Common use of Properties and Insurance Clause in Contracts

Properties and Insurance. (a) Uni-Pixel has good and, as to owned real property, if any, legal title to all material assets and properties, whether real or personal, tangible or intangible, reflected in Uni-Pixel's balance sheet as of September 30, 2004, or owned and acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business since September 30, 2004), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in such balance sheet or the notes thereto or incurred in the ordinary course of business after the date of such balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, and statutory and contractual landlord's liens in connection with any leases, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets, and financial condition of Uni-Pixel and (iv) with respect to owned real property, if any, title imperfections noted in title reports delivered to the Company prior to the date hereof. Uni-Pixel, as lessee, has the right under written leases to occupy, use, possess and control, in all material respects, all real property leased by it, subject to the terms and provisions of such leases. (b) Except for software licenses associated with stand-alone computers, leases of vehicles and leases or hire contracts for miscellaneous office equipment and all sale-leaseback transactions, all assets of Uni-Pixel that exceed $5,000 in value, to include any and all property, whether tangible or intangible, and including but not limited to any and all Intellectual Property or the right to any and all royalties accruing thereunder are the lawful property of Uni-Pixel and as such are freely and fully assignable or transferable except as otherwise provided herein. (c) Schedule 4.11(c) of the Uni-Pixel Disclosure Schedule lists all policies of insurance and bonds covering business operations and insurable properties and assets of Uni-Pixel, all risks insured against, and the amount thereof and deductibles relating thereto. As of the date hereof, Uni-Pixel has not, since January 1, 2003, received any notice of cancellation or notice of a material amendment of any such insurance policy or bond and it is not in default in any material respect under such policy or bond, and, to Uni-Pixel's knowledge, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion.

Properties and Insurance. (a) Uni-Pixel Gemini has good and, as to owned real property, if any, legal title to all material assets and properties, whether real or personal, tangible or intangible, reflected in Uni-PixelGemini's balance sheet as of September 30, 2004, or owned and acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business since September 30, 2004), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in such balance sheet or the notes thereto or incurred in the ordinary course of business after the date of such balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, faith and statutory and contractual landlord's liens in connection with any leases, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets, and financial condition of Uni-Pixel Gemini and (iv) with respect to owned real property, if any, title imperfections noted in title reports delivered to the Company Uni-Pixel prior to the date hereof. Uni-PixelGemini, as lessee, has the right under written leases to occupy, use, possess and control, in all material respects, all real property leased by it, as presently occupied, used, possessed and controlled by it, subject to the terms and provisions of such leases. (b) Except for software licenses associated with stand-alone computers, leases of vehicles and leases or hire contracts for miscellaneous office equipment and all sale-leaseback transactions, all assets of Uni-Pixel Gemini that exceed $5,000 in value, to include any and all property, whether tangible or intangible, and including but not limited to any and all Intellectual Property or the right to any and all royalties accruing thereunder are the lawful property of Uni-Pixel Gemini and as such are freely and fully assignable or transferable except as otherwise provided herein. (c) Schedule 4.11(c5.10(c) of the Uni-Pixel Gemini Disclosure Schedule lists all policies of insurance and bonds covering business operations and insurable properties and assets of Uni-PixelGemini, all risks insured against, and the amount thereof and deductibles relating thereto. As of the date hereof, Uni-Pixel Gemini has not, since January 1, 2003, received any notice of cancellation or notice of a material amendment of any such insurance policy or bond and it is not in default in any material respect under such policy or bond, and, to Uni-PixelGemini's knowledge, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion.

Properties and Insurance. (a) Uni-Pixel The Company has good and, as to owned real property, if any, legal title to all material assets and properties, whether real or personal, tangible or intangible, reflected in Uni-Pixelthe Company's balance sheet as of September 30, 2004, or owned and acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business since September 30, 2004), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in such balance sheet or the notes thereto or incurred in the ordinary course of business after the date of such balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, faith and statutory and contractual landlord's liens in connection with any leases, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets, and financial condition of Uni-Pixel the Company and (iv) with respect to owned real property, if any, title imperfections noted in title reports delivered to the Company Uni-Pixel prior to the date hereof. Uni-PixelThe Company, as lessee, has the right under written leases to occupy, use, possess and control, in all material respects, all real property leased by it, as presently occupied, used, possessed and controlled by it, subject to the terms and provisions of such leases. (b) Except for software licenses associated with stand-alone computers, leases of vehicles and leases or hire contracts for miscellaneous office equipment and all sale-leaseback transactions, all assets of Uni-Pixel the Company that exceed $5,000 in value, to include any and all property, whether tangible or intangible, and including but not limited to any and all Intellectual Property or the right to any and all royalties accruing thereunder are the lawful property of Uni-Pixel the Company and as such are freely and fully assignable or transferable except as otherwise provided herein. (c) Schedule 4.11(c6.12(c) of the Uni-Pixel Company Disclosure Schedule lists all policies of insurance and bonds covering business operations and insurable properties and assets of Uni-Pixelthe Company, all risks insured against, and the amount thereof and deductibles relating thereto. As of the date hereof, Uni-Pixel the Company has not, since January 1, 2003, received any notice of cancellation or notice of a material amendment of any such insurance policy or bond and it is not in default in any material respect under such policy or bond, and, to Uni-Pixelthe Company's knowledge, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion.

Properties and Insurance. (a) Uni-Pixel PolyMedix has good and, as to owned real property, if any, legal title to all material assets and properties, whether real or personal, tangible or intangible, reflected in Uni-Pixel's PolyMedix’s balance sheet as of September June 30, 20042005, or owned and acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business since September June 30, 20042005), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in such balance sheet or the notes thereto or incurred in the ordinary course of business after the date of such balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, and statutory and contractual landlord's ’s liens in connection with any leases, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets, and financial condition of Uni-Pixel PolyMedix and (iv) with respect to owned real property, if any, title imperfections noted in title reports delivered to the Company prior to the date hereof. Uni-PixelPolyMedix, as lessee, has the right under written leases to occupy, use, possess and control, in all material respects, all real property leased by it, subject to the terms and provisions of such leases. (b) Except for software licenses associated with stand-alone computers, leases of vehicles and leases or hire contracts for miscellaneous office equipment and all sale-leaseback transactionstransactions and subject to the Intellectual Property rights of third parties, all of the assets of Uni-Pixel (tangible and intangible) purported to be owned by PolyMedix that exceed $5,000 in value, to include any and all property, whether tangible or intangible, and including but not limited to any and all Intellectual Property or the right to any and all royalties accruing thereunder value are the lawful property of Uni-Pixel PolyMedix and as such are freely and fully assignable or transferable except as otherwise provided herein. (c) Schedule 4.11(c) of the Uni-Pixel PolyMedix Disclosure Schedule lists all policies of insurance and bonds covering business operations and insurable properties and assets of Uni-PixelPolyMedix, all risks insured against, and the amount thereof and deductibles relating thereto. As of the date hereof, Uni-Pixel PolyMedix has not, since January 1, 2003, received any notice of cancellation or notice of a material amendment of any such insurance policy or bond and it is not in default in any material respect under such policy or bond, and, to Uni-Pixel's PolyMedix’s knowledge, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion.

Properties and Insurance. (a) Uni-Pixel Isolagen has good and, as to owned real property, if any, legal marketable title to all material assets and properties, whether real or personal, tangible or intangible, reflected in Uni-PixelIsolagen's balance sheet as of September June 30, 20042001, or owned and acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business since September June 30, 20042001), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in such balance sheet or the notes thereto or incurred in the ordinary course of business after the date of such balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, and statutory and contractual landlord's liens in connection with any leases, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets, and financial condition of Uni-Pixel Isolagen and (iv) with respect to owned real property, if any, title imperfections noted in title reports delivered to the Company prior to the date hereof. Uni-PixelIsolagen, as lessee, has the right under written valid and subsisting leases to occupy, use, possess and control, in all material respects, all real property leased by it, subject to the terms as presently occupied, used, possessed and provisions of such leasescontrolled by it. (b) Except as disclosed in Schedule 4.11(b) of the Isolagen Disclosure Schedule and for software licenses associated with stand-alone computers, leases of vehicles and leases or hire contracts for miscellaneous office equipment and all sale-leaseback transactions, all assets of Uni-Pixel Isolagen that exceed $5,000 in value, to include any and all property, whether tangible or intangible, and including but not limited to any and all Intellectual Property or the right to any and all royalties accruing thereunder are the lawful property of Uni-Pixel Isolagen and as such are freely and fully assignable or transferable except as otherwise provided herein. (c) Schedule 4.11(c) of the Uni-Pixel Isolagen Disclosure Schedule lists all policies of insurance and bonds covering business operations and insurable properties and assets of Uni-PixelIsolagen, all risks insured against, and the amount thereof and deductibles relating thereto. As of the date hereof, Uni-Pixel Isolagen has not, since January 1, 20031999, received any notice of cancellation or notice of a material amendment of any such insurance policy or bond and it is not in default in any material respect under such policy or bond, and, to Uni-PixelIsolagen's and Isolagen Stockholders' knowledge, no coverage thereunder is being disputed and all material claims thereunder have been filed in a timely fashion.