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 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 and assets reflected in the Entegris Company Balance Sheet are free and clear of all Liens, except for Liens reflected on the Entegris Company Balance Sheet and Liens for current taxes not yet due and other Liens, other than for borrowed money, Liens that do not materially impair the use or operation of the property or assets subject thereto. (iib) Section 4.02(v) 4.15 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 premises. 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 Company SEC Reports filed with the SEC prior to the date hereof or complete copies thereof have been delivered to or made available to MykrolisParent. Section 4.02(v) 4.15 of the Entegris Company Disclosure Schedule lists all Entegris Company Real Property Leases other than the Entegris Company Real Property Leases which are listed as an exhibit to Entegris’ the Company's most recent annual report on Form 10-K or a subsequent quarterly report on Form 10-Q. (iiic) Each Entegris As of the date of this Agreement, (i) all Company Real Property Lease is in full force and effect, unless the failure of any Entegris Real Property Lease to be Leases are in full force and effect would not (except as such enforceability may be reasonably likely subject to have a Material Adverse Effect on Entegris. Neither Entegris nor Laws 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), (ii) there is no existing material default by the Company under any of its Subsidiariesthe Company Real Property Leases, nor except such defaults as have 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, and (iv) 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. (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. (ia) Entegris or a Subsidiary Except for assets disposed 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 practice since the Interim Balance Sheet Date, the Acquired Companies own good and assets reflected marketable title to, or hold pursuant to valid and enforceable leases, all of the material personal property shown to be owned or leased by it on the balance sheet included in the Entegris Balance Sheet are Interim Financial Statements, in each case, free and clear of all LiensEncumbrances, 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 Encumbrances. (iib) Section 4.02(v3.16(b) of the Entegris Disclosure Schedule sets forth a true, correct and complete and correct list of all real property owned by Entegris or its Subsidiaries and the location of such premises. All material real property leasesleasing, licenses sublease, license or other occupancy agreements to under which Entegris any of the Acquired Companies leases, uses or occupies real property, along with all amendments, modifications and supplements thereto (each, a Subsidiary of Entegris is a party or for which it is obligated (whether as lessor or tenant) (“Lease” and, 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) and a description of the Entegris Disclosure Schedule lists all Entegris Real Property real property demised under each of the Leases, (each, a “Leased Property” and, collectively, the “Leased Properties”). Each Acquired Company has a valid and enforceable leasehold interest under each of the Leases other than the Entegris Real Property to which it is a party and each of such 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. No Acquired Company or, 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 Knowledge of Entegristhe Seller Parties, any other party thereto, is in default or breach in any material respect under the terms of any such Lease nor has any event occurred that, with notice or lapse of time or both, would constitute a material breach of any Lease by any Acquired Company. True and correct copies of each Lease (including all amendments and supplements thereto) as in effect as of the date of this Agreement have been made available to the Purchaser or its representatives. (c) No Acquired Company has leased or otherwise granted to any Person the right to use or occupy any Leased Property or any portion thereof. (d) No Acquired Company owns any real property. (e) At the Closing, the assets and properties of the Acquired Companies will, taking into account the consummation of the Transactions and assuming the receipt as of the Closing of all consents and the making of all filings and notifications set forth on Section 3.04 of the Disclosure Schedule and Section 3.05 of the Disclosure Schedule, constitute all of the assets and properties necessary to conduct the Business immediately following the Closing in default under any Entegris Real Property Leaseall material respects as presently carried on by the Acquired Companies, except for breaches or defaults which would not be reasonably likely consistent with the past practice of the Acquired Companies with respect to have a Material Adverse Effect on Entegristhe Business.

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. (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.

Properties and Assets. The Arbor Assets are all of the assets and known or contingent liabilities of Arbor as of the date hereof. Arbor does not own any real property nor is it a party to any contract for the purchase, sale, or development of real estate. Arbor has provided to TeleBanc a true, correct and complete copy of each real property lease, sublease, or similar agreement to which Arbor is a party. Except for (ia) Entegris items reflected in the audited financial statements of Arbor as of December 31, 1995, (b) exceptions to title that do not interfere materially with Arbor's use and enjoyment of leased real property (other than real property acquired through foreclosure or a Subsidiary transaction in lieu of Entegris has good and valid foreclosure), (and, in the case of c) liens for current real property, fee simple) title toestate taxes not yet delinquent, or a valid leasehold interest inbeing contested in good faith, all properly reserved against (and reflected on the real financial statements referred to in Section 4.6 below) and tangible (d) 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). All practice since December 31, 1995, Arbor has good title to all its properties and assets, including the properties and assets reflected in the Entegris Balance Sheet are Schedule A of Arbor Assets, whether real, personal, tangible or intangible, free and clear of all Liensliens, except for Liens reflected on the Entegris Balance Sheet and Liens for current taxes not yet due claims, charges and other Liensencumbrances. Arbor, other than as lessee, has the right under valid and subsisting leases to occupy, use and possess all property leased by it, and there has not occurred under any such lease any breach, violation or default except with respect to deductibles under insurance policies that comply with the requirements of Section 4.10, and Arbor has not experienced any uninsured damage or destruction with respect to such properties since December 31, 1995. Arbor enjoys peaceful and undisturbed possession under all leases for borrowed money, that do not materially impair the use of real or operation of tangible personal property under which it is the property or assets subject thereto. (ii) Section 4.02(v) of the Entegris Disclosure Schedule sets forth a truelessee, 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 leases to which Entegris or a Subsidiary of Entegris Arbor 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 valid and enforceable in all material respects in accordance with the SEC prior to terms thereof except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights and except as may be limited by the date hereof or complete copies thereof have been delivered to or made available to Mykrolisexercise of judicial discretion in applying principles of equity. 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 Arbor 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 with respect to any Entegris Real Property Lease, except for breaches or defaults which would not be reasonably likely to have a Material Adverse Effect on Entegrissuch lease.