Common use of Properties; Securities Clause in Contracts

Properties; Securities. (1) Except as reflected or reserved against in the Financial Statements, each of the Company and its Subsidiaries has good and marketable title to, or in the case of leased property, has valid leasehold interests in all property and assets purported to be owned or leased by it (whether real or personal, tangible or intangible, and including investment securities and other investments) reflected in the Financial Statements or acquired after the date thereof, except for property and assets sold or transferred since such date in the ordinary course of business consistent with past practices. None of such property or assets (except property or assets sold or transferred since such date in the ordinary course of business consistent with past practices) is subject to any Liens (including Tax-related Liens), except: (A) Liens incurred in the ordinary course of business consistent with past practice; (B) Liens securing liabilities which, in each case, are disclosed or reserved against in the Financial Statements; (C) Liens for Taxes not yet due or payable or being contested in good faith (and, in either case, for which adequate accruals or reserves have been established in the Financial Statements); (D) Mechanics or materialmen liens and similar liens arising by operation of law; or (E) Liens which do not materially detract from the value or materially interfere with any current use of such property or assets. (2) To the knowledge of the Company and its Subsidiaries, all buildings and all fixtures, equipment, and other property and assets used but not owned by the Company or any of its Subsidiaries are held under valid leases or subleases enforceable in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and by general equity principles. (3) Each of the Company and its Subsidiaries has a "security entitlement" (as defined in the Uniform Commercial Code) in all securities or investments held or purported to be held by it (except securities sold under repurchase agreements or held in any fiduciary or agency capacity), free and clear of any Lien, except to the extent such securities are pledged in the ordinary course of business consistent with past practices to secure obligations of each of the Company or any of its Subsidiaries. Such securities are valued on the books of the Company and its Subsidiaries in accordance with generally accepted accounting principles. (4) All Managing Director Subordinated Notes, by their terms, are redeemable by the Company at a price equal to the principal amount thereof, plus accrued interest, if any, through the date of such redemption without penalty.

Properties; Securities. (1) Except as may be reflected or reserved against in the Company's Financial StatementsStatements dated before the date hereof, each of the Company and its Subsidiaries has have good and marketable title totitle, or in free and clear of all Liens (other than Liens for current taxes not yet delinquent) to all of the case of leased property, has valid leasehold interests in all property Material properties and assets purported to be owned or leased by it (whether real or personalassets, tangible or intangible, and including investment securities and other investments) reflected in the Financial Statements or acquired after the date thereof, except for property and assets sold or transferred since such date in the ordinary course of business consistent with past practices. None of such property or assets (except property or assets sold or transferred since such date in the ordinary course of business consistent with past practices) is subject to any Liens (including Tax-related Liens), except: (A) Liens incurred in the ordinary course of business consistent with past practice; (B) Liens securing liabilities which, in each case, are disclosed or reserved against in the Financial Statements; (C) Liens for Taxes not yet due or payable or financial statements as being contested in good faith (and, in either case, for which adequate accruals or reserves have been established in the Financial Statements); (D) Mechanics or materialmen liens and similar liens arising owned by operation of law; or (E) Liens which do not materially detract from the value or materially interfere with any current use of such property or assets. (2) To the knowledge of the Company and its SubsidiariesSubsidiaries as of the dates thereof. To the best of the Company's knowledge, all buildings and all the Material fixtures, equipment, and other property and assets used but not owned held under leases or subleases by any of the Company or any of and its Subsidiaries are held under valid leases or subleases subleases, enforceable in accordance with their respective terms, terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and by to general equity principles. (3) ). The Company has Previously Disclosed a list of any and all real estate owned or leased by it or a Company Subsidiary as of the date hereof. Each of the Company and its Subsidiaries has a "security entitlement" (as defined in the Uniform Commercial Code) in good and marketable title to all securities or investments held or purported to be held by it (except securities sold under repurchase agreements or held in any fiduciary or agency capacity), free and clear of any Lien, except to the extent such securities are pledged in the ordinary course of business consistent with past prudent business practices to secure obligations of each of the Company or any of its Subsidiaries. Such securities are valued on the books of the Company and or its Subsidiaries in accordance with generally accepted accounting principles. (42) All Managing Director Subordinated NotesExcept as Previously Disclosed, by their terms, are redeemable by neither the Company at nor any Subsidiary thereof holds any equity securities for its own account involving, in the aggregate, ownership or control of 5% or more of any class of an issuer's voting securities or 25% or more of the issuer's equity (treating subordinated debt as equity). Except as Previously Disclosed, there are no partnerships, limited liability companies, joint ventures or similar entities, in which the Company or any of its Subsidiaries is a price equal to the principal amount thereofgeneral partner, plus accrued manager, managing member or holds some other similar position or owns or controls any interest, if anydirectly or indirectly, through of 5% or more and the date nature and amount of each such redemption without penaltyinterest.

Properties; Securities. (1a) Except The Company owns and has good title to all of its assets and properties reflected as reflected owned on the 12-31-06 Balance Sheet, free and clear of any lien, claim or reserved against other encumbrance, except for (i) assets and properties disposed of, or subject to purchase or sales orders, in the Financial Statementsordinary course of business since December 31, each 2006, (ii) liens or other encumbrances securing the liens of the materialmen, carriers, landlords and like Persons, all of which are not yet due and payable, (iii) statutory liens for current Taxes not yet due and (iv) other encumbrances, covenants, exceptions, variances, reservations and other matters or limitations of any kind, if any, which have not resulted in and are not reasonably likely to result in a Company and its Subsidiaries Material Adverse Effect. The Company has good and marketable title to, or in the case of leased property, has a valid leasehold interests in or license interest in, all property and assets purported to be owned or leased by it (whether real or personalassets, tangible or and intangible, and including investment securities all leases, licenses and other investments) reflected agreements, which are necessary to permit the Buyer to carry on the Business of the Company as presently conducted. The Company has a “security entitlement” (as defined in the Financial Statements Uniform Commercial Code) in all of its securities investments reflected on the Interim Balance Sheet or acquired after the date thereof, free and clear of any Lien, except for property and assets those sold or transferred since such date in the ordinary course of business consistent with past practices. None of such property or assets (except property or assets sold or transferred since such date in the ordinary course of business consistent with past practices) is subject to any Liens (including Tax-related Liens), except: (A) Liens incurred in the ordinary course of business Business consistent with past practice; (B) Liens securing liabilities which, in each case, are disclosed or reserved against in the Financial Statements; (C) Liens for Taxes not yet due or payable or being contested in good faith (and, in either case, for which adequate accruals or reserves have been established in the Financial Statements); (D) Mechanics or materialmen liens and similar liens arising by operation of law; or (E) Liens which do not materially detract from the value or materially interfere with any current use of such property or assets. (2b) To the knowledge of the The Company does not own any real property and its Subsidiaries, all does not have any options or contractual obligations to purchase or acquire any interest in real property. All buildings and all fixtures, equipment, and other property and assets used but by Company in connection with the Business which are not owned by the Company or any of its Subsidiaries are held under valid leases or subleases enforceable in accordance with their respective terms, terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' ’ rights generally and by general equity principles. All equipment and other tangible property used in the conduct of the Company’s Business are in reasonably good and sufficient operating condition and repair, ordinary wear and tear excepted. There is no equipment located on the premises of the Company or used in the Business of the Company that is on loan from another party. (3c) Each of the The Company and its Subsidiaries has a "security entitlement" (as defined in the Uniform Commercial Code) entitlement in all securities or investments held or purported to be held by it (except securities sold under repurchase agreements or held in any fiduciary or agency capacity), free and clear of any Lien, except to the extent such securities are pledged in the ordinary course of business consistent with past practices to secure obligations of each of the Company or any of its Subsidiaries. Such securities are valued on the books of the Company and its Subsidiaries in accordance with generally accepted accounting principlesGAAP consistently applied. (4) All Managing Director Subordinated Notes, by their terms, are redeemable by the Company at a price equal to the principal amount thereof, plus accrued interest, if any, through the date of such redemption without penalty.