of the tangible personal property used by the TransPoint Entities in the TransPoint Business having an original acquisition cost of $50,000 or more, and (ii) all leases of personal property binding upon any TransPoint Entity. All of such tangible personal property is presently utilized by the TransPoint Entities in the ordinary course of its business and is in full force good working order, ordinary wear and effect, unless the failure of any Entegris Real Property Lease to be in full force and effect would not be reasonably likely to have a Material Adverse Effect on Entegris. Neither Entegris nor any of its Subsidiaries, nor to the knowledge of Entegris, any other party is in breach of or in default under any Entegris Real Property Lease, except for breaches or defaults which would not be reasonably likely to have a Material Adverse Effect on Entegristear excepted.

Properties and Assets. (ia) Entegris or a Subsidiary of Entegris has Scient’x and its Subsidiaries have good and valid (andtitle to all of their respective properties, interests in properties and assets, real and personal, reflected on the Scient’x Most Recent Balance Sheet or acquired since the Scient’x Most Recent Balance Sheet Date, or, in the case of real propertyleased properties and assets, fee simple) title to, or a valid leasehold interest in, all the real and tangible interests in such properties and assets which it purports to own or leaseassets, including all the properties and assets reflected in the Entegris Balance Sheet (except for personal property sold since the date of the Entegris Balance Sheet in the ordinary course of business consistent with past practice). All properties and assets reflected in the Entegris Balance Sheet are each case free and clear of all Liens, except for Liens reflected on the Entegris Balance Sheet and Liens for current taxes not yet due and other Liens, other than for borrowed money, that do not materially impair the use or operation of the property or assets subject theretoPermitted Scient’x Encumbrances. (iib) Section 4.02(v) of the Entegris Disclosure Schedule sets forth a true, complete and correct list of all There is no real property owned by Entegris Scient’x or any of its Subsidiaries and the location of such premisesSubsidiaries. All material leases for leased real property leases, licenses or other occupancy agreements to which Entegris or a Subsidiary of Entegris is a party or for which it is obligated (whether as lessor or tenant) (collectively, the “Entegris Real Property Leases”) Scient’x are either filed as exhibits to the Entegris SEC Reports filed with the SEC prior to the date hereof or complete copies thereof have been delivered to or made available to Mykrolis. listed in Section 4.02(v2.13(b) of the Entegris Scient’x Disclosure Schedule lists all Entegris Real Property Leases other than the Entegris Real Property Leases which and are listed as an exhibit to Entegris’ most recent annual report on Form 10-K or a subsequent quarterly report on Form 10-Q. (iii) Each Entegris Real Property Lease is in full force and effect, unless are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing material default (or event which with notice or the failure lapse of any Entegris Real Property Lease time, or both, would constitute a material default) that would give rise to be a claim thereunder. None of the leases listed in full force and effect would not be reasonably likely to Section 2.13(b) of the Scient’x Disclosure Schedule have a Material Adverse Effect on Entegrisbeen amended or modified. Neither Entegris nor No termination notice (congé) has been served by Scient’x or any of its Subsidiaries, nor Subsidiaries or any landlord. No renewal offer or renewal request has been served by Scient’x or any of its Subsidiaries or any landlord. The premises leased pursuant to the knowledge leases listed in Section 2.13(b) of Entegristhe Scient’x Disclosure Schedule have not been subleased by Scient’x or its applicable Subsidiary. Scient’x has performed in all material respects all obligations under the leases listed in Section 2.13(b) of the Scient’x Disclosure Schedule, including without limitation the payment of all rents and service charges. (c) The facilities, property and equipment owned, leased or otherwise used by Scient’x or any other party is of its Subsidiaries are in breach a good state of or maintenance and repair, free from material defects and in default under any Entegris Real Property Leasegood operating condition (subject to normal wear and tear), except and suitable for breaches or defaults the purposes for which they are currently used, except, in each case, as would not reasonably be reasonably likely expected to have a result in an Scient’x Material Adverse Effect on EntegrisEffect.

Properties and Assets. (i) Entegris or a Subsidiary Each of Entegris ABI and its Subsidiaries has good and valid (andmarketable title or leasehold title, in as the case may be, to all of real property, fee simple) title to, or a valid leasehold interest in, all the real its respective assets and tangible properties and assets which that it purports to own or lease, including without limitation all the properties and assets those reflected in the Entegris ABI Most Recent Balance Sheet (except for personal property sold since the date properties or assets sold, consumed, or otherwise disposed of the Entegris Balance Sheet in the ordinary course of business consistent with past practicesince the date of the ABI Most Recent Balance Sheet). All properties and assets reflected in the Entegris Balance Sheet are , all free and clear of all LiensLiens on ABI's or any of its Subsidiaries' interest therein. All such properties and assets are in good condition and repair, except for Liens reflected reasonable wear-and-tear excepted, and are, and as of the Closing Date will be, adequate and sufficient to carry on the Entegris Balance Sheet business of ABI and Liens for current taxes not yet due and other Liensits Subsidiaries as presently conducted. To ABI's knowledge, other than for borrowed money, that do not materially impair the use or operation Schedule 7.10 of the property or assets subject thereto. (ii) Section 4.02(v) of the Entegris ABI Disclosure Schedule sets forth a true, complete and correct list of all capital assets of ABI and its Subsidiaries. Neither ABI nor any of its Subsidiaries owns any real property. Neither ABI nor any of its Subsidiaries has received any notice that either the whole or any portion of any real property owned leased by Entegris it is to be condemned, requisitioned, or otherwise taken by any public authority or is to be the subject of any public improvements that may result in special assessments against or otherwise affect such real property. Schedule 7.10 of the ABI Disclosure Schedule sets forth a complete and correct description of all leases of real property to which ABI or its Subsidiaries and the location of such premises. All material real property leases, licenses or other occupancy agreements to which Entegris or a Subsidiary of Entegris is a party or for which it is obligated (whether as lessor or tenant) (collectively, the “Entegris Real Property Leases”) are either filed as exhibits to the Entegris SEC Reports filed with the SEC prior to the date hereof or complete party. Complete and correct copies thereof of all such leases have been delivered to the Company. Each such lease is valid and subsisting and no event or made available to Mykrolis. Section 4.02(v) condition exists that constitutes, or after notice or lapse of the Entegris Disclosure Schedule lists all Entegris Real Property Leases other than the Entegris Real Property Leases which are listed as an exhibit to Entegris’ most recent annual report on Form 10-K time or both could constitute, a subsequent quarterly report on Form 10-Q. (iii) Each Entegris Real Property Lease is in full force and effect, unless the failure of any Entegris Real Property Lease to be in full force and effect would not be reasonably likely to have a Material Adverse Effect on Entegris. Neither Entegris nor default thereunder by ABI or any of its Subsidiaries, nor or to the knowledge best of EntegrisABI's knowledge, any other party is person. The leasehold interests of ABI and each of its Subsidiaries are subject to no Lien, and ABI and its Subsidiaries are in breach quiet possession of or in default under any Entegris Real Property Lease, except for breaches or defaults which would not be reasonably likely to have a Material Adverse Effect on Entegristhe properties covered by such leases.