Common use of Properties; Liens Clause in Contracts

Properties; Liens. (a) Section 3.13 of the Disclosure Schedule lists the street addresses of all Owned Real Property and all Leased Real Property (the “Real Property”). (b) Seller or a Subsidiary of Seller, as the case may be, has good and, subject to Permitted Liens, marketable title to all Owned Real Property and all Leasehold Improvements and a valid leasehold interest in all Leased Real Property. Seller or a Subsidiary of Seller, as the case may be, has good and marketable title, or a valid leasehold interest in, all Purchased Assets and all assets of the Purchased Subsidiaries which constitute personal property, except for properties and assets sold since the Balance Sheet Date in the ordinary course of business consistent with past practices or where the failure to have such good title or valid leasehold interests would not, be material to the Business. (c) No Purchased Asset or asset of a Purchased Subsidiary is subject to any Lien, except for: (i) Liens disclosed in Section 3.13 of the Disclosure Schedule; (ii) Liens disclosed on the Latest Balance Sheet or notes thereto or securing liabilities reflected on the Latest Balance Sheet or notes thereto; (iii) Liens for Taxes, assessments and similar charges that are not yet due or are being contested in good faith; (iv) mechanic’s, materialman’s, carrier’s, repairer’s and other similar Liens arising or incurred in the ordinary course of business for amounts that are not yet due and payable or are being contested in good faith; or (v) other Liens that do not materially interfere with the use of any Owned Real Property or any other asset that is material to the Business (clauses (i) - (v) of this Section 3.13(c) are, collectively, the “Permitted Liens”). (d) All of the Purchased Assets and all assets of the Purchased Subsidiaries are in good operating condition and repair, ordinary wear and tear excepted, other than such states of disrepair which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Properties; Liens. (a) Seller and its Subsidiaries do not own, nor have they ever owned, any real property that is primarily related to the Business, and the Purchased Subsidiaries do not own, nor have they ever owned, any real property. (b) Section 3.13 3.11(b) of the Disclosure Schedule lists sets forth a complete and accurate (in all material respects) list, as of the street addresses date hereof, of all Owned leases of real property and the parties thereto together with all amendments, modifications, guaranties and other supplements thereto (each, a “Real Property Lease”) pursuant to which Seller or any of its Subsidiaries leases, subleases, licenses, sublicenses or otherwise occupies real property (such real property, together with all of Seller’s or any of its Subsidiaries respective right, title and interest in and to all land, buildings, structure, easements, appurtenances and improvements, the “Leased Real Property”) in the operation of the Business as of the date of this Agreement. Seller and its Subsidiaries have good and valid leasehold title in all Leased Real Property, free and clear of all Liens, other than Permitted Liens. Each Real Property Lease is valid and binding on the Seller or its applicable Subsidiary party thereto, enforceable in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). Neither Seller nor its applicable Subsidiary, nor to the Seller’s knowledge, any other party thereto, is in material breach of or material default under any of the Real Property Leases and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a material breach or material default by Seller or its applicable Subsidiary party thereto, or to Seller’s knowledge, any other party to such Real Property Lease. The Seller has made available to Buyer true, correct and complete (in all material respects) copies of the Real Property Leases. (c) The Leased Real Property constitutes all real property that is used, or held for use, in connection with the operation of the Business as currently conducted. Neither the Seller nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person, and, to the knowledge of Seller, no Person otherwise has, the right to use or occupy such Leased Real Property or any portion thereof. The Seller or its Subsidiaries are in peaceful and undisturbed possession of the Leased Real Property in all material respects, and to the knowledge of Seller, there are no contractual or legal restrictions that preclude or restrict the ability of the Seller or its Subsidiaries to use each such Leased Real Property for the purposes for which it is currently being used. The Seller and its Subsidiaries are not obligated under or party to any option, right of first refusal or other contractual right to purchase, acquire, sublease, sell, assign or dispose of any real property or any portion thereof or interest therein. As of the date of this Agreement, the Seller and its Subsidiaries have not received any written notice of a violation of any Real Property Lease and the Seller and its Subsidiaries have not received any written notice of a material violation of any ordinance, regulation or building, zoning or other similar law with respect to any Leased Real Property. Except as would not reasonably be expected to result in material Liability to the Business, taken as a whole, or materially impair the operations of the Business, taken as a whole, there is no condemnation, special assessment or similar proceeding pending or, to the knowledge of the Seller, threatened in writing with respect to any of the Leased Real Property. To the knowledge of Seller, no casualty event has occurred with respect to any Leased Real Property that has not been remedied in all respects. Other than with respect to Permitted Liens, Seller has not collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein. As of the date of this Agreement, neither Seller nor its Subsidiaries are responsible for the payment of any broker, finder, or similar fee in respect of its lease, license, sublease, sublicense, or occupancy of the Leased Real Property. (d) Except as would not reasonably be expected to result in material Liability to the Business, taken as a whole, or materially impair the operations of the Business, taken as a whole, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof included in the Leased Real Property (the “Real PropertyImprovements”)) are in good condition and repair (reasonable wear and tear excepted) and sufficient for the operation of the Business as currently conducted. To the Seller’s knowledge, there are no material structural deficiencies or latent defects affecting any of the Improvements and there are no facts or conditions affecting any of the Improvements which would, individually or in the aggregate, interfere in any material respect with the use or occupancy of the Improvements or any portion thereof in the operation of the Business, taken as a whole. (be) Except as would not reasonably be expected to result in material Liability to the Business, taken as a whole, or materially impair the operations of the Business, taken as a whole, there are no pending property insurance claims with respect to any Leased Real Property or any portion thereof. Except as would not reasonably be expected to result in material Liability to the Business, taken as a whole, or materially impair the operations of the Business, taken as a whole, neither Seller nor its Subsidiaries has received any written notice from any insurance company or any board of fire underwriters (or any entity exercising similar functions) with respect to any Leased Real Property or any portion thereof: (i) requesting Seller or a any Subsidiary or, to the knowledge of Seller, as the case may beany landlord or other party perform any repairs, has good andalterations, subject to Permitted Liensimprovements, marketable title to all Owned or other work for such Leased Real Property which such party has not completed in full or (ii) notifying Seller or its Subsidiaries of any defects or inadequacies in such Leased Real Property which would materially adversely affect the insurability of the Leased Real Property or the premiums for the insurance thereof. (f) To Seller’s knowledge, except where the absence of any such Permit would not reasonably be expected to result in material Liability to the Business, taken as a whole, or materially impair the operations of the Business, taken as a whole, (i) all Permits required for the occupation and all Leasehold Improvements use of the Leased Real Property by Seller and a valid leasehold interest in all its Subsidiaries have been obtained from Governmental Authorities having jurisdiction over the Leased Real Property. , (ii) all such Permits are in full force and effect, and (iii) no threat of modification or cancellation of any such Permits is pending. (g) Seller or a Subsidiary of Sellerowns, as the case may beand has good, marketable and valid title to, and has good and marketable title, or a valid leasehold interest interests in, as applicable, all Purchased Assets and all assets of the Purchased Subsidiaries which constitute personal property, except for properties and assets sold since the Balance Sheet Date in the ordinary course of business consistent with past practices or where the failure to have such good title or valid leasehold interests would not, be Assets. No material to the Business. (c) No Purchased Asset or material asset of a Purchased Subsidiary is subject to any Lien, except for: (i) Liens disclosed in Section 3.13 of the Disclosure Schedule; (ii) Liens disclosed on the Latest Balance Sheet Sheets or notes thereto or securing liabilities reflected on the Latest Balance Sheet Sheets or notes thereto; (iiiii) Liens for Taxes, assessments and similar charges that are not yet due and payable, or, if due, not delinquent or that are being contested in good faithfaith and for which adequate reserves have been established in accordance with GAAP; (iviii) mechanic’s, materialman’s, carrier’s, repairer’s, worker’s, warehouseman’s and other similar Liens arising or incurred in the ordinary course of business for amounts or that are not yet due and payable payable, or, if due, not delinquent or that are being contested in good faith; orfaith and, in each case for which appropriate reserves have been established in accordance with GAAP; (viv) other Liens that of landlords or Liens on the landlord’s or prior landlord’s interests, whether statutory, contractual or otherwise which do not and would not materially interfere with the current use or occupancy of any Owned such Leased Real Property; (v) zoning, building codes and other land use laws regulating the use or occupancy of the Leased Real Property or the activities conducted thereon which are imposed by any Governmental Authority, in each case which are not violated in any material respect by the current use or occupancy of such real property or the operation of the Business as currently conducted thereon; (vi) Liens constituting non-exclusive licenses, non-exclusive sublicenses or covenants not to sue in respect of Intellectual Property Rights granted in the ordinary course of business; (vii) Liens incurred in the ordinary course of business since the Balance Sheet Date; (viii) purchase money Liens and Liens securing rental payments under capital lease arrangements; (ix) easements, rights of way, restrictions, covenants or other asset similar matters that is are not material in amount or do not materially detract from the value or materially impair the existing use or operation of the Leased Real Property affected by such easement, right of way, restriction, covenant or other matter; (x) title exceptions disclosed by any title insurance commitment or title insurance policy for any Leased Real Property issued by a title company and delivered or otherwise made available to Buyer prior to the Business date hereof; (xi) Liens which will be extinguished and released in full as of the Closing or which otherwise would not reasonably be expected, individually or in the aggregate, to result in a material Liability to the Business, taken as a whole, or materially impair the operations of the Business, taken as a whole (clauses (i) - – (vxi) of this Section 3.13(c3.11(g) are, collectively, the “Permitted Liens”). (d) All of the Purchased Assets and all assets of the Purchased Subsidiaries are in good operating condition and repair, ordinary wear and tear excepted, other than such states of disrepair which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Properties; Liens. (a) Section 3.13 3.12(a) of the Disclosure Schedule lists the street addresses includes a list of all Owned Real Property and all Leased Real Property material real property (i) which any of the Transferred Subsidiaries owns, leases (as tenant) or subleases (as subtenant) or (ii) which Seller or any of the Retained Subsidiaries owns, leases or subleases primarily in the conduct of the Business, but excluding any real property covered by a lease, sublease or license listed in Section 2.03(p) of the Disclosure Schedule (the “Real Property”). (b) The Real Property constitutes all the material real property that is used or held for use primarily in the conduct of the Business as currently conducted. No Person other than the #88639600v31 Transferred Subsidiaries or the Seller or a Retained Subsidiary (subject to the arrangements on Section 3.12(b) of the Disclosure Schedule, which will cease to have such right as of the Closing) has the right to use the Real Property and, other than disclosed on Section 3.12(b) of the Disclosure Schedule, there are no shared facilities or services at the Real Property which are used in connection with any Retained Business. To the knowledge of Seller, (i) there are no pending condemnation proceedings with respect to any Real Property, (ii) the current use of the Real Property does not violate any local planning, zoning or similar land use restrictions of any Governmental Authority in any material respect and (iii) all of the buildings, structures, appurtenances and other improvements situated on any Real Property have been maintained in all material respects in accordance with the usual business practices of the relevant Transferred Subsidiary, Seller or Retained Subsidiary and, with respect to each, the Transferred Subsidiary, Seller or Retained Subsidiary has reasonably adequate rights of ingress and egress for operation of its respective businesses in the ordinary course of business for the purposes for which they are presently being used. (c) Seller or a Subsidiary of Seller, as the case may be, has good andlegal title to, subject to Permitted Liens, marketable title to all Owned or in the case of any leased Real Property and all Leasehold Improvements and a or personal property, has valid leasehold interest in all Leased interests (or the right to occupy the Real Property. Seller Property under a services agreement or a Subsidiary of Seller, as the case may be, has good and marketable title, or a valid leasehold interest license) in, all Purchased Transferred Assets and all material assets of the Purchased Subsidiaries which constitute personal propertyTransferred Subsidiaries, except for properties and assets sold since the Balance Sheet Date in the ordinary course of business consistent with past practices practice or where the failure to have such good legal title or valid leasehold interests would not reasonably be expected individually or in the aggregate to result in a Material Liability. Except as would not, individually or in the aggregate, result in a Material Liability, the material items of equipment owned by the Transferred Subsidiaries or included in the Transferred Assets (i) are in reasonably good operating condition and repair, ordinary course wear and tear excepted and (ii) are reasonably adequate and suitable in all material respects for the purposes for which they are presently being used. At the Closing, Buyer and the Transferred Subsidiaries will own or have the right to use, or will be material provided access pursuant to a Transaction Document to, all of the assets and rights reasonably necessary and sufficient for the operation of the Business following the Closing in substantially the same manner as it is currently conducted and conducted immediately prior to the BusinessClosing. (cd) No Purchased Transferred Asset or asset of a Purchased Transferred Subsidiary is subject to any Lien, except for: (i) Liens disclosed in Section 3.13 3.12(d) of the Disclosure Schedule; (ii) Liens disclosed on the Latest Balance Sheet or notes thereto or securing liabilities reflected on the Latest Balance Sheet or notes thereto; (iii) Liens for Taxes, assessments and similar charges that are not yet due and payable, or, if due, not delinquent or that are being contested in good faith; (iv) mechanic’s, materialman’s, carrier’s, repairer’s, worker’s, warehouseman’s and other similar Liens arising or incurred in the ordinary course of business for amounts or that relate to obligations that are not yet more than 60 days past due and payable or or, if more than 60 days past due, are being contested in good faithfaith by appropriate proceedings; #88639600v31 (v) statutory or contractual Liens of landlords or Liens on a current or prior landlord’s interests; (vi) zoning, building codes and other land use laws regulating the use or occupancy of the Real Property or the activities conducted thereon which are imposed by any Governmental Authority; (vii) leases, subleases, licenses or other agreements (and proposed leases and renewals) for the use and/or occupancy of the Real Property that are in effect as of the date hereof and are disclosed to Buyer in the Disclosure Schedule; (viii) with respect to Real Property, any Liens that would be disclosed by an accurate land survey of such Real Property; (ix) Liens constituting licenses, sublicenses or covenants not to xxx in respect of Intellectual Property Rights granted in the ordinary course of business; (x) Liens incurred in the ordinary course of business since the Balance Sheet Date that are of substantially similar size, nature and type as those set forth in the Balance Sheet; (xi) purchase money Liens and Liens securing rental payments under capital lease arrangements; or (vxii) other Liens that do which will be extinguished and released in full as of the Closing or which otherwise would not materially interfere with reasonably be expected, individually or in the use of any Owned Real Property or any other asset that is material aggregate, to the Business result in a Material Liability (clauses (i) - (vxii) of this Section 3.13(c3.12(d) are, collectively, the “Permitted Liens”). (d) All of the Purchased Assets and all assets of the Purchased Subsidiaries are in good operating condition and repair, ordinary wear and tear excepted, other than such states of disrepair which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Properties; Liens. (a) Section 3.13 of the Disclosure Schedule lists the street addresses of all Owned Real Property and all Leased Real Property (the “Real Property”). (b) Seller or a Subsidiary of Seller, as the case may be, has good and, subject to Permitted Liens, marketable title to all Owned Real Property and all Leasehold Improvements and a valid leasehold interest in all Leased Real Property. Seller or a Subsidiary of Seller, as the case may be, has good and marketable title, or a valid leasehold interest in, all Purchased Assets and all assets of the Purchased Subsidiaries which constitute personal property, except for properties and assets sold since the Balance Sheet Date in the ordinary course of business consistent with past practices or where the failure to have such good title or valid leasehold interests would not, be material to the Business. (c) No Purchased Asset or asset of a Purchased Subsidiary is subject to any Lien, except for: (i) Liens disclosed in Section 3.13 of the Disclosure Schedule; (ii) Liens disclosed on the Latest Balance Sheet or notes thereto or securing liabilities reflected on the Latest Balance Sheet or notes thereto; (iii) Liens for Taxes, assessments and similar charges that are not yet due or are being contested in good faith; (iv) mechanic’s's, materialman’s's, carrier’s's, repairer’s 's and other similar Liens arising or incurred in the ordinary course of business for amounts that are not yet due and payable or are being contested in good faith; or (v) other Liens that do not materially interfere with the use of any Owned Real Property or any other asset that is material to the Business (clauses (i) - (v) of this Section 3.13(c) are, collectively, the “Permitted Liens”). (d) All of the Purchased Assets and all assets of the Purchased Subsidiaries are in good operating condition and repair, ordinary wear and tear excepted, other than such states of disrepair which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Properties; Liens. (a) Section 3.13 of the Disclosure Schedule SCHEDULE 1.01(A)(V) annexed hereto lists the street addresses of all Owned Real Property and all Leased Real Property (the “"REAL PROPERTY"). Sellers do not own any Owned Real Property”), and neither CellStar nor any of its Subsidiaries uses, directly or indirectly, any Owned Real Property in respect of the Business. (b) Seller or a Subsidiary of Seller, as the case may be, Each Asset Selling Entity has good and, subject to Permitted Liens, marketable title to all Owned Real Property and all Leasehold Improvements and a valid leasehold interest in all Leased Real Property. Seller or a Subsidiary of Seller, as the case may be, Each Asset Selling Entity has good and marketable title, or a valid leasehold interest in, all Purchased Assets and all assets of the Purchased Subsidiaries which constitute personal property, except for properties and assets sold since the Balance Sheet Date in the ordinary course of business consistent with past practices or where the failure to have such good title or valid leasehold interests would not, be material to the Businesspractices. (c) The Real Property and Leasehold Improvements include all of the real property used by the Asset Selling Entities in the operation of the Business. With respect to the Leased Real Property, each such lease (i) is binding and enforceable against the Asset Selling Entity party thereto, and to the Knowledge of Sellers, the other party thereto, and is in full force and effect; (ii) the transactions contemplated by the Transaction Documents shall not result in a material breach of or material default under any lease or otherwise cause any lease to cease to be binding and enforceable against the Asset Selling Entity party thereto, and to the Knowledge of Sellers, the other party thereto, and is in full force and effect on substantially identical terms following the Closing; (iii) neither the Asset Selling Entities, nor to the Knowledge of Sellers, any other party to the lease is in material breach or default under any lease, and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a material breach or default or permit the termination, modification or acceleration of rent under such lease; (iv) no party to any lease has repudiated any term thereof, and there are no material disputes, oral agreements or forbearance programs in effect with respect to any lease; and (v) the Asset Selling Entities have not assigned, subleased, mortgaged, deeded in trust or otherwise transferred or encumbered any lease or any interest therein. (d) No Purchased Asset or asset of a Purchased Subsidiary is subject to any Lien, except for: (i) Liens disclosed in Section 3.13 of the Disclosure ScheduleSCHEDULE 3.11 annexed hereto; (ii) Liens disclosed on the Latest Balance Sheet or notes thereto or securing liabilities reflected on the Latest Balance Sheet or notes thereto; (iii) Liens for Taxes, assessments and similar charges that are not yet due or are being contested in good faith;; or (iviii) mechanic’s's, materialman’s's, carrier’s's, repairer’s 's and other similar Liens arising or incurred in the ordinary course of business for amounts that are not yet due and payable or are being contested in good faith; or (v) other Liens that do not materially interfere with the use of any Owned Real Property or any other asset that is material to the Business faith (clauses (i) - (viii) of this Section 3.13(c3.20(d) are, collectively, the “Permitted Liens”"PERMITTED LIENS"). (d) All of the Purchased Assets and all assets of the Purchased Subsidiaries are in good operating condition and repair, ordinary wear and tear excepted, other than such states of disrepair which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Properties; Liens. (a) Section 3.13 3.12(a) of the Disclosure Schedule lists the street addresses sets forth a true, correct and complete list of all Owned Real Property real property (i) which any of the Emerald Entities (A) owns in fee simple, fee simple absolute (or local equivalent), or (B) leases (as tenant, subtenant or licensee) or (ii) which Exxxxxx or any of the Retained Subsidiaries (A) owns in fee simple, fee simple absolute (or local equivalent) and all Leased Real Property (x) is used primarily in the conduct of the Business or (y) comprises any part of the Emerald Property, or (B) leases (as tenant, subtenant or licensee), but excluding any real property constituting an Excluded Asset, and is used primarily in the conduct of the Business (collectively, the “Real Property”). For the avoidance of doubt, from and after the consummation of the Pre-Closing Restructuring, the Real Property located in the United States and listed on Section 3.12(a)(ii)(A) of the Disclosure Schedule which, as of the date of this Agreement, is owned by Exxxxxx or its Retained Subsidiaries, will be, as of the Closing Date, assets owned by Emerald Entities (and shall be deemed listed on Section 3.12(a)(i) of the Disclosure Schedule rather than Section 3.12(a)(ii)(A) of the Disclosure Schedule). No Emerald Entity owns or leases any real property other than the Real Property. (b) Seller Exxxxxx or a Retained Subsidiary of Seller, as the case may be, has good and, subject to Permitted Liens, marketable title to all Owned Real Property and all Leasehold Improvements and a valid leasehold interest in all Leased Real Property. Seller or a Subsidiary of Seller, as the case may be, has good and marketable titlevalid fee simple, fee simple absolute (or local equivalent) title to, or a in the case of any leased Real Property or personal property, valid leasehold interest interests in, all material Purchased Assets Assets, and following the Pre-Closing Restructuring or the Closing, as applicable, an Emerald Entity will have good and valid fee simple, fee simple absolute (or local equivalent) title to, or in the case of any leased Real Property or personal property, valid leasehold interests in, all Real Property, and each Emerald Entity has good and valid fee simple, fee simple absolute (or local equivalent) title to, or in the case of any leased Real Property or personal property, has valid leasehold interests in, all material assets of the Purchased Subsidiaries which constitute personal propertyEmerald Entities, in each case except for for, properties and assets sold since the Most-Recent Balance Sheet Date in the ordinary course of business consistent with past practices or where the failure practice, minor title irregularities and any immaterial perfection requirements and as would not reasonably be expected to have such good title or valid leasehold interests would not, be material to the Business, taken as a whole. (ci) No Emerald Entity and (ii) neither Exxxxxx nor any Retained Subsidiary (with respect to the Purchased Assets, the Assumed Liabilities or primarily relating to the Business), is a party to any agreement or option to purchase any real property or interest therein. All of the buildings, improvements, appurtenances and fixtures (including fixed machinery and fixed equipment) situated on any of the owned Real Property, the Emerald Property and, to the knowledge of Exxxxxx, the leased Real Property, were constructed in accordance with all Applicable Laws and all relevant construction and development agreements, and Exxxxxx or its Subsidiary, as applicable, which is using the Real Property, has adequate rights of ingress and egress into the Real Property for the ordinary course of its business, in each case, in all material respects. No condemnation or expropriation proceeding is pending or threatened against any of the Real Property which would preclude or impair, in a material respect, the use of any of the Real Property for the purposes for which they are currently used. (d) The buildings, structures and fixtures located upon the owned Real Property, the Emerald Property and, to Exxxxxx’x knowledge, the leased Real Property, are in good operating condition and repair (in each case subject to ordinary wear, tear and maintenance that would not be likely to interfere with or adversely impact Exxxxxx or the applicable Subsidiary’s use thereof), and have been reasonably maintained consistent with prudent industry standards (giving due account to the age and length of use of the same) in all material respects. (e) No Purchased Asset Real Property or asset Real Property of a Purchased Subsidiary an Emerald Entity, as applicable, is subject to any Lien, except for: (i) Liens disclosed in Section 3.13 3.12(e)‎ of the Disclosure Schedule or disclosed in the title commitments listed in Section 3.12(e) of the Disclosure Schedule; (ii) Liens disclosed on the Latest Most-Recent Balance Sheet or notes thereto or securing liabilities reflected on the Latest Most-Recent Balance Sheet or notes theretoSheet; (iii) Liens for Taxes, assessments and similar charges that are not yet due and payable, or, if due, not delinquent or that are being contested in good faithfaith and for which adequate reserves have been established on the Financial Statements in accordance with GAAP; (iv) mechanic’s, materialman’s, carriercxxxxxx’s, repairer’s, worker’s, warehouseman’s and other similar Liens arising or incurred in the ordinary course of business for amounts or that are not yet due and payable payable, or, if due, not delinquent or that are being contested in good faith; orfaith and for which adequate reserves have been established in accordance with GAAP; (v) statutory or contractual Liens of landlords or Liens on the landlord’s or prior landlord’s interests for amounts not yet due or payable or, if due, not delinquent or that are being contested in good faith and for which adequate reserves have been established on the Financial Statements in accordance with GAAP; (vi) zoning, planning, entitlement, building codes and other land use laws, regulations, ordinances or other legal requirements regulating the use or occupancy of the Real Property or the activities conducted thereon which are imposed by any Governmental Authority having jurisdiction over the Real Property and which are not violated in any material respect by the current use or occupancy of the Real Property subject thereto; (vii) Liens constituting non-exclusive licenses, non-exclusive sublicenses or covenants not to sue in respect of Intellectual Property Rights granted in the ordinary course of business; (viii) (a) easements, rights-of-way, defects, encroachment, servitudes, permits, flowage rights, and similar restrictions that whether or not of record or (b) matters that would be disclosed by a current, accurate survey or physical inspection of real property, which, in each case, do not materially interfere with the present uses or value of such Purchased Asset or material asset of an Emerald Entity (excluding Non-Business Assets); (ix) minor defects, minor irregularities or minor imperfections of title that do not materially interfere with the use present uses or value of any Owned Real Property such Purchased Asset or any other asset that is of an Emerald Entity (excluding Non-Business Assets); (x) with respect to the Emerald Property, the Emerald Lease; (xi) Liens which will be extinguished and released in full as of the Closing; or (xii) Liens which otherwise would not reasonably be expected, individually or in the aggregate, to be material to the Business Business, taken as a whole ((1) for purposes of Article 3, clauses (i) - (vi)–(xii) of this Section 3.13(c3.12(e)‎, together with Liens arising under applicable securities laws, are, collectively, and (2) for other purposes hereunder, clauses (i)–(xi) of this Section 3.12(e)‎, together with Liens arising under applicable securities laws, are, collectively, the “Permitted Liens”). (df) All Each Lease of Real Property is a valid and binding agreement of Exxxxxx or its applicable Subsidiary party thereto (subject to the Purchased Assets effects of applicable bankruptcy, clarification, insolvency, fraudulent conveyance, moratorium, sponsorship or otherwise Applicable Law relating to or affecting creditor’s rights generally and all assets to general principles of equity, whether considered at law or in equity) and is in full force and effect, and neither Exxxxxx nor such applicable Subsidiary nor, to the Purchased Subsidiaries are knowledge of Exxxxxx, any other party thereto is in good operating condition and repairdefault or breach in any respect under the terms of any such Lease, ordinary wear and tear excepted, other than except for any such states of disrepair defaults or breaches which would not, individually or in the aggregate, not reasonably be expected to have be material to the Business, taken as a Material Adverse Effectwhole. No event has occurred that, with or without notice or lapse of time or both, would constitute a material violation, breach or default under any Lease of Real Property by Exxxxxx or its applicable Subsidiary or, to the knowledge of Exxxxxx, any party thereto. Neither Exxxxxx nor any of its Subsidiaries has received any written notice regarding a violation or breach of, default under, or intention to cancel, accelerate or terminate any Lease of Real Property.

Properties; Liens. (a) Section 3.13 ‎‎Section 3.13(a) of the Disclosure Schedule lists set forth a complete and accurate list, with property addresses and the street addresses names of the record owners, of all Owned Real Property and all Leased Real Property real property owned by the Purchased Subsidiaries (the “Owned Real Property”). (b) Seller or a . A Purchased Subsidiary holds good, valid and marketable fee simple title to each parcel of SellerOwned Real Property, as the case may be, has and good and, subject to Permitted Liens, marketable title to all Owned Real Property tangible personal property owned by such entity, in each case, free and clear of all Leasehold Improvements and a valid leasehold interest Liens other than Permitted Liens. “Permitted Liens” means, collectively: (i) ‎Liens disclosed in all Leased Real Property. Seller or a Subsidiary of Seller, as the case may be, has good and marketable title, or a valid leasehold interest in, all Purchased Assets and all assets ‎Section 3.13(a) of the Purchased Subsidiaries which constitute personal property, except for properties Disclosure Schedule; (ii) Liens disclosed on the Balance Sheet or notes thereto or securing liabilities reflected on the Balance Sheet or notes thereto and assets sold Liens incurred since the Balance Sheet Date in the ordinary course of business consistent with past practices or where the failure for amounts owed not to have such good title or valid leasehold interests would not, be material to the Business. (c) No Purchased Asset or asset of a Purchased Subsidiary is subject to any Lien, except for: (i) Liens disclosed in Section 3.13 of the Disclosure Schedule; (ii) Liens disclosed on the Latest Balance Sheet or notes thereto or securing liabilities reflected on the Latest Balance Sheet or notes thereto; exceed $50,000; (iii) Liens for Taxes, assessments and similar charges that are not yet due delinquent, or that are being contested in good faith; faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP; (iv) mechanic’s, materialman’s, carrier’s, repairer’s, worker’s, warehouseman’s and other similar Liens arising or incurred in the ordinary course of business for amounts and that relate to obligations that are not yet more than 30 days past due and payable or or, if more than 30 days past due, are being contested in good faithfaith by appropriate proceedings; or (v) statutory or contractual Liens of landlords; (vi) leases, licenses or other Liens agreements for the occupancy of Owned Real Property that are in effect as of the date hereof or entered into after the date hereof in the ordinary course of business and subject to the terms of this Agreement; (vii) zoning, building codes and other land use laws regulating the use or occupancy of the Real Property or the activities conducted thereon which are imposed by any Governmental Authority which do not not, individually or in the aggregate, materially interfere with the present use of any Owned the Real Property or materially impair the value of the affected Real Property; (viii) any other asset adverse circumstance affecting title to any Real Property that is material would be disclosed by an accurate land survey of such Real Property; (ix) Liens constituting non-exclusive licenses or sublicenses in respect of Intellectual Property Rights granted in the ordinary course of business; (x) purchase money Liens for personal property and Liens securing rental payments under capital lease arrangements; (xi) Liens which will be extinguished or released in full as of or prior to the Business Closing; or (clauses (ixii) - (v) restrictive covenants, easements, imperfections or irregularities of this Section 3.13(c) aretitle which do not, collectivelyindividually or in the aggregate, materially interfere with the “Permitted Liens”). (d) All present use of the Purchased Assets and all assets Real Property or materially impair the value of the Purchased Subsidiaries are in good operating condition and repairany Real Property. To Seller’s knowledge, ordinary wear and tear exceptedno adverse circumstance exists affecting title to any Real Property that would be disclosed by an accurate land survey of such Real Property, other than such states of disrepair which except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. All facilities located on or comprising the Owned Real Property and required for the operation of the Business as currently conducted (i) have been operated and maintained in all material respects in accordance with all Applicable Law, (ii) are or may be supplied with utilities and other services reasonably necessary for the operation of such facilities as currently conducted, (iii) are in good condition and the systems located therein are in good working order and condition, and (iv) do not encroach on any adjoining property owned by others or public rights of way, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There are no outstanding options, rights of first offer or rights of first refusal to purchase any Owned Real Property or any portion thereof or interest therein. There are no pending, or to Seller’s knowledge, threatened proceedings by any Governmental Authority to condemn, take, expropriate or demolish any Owned Real Property or part thereof.

Properties; Liens. (a) Section 3.13 3.14(a) of the Seller Disclosure Schedule lists the street addresses includes a true and complete list of all Owned Real Property real property which any of the Transferred Subsidiaries, as of the Closing and all Leased Real Property after giving effect to the Pre-Closing Reorganization, will own, lease (as tenant) or sublease (as subtenant) or otherwise use or occupy (the “Real Property”)) and a true and complete list of all Leases. (b) The Real Property constitutes all the material real property that is used or held for use primarily in the conduct of the Business as currently conducted. No Person other than the Transferred Subsidiaries, Seller or a Retained Dublin Subsidiary (subject to the arrangements on Section 3.14(b) of the Seller Disclosure Schedule, which will cease to have such right as of the Closing), has the right to use the Real Property and, except as set forth in the Leases, there are no outstanding options, rights of first offer or rights of first refusal to purchase such Real Property or any portion thereof or interest therein. With respect to the Real Property: (i) except as set forth in the Leases, neither the Seller nor any Transferred Subsidiary is a party to any agreement or option to purchase any real property or interest therein; and to the Knowledge of Seller, (ii) there are no pending condemnation proceedings, expropriation or other proceeding in eminent domain pending or, threatened, with respect to any Real Property or any portion thereof or interest therein, (iii) the current use of the Real Property does not violate any local planning, zoning or similar land use restrictions of any Governmental Entity in any material respect and (iv) all of the buildings, structures, appurtenances and other improvements situated on any Real Property have been maintained in all material respects in accordance with the usual business practices of Seller or the relevant Transferred Subsidiary or Retained Dublin Subsidiary and, with respect to each, Seller, such Transferred Subsidiary or Retained Dublin Subsidiary has reasonably adequate rights of ingress and egress for operation of its respective businesses in the ordinary course of business for the purposes for which they are presently being used. (c) Seller or one of its Transferred Subsidiaries, as the case may be, has legal and good and, subject to Permitted Liens, and marketable fee simple title (or foreign equivalent thereof) to all Owned Real Property and all Leasehold Improvements and a to, or in the case of any Leased Real Property or personal property, has valid leasehold interest in all Leased interests (or the right to occupy the Real Property. Seller Property under a services agreement or a Subsidiary of Seller, as the case may be, has good and marketable title, or a valid leasehold interest license) in, all Purchased Assets and all assets of the Purchased Subsidiaries which constitute personal propertyAcquired Assets, except for properties and assets sold since the Balance Sheet Date December 31, 2021 in the ordinary course of business consistent with past practices or where the failure to have such good legal title or valid leasehold interests would notnot reasonably be expected, individually or in the aggregate, to have a Business Material Adverse Effect. With respect to each of the Leases and except as would not reasonably be material expected, individually or in the aggregate, to the Business. (c) No Purchased Asset or asset of have a Purchased Subsidiary is subject to any Lien, except for: Business Material Adverse Effect: (i) Liens disclosed in Section 3.13 the Seller or relevant Transferred Subsidiary currently has possession and quiet enjoyment of the Disclosure Schedule; Leased Real Property under such Lease and to the Knowledge of Seller, there are no disputes with respect to such Lease; (ii) Liens disclosed on neither the Latest Balance Sheet Seller nor the relevant Transferred Subsidiary nor any other party to the Lease is in breach or notes thereto default under such Lease, and no event has occurred or securing liabilities reflected on circumstance exists which, with the Latest Balance Sheet delivery of notice, the passage of time or notes thereto; both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (iii) Liens for Taxesthe Seller or relevant Transferred Subsidiary has not subleased, assessments and similar charges that are not yet due licensed or are being contested in good faith; (iv) mechanic’s, materialman’s, carrier’s, repairer’s and other similar Liens arising otherwise granted any Person the right to use or incurred in the ordinary course of business for amounts that are not yet due and payable or are being contested in good faith; or (v) other Liens that do not materially interfere with the use of any Owned occupy such Leased Real Property or any portion thereof; and (iv) the Seller or relevant Transferred Subsidiary has not collaterally assigned or granted any other asset that is security interest in such Lease or any interest therein. Except as would not reasonably be expected, individually or in the aggregate, to have a Business Material Adverse Effect, the material to items of equipment included in the Business (clauses Acquired Assets (i) - (v) of this Section 3.13(c) are, collectively, the “Permitted Liens”). (d) All of the Purchased Assets and all assets of the Purchased Subsidiaries are in reasonably good operating condition and repair, ordinary course wear and tear exceptedexcepted and (ii) are reasonably adequate and suitable in all material respects for the purposes for which they are presently being used. (d) No Acquired Asset is subject to any Lien, other than such states of disrepair which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectPermitted Liens.

Properties; Liens. (a) Section 3.13 3.12 of the Disclosure Schedule lists correctly describes all real property used or held for use by the street addresses Business which Seller or any of all Owned Real Property and all Leased Real Property its Subsidiaries owns, leases, operates or subleases (the “Real Property”). (b) Seller or a Subsidiary of Seller, as the case may be, has good andtitle to, subject to Permitted Liens, marketable title to all Owned or in the case of any leased Real Property and all Leasehold Improvements and a or personal property has valid leasehold interest in all Leased Real Property. Seller or a Subsidiary of Seller, as the case may be, has good and marketable title, or a valid leasehold interest interests in, all Purchased Assets and all assets of the Purchased Subsidiaries which constitute personal propertyAssets, except for properties and assets sold since the Balance Sheet Date in the ordinary course of business consistent with past practices or where the failure to have such good title or valid leasehold interests as to certain personal property assets would not, be individually or in the aggregate, have a material adverse effect on the ability of Buyer to operate the BusinessBusiness immediately following the Closing. This Section 3.12(b) shall not apply with respect to Intellectual Property Rights, which are addressed in Section 3.13. (c) No Purchased Asset or asset of a Purchased Subsidiary is subject to any Lien, except for: (i) Liens disclosed in Section 3.13 3.12 of the Disclosure Schedule; (ii) Liens disclosed on the Latest Balance Sheet Financial Statements or notes thereto or securing liabilities reflected on the Latest Balance Sheet Financial Statements or notes thereto; (iii) Liens for Taxestaxes, assessments and similar charges that are not yet due or are being contested in good faith; (iv) mechanic’s, materialman’s, carrier’s, repairer’s and other similar Liens arising or incurred in the ordinary course of business for amounts or that are not yet due and payable delinquent or are being contested in good faith; (v) zoning, building codes and other land use laws regulating the use or occupancy of Real Property or the activities conducted thereon that are imposed by any Governmental Authority, excluding provisions or changes thereto requested or consented to by the Seller or its Affliate after the date hereof; (vi) Liens for financing secured by any Real Property that will be paid off at Closing, and those Liens for financing that are Assumed Liabilities; (vii) Easements, covenants, conditions, restrictions and other similar matters affecting title to Real Property and other title defects that do not or would not materially impair the use or occupancy of any Real Property in the operation of the Business taken as a whole; (viii) Liens incurred by the lessor of any Real Property leased by Seller or any of its Subsidiaries not otherwise prohibited by the lease for such Real Property, which liens, if incurred after the date of this Agreement with the consent of Seller or its Affiliate, will have been consented to by Buyer in its discretion in writing and in advance of imposition; (ix) Liens incurred in the ordinary course of business since the Emergence Date; or (vx) other Liens that do not materially interfere with the use of any Owned Real Property or any other asset that is material to the Business (clauses (i) - (v) of this Section 3.13(c) are, collectively, the “Permitted Liens”). (d) All of the Purchased Assets and all assets of the Purchased Subsidiaries are in good operating condition and repair, ordinary wear and tear excepted, other than such states of disrepair which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect (clauses (i) - (x) of this Section 3.12(c) as to personal property assets, and clauses (i), (iii), and (v) of this Section 3.12(c) as to real property assets, are, collectively, the “Permitted Liens”).

Properties; Liens. (a) Section 3.13 3.13(a) of the Disclosure Schedule lists set forth a complete and accurate list, with property addresses and the street addresses names of the record owners, of all Owned Real Property and all Leased Real Property real property owned by the Purchased Subsidiaries (the “Owned Real Property”). (b) Seller or a . A Purchased Subsidiary holds good, valid and marketable fee simple title to each parcel of SellerOwned Real Property, as the case may be, has and good and, subject to Permitted Liens, marketable title to all Owned Real Property tangible personal property owned by such entity, in each case, free and clear of all Leasehold Improvements and a valid leasehold interest Liens other than Permitted Liens. “Permitted Liens” means, collectively: (i) Liens disclosed in all Leased Real Property. Seller or a Subsidiary of Seller, as the case may be, has good and marketable title, or a valid leasehold interest in, all Purchased Assets and all assets Section 3.13(a) of the Purchased Subsidiaries which constitute personal property, except for properties Disclosure Schedule; (ii) Liens disclosed on the Balance Sheet or notes thereto or securing liabilities reflected on the Balance Sheet or notes thereto and assets sold Liens incurred since the Balance Sheet Date in the ordinary course of business consistent with past practices or where the failure for amounts owed not to have such good title or valid leasehold interests would not, be material to the Business. (c) No Purchased Asset or asset of a Purchased Subsidiary is subject to any Lien, except for: (i) Liens disclosed in Section 3.13 of the Disclosure Schedule; (ii) Liens disclosed on the Latest Balance Sheet or notes thereto or securing liabilities reflected on the Latest Balance Sheet or notes thereto; exceed $50,000; (iii) Liens for Taxes, assessments and similar charges that are not yet due delinquent, or that are being contested in good faith; faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP; (iv) mechanic’s, materialman’s, carrier’s, repairer’s, worker’s, warehouseman’s and other similar Liens arising or incurred in the ordinary course of business for amounts and that relate to obligations that are not yet more than 30 days past due and payable or or, if more than 30 days past due, are being contested in good faithfaith by appropriate proceedings; or (v) statutory or contractual Liens of landlords; (vi) leases, licenses or other Liens agreements for the occupancy of Owned Real Property that are in effect as of the date hereof or entered into after the date hereof in the ordinary course of business and subject to the terms of this Agreement; (vii) zoning, building codes and other land use laws regulating the use or occupancy of the Real Property or the activities conducted thereon which are imposed by any Governmental Authority which do not not, individually or in the aggregate, materially interfere with the present use of any Owned the Real Property or materially impair the value of the affected Real Property; (viii) any other asset adverse circumstance affecting title to any Real Property that is material would be disclosed by an accurate land survey of such Real Property; (ix) Liens constituting non-exclusive licenses or sublicenses in respect of Intellectual Property Rights granted in the ordinary course of business; (x) purchase money Liens for personal property and Liens securing rental payments under capital lease arrangements; (xi) Liens which will be extinguished or released in full as of or prior to the Business Closing; or (clauses (ixii) - (v) restrictive covenants, easements, imperfections or irregularities of this Section 3.13(c) aretitle which do not, collectivelyindividually or in the aggregate, materially interfere with the “Permitted Liens”). (d) All present use of the Purchased Assets and all assets Real Property or materially impair the value of the Purchased Subsidiaries are in good operating condition and repairany Real Property. To Seller’s knowledge, ordinary wear and tear exceptedno adverse circumstance exists affecting title to any Real Property that would be disclosed by an accurate land survey of such Real Property, other than such states of disrepair which except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. All facilities located on or comprising the Owned Real Property and required for the operation of the Business as currently conducted (i) have been operated and maintained in all material respects in accordance with all Applicable Law, (ii) are or may be supplied with utilities and other services reasonably necessary for the operation of such facilities as currently conducted, (iii) are in good condition and the systems located therein are in good working order and condition, and (iv) do not encroach on any adjoining property owned by others or public rights of way, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There are no outstanding options, rights of first offer or rights of first refusal to purchase any Owned Real Property or any portion thereof or interest therein. There are no pending, or to Seller’s knowledge, threatened proceedings by any Governmental Authority to condemn, take, expropriate or demolish any Owned Real Property or part thereof.

Properties; Liens. (a) Section 3.13 3.12(a) of the Disclosure Schedule lists the street addresses sets forth a true and complete list of all of the real property owned as of the date hereof by (i) any Purchased Subsidiary or (ii) Seller or any Seller Entity and Relating to the Business (collectively, the “Business Owned Real Property”). Seller, the Seller Entities and the Purchased Subsidiaries, as applicable, have good and marketable title to all Business Owned Real Property, free and clear of all Liens, except Permitted Liens. Except as would not reasonably be expected to be material to the Business, taken as a whole, neither Seller nor its Affiliates has received written notice of any, and to the knowledge of Seller, there is no, default by Seller or any of its Affiliates under any restrictive covenants affecting the Business Owned Real Property, and there has not occurred any event that with the lapse of time or the giving of notice or both would constitute such a default by Seller or any of its Affiliates under any such restrictive covenants. There are no outstanding options or rights of first refusal to purchase the Business Owned Real Property. Except as would not reasonably be expected to be material to the Business, taken as a whole, to the knowledge of Seller, the existing buildings and improvements located on the Business Owned Real Property are located entirely within the boundary lines of such Business Owned Real Property or on permanent easements on adjoining land benefiting such Business Owned Real Property and may lawfully be used under applicable zoning and land use laws for their current use. (b) Section 3.12(b) of the Disclosure Schedule sets forth a true and complete list as of the date hereof of (i) all of the real property leased, subleased, licensed or otherwise used or occupied (A) by any Purchased Subsidiary or (B) by Seller or any Seller Entity and Relating to the Business (collectively, the “Business Leased Real Property (Property” and together with the Business Owned Real Property, the “Real Property”)) and (ii) the name of the lessee of such Business Leased Real Property. Except as would not reasonably be expected to be material to the Business, taken as a whole, Seller and its Affiliates, as applicable, have a valid leasehold or subleasehold (as applicable) interest in all Business Leased Real Property, free and clear of all Liens, except Permitted Liens. All Leases of the Business Leased Real Property are in full force and effect and are enforceable in accordance with their respective terms, subject to the Enforceability Exceptions. None of Seller or any of its Subsidiaries has received any written notice of any, and there is no default by any of Seller or its Subsidiaries, or, to the knowledge of Seller, by any other party, under any Lease and, to the knowledge of Seller, no event has occurred, which, after the giving of notice, with lapse of time, or otherwise, would constitute a default by Seller or any of its Subsidiaries, or, to the knowledge of Seller, any other party under such Lease, in each case except as would not reasonably be expected to be material to the Business, taken as a whole. (bc) Seller and its Subsidiaries have good, valid and marketable title to, or a Subsidiary valid license or leasehold interests in, all of Sellerthe tangible assets which are necessary for the conduct of the Business and the Motors Business as currently conducted, except as would not reasonably be expected to be material to the case may beBusiness or the Motors Business (as applicable), has good andtaken as a whole, subject to free and clear of any and all Liens except for Permitted Liens. Seller and its Subsidiaries have good, valid and marketable title to all Owned Real Property and all Leasehold Improvements and a valid leasehold interest in all Leased Real Property. Seller or a Subsidiary of Seller, as the case may be, has good and marketable title, or a valid leasehold interest in, all Purchased Assets and all assets of the Purchased Subsidiaries which constitute personal property, except for properties and assets sold since reflected on the Balance Sheet Date as being owned by it (except to the extent that such assets have been disposed after the date of the Balance Sheet in the ordinary course of business consistent with past practices or where the failure to have such good title or valid leasehold interests would notbusiness), be material to the Businessfree and clear of any and all Liens other than Permitted Liens. (cd) No Purchased Asset Real Property or asset material Real Property of a Purchased Subsidiary Subsidiary, as applicable, is subject to any Lien, except for: (i) Liens disclosed in Section 3.13 3.12(d) of the Disclosure Schedule; (ii) Liens disclosed on the Latest Balance Sheet or notes thereto or securing liabilities reflected on the Latest Balance Sheet or notes thereto; (iii) Liens for Taxes, assessments and similar charges that (A) are not yet due and payable, or (B) are being contested in good faithnot material; (iv) mechanic’s, materialman’s, carrier’s, repairer’s, worker’s, warehouseman’s and other similar Liens arising or incurred in the ordinary course of business for amounts or that are not yet due and payable payable, or, if due, not delinquent or that are being contested in good faith; orfaith if adequate reserves with respect thereto are maintained on the Purchased Subsidiaries’ books in accordance with GAAP; (v) statutory or contractual Liens of landlords or Liens on the landlord’s or prior landlord’s interests; (vi) zoning, planning, entitlement, building codes and other land use laws, regulations, ordinances or other legal requirements regulating the use or occupancy of the Real Property, in each case, which are not violated in any material respect by the current use or occupancy of such Real Property or the operation of the Business; (vii) Liens constituting non-exclusive licenses, sublicenses or covenants not to xxx in respect of Intellectual Property Rights granted in the ordinary course of business; (viii) purchase money Liens and Liens securing rental payments under capital lease arrangements; (ix) easements, rights-of-way, defects, irregularities or imperfections of title, encroachment, servitudes, permits, flowage rights, leases, licenses and similar restrictions that (A) are matters of record or (B) would be disclosed by a current, accurate survey or physical inspection of real property and, in each case of clauses (A) and (B) do not materially interfere with the use present uses or value of any Owned Real Property or any other asset that is material to the Business such Purchased Asset (clauses (i) - (vi)–(ix) of this Section 3.13(c3.12(d) are, collectively, the “Permitted Liens”). (d) All of the Purchased Assets and all assets of the Purchased Subsidiaries are in good operating condition and repair, ordinary wear and tear excepted, other than such states of disrepair which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Properties; Liens. (a) Section 3.13 3.11(a) of the Disclosure Schedule correctly lists all real property (i) which any of the street addresses Purchased Subsidiaries owns, leases (as tenant) or subleases (as subtenant) or (ii) which Seller or any of all Owned Real Property and all Leased Real Property the Retained Subsidiaries owns, leases or subleases primarily in the conduct of the Business, but excluding any real property covered by a lease, sublease or license listed in Section 2.03(r) of the Disclosure Schedule (the “Real Property”). (b) Seller or a Subsidiary of Seller, as the case may be, has good andtitle to, subject to Permitted Liens, marketable title to all Owned or in the case of any leased Real Property and all Leasehold Improvements and a or personal property has valid leasehold interest in all Leased Real Property. Seller or a Subsidiary of Seller, as the case may be, has good and marketable title, or a valid leasehold interest interests in, all Purchased Assets and all assets of the Purchased Subsidiaries which constitute personal propertySubsidiaries, except for properties and assets sold sales of inventory since the Balance Sheet Date in the ordinary course of business consistent with past practices or where the failure to have such good title or valid leasehold interests would not, not reasonably be material expected to the Businesshave a Material Adverse Effect. (c) No Purchased Asset or asset of a Purchased Subsidiary is subject to any Lien, except for: (i) Liens disclosed in Section 3.13 3.11(c) of the Disclosure Schedule; (ii) Liens explicitly disclosed on the Latest Balance Sheet or notes thereto or securing liabilities explicitly reflected on the Latest Balance Sheet or notes thereto; (iii) Liens for Taxes, assessments and similar charges that are not yet due and payable, or, if due, not delinquent or that are being contested in good faith; (iv) mechanic’s, materialman’s, carrier’s, repairer’s, worker’s, warehouseman’s and other similar Liens arising or incurred in the ordinary course of business for amounts or that are not yet due and payable payable, or, if due, not delinquent or that are being contested in good faith; (v) statutory or contractual Liens of landlords or Liens on the landlord’s or prior landlord’s interests (except, in each case, any such landlord which is also a Purchased Subsidiary); (vi) zoning, building codes and other land use laws regulating the use or occupancy of the Real Property or the activities conducted thereon which are imposed by any Governmental Authority; (vii) any recorded plat or any fact, right, interest, claim, encroachment, encumbrance, violation, variation, or adverse circumstance affecting title to any Real Property that would be disclosed by an accurate land survey of such Real Property or could be ascertained by an inspection of such Real Property; (viii) with respect to the Real Property, rights of third parties in respect of minerals or mineral rights; (ix) Liens constituting non-exclusive licenses or sublicenses of Intellectual Property Rights granted in the ordinary course of business; (x) Liens incurred in the ordinary course of business since the Balance Sheet Date which, individually or in the aggregate, do not materially impair the use of any Purchased Asset or the assets of any Purchased Subsidiary; (xi) purchase money Liens; or (vxii) other Liens that do not materially interfere with which will be extinguished and released in full as of the use of any Owned Real Property or any other asset that is material to the Business Closing (clauses (i) - (vi)—(xii) of this Section 3.13(c3.11(c) are, collectively, the “Permitted Liens”). (d) All of the Purchased Assets and all assets of the Purchased Subsidiaries are in good operating condition and repair, ordinary wear and tear excepted, other than such states of disrepair which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Properties; Liens. (a) Section 3.13 ‎ ‎Section 3.12(a) of the Disclosure Schedule lists sets forth a correct and complete list, with property addresses and the street addresses names of the record owners, of all real property owned in fee by the Purchased Subsidiaries (the “Owned Real Property”). A Purchased Subsidiary holds good and valid fee simple title to each parcel of Owned Real Property, in each case, free and clear of all Liens other than Permitted Liens. There are no leases, subleases, or other similar agreements granting any third party the right to use or occupy all or any portion of the Owned Real Property, nor any outstanding options, rights of first offer or rights of first refusal to purchase any Owned Real Property or any portion thereof or interest therein. (b) Seller has made available to Buyer correct and complete copies of all deeds, title policies and surveys regarding the Owned Real Property in Seller’s possession or control. Seller has made available to Buyer correct and complete copies of all leases, lease guaranties, licenses, subleases and similar agreements in Seller’s possession or control pursuant to which the Purchased Subsidiaries are a tenant, subtenant, licensee or occupant thereunder (together with all amendments thereto, collectively, the “Real Property Leases”). (c) ‎Section 3.12(c) of the Disclosure Schedule sets forth a correct and complete list by street address of all the real property that is leased, licensed, subleased, sublicensed or occupied pursuant to similar agreements by the Purchased Subsidiaries or that constitutes a Purchased Asset (the “Leased Real Property (Property” and, together with the Owned Real Property, the “Real Property”). A Purchased Subsidiary has a valid and subsisting leasehold interest in each Real Property Lease free and clear of all Liens other than Permitted Liens. No Purchased Subsidiary has assigned, subleased, mortgaged, deeded in trust or otherwise transferred or encumbered its interest in any Real Property Lease or Leased Real Property pursuant to any instrument that is currently outstanding or in full force and effect, other than Permitted Liens. The Real Property comprises all of the real property that is Related to the Business. (bd) Seller All buildings, plants, structures and improvements owned or a Subsidiary leased by the Purchased Subsidiaries that are located on or comprising the Real Property and required for the operation of Sellerthe Business as currently conducted (i) have been operated and maintained in all material respects in accordance with all Applicable Law, (ii) have access to utilities reasonably necessary for the operation of the Business as the case may be, has currently conducted and (iii) are in good andcondition and repair, subject to Permitted Liens, marketable title to all Owned Real Property ordinary wear and all Leasehold Improvements tear and a valid leasehold interest in all Leased Real Property. Seller or a Subsidiary of Seller, as the case may be, has good renewal and marketable title, or a valid leasehold interest in, all Purchased Assets and all assets of the Purchased Subsidiaries which constitute personal property, except for properties and assets sold since the Balance Sheet Date replacement in the ordinary course of business consistent in accordance with past practices or where the failure to have such good title or valid leasehold interests would not, be material to the Businesspractice. (ce) No Purchased Asset or asset To Seller’s knowledge, no adverse state of a Purchased Subsidiary is subject facts exists affecting title to any Lien, except for: (i) Liens disclosed in Section 3.13 of the Disclosure Schedule; (ii) Liens disclosed on the Latest Balance Sheet or notes thereto or securing liabilities reflected on the Latest Balance Sheet or notes thereto; (iii) Liens for Taxes, assessments and similar charges that are not yet due or are being contested in good faith; (iv) mechanic’s, materialman’s, carrier’s, repairer’s and other similar Liens arising or incurred in the ordinary course of business for amounts that are not yet due and payable or are being contested in good faith; or (v) other Liens that do not materially interfere with the use of any Owned Real Property or any other asset that is material to the Business (clauses (i) - (v) would be disclosed by an accurate land survey of this Section 3.13(c) aresuch Owned Real Property, collectively, the “Permitted Liens”). (d) All of the Purchased Assets and all assets of the Purchased Subsidiaries are in good operating condition and repair, ordinary wear and tear excepted, other than such states of disrepair which except as would not, individually or in the aggregate, reasonably be expected to have be material to the Business. (f) There are no pending, or to Seller’s knowledge, threatened proceedings by any Governmental Authority to condemn, take, expropriate or demolish any Owned Real Property or part thereof. (g) There are no shared facilities or services at the Real Property which are used in connection with any Retained Business. (h) Each parcel of Owned Real Property abuts on and has direct vehicular access to a Material Adverse Effectpublic road, or has access to a public road via an easement benefiting the parcel. (i) Seller and its Subsidiaries own good and valid title to, or a valid leasehold interest in, all of the Purchased Assets.

Properties; Liens. (a) Section 3.13 3.12(a) of the Disclosure Schedule lists correctly describes all real property used or held for use primarily in the street addresses Business which Seller or any of all Owned Real Property and all Leased Real Property (the “Real Property”)its Subsidiaries owns, leases, operates or subleases. (b) Seller or a Subsidiary of Sellerits Subsidiary, as the case may be, has good andgood, indefeasible and marketable fee simple (or local equivalent) title (subject only to Permitted Liens, marketable title ) to all Owned Real Property and all Leasehold Improvements and a valid leasehold interest in all Leased Real Property. Seller or a Subsidiary of Seller, as the case may be, has good and marketable title, or a valid leasehold interest in, all Purchased Assets and all assets each of the Purchased Subsidiaries which constitute personal property, except for properties and assets sold since the Balance Sheet Date in the ordinary course of business consistent with past practices or where the failure to have such good title or valid leasehold interests would not, be material to the BusinessDedicated Plants. (c) No Purchased Asset or asset of a Purchased Subsidiary is subject to any Lien, except forexcept: (i) Liens disclosed in on Section 3.13 3.12(c) of the Disclosure Schedule; (ii) Liens disclosed on in the Latest Balance Sheet or notes thereto or securing liabilities reflected on the Latest Balance Sheet or notes theretoReported Financial Statements; (iii) except with respect to the UK Purchased Assets, Liens for Taxes, assessments and similar charges Taxes that are not yet due and payable, or, if due, not delinquent or are being contested in good faithfaith by appropriate proceedings during which collection or enforcement is stayed and provided that adequate reserves (based on good faith estimates of management) have been set aside for the payment thereof; (iv) mechanic’s, materialman’s, carrier’s, worker’s, repairer’s, warehouseman’s and other similar Liens arising or incurred in the ordinary and usual course of business for amounts or that are not yet due and payable or, if due, not delinquent or are being contested in good faithfaith by appropriate proceedings during which collection or enforcement is stayed and provided that adequate reserves (based on good faith estimates of management) have been set aside for the payment thereof; (v) Liens incurred in the ordinary and usual course of business since June 30, 2004 that do not, individually or in the aggregate, materially impair the occupancy, current use or value of the Purchased Assets; or (vvi) other Liens that do are not materially interfere with reasonably likely to have, individually or in the use of any Owned Real Property or any other asset that is material to the Business aggregate, a Material Adverse Effect (clauses (i) - (vvi) of this Section 3.13(c3.12(c) are, collectively, the “Permitted Liens”). (d) All No portion of any Dedicated Plant is subject to any condemnation, notice, order or proceeding by any public or quasi-public authority and to the Knowledge of Seller, no such notice, order or proceeding is threatened. The buildings and structures included in the Dedicated Plants currently (i) have access to public roads or valid easements over private streets or private property for such ingress to and egress from such property and (ii) have water supply, storm and sanitary sewer facilities, drainage and other public utilities, and all other necessary rights and easements in each case as is necessary for the conduct of the Purchased Assets Business as it has heretofore been conducted, (e) The buildings, structures and all assets equipment included in the Dedicated Plants have been reasonably maintained consistent with standards generally followed in the industry (giving due account to the age and length of the Purchased Subsidiaries are in good operating condition and repairuse of same, ordinary wear and tear excepted, other than such states ) are adequate for the use and operation of disrepair which would not, individually or the Dedicated Plants in the aggregateconduct of the Business as presently conducted and with respect to buildings and material structures, reasonably be expected to have a Material Adverse Effectthe Knowledge of Seller, are structurally sound, in good operating condition and free of material defects. (f) Section 3.12(f) of the Disclosure Schedule sets forth the capital expenditure plan of Seller and its Subsidiaries for the fiscal years ended December 31, 2004 and 2005 with respect to the Business. With respect to the fiscal year ending December 31, 2004, Seller and its Subsidiaries shall make capital expenditures of at least $4,400,000 with respect to the Business. (g) The Romanian Dedicated Plant is not declared by official authorities as an historic monument and is not part of any protected architectural area of Brasov County.