Common use of Properties, Assets and Leasehold Estates Clause in Contracts

Properties, Assets and Leasehold Estates. (a) Set forth on Part 4.10(a) of the Disclosure Schedule is a description of each item of personal property, excluding inventory, owned by Seller that had a book value as of the Balance Sheet Date greater than $10,000. For purposes of this SECTION 4.10, "personal property" excludes Intellectual Property. Seller has good title to all of its personal property that is material to Seller's business, results of operations, financial condition or Assets (including, without limitation, those items of personal property set forth on Part 4.10(a) of the Disclosure Schedule), free and clear of all Encumbrances, except for Permitted Encumbrances and those Encumbrances set forth on Part 4.10(a) of the Disclosure Schedule. (b) Set forth on Part 4.10(b) of the Disclosure Schedule is a description of each item of personal property leased by Seller for which the annual rent payable under the applicable lease or contract exceeds $10,000. Seller has good title to all the leasehold estates pursuant to which the personal property set forth on Part 4.10(b) of the Disclosure Schedule is leased, free and clear of all Encumbrances, except for Permitted Encumbrances and those Encumbrances set forth on Part 4.10(b) of the Disclosure Schedule. Seller has not breached any provision of and is not in default (and no event or circumstance exists that with notice, or the lapse of time or both, would constitute a default by Seller) under the terms of any lease or other agreement pursuant to which the personal property set forth on Part 4.10(b) of the Disclosure Schedule is leased. To the Best Knowledge of Seller and each Escrow Stockholder, all of such leases or other agreements are in full force and effect. There are no pending or, to the Best Knowledge of Seller and each Escrow Stockholder, threatened disputes with respect to any lease or other agreement pursuant to which the personal property set forth on Part 4.10(b) of the Disclosure Schedule is leased, which would have a Material Adverse Effect and, to the Best Knowledge of Seller and each Escrow Stockholder, the lessor thereunder has not breached any provision of and is not in default (and no event or circumstance exists that with notice, or the lapse or time or both, would constitute a default by the lessor) under the terms of any such lease or other agreement. (c) Seller owns no real property. (d) Set forth on Part 4.10(d) of the Disclosure Schedule is a list of all leases of Seller with respect to real property leased by Seller for which the annual rent payable under the applicable lease or contract exceeds $10,000. Seller has good and marketable title to all the leasehold estates pursuant to which the real property set forth on Part 4.10(d) of the Disclosure Schedule is leased, free and clear of all Encumbrances, except for Permitted Encumbrances. Seller has not breached any provision of and is not in default (and no event or circumstance exists that with notice, or the lapse of time or both, would constitute a default by Seller) under the terms of any lease or other agreement pursuant to which the real property set forth on Part 4.10(d) of the Disclosure Schedule is leased. To the Best Knowledge of Seller and each Escrow Stockholder, all of such leases or other agreements are in full force and effect. There are no pending or, to the Best Knowledge of Seller and each Escrow Stockholder, threatened disputes with respect to any lease or other agreement pursuant to which the real property set forth on Part 4.10(d) of the Disclosure Schedule is leased and, to the Best Knowledge of Seller and each Escrow Stockholder, the lessor thereunder has not breached any provision of and is not in default (and no event or circumstance exists that with notice, or the lapse of time or both, would constitute a default by the lessor) under the terms of any such lease or other agreement. (e) To the Best Knowledge of Seller and each Escrow Stockholder, there is no (i0 change contemplated in any applicable law, statute, ordinance, rule, regulation, order or determination of any Governmental Authority, (ii) applicable law, statute, ordinance, rule, regulation, order or determination of any Governmental Authority or any restrictive covenant or deed restriction affecting the real property described in SECTION 4.10(C) and (D) hereof, including without limitation any zoning ordinances, building codes, flood disaster laws, wetlands regulations, health laws or environmental laws, (iii) judicial or administrative action, (iv) action by adjacent landowners, (v) administrative action, (vi) natural or artificial conditions on or about the real property identified in SECTION 4.10(C) and (D) or (vii) significant adverse fact or condition relating to such real property or its use that would, in each case, have a Material Adverse Effect upon the Business or the operation or maintenance of such real property compared to the cost as of the date hereof. (f) Seller has good title to all personal property, including equipment and other infrastructure, that will be required to execute and implement Seller's business plan as presented to the BCC Parties.

Properties, Assets and Leasehold Estates. SUITS or a Subsidiary owns or has the right to use (apursuant to a valid lease or license disclosed on Section 4.12 of the Disclosure Schedule) Set forth all property, real or personal, tangible or intangible, (i) reflected on Part 4.10(athe Reference Balance Sheet (other than the Excluded Assets and items sold by SUITS or a Subsidiary since the Balance Sheet Date in the Ordinary Course of Business for which the proceeds from such sales did not exceed $25,000 individually or $50,000 in the aggregate) or (ii) utilized in or necessary for the operation of its business (including without limitation the Rigs). Section 4.12 of the Disclosure Schedule is sets forth a description true and complete list of each item of personal property, excluding inventory, owned by Seller that had a book value all such property (other than the Rigs which are fully described on Exhibit E hereto) as of the Balance Sheet Date greater than $10,000date hereof (with all property that is leased or licensed being designated as such). For purposes of this SECTION 4.10, "personal property" excludes Intellectual Property. Seller SUITS or a Subsidiary has good and indefeasible title to all of its personal real property that is material interests (including leasehold estates) and good and marketable title to Seller's businessall other properties and assets, results of operations, financial condition or Assets (including, without limitation, those items of personal property each as set forth on Part 4.10(a) in Section 4.12 of the Disclosure Schedule), free and clear of all Encumbrancesmortgages, except for Permitted Encumbrances liens, pledges, conditional sales agreements, charges, easements, covenants, assessments, restrictions and those Encumbrances set forth on Part 4.10(a) encumbrances of any nature whatsoever, and there are no pending or, to SUITS' knowledge, no threatened claims of any Person challenging SUITS' or a Subsidiary's title or rights to the Disclosure Schedule. (b) Set forth on Part 4.10(b) of the Disclosure Schedule is a description of each item of personal property leased by Seller for which the annual rent payable under the applicable lease or contract exceeds $10,000. Seller has good title to all the properties, assets and leasehold estates pursuant to which listed on Schedule 4.12 or otherwise utilized in or necessary for the personal property set forth on Part 4.10(b) operation of the Disclosure Schedule is leased, free and clear of all Encumbrances, except for Permitted Encumbrances and those Encumbrances set forth on Part 4.10(b) of the Disclosure Schedule. Seller has not breached any provision of and is not in default (and no event or circumstance exists that with notice, SUITS' or the lapse Subsidiaries' business. All material leases of time property under which SUITS or botha Subsidiary purports to be a lessee are valid, would constitute a default by Seller) under the terms of any lease or other agreement pursuant to which the personal property set forth on Part 4.10(b) of the Disclosure Schedule is leased. To the Best Knowledge of Seller binding and each Escrow Stockholder, all of such leases or other agreements are in full force and effect. There are no pending orAll such structures, equipment and other properties of SUITS or a Subsidiary and the present use of such items conform to the Best Knowledge of Seller and each Escrow Stockholderall Governmental Requirements, threatened disputes with respect to any lease or other agreement pursuant to which the personal property set forth on Part 4.10(b) of the Disclosure Schedule is leased, which would have a Material Adverse Effect and, to the Best Knowledge of Seller and each Escrow Stockholder, the lessor thereunder has not breached any provision of and is not in default (and no event or circumstance exists that with notice, or the lapse or time or both, would constitute a default by the lessor) under the terms notice of any violation of any such lease or other agreement. (c) Seller owns no real property. (d) Set forth on Part 4.10(d) of the Disclosure Schedule is a list of all leases of Seller with respect to real property leased by Seller for which the annual rent payable under the applicable lease or contract exceeds $10,000. Seller has good and marketable title to all the leasehold estates pursuant to which the real property set forth on Part 4.10(d) of the Disclosure Schedule is leased, free and clear of all Encumbrances, except for Permitted Encumbrances. Seller has not breached any provision of and is not in default (and no event or circumstance exists that with notice, or the lapse of time or both, would constitute a default by Seller) under the terms of any lease or other agreement pursuant to which the real property set forth on Part 4.10(d) of the Disclosure Schedule is leased. To the Best Knowledge of Seller and each Escrow Stockholder, all of such leases or other agreements are in full force and effect. There are no pending or, to the Best Knowledge of Seller and each Escrow Stockholder, threatened disputes with respect to any lease or other agreement pursuant to which the real property set forth on Part 4.10(d) of the Disclosure Schedule is leased and, to the Best Knowledge of Seller and each Escrow Stockholder, the lessor thereunder has not breached any provision of and is not in default (and no event or circumstance exists that with notice, or the lapse of time or both, would constitute a default by the lessor) under the terms of any such lease or other agreement. (e) To the Best Knowledge of Seller and each Escrow Stockholder, there is no (i0 change contemplated in any applicable law, statute, ordinance, rule, regulation, order or determination of any Governmental Authority, (ii) applicable law, statute, ordinance, rule, regulation, order or determination of any Governmental Authority or any restrictive covenant or deed restriction affecting the real property described in SECTION 4.10(C) and (D) hereof, including without limitation any zoning ordinances, building codes, flood disaster laws, wetlands regulations, health laws or environmental laws, (iii) judicial or administrative action, (iv) action by adjacent landowners, (v) administrative action, (vi) natural or artificial conditions on or about the real property identified in SECTION 4.10(C) and (D) or (vii) significant adverse fact or condition Requirements relating to such real property assets or its their use that wouldhas been received by SUITS or a Subsidiary. SUITS and each Subsidiary has all easements, in each caserights of ingress and egress, have a Material Adverse Effect upon and utilities and services necessary for all operations conducted by it. Neither the Business or the operation or maintenance whole nor any portion of such real property compared to the cost as of the date hereof. (f) Seller has good title to all personal property, including equipment and other infrastructure, that will be required to execute and implement Seller's business plan as presented to the BCC Parties.any

Properties, Assets and Leasehold Estates. (a) Set forth on Part Schedule 4.10(a) of the Disclosure Schedule is a description of each item of personal property, excluding inventory, owned by Seller that had a book value as of the Balance Sheet Date greater than $10,000. For purposes of this SECTION Section 4.10, "personal property" excludes Intellectual Property. Seller has good title to all of its personal property that is material to Seller's business, results of operations, financial condition or Assets (including, without limitation, those items of personal property set forth on Part Schedule 4.10(a) of the Disclosure Schedule)), free and clear of all Encumbrances, except for Permitted Encumbrances and those Encumbrances set forth on Part Schedule 4.10(a) of the Disclosure Schedule). (b) Set forth on Part Schedule 4.10(b) of the Disclosure Schedule is a description of each item of personal property leased by Seller for which the annual rent payable under the applicable lease or contract exceeds $10,000. Seller has good title to all the leasehold estates pursuant to which the personal property set forth on Part Schedule 4.10(b) of the Disclosure Schedule is leased, free and clear of all Encumbrances, except for Permitted Encumbrances and those Encumbrances set forth on Part Schedule 4.10(b) of the Disclosure Schedule). Seller has not breached any provision of and is not in default (and no event or circumstance exists that with notice, or the lapse of time or both, would constitute a default by Seller) under the terms of any lease or other agreement pursuant to which the personal property set forth on Part Schedule 4.10(b) of the Disclosure Schedule is leased. To the Best Knowledge of Seller and each Escrow StockholderShareholder, all of such leases or other agreements are in full force and effect. There are no pending or, to the Best Knowledge of Seller and each Escrow StockholderShareholder, threatened disputes with respect to any lease or other agreement pursuant to which the personal property set forth on Part Schedule 4.10(b) of the Disclosure Schedule is leased, which would have a Material Adverse Effect leased and, to the Best Knowledge of Seller and each Escrow StockholderShareholder, the lessor thereunder has not breached any provision of and is not in default (and no event or circumstance exists that with notice, or the lapse or time or both, would constitute a default by the lessor) under the terms of any such lease or other agreement. (c) Seller owns no real property. (d) Set forth on Part Schedule 4.10(d) of the Disclosure Schedule is a list of all leases of Seller with respect to real property leased by Seller for which the annual rent payable under the applicable lease or contract exceeds $10,000. Seller has good and marketable title to all the leasehold estates pursuant to which the real property set forth on Part Schedule 4.10(d) of the Disclosure Schedule is leased, free and clear of all Encumbrances, except for Permitted Encumbrances. Seller has not breached any provision of and is not in default (and no event or circumstance exists that with notice, or the lapse of time or both, would constitute a default by Seller) under the terms of any lease or other agreement pursuant to which the real property set forth on Part Schedule 4.10(d) of the Disclosure Schedule is leased. To the Best Knowledge of Seller and each Escrow StockholderShareholder, all of such leases or other agreements are in full force and effect. There are no pending or, to the Best Knowledge of Seller and each Escrow StockholderShareholder, threatened disputes with respect to any lease or other agreement pursuant to which the real property set forth on Part Schedule 4.10(d) of the Disclosure Schedule is leased and, to the Best Knowledge of Seller and each Escrow StockholderShareholder, the lessor thereunder has not breached any provision of and is not in default (and no event or circumstance exists that with notice, or the lapse of time or both, would constitute a default by the lessor) under the terms of any such lease or other agreement. (e) To the Best Knowledge of Seller and each Escrow StockholderShareholder, there is no (i0 change contemplated in any applicable law, statute, ordinance, rule, regulation, order or determination of any Governmental Authority, (iii) applicable law, statute, ordinance, rule, regulation, order or determination of any Governmental Authority or any restrictive covenant or deed restriction affecting the real property described in SECTION 4.10(C) and (DSection 4.10(d) hereof, including without limitation any zoning ordinances, building codes, flood disaster laws, wetlands regulations, health laws or environmental laws, (iiiii) judicial or administrative action, (iviii) action by adjacent landowners, (viv) administrative action, (viv) natural or artificial conditions on or about the real property identified in SECTION 4.10(C) and (DSection 4.10(d) or (viivi) significant adverse fact or condition relating to such real property or its use that would, in each case, have a Material Adverse Effect upon prevent, limit, impede or render more costly the Business or the ownership, operation or maintenance of such real property compared to the cost as of the date hereof. (f) Seller has good title to all personal property, including equipment and other infrastructure, that will be required to execute and implement Seller's business plan as presented to the BCC Parties.

Properties, Assets and Leasehold Estates. TEXONA owns or has the right to use (apursuant to a valid lease or license disclosed on Schedule 4.12 of the Disclosure Schedule) Set forth all property, real or personal, tangible or intangible, (i) reflected on Part 4.10(athe Reference Balance Sheet (other than items sold by TEXONA since the Balance Sheet Date in the Ordinary Course of Business for which the proceeds from such sales did not exceed $50,000 individually or $100,000 in the aggregate) or (ii) utilized in or necessary for the operation of its business. Section 4.12 of the Disclosure Schedule is sets forth a description true and complete list of each item of personal property, excluding inventory, owned by Seller that had a book value all such property as of the Balance Sheet Date greater than $10,000date hereof (with all property that is leased or licensed being designated as such). For purposes of this SECTION 4.10, "personal property" excludes Intellectual Property. Seller TEXONA has good and defensible title to all of its personal property that is material to Seller's businessthe properties, results of operationsinterests in properties, financial condition or Assets (includingassets and leasehold estates, without limitationreal and personal, those items of personal property set forth on Part 4.10(a) in Schedule 4.12 of the Disclosure Schedule), free and clear of all Encumbrancesmortgages, liens, pledges, conditional sales agreements, charges, easements, covenants, assessments, restrictions and encumbrances of any nature whatsoever, except for Permitted Encumbrances and those Encumbrances set forth as described on Part 4.10(a) Schedule 4.12 of the Disclosure Schedule. (b) Set forth on Part 4.10(b) ,, and no Person has ever challenged or given TEXONA notice of its intent to challenge TEXONA's title or rights to the Disclosure Schedule is a description of each item of personal property leased by Seller for which the annual rent payable under the applicable lease or contract exceeds $10,000. Seller has good title to all the properties, assets and leasehold estates pursuant listed on Schedule 4.12 or otherwise utilized in or necessary for the operation of TEXONA's business. All leases of property under which TEXONA purports to which the personal property set forth on Part 4.10(b) of the Disclosure Schedule is leasedbe a lessee are valid, free binding and clear of all Encumbrances, except for Permitted Encumbrances and those Encumbrances set forth on Part 4.10(b) of the Disclosure Schedule. Seller has not breached any provision of and is not in default (and no event or circumstance exists that with notice, or the lapse of time or both, would constitute a default by Seller) under the terms of any lease or other agreement pursuant to which the personal property set forth on Part 4.10(b) of the Disclosure Schedule is leased. To the Best Knowledge of Seller and each Escrow Stockholder, all of such leases or other agreements are in full force and effect. There are All such structures, equipment and other properties of TEXONA and the present use of such items conform to all Governmental Requirements, and no pending ornotice of any violation of any such Governmental Requirements relating to such assets or their use has been received by TEXONA. TEXONA has all easements, rights of ingress and egress, and utilities and services necessary for all operations conducted by it. Neither the whole nor any portion of any real property owned or occupied by TEXONA has been condemned or otherwise taken by any public authority, nor, to the Best Knowledge of Seller and each Escrow Stockholder, threatened disputes with respect to any lease or other agreement pursuant to which the personal property set forth on Part 4.10(b) best of the Disclosure Schedule SHAREHOLDERS's and TEXONA's knowledge, is leased, which would have a Material Adverse Effect and, to the Best Knowledge of Seller and each Escrow Stockholder, the lessor thereunder has not breached any provision of and is not in default (and no event or circumstance exists that with notice, or the lapse or time or both, would constitute a default by the lessor) under the terms of any such lease condemnation or other agreementtaking threatened or planned. TEXONA MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE CONDITION, FITNESS FOR A PARTICULAR PURPOSE, QUANTITY, QUALITY OR USEFULNESS OF ANY TANGIBLE PROPERTY OF TEXONA, NOTWITHSTANDING ANY OTHER IMPLIED PROVISION OF THIS AGREEMENT OR THE LAW. TRC AND TAC HAVE MADE AND ARE RELYING SOLELY ON THEIR OWN INDEPENDENT INSPECTION AND EXAMINATION OF SUCH PROPERTY. NEITHER TRC NOR TAC IS RELYING ON ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, BY TEXONA AS TO THE QUALITY OF ANY OF SUCH PROPERTY, ITS CONDITION, FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY, AND THE SAME IS ACCEPTED AS IS, WHERE IS, WITH ALL DEFECTS AND REDHIBITORY VICES, KNOWN OR UNKNOWN, APPARENT OR HIDDEN. (c) Seller owns no real property. (d) Set forth on Part 4.10(d) of the Disclosure Schedule is a list of all leases of Seller with respect to real property leased by Seller for which the annual rent payable under the applicable lease or contract exceeds $10,000. Seller has good and marketable title to all the leasehold estates pursuant to which the real property set forth on Part 4.10(d) of the Disclosure Schedule is leased, free and clear of all Encumbrances, except for Permitted Encumbrances. Seller has not breached any provision of and is not in default (and no event or circumstance exists that with notice, or the lapse of time or both, would constitute a default by Seller) under the terms of any lease or other agreement pursuant to which the real property set forth on Part 4.10(d) of the Disclosure Schedule is leased. To the Best Knowledge of Seller and each Escrow Stockholder, all of such leases or other agreements are in full force and effect. There are no pending or, to the Best Knowledge of Seller and each Escrow Stockholder, threatened disputes with respect to any lease or other agreement pursuant to which the real property set forth on Part 4.10(d) of the Disclosure Schedule is leased and, to the Best Knowledge of Seller and each Escrow Stockholder, the lessor thereunder has not breached any provision of and is not in default (and no event or circumstance exists that with notice, or the lapse of time or both, would constitute a default by the lessor) under the terms of any such lease or other agreement. (e) To the Best Knowledge of Seller and each Escrow Stockholder, there is no (i0 change contemplated in any applicable law, statute, ordinance, rule, regulation, order or determination of any Governmental Authority, (ii) applicable law, statute, ordinance, rule, regulation, order or determination of any Governmental Authority or any restrictive covenant or deed restriction affecting the real property described in SECTION 4.10(C) and (D) hereof, including without limitation any zoning ordinances, building codes, flood disaster laws, wetlands regulations, health laws or environmental laws, (iii) judicial or administrative action, (iv) action by adjacent landowners, (v) administrative action, (vi) natural or artificial conditions on or about the real property identified in SECTION 4.10(C) and (D) or (vii) significant adverse fact or condition relating to such real property or its use that would, in each case, have a Material Adverse Effect upon the Business or the operation or maintenance of such real property compared to the cost as of the date hereof. (f) Seller has good title to all personal property, including equipment and other infrastructure, that will be required to execute and implement Seller's business plan as presented to the BCC Parties.

Properties, Assets and Leasehold Estates. (a) Set There is set forth on Part Schedule 4.10(a) of the Disclosure Schedule is hereto a description of each item of personal property, excluding inventory, owned by Seller that had a book value as of the Balance Sheet Date greater than $10,000. For purposes of this SECTION Section 4.10, "personal property" excludes Intellectual Property. Seller has good title to all of its personal property that is material to Seller's business, results of operations, financial condition or Assets (including, without limitation, those items of personal property set forth on Part Schedule 4.10(a) of the Disclosure Schedulehereto), free and clear of all Encumbrances, except for Permitted Encumbrances and those Encumbrances set forth on Part Schedule 4.10(a) of the Disclosure Schedulehereto. (b) Set There is set forth on Part Schedule 4.10(b) of the Disclosure Schedule is hereto a description of each item of personal property leased by Seller for which the annual rent payable under the applicable lease or contract exceeds $10,000. Seller has good title to all the leasehold estates pursuant to which the personal property set forth on Part Schedule 4.10(b) of the Disclosure Schedule hereto is leased, free and clear of all Encumbrances, except for Permitted Encumbrances and those Encumbrances set forth on Part Schedule 4.10(b) of the Disclosure Schedule). Seller has not breached any provision of and is not in default (and no event or circumstance exists that with notice, or the lapse of time or both, would constitute a default by Seller) under the terms of any lease or other agreement pursuant to which the personal property set forth on Part Schedule 4.10(b) of the Disclosure Schedule hereto is leased. To the Best Knowledge of Seller and each Escrow Stockholderthe Shareholder, all of such leases or other agreements are in full force and effect. There are no pending or, to the Best Knowledge of Seller and each Escrow Stockholderthe Shareholder, threatened disputes with respect to any lease or other agreement pursuant to which the personal property set forth on Part Schedule 4.10(b) of the Disclosure Schedule is leased, which would have a Material Adverse Effect and, to the Best Knowledge of Seller and each Escrow Stockholder, the lessor thereunder has not breached any provision of and is not in default (and no event or circumstance exists that with notice, or the lapse or time or both, would constitute a default by the lessor) under the terms of any such lease or other agreement. (c) Seller owns no real property. (d) Set forth on Part 4.10(d) of the Disclosure Schedule is a list of all leases of Seller with respect to real property leased by Seller for which the annual rent payable under the applicable lease or contract exceeds $10,000. Seller has good and marketable title to all the leasehold estates pursuant to which the real property set forth on Part 4.10(d) of the Disclosure Schedule is leased, free and clear of all Encumbrances, except for Permitted Encumbrances. Seller has not breached any provision of and is not in default (and no event or circumstance exists that with notice, or the lapse of time or both, would constitute a default by Seller) under the terms of any lease or other agreement pursuant to which the real property set forth on Part 4.10(d) of the Disclosure Schedule is leased. To the Best Knowledge of Seller and each Escrow Stockholder, all of such leases or other agreements are in full force and effect. There are no pending or, to the Best Knowledge of Seller and each Escrow Stockholder, threatened disputes with respect to any lease or other agreement pursuant to which the real property set forth on Part 4.10(d) of the Disclosure Schedule is leased and, to the Best Knowledge of Seller and each Escrow Stockholder, the lessor thereunder has not breached any provision of and is not in default (and no event or circumstance exists that with notice, or the lapse of time or both, would constitute a default by the lessor) under the terms of any such lease or other agreement. (e) To the Best Knowledge of Seller and each Escrow Stockholder, there is no (i0 change contemplated in any applicable law, statute, ordinance, rule, regulation, order or determination of any Governmental Authority, (ii) applicable law, statute, ordinance, rule, regulation, order or determination of any Governmental Authority or any restrictive covenant or deed restriction affecting the real property described in SECTION 4.10(C) and (D) hereof, including without limitation any zoning ordinances, building codes, flood disaster laws, wetlands regulations, health laws or environmental laws, (iii) judicial or administrative action, (iv) action by adjacent landowners, (v) administrative action, (vi) natural or artificial conditions on or about the real property identified in SECTION 4.10(C) and (D) or (vii) significant adverse fact or condition relating to such real property or its use that would, in each case, have a Material Adverse Effect upon the Business or the operation or maintenance of such real property compared to the cost as of the date hereof. (f) Seller has good title to all personal property, including equipment and other infrastructure, that will be required to execute and implement Seller's business plan as presented to the BCC Parties.and

Properties, Assets and Leasehold Estates. (a) Set forth on Part 4.10(aPART 4.10(A) of the Disclosure Schedule is sets forth a complete and accurate detailed description of each item of personal property, excluding inventory, owned by Seller that had a book value as of the Balance Sheet Date greater than $10,0002,500. For purposes of this SECTION 4.10Section, "personal property" excludes Intellectual Property. Seller has good title to all of its personal property that is material to Seller's businessthe Business, results of operations, financial condition or the Assets of Seller (including, without limitation, those items of personal property set forth on Part 4.10(a) PART 4.10 of the Disclosure Schedule), free and clear of all Encumbrances, except for Permitted Encumbrances and those Encumbrances set forth on Part 4.10(a) of the Disclosure ScheduleEncumbrances. (b) Set forth on Part 4.10(bPART 4.10(B) of the Disclosure Schedule is sets forth a complete and accurate detailed description of each item of personal property leased by Seller for which the annual rent payable under the applicable lease or contract exceeds $10,000. Seller has good title to 5,000, and all the leasehold estates pursuant to which the personal property set forth on Part 4.10(b) of the Disclosure Schedule is leased, such leases are free and clear of all Encumbrances, except for Permitted Encumbrances and those Encumbrances set forth on Part 4.10(b) of the Disclosure Schedule. Seller has not breached any material provision of and is not in default (and no event or circumstance exists that with notice, or the lapse of time or both, would constitute a default by Seller) under the terms of any lease or other agreement pursuant to which the such personal property set forth on Part 4.10(b) of the Disclosure Schedule is leased. To the Best Knowledge of Seller and each Escrow StockholderSeller, all of such leases or other agreements are in full force and effect. There are no pending or, to the Best Knowledge of Seller and each Escrow StockholderSeller, threatened disputes with respect to any lease or other agreement pursuant to which the such personal property set forth on Part 4.10(b) of the Disclosure Schedule is leased, which would have a Material Adverse Effect leased and, to the Best Knowledge of Seller and each Escrow StockholderSeller, the lessor thereunder has not breached any material provision of and is not in default (and no event or circumstance exists that with notice, or the lapse or time or both, would constitute a default by the lessor) under the terms of any such lease or other agreement. (c) Seller owns no does not own any real property. (d) Set forth on Part 4.10(dPART 4.8(A) of the Disclosure Schedule sets forth is a complete and accurate list of all leases of Seller with respect to real property leased by Seller for which the annual rent payable under the applicable lease or contract exceeds $10,000. Seller has good 5,000 with an indication thereon that the lease is a lease of real property, and marketable title to all the leasehold estates pursuant to which the real property set forth on Part 4.10(d) of the Disclosure Schedule is leased, such leases are free and clear of all Encumbrances, except for Permitted Encumbrances. Seller has not breached any provision of and is not in default (and no event or circumstance exists that with notice, or the lapse of time or both, would constitute a default by Seller) under the terms of any lease or other agreement pursuant to which the real property set forth on Part 4.10(d) of the Disclosure Schedule is leased. To the Best Knowledge of Seller and each Escrow Stockholder, all of such leases or other agreements are in full force and effect. There are no pending or, to the Best Knowledge of Seller and each Escrow Stockholder, threatened disputes with respect to any lease or other agreement pursuant to which the real property set forth on Part 4.10(d) of the Disclosure Schedule is leased and, to the Best Knowledge of Seller and each Escrow Stockholder, the lessor thereunder has not breached any provision of and is not in default (and no event or circumstance exists that with notice, or the lapse of time or both, would constitute a default by the lessor) under the terms of any such lease or other agreement. (e) To the Best Knowledge of Seller and each Escrow StockholderSeller, there is no (i0 i) change contemplated in any applicable law, statute, ordinance, rule, regulation, order or determination of any Governmental Authority, (ii) applicable law, statute, ordinance, rule, regulation, order or determination of any Governmental Authority or any restrictive covenant or deed restriction affecting the real property described in SECTION 4.10(C) and (D) hereof, including without limitation any zoning ordinances, building codes, flood disaster laws, wetlands regulations, health laws or environmental lawsEnvironmental Laws, (iii) judicial or administrative action, (iv) action by adjacent landowners, (v) administrative action, (vi) natural or artificial conditions on or about the real property identified in SECTION 4.10(C) and (D) hereof or (vii) significant adverse fact or condition relating to such real property or its use that would, in each case, have a Material Adverse Effect upon prevent, limit, impede or render materially more costly the Business or the ownership, operation or maintenance of such real property compared to the cost as of the date hereof. (f) Seller has good title to all personal property, including equipment and other infrastructure, that will be required to execute and implement Seller's business plan as presented to the BCC Parties.

Properties, Assets and Leasehold Estates. (a) Set forth on Part 4.10(a) of the Disclosure Schedule is a description of each item of personal property, excluding inventory, owned by Seller that had a book value as of the Balance Sheet Date greater than $10,000. For purposes of this SECTION 4.10, "personal property" excludes Intellectual Property. Seller has good title to all of its personal property and intellectual property that is material to Seller's business, results of operations, financial condition or Assets (including, without limitation, those items of personal property set forth on Part 4.10(a) of the Disclosure Schedule), free and clear of all Encumbrances, except for Permitted Encumbrances and those Encumbrances set forth on Part 4.10(a) of the Disclosure Schedule. (b) Set forth on Part 4.10(b) of the Disclosure Schedule is a description of each item of personal property leased by Seller for which the annual rent payable under the applicable lease or contract exceeds $10,000. Seller has good title to all the leasehold estates pursuant to which the personal property set forth on Part 4.10(b) of the Disclosure Schedule is leased, free and clear of all Encumbrances, except for Permitted Encumbrances and those Encumbrances set forth on Part 4.10(b) of the Disclosure Schedule. Seller has is not breached in breach of any provision of and is not in default (and no event or circumstance exists that with notice, or the lapse of time or both, would constitute a default by Seller) under the terms of any lease or other agreement pursuant to which the personal property set forth on Part 4.10(b) of the Disclosure Schedule is leased. To the Best Knowledge of Seller and each Escrow StockholderShareholder, all of such leases or other agreements are in full force and effect. There are no pending or, to the Best Knowledge of Seller and each Escrow StockholderShareholder, threatened disputes with respect to any lease or other agreement pursuant to which the personal property set forth on Part 4.10(b) of the Disclosure Schedule is leased, which would have a Material Adverse Effect leased and, to the Best Knowledge of Seller and each Escrow StockholderShareholder, the lessor thereunder has not breached any provision of and is not in default (and no event or circumstance exists that with notice, or the lapse or time or both, would constitute a default by the lessor) under the terms of any such lease or other agreement. (c) Seller owns no real property. (d) Set forth on Part 4.10(d) of the Disclosure Schedule is a list of all leases of Seller with respect to real property leased by Seller for which the annual rent payable under the applicable lease or contract exceeds $10,000. Seller has good and marketable title to all the leasehold estates pursuant to which the real property set forth on Part 4.10(d) of the Disclosure Schedule is leased, free and clear of all Encumbrances, except for Permitted Encumbrances. Seller has is not breached in breach of any provision of and is not in default (and no event or circumstance exists that with notice, or the lapse of time or both, would constitute a default by Seller) under the terms of any lease or other agreement pursuant to which the real property set forth on Part 4.10(d) of the Disclosure Schedule is leased. To the Best Knowledge of Seller and each Escrow StockholderShareholder, all of such leases or other agreements are in full force and effect. There are no pending or, to the Best Knowledge of Seller and each Escrow StockholderShareholder, threatened disputes with respect to any lease or other agreement pursuant to which the real property set forth on Part 4.10(d) of the Disclosure Schedule is leased and, to the Best Knowledge of Seller and each Escrow StockholderShareholder, the lessor thereunder has not breached any provision of and is not in default (and no event or circumstance exists that with notice, or the lapse of time or both, would constitute a default by the lessor) under the terms of any such lease or other agreement. (e) To the Best Knowledge of Seller and each Escrow StockholderShareholder, there is no (i0 i) change contemplated in any applicable law, statute, ordinance, rule, regulation, order or determination of any Governmental Authority, (ii) applicable law, statute, ordinance, rule, regulation, order or determination of any Governmental Authority or any restrictive covenant or deed restriction affecting the real property described in SECTION 4.10(C) and (D) hereof, including without limitation any zoning ordinances, building codes, flood disaster laws, wetlands regulations, health laws or environmental laws, (iii) judicial or administrative action, (iv) action by adjacent landowners, (v) administrative action, (vi) natural or artificial conditions on or about the real property identified in SECTION 4.10(C) and (D) or (vii) significant adverse fact or condition relating to such real property or its use that would, in each case, have a Material Adverse Effect upon prevent, limit, impede or render more costly the Business or the ownership, operation or maintenance of such real property compared to the cost as of the date hereof. (f) Seller has good title to all personal and intellectual property, including equipment and other infrastructure, that will be required to execute and implement Seller's business plan as presented to the BCC Parties, except for the items described in Part 4.10(f) of the Disclosure Schedule.

Properties, Assets and Leasehold Estates. (a) a Set forth on Part 4.10(a) of the Disclosure Schedule is a description of each item of personal property, excluding inventory, owned by Seller that had a book value as of the Balance Sheet Date greater than $10,000. For purposes of this SECTION Section 4.10, "personal property" excludes Intellectual Property. Seller has good title to all of its personal property that is material to Seller's business, results of operations, financial condition or Assets (including, without limitation, those items of personal property set forth on Part 4.10(a) of the Disclosure Schedule), free and clear of all Encumbrances, except for Permitted Encumbrances and those Encumbrances set forth on Part 4.10(a) of the Disclosure Schedule. . (b) b Set forth on Part 4.10(b) of the Disclosure Schedule is a description of each item of personal property leased by Seller for which the annual rent payable under the applicable lease or contract exceeds $10,000. Seller has good title to all the leasehold estates pursuant to which the personal property set forth on Part 4.10(b) of the Disclosure Schedule is leased, free and clear of all Encumbrances, except for Permitted Encumbrances and those Encumbrances set forth on Part 4.10(b) of the Disclosure Schedule. Seller has not breached any provision of and is not in default (and no event or circumstance exists that with notice, or the lapse of time or both, would constitute a default by Seller) under the terms of any lease or other agreement pursuant to which the personal property set forth on Part 4.10(b) of the Disclosure Schedule is leased. To the Best Knowledge of Seller and each Escrow Stockholder, all of such leases or other agreements are in full force and effect. There are no pending or, to the Best Knowledge of Seller and each Escrow Stockholder, threatened disputes with respect to any lease or other agreement pursuant to which the personal property set forth on Part 4.10(b) of the Disclosure Schedule is leased, which would have a Material Adverse Effect and, to the Best Knowledge of Seller and each Escrow Stockholder, the lessor thereunder has not breached any provision of and is not in default (and no event or circumstance exists that with notice, or the lapse or time or both, would constitute a default by the lessor) under the terms of any such lease or other agreement. (c) Seller owns no real property. (d) Set forth on Part 4.10(d) of the Disclosure Schedule is a list of all leases of Seller with respect to real property leased by Seller for which the annual rent payable under the applicable lease or contract exceeds $10,000. Seller has good and marketable title to all the leasehold estates pursuant to which the real property set forth on Part 4.10(d) of the Disclosure Schedule is leased, free and clear of all Encumbrances, except for Permitted Encumbrances. Seller has not breached any provision of and is not in default (and no event or circumstance exists that with notice, or the lapse of time or both, would constitute a default by Seller) under the terms of any lease or other agreement pursuant to which the real property set forth on Part 4.10(d) of the Disclosure Schedule is leased. To the Best Knowledge of Seller and each Escrow Stockholder, all of such leases or other agreements are in full force and effect. There are no pending or, to the Best Knowledge of Seller and each Escrow Stockholder, threatened disputes with respect to any lease or other agreement pursuant to which the real property set forth on Part 4.10(d) of the Disclosure Schedule is leased and, to the Best Knowledge of Seller and each Escrow Stockholder, the lessor thereunder has not breached any provision of and is not in default (and no event or circumstance exists that with notice, or the lapse of time or both, would constitute a default by the lessor) under the terms of any such lease or other agreement. (e) To the Best Knowledge of Seller and each Escrow Stockholder, there is no (i0 change contemplated in any applicable law, statute, ordinance, rule, regulation, order or determination of any Governmental Authority, (ii) applicable law, statute, ordinance, rule, regulation, order or determination of any Governmental Authority or any restrictive covenant or deed restriction affecting the real property described in SECTION 4.10(C) and (D) hereof, including without limitation any zoning ordinances, building codes, flood disaster laws, wetlands regulations, health laws or environmental laws, (iii) judicial or administrative action, (iv) action by adjacent landowners, (v) administrative action, (vi) natural or artificial conditions on or about the real property identified in SECTION 4.10(C) and (D) or (vii) significant adverse fact or condition relating to such real property or its use that would, in each case, have a Material Adverse Effect upon the Business or the operation or maintenance of such real property compared to the cost as of the date hereof. (f) Seller has good title to all personal property, including equipment and other infrastructure, that will be required to execute and implement Seller's business plan as presented to the BCC Parties.