Common use of Properties; Sufficiency of Assets Clause in Contracts

Properties; Sufficiency of Assets. (a) The Company and each of its Subsidiaries have good and indefeasible title to, or in the case of leased or licensed property valid leasehold or licensed interests in, all property and assets (whether real or personal, tangible or intangible) reflected on the Balance Sheet or acquired after the Balance Sheet Date, except properties and assets, or interests in properties or assets, sold or otherwise disposed of since the Balance Sheet Date in the Ordinary Course. None of such property or assets is subject to any Liens, except for Permitted Liens. (b) Neither the Company nor any of its Subsidiaries owns or has never owned any Company Real Property. Schedule 4.16(b) sets forth a list of all Company Real Property, including real property leased or otherwise used by the Company or any of its Subsidiaries (the “Leased Real Property”). All leases of the Leased Real Property are valid, binding, and enforceable in accordance with their respective terms (subject to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunction relief and other equitable remedies) and the Company or such Subsidiary is a tenant or possessor in good standing thereunder and all rents due under such leases have been paid. There does not exist under any such lease any default or, to the knowledge of the Company, any event which with notice or lapse of time, or both, would reasonably be expected to constitute a default under the leases with respect to the Leased Real Property. The Company and each of its Subsidiaries are each in peaceful and undisturbed possession of the space and/or estate under each of their respective leases to which it is a tenant and has good and valid rights of ingress to and egress from all such Leased Real Property and to the public street systems for all usual street, road, and utility purposes. None of the Company, any of its Subsidiaries nor any of their Affiliates is a landlord under any lease relating to Leased Real Property. None of the Company or any of its Subsidiaries has received any notice of any violation with respect to any applicable Law relating to or affecting the Leased Real Property. None of the Company or any of its Subsidiaries has received any notice of any appropriation, condemnation, or like proceeding, or of any violation of any applicable zoning Law or Order relating to or affecting the Leased Real Property, and to the knowledge of the Company, no such proceeding has been threatened or commenced. None of the Company or any of its Subsidiaries has received any notice of any pending or threatened foreclosure proceedings against any landlord entity with respect to the Leased Real Property that could adversely impact the rights of the Company or any of its Subsidiaries as tenant to continue possession of the Leased Real Property. (c) Schedule 4.16(c) sets forth a list of all personal property (including equipment) necessary for the conduct of the Business as presently conducted or as proposed to be conducted that is owned or leased by Company or any of its Subsidiaries and indicates whether each item of personal property is owned or leased. The assets owned or leased by the Company or any of its Subsidiaries (including, real, personal, tangible, and intangible property), or that they otherwise have or will have the right to use (including, real, personal, tangible, and intangible property), constitute all of the assets held for use or used in connection with the Business, are in good working condition (reasonable wear and tear excepted) and are sufficient to conduct the business of the Company or any of its Subsidiaries as presently conducted or as proposed to be conducted.

Properties; Sufficiency of Assets. (a) The Company With the exception of properties disposed of in the ordinary course of business since the date of the Balance Sheet, Seller has (or will have prior to the Closing Date) and each upon consummation of its Subsidiaries have the transactions contemplated hereby, Buyer will have, good and indefeasible marketable title to, or in the case all real and tangible personal property constituting Conveyed Assets, free and clear of leased or licensed property valid leasehold or licensed interests in, all property and assets (whether real or personal, tangible or intangible) reflected on the Balance Sheet or acquired after the Balance Sheet Date, Liens except properties and assets, or interests in properties or assets, sold or otherwise disposed of since the Balance Sheet Date in the Ordinary Course. None of such property or assets is subject to any Liens, except for Permitted Liens. (b) Neither Except for (i) the Company nor Excluded Assets, (ii) assets disposed of by Seller prior to the date of the Balance Sheet, (iii) assets disposed of in the ordinary course of business since the date of the Balance Sheet and (iv) Intellectual Property not constituting Conveyed Assets, the Conveyed Assets constitute or will constitute as of the Closing Date all of the assets used or employed for the purpose of conducting the Business. (c) Except as set forth in Schedule 3.4(c), the Conveyed Assets do not include any ownership interest in a corporation or partnership (or other entity treated as a corporation or partnership for U.S. income tax purposes) or in any debt or equity security of any other person or entity. (d) The Conveyed Assets have been or are currently in use in connection with the Business. (e) On the Closing Date, all of the real property (whether leased or owned) included in the Conveyed Assets (the "Real Property") will be free and clear of any and all encumbrances of record or not of record which either individually or in the aggregate, could prohibit or materially adversely interfere with Buyer's use of such property except for Permitted Liens. No material default or breach exists under any of its Subsidiaries owns the covenants, conditions, restrictions, rights-of-way or has never owned any Company Real Property. Schedule 4.16(b) sets forth a list of all Company Real Property, including real property leased or otherwise used by the Company or any of its Subsidiaries (the “Leased Real Property”). All leases of the Leased Real Property are valid, binding, and enforceable in accordance with their respective terms (subject to the effecteasements, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunction relief and other equitable remedies) and the Company all or such Subsidiary is a tenant or possessor in good standing thereunder and all rents due under such leases have been paid. There does not exist under any such lease any default or, to the knowledge portion of the Company, any event which with notice or lapse of time, or both, would reasonably be expected to constitute a default under the leases with respect to the Leased Real Property. The Company and each of its Subsidiaries are each in peaceful and undisturbed possession of the space and/or estate under each of their respective leases to which it is a tenant and has good and valid rights of ingress to and egress from all such Leased Real Property and to the public street systems for all usual street, road, and utility purposes. None of the Company, any of its Subsidiaries nor any of their Affiliates is a landlord under any lease relating to Leased Real Property. None of the Company or any of its Subsidiaries has received any notice of any violation with respect to any applicable Law relating to or affecting the Leased Real Property. None of the Company or any of its Subsidiaries has received any notice of any appropriation, condemnation, or like proceeding, or of any violation of any applicable zoning Law or Order relating to or affecting the Leased Real Property, and to the knowledge of the Company, no such proceeding has been threatened or commenced. None of the Company or any of its Subsidiaries has received any notice of any pending or threatened foreclosure proceedings against any landlord entity with respect to the Leased Real Property that could adversely impact the rights of the Company or any of its Subsidiaries as tenant to continue possession of the Leased Real Property. (cf) Except as set forth in Schedule 4.16(c3.4(f), the current zoning and other similar regulations applicable to the Real Property permits the operator of such property to use such property for the Buyer's intended use thereof in all material respects, provided that such use is substantially similar to Seller's use thereof. Except as set forth in Schedule 3.4(f), Seller has not made any application for a rezoning of any Real Property. To Seller's knowledge, there is no proposed or pending change to any zoning regulations materially affecting any of the Real Properties. (g) sets Except as set forth a list of in Schedule 3.4(g), all personal property (utilities, including equipment) without limitation, potable water, sewer, gas, electric, telephone, and other public utilities and all storm water drainage required by law or necessary for the conduct operation of the Real Property, (i) either enter such properties through open public streets adjoining them, or, if they pass through adjoining private land, do so in accordance with valid public or private easements or rights of way which will inure to the benefit of Buyer the failure of which would not, individually or in the aggregate, have an Adverse Effect, (ii) are installed, connected, operating and adequate, in all material respects, for the operation of the Business as it has been previously conducted by Seller, with all installation and connection charges paid in full, including, without limitation, connection and the right to discharge sanitary waste into the collector system of the appropriate sewer utility, and (iii) are adequate (in both quality and quantity) to service, in all material respects, the Real Properties for their respective use in the Business as presently conducted thereon; (h) Each Real Property is located along one or as proposed more dedicated public streets or has access thereto and all curb-cut and street-opening permits or licenses required for vehicular access to be conducted that is owned and from such properties to any adjoining public street or leased by Company or to any of its Subsidiaries and indicates whether each item of personal property is owned or leased. The assets owned or leased by the Company or any of its Subsidiaries (including, real, personal, tangible, and intangible property), or that they otherwise have or will have the right to use (including, real, personal, tangible, and intangible property), constitute all of the assets held for use or used parking spaces utilized in connection with the Businessthem have been obtained and paid for, are in good working condition full force and effect and shall inure to the benefit of Buyer, in each case, the failure of which would not, individually or in the aggregate, have an Adverse Effect. (reasonable wear i) The improvements located on the Real Property, including the roof, structure, soil, elevators, walls, heating, ventilation, air conditioning, plumbing, electrical, drainage, fire alarm, communications, security and tear excepted) exhaust systems and their component parts, or other improvements on or forming a part of such properties, are sufficient to conduct adequate in all material respects for the business operation of the Company Business as it has been previously conducted by Seller. Seller has not received any notification of and there are no outstanding or incomplete work orders in respect of any of its Subsidiaries as presently conducted the buildings, improvements or as proposed to be conductedother structures constructed on the Real Properties or of any current non-compliance with applicable statutes and regulations or building and zoning laws and regulations which, individually or in the aggregate, would have an Adverse Effect.

Properties; Sufficiency of Assets. (a) The Company and each of its Subsidiaries have good and indefeasible title to, or in the case of leased or licensed property valid leasehold or licensed interests in, all property and assets (whether real or personal, tangible or intangible) reflected on the Balance Sheet or acquired after the Balance Sheet Date, except properties and assets, or interests in properties or assets, sold or otherwise disposed of since the Balance Sheet Date in the Ordinary Course. None of such property or assets is subject to any Liens, except for Permitted Liens. (b) Neither the Company nor any of its Subsidiaries owns or has never owned any Company Real Property. Schedule 4.16(b3.19(a) sets forth a list of all Company real property and improvements owned, leased, used, operated, or occupied (whether for storage, disposal, or otherwise) by the Seller and/or the Parent (“Seller Real Property”), including real property all Seller Real Property presently leased or otherwise used by the Company Seller or any of its Subsidiaries for which the Seller holds a possessory interest (the “Leased Real Property”) and all Seller Real Property presently owned by the Seller and/or the Parent (“Owned Real Property”). (b) Except as set forth on Schedule 3.19(b), the Parent owns good and marketable title to the Owned Real Property which, as of the Closing, will be free and clear of any Encumbrance other than Permitted Encumbrances. True and complete copies of (A) all deeds, existing title insurance policies and surveys of or pertaining to the Owned Real Property and (B) all instruments, agreements and other documents evidencing, creating or constituting any Encumbrance on Owned Real Property have been delivered to the Purchaser. (c) All leases of the Leased Real Property are valid, binding, and enforceable against the Seller and each other party thereto in accordance with their respective terms (subject to terms, the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunction relief and other equitable remedies) and the Company or such Subsidiary Seller is a tenant or possessor in good standing thereunder thereunder, and all rents currently due under such leases have been paid. There does not exist under any such lease any default or, to the knowledge of the Company, or any event which with notice or lapse of time, time or both, both would reasonably be expected to constitute a default under the leases with respect by Seller, or to the Leased Real Property. Seller Parties’ knowledge, by any other person. (d) The Company and each of its Subsidiaries are each Seller is in peaceful and undisturbed possession of the space and/or estate under each of their respective leases to which it is a tenant Seller Real Property and has good and valid rights of ingress and egress to and egress from all such Leased Seller Real Property and to the public street systems for all usual street, road, road and utility purposes. None No Shareholder or Affiliate of the Company, any of its Subsidiaries nor any of their Affiliates a Shareholder is a landlord under any lease relating to Leased Real Property. None of the Company or any of its Subsidiaries The Seller has received any notice of any violation with respect to any applicable Law relating to or affecting the Leased Real Property. None of the Company or any of its Subsidiaries has not received any notice of any appropriation, condemnation, or like proceeding, or of any violation of any applicable zoning Law or Order relating to or affecting the Leased Seller Real Property, and to the knowledge of the CompanySeller Parties’ knowledge, no such proceeding has been threatened or commenced. None The Owned Real Property (including, without limitation, all water, sewer, gas, electrical, HVAC systems and other utilities servicing the same) is in good repair and operating condition in all material respects in light of the age and use thereof, ordinary wear and tear excepted, and constitutes all real property, buildings and other improvements necessary for the Seller to conduct the business as currently conducted. To the Seller Parties’ knowledge, no person or improvement is encroaching upon any of the Seller Real Property, and none of the activities of the Seller on the Company Real Property or any of its Subsidiaries has received any notice the improvements thereon are encroaching upon the property of any pending others or threatened foreclosure proceedings against any landlord entity with respect to the Leased Real Property that could adversely impact the rights easements or rights-of-way in favor of the Company or any of its Subsidiaries as tenant to continue possession of the Leased Real Propertyothers. (ce) Schedule 4.16(c3.19(e)(i) sets forth a list of all personal property (including equipment) necessary for the conduct of the Business as presently conducted or as proposed to be conducted that is owned or leased by Company or any the Seller and was originally purchased by the Seller at a cost of its Subsidiaries more the $1000, and indicates whether each such item of personal property is owned or leased. The Except as set forth on Schedule 3.19(e)(ii), the Seller has good and marketable title to all of its properties and assets in each case free and clear of all Encumbrances except for Permitted Encumbrances. All machinery and equipment owned or leased by the Company or any of its Subsidiaries (including, real, personal, tangible, and intangible property), or that they otherwise have or will have the right to use (including, real, personal, tangible, and intangible property), constitute all of the assets held for use or used in connection with the Business, are Seller is in good working operating condition (reasonable and state of repair, subject only to ordinary wear and tear excepted) and are sufficient which is not such as to conduct materially affect adversely the business operation of the Company or any of its Subsidiaries Business as presently conducted or as proposed to be conducted.

Properties; Sufficiency of Assets. (a) The Except as disclosed in SCHEDULE 6.1.15 (a) and except for inventory disposed of in the Ordinary Course of Business, the Company and each of its Subsidiaries have has good and indefeasible title to, or in the case of leased or licensed property has valid leasehold or licensed interests in, all property and assets (whether real or personal, tangible or intangible) reflected on in the June 1998 Balance Sheet or acquired after the Balance Sheet Date, except properties and assets, or interests in properties or assets, sold or otherwise disposed of since the Balance Sheet Date in the Ordinary Course. None of such property or assets is subject to any Liens, except for (i) Liens disclosed in the June 1998 Balance Sheet; (ii) Liens for Taxes not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on the June 1998 Balance Sheet); (iii) Permitted Liens.Liens and (iv) regarding the Premises (as defined in SCHEDULE 6.1.15(b)), the Permitted Exceptions (as defined in EXHIBIT D-4 attached hereto) (b) Neither the Company nor any of its Subsidiaries owns or has never owned any Company Real Property. Schedule 4.16(bSCHEDULE 6.1.15 (b) sets forth a list of all Company Real Property, including real property assets owned or leased or otherwise used by the Company or any of its Subsidiaries (the “Leased Real Property”"REAL PROPERTY"). All such leases of real property are valid and binding agreements of the Leased Real Property Company, have been duly executed and delivered by the parties thereto and, to Seller's knowledge, are validin full force and effect, binding, and enforceable in accordance with except to the extent that their respective terms (enforceability may be subject to the effectapplicable bankruptcy, if anyinsolvency, of (i) applicable bankruptcy reorganization, moratorium and other similar laws affecting the enforcement of creditors' rights of creditors generally and (ii) rules of law governing specific performance, injunction relief and other or by general equitable remedies) and the principles. The Company or such Subsidiary is a tenant or possessor in good standing thereunder under all such leases of real property and all rents due under such leases have been paid. There does not exist under any such lease any default or, to the knowledge of the Company, or any event which with notice or lapse of timetime or both would constitute a default, or both, would except for such defaults that have not and could not reasonably be expected to constitute have, individually or in the aggregate, a default under the leases with respect to the Leased Real PropertyMaterial Adverse Effect. The Company and each of its Subsidiaries are each in peaceful and undisturbed possession of the space and/or estate under each of their respective leases to which it is a tenant and has good and valid rights of ingress to and egress from all such Leased Real Property and to the public street systems for all usual street, road, and utility purposes. None of the Company, any of its Subsidiaries nor any of their Affiliates is a landlord under any lease relating to Leased Real Property. None of the Company or any of its Subsidiaries has not received any notice of any violation with respect to any applicable Law relating to or affecting the Leased Real Property. None of the Company or any of its Subsidiaries has received any written notice of any appropriation, condemnation, condemnation or like proceeding, or of any violation of any applicable zoning Law or Order relating to or affecting the Leased Real Property, and to the knowledge of the Company's knowledge, no such proceeding has been threatened or commenced. None of the Company or any of its Subsidiaries has received any notice of any pending or threatened foreclosure proceedings against any landlord entity with respect to the Leased Real Property that could adversely impact the rights of the Company or any of its Subsidiaries as tenant to continue possession of the Leased Real Property. (c) Schedule 4.16(c) sets forth a list of all personal property (including equipment) necessary for the conduct of the Business as presently conducted or as proposed to be conducted that is owned or leased by Company or any of its Subsidiaries and indicates whether each item of personal property is owned or leased. The assets owned or leased by the Company or any of its Subsidiaries (including, real, personal, tangible, tangible and intangible property), or that they which it otherwise have or will have has the right to use (including, real, personal, tangible, tangible and intangible property), constitute all of the assets held for use or used in connection with the Business, business of the Company and are generally in good working operating condition and repair (reasonable normal wear and tear excepted) and are sufficient adequate to conduct the business of the Company or any of its Subsidiaries such businesses as presently conducted or as proposed to be currently conducted.

Properties; Sufficiency of Assets. (a) The Company and each Except for inventory disposed of its Subsidiaries have in the Ordinary Course of Business of LTC, LTC has good and indefeasible title to, or in the case of leased or licensed property has valid leasehold or licensed interests in, all the property and assets of LTC (whether real or personal, tangible or intangible) reflected on in the Balance Sheet LTC Public Documents or acquired after the Balance Sheet Datedate thereof, except properties free and assets, or interests in properties or assets, sold or otherwise disposed clear of since the Balance Sheet Date in the Ordinary Course. None of such property or assets is subject to any all Liens, except for Permitted LiensLiens and Liens disclosed in Schedule 5.15(a). (b) Neither the Company nor any of its Subsidiaries owns or has never owned any Company Real Property. Schedule 4.16(b5.15(b) sets forth a list of all Company real property assets owned or leased ("Real Property, including real property leased or otherwise used ") by the Company or any of its Subsidiaries (the “Leased Real Property”). LTC All such leases of the Leased Real Property are validvalid and binding agreements of LTC and, bindingto the knowledge of LTC, and each other party thereto, enforceable in accordance with their respective terms (terms, except to the extent that their enforceability may be subject to the effectapplicable bankruptcy, if anyinsolvency, of (i) applicable bankruptcy reorganization, moratorium and other similar laws affecting the enforcement of creditors' rights of creditors generally and (ii) rules of law governing specific performance, injunction relief and other by general equitable remedies) and the Company or such Subsidiary principles. LTC is a tenant or possessor in good standing thereunder and all rents due under such leases have been paid. There does not exist under any such lease any default orNeither LTC nor, to the knowledge of the CompanyLTC, any event which other party to any such lease is in default or breach (with or without due notice or lapse of timetime or both) in any material respect under the terms of any such lease. To the knowledge of LTC, there is no event, occurrence, condition or act which, with the giving of notice or the passage of time or both, would or the happening of any other event or condition, could reasonably be expected to constitute become a material default or event of default under the leases with respect to the Leased Real Propertyany such lease. The Company and each of its Subsidiaries are each LTC is in peaceful and undisturbed possession of the space and/or estate under each lease of their respective leases to which it is a tenant and has good and valid rights of ingress and egress to and egress from all such Leased the Real Property from and to the public street systems for all usual street, road, road and utility purposes. None of the Company, any of its Subsidiaries nor any of their Affiliates is a landlord under any lease relating to Leased Real Property. None of the Company or any of its Subsidiaries LTC has received any notice of any violation with respect to any applicable Law relating to or affecting the Leased Real Property. None of the Company or any of its Subsidiaries has not received any notice of any appropriation, condemnation, condemnation or like proceeding, or of any violation of any applicable zoning Law or Order relating to or affecting the Leased Real Property, and to the knowledge of the CompanyLTC's knowledge, no such proceeding has been threatened or commenced. None of the Company or any of its Subsidiaries has received any notice of any pending or threatened foreclosure proceedings against any landlord entity with respect to the Leased Real Property that could adversely impact the rights of the Company or any of its Subsidiaries as tenant to continue possession of the Leased Real Property. (c) Schedule 4.16(c) sets forth a list of all The tangible personal property of LTC has been maintained by LTC since January 1, 1997 in all material respects in good repair and operating condition in accordance with LTC's general maintenance policies (including equipmentnormal wear and tear excepted). (d) necessary for the conduct of the Business as presently conducted or as proposed to be conducted that is owned or leased by Company or any of its Subsidiaries and indicates whether each item of personal property is owned or leased. The assets owned or leased by the Company or any of its Subsidiaries (including, real, personal, tangible, and intangible property), or that they otherwise have or will have the right to use (including, real, personal, tangible, and intangible property), LTC constitute all of the assets used or held for use or used in connection with the Business, are in good working condition (reasonable wear and tear excepted) Business and are sufficient adequate to conduct the business of the Company or any of its Subsidiaries Business as presently conducted or as proposed to be currently conducted.

Properties; Sufficiency of Assets. (a) The Company and each Except for inventory disposed of its Subsidiaries have in the Ordinary Course of Business of PLL, PLL has good and indefeasible title to, to or in the case of leased or licensed property has valid leasehold or licensed interests in, all in the property and assets (whether real or personal, tangible or intangible) reflected on in the Balance Sheet PLL Audited Financials or acquired after the Balance Sheet Datedate thereof, except properties free and assets, or interests in properties or assets, sold or otherwise disposed clear of since the Balance Sheet Date in the Ordinary Course. None of such property or assets is subject to any all Liens, except for Permitted LiensLiens and Liens disclosed in Schedule 6.15(a). (b) Neither the Company nor any of its Subsidiaries owns or has never owned any Company Real Property. Schedule 4.16(b6.15(b) sets forth a list of all Company Real Property, including real property Property owned or leased or otherwise used by the Company or any of its Subsidiaries (the “Leased Real Property”)PLL. All such leases of the Leased PLL Real Property are validvalid and binding agreements of PLL and, bindingto the knowledge of PLL, and each other party thereto, enforceable in accordance with their respective terms (terms, except to the extent that their enforceability may be subject to the effectapplicable bankruptcy, if anyinsolvency, of (i) applicable bankruptcy reorganization, moratorium and other similar laws affecting the enforcement of creditors' 40 rights of creditors generally and (ii) rules of law governing specific performance, injunction relief and other by general equitable remedies) and the Company or such Subsidiary principles. PLL is a tenant or possessor in good standing thereunder and all rents due under such leases have been paid. There does not exist under any such lease any default orNeither PLL nor, to the knowledge of the CompanyPLL, any event which other party to any such lease is in default or breach (with or without due notice or lapse of timetime or both) in any material respect under the terms of any such lease. To the knowledge of PLL, there is no event, occurrence, condition or act which, with the giving of notice or the passage of time or both, would or the happening of any other event or condition, could reasonably be expected to constitute become a material default or event of default under the leases with respect to the Leased Real Propertyany such lease. The Company and each of its Subsidiaries are each PLL is in peaceful and undisturbed possession of the space and/or estate under each lease of their respective leases to which it is a tenant and has good and valid rights of ingress and egress to and egress from all such Leased the Real Property from and to the public street systems for all usual street, road, road and utility purposes. None of the Company, any of its Subsidiaries nor any of their Affiliates is a landlord under any lease relating to Leased Real Property. None of the Company or any of its Subsidiaries PLL has received any notice of any violation with respect to any applicable Law relating to or affecting the Leased Real Property. None of the Company or any of its Subsidiaries has not received any notice of any appropriation, condemnation, condemnation or like proceeding, or of any violation of any applicable zoning Law or Order relating to or affecting the Leased Real Property, and to the knowledge of the CompanyPLL's knowledge, no such proceeding has been threatened or commenced. None of the Company or any of its Subsidiaries has received any notice of any pending or threatened foreclosure proceedings against any landlord entity with respect to the Leased Real Property that could adversely impact the rights of the Company or any of its Subsidiaries as tenant to continue possession of the Leased Real Property. (c) Schedule 4.16(c) sets forth a list of all personal property (including equipment) necessary for the conduct of the Business as presently conducted or as proposed to be conducted that is owned or leased by Company or any of its Subsidiaries and indicates whether each item of personal property is owned or leased. The assets owned or leased by the Company or any of its Subsidiaries (including, real, personal, tangible, and intangible property), or that they otherwise have or will have the right to use (including, real, personal, tangible, and intangible property), constitute all of the assets held for use or used in connection with the Business, PLL are in good working condition (reasonable wear and tear excepted) and are sufficient adequate to conduct the business of the Company or any of its Subsidiaries PLL as presently conducted or as proposed to be currently conducted.

Properties; Sufficiency of Assets. (a) The Company and each Except for inventory disposed of its Subsidiaries have in the Ordinary Course of Business of PLL, PLL has good and indefeasible title to, to or in the case of leased or licensed property has valid leasehold or licensed interests in, all in the property and assets (whether real or personal, tangible or intangible) reflected on in the Balance Sheet PLL Audited Financials or acquired after the Balance Sheet Datedate thereof, except properties free and assets, or interests in properties or assets, sold or otherwise disposed clear of since the Balance Sheet Date in the Ordinary Course. None of such property or assets is subject to any all Liens, except for Permitted LiensLiens and Liens disclosed in Schedule 6.15(a). (b) Neither the Company nor any of its Subsidiaries owns or has never owned any Company Real Property. Schedule 4.16(b6.15(b) sets forth a list of all Company Real Property, including real property Property owned or leased or otherwise used by the Company or any of its Subsidiaries (the “Leased Real Property”)PLL. All such leases of the Leased PLL Real Property are validvalid and binding agreements of PLL and, bindingto the knowledge of PLL, and each other party thereto, enforceable in accordance with their respective terms (terms, except to the extent that their enforceability may be subject to the effectapplicable bankruptcy, if anyinsolvency, of (i) applicable bankruptcy reorganization, moratorium and other similar laws affecting the enforcement of creditors' rights of creditors generally and (ii) rules of law governing specific performance, injunction relief and other by general equitable remedies) and the Company or such Subsidiary principles. PLL is a tenant or possessor in good standing thereunder and all rents due under such leases have been paid. There does not exist under any such lease any default orNeither PLL nor, to the knowledge of the CompanyPLL, any event which other party to any such lease is in default or breach (with or without due notice or lapse of timetime or both) in any material respect under the terms of any such lease. To the knowledge of PLL, there is no event, occurrence, condition or act which, with the giving of notice or the passage of time or both, would or the happening of any other event or condition, could reasonably be expected to constitute become a material default or event of default under the leases with respect to the Leased Real Propertyany such lease. The Company and each of its Subsidiaries are each PLL is in peaceful and undisturbed possession of the space and/or estate under each lease of their respective leases to which it is a tenant and has good and valid rights of ingress and egress to and egress from all such Leased the Real Property from and to the public street systems for all usual street, road, road and utility purposes. None of the Company, any of its Subsidiaries nor any of their Affiliates is a landlord under any lease relating to Leased Real Property. None of the Company or any of its Subsidiaries PLL has received any notice of any violation with respect to any applicable Law relating to or affecting the Leased Real Property. None of the Company or any of its Subsidiaries has not received any notice of any appropriation, condemnation, condemnation or like proceeding, or of any violation of any applicable zoning Law or Order relating to or affecting the Leased Real Property, and to the knowledge of the CompanyPLL's knowledge, no such proceeding has been threatened or commenced. None of the Company or any of its Subsidiaries has received any notice of any pending or threatened foreclosure proceedings against any landlord entity with respect to the Leased Real Property that could adversely impact the rights of the Company or any of its Subsidiaries as tenant to continue possession of the Leased Real Property. (c) Schedule 4.16(c) sets forth a list of all personal property (including equipment) necessary for the conduct of the Business as presently conducted or as proposed to be conducted that is owned or leased by Company or any of its Subsidiaries and indicates whether each item of personal property is owned or leased. The assets owned or leased by the Company or any of its Subsidiaries (including, real, personal, tangible, and intangible property), or that they otherwise have or will have the right to use (including, real, personal, tangible, and intangible property), constitute all of the assets held for use or used in connection with the Business, PLL are in good working condition (reasonable wear and tear excepted) and are sufficient adequate to conduct the business of the Company or any of its Subsidiaries PLL as presently conducted or as proposed to be currently conducted.

Properties; Sufficiency of Assets. (a) The Except as disclosed in SCHEDULE 3. (a) and except for inventory disposed of in the ordinary course of business, the Company and each of its Subsidiaries have has good and indefeasible title to, or in the case of leased or licensed property has valid leasehold or licensed interests in, all property and assets (whether real or personal, tangible or intangible) reflected on in the Reviewed Balance Sheet or acquired after the Balance Sheet Date, except properties and assets, or interests in properties or assets, sold or otherwise disposed of since the Balance Sheet Date in the Ordinary Course. None of such property or assets is subject to any Liens, except for (i) Liens disclosed in the Reviewed Balance Sheet; (ii) Liens for Taxes not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on the Reviewed Balance Sheet); and (iii) Permitted Liens. (b) Neither the Company nor any of its Subsidiaries owns or has never owned any Company Real Property. Schedule 4.16(bSCHEDULE 3.1.16(b) sets forth a list of all Company Real Property, including real property assets owned or leased or otherwise used by the Company or any of its Subsidiaries (the “Leased Real Property”"REAL PROPERTY"). All leases Each such lease of real property is a valid and binding obligation of the Leased Real Property are valid, bindingCompany, and enforceable is in accordance with their respective terms (full force and effect, except to the extent that its enforceability may be subject to the effectapplicable bankruptcy, if anyinsolvency, of (i) applicable bankruptcy reorganization, moratorium and other similar laws affecting the enforcement of creditors' rights of creditors generally and (ii) rules of law governing specific performanceby general equitable principles, injunction relief and other equitable remedies) and the Company or such Subsidiary is a tenant or possessor in good standing thereunder and all rents due under such leases have been paid. There does not exist under any such lease any default or, to the knowledge of the Company, or any event which with notice or lapse of timetime or both would constitute a default, or both, would except for such defaults that have not and could not reasonably be expected to constitute have, individually or in the aggregate, a default under the leases with respect to the Leased Real PropertyMaterial Adverse Effect. The Company and each of its Subsidiaries are each is in peaceful and undisturbed possession of the space and/or estate under each lease of their respective leases to which it is a tenant and and, to the knowledge of the Company or any Stockholder, has good and valid rights of ingress and egress to and egress from all such Leased the Real Property from and to the public street systems for all usual street, road, road and utility purposes. None of Neither the Company, any of its Subsidiaries Company nor any of their Affiliates is a landlord under any lease relating to Leased Real Property. None of the Company or any of its Subsidiaries has received any notice of any violation with respect to any applicable Law relating to or affecting the Leased Real Property. None of the Company or any of its Subsidiaries Stockholder has received any notice of any appropriation, condemnation, condemnation or like proceeding, or of any violation of any applicable zoning Law or Order relating to or affecting the Leased Real Property, and to the knowledge of the Company's and each Stockholder's knowledge, no such proceeding has been threatened or commenced. None . (c) Except as disclosed in SCHEDULE 3.1.16(c), to the knowledge of the Company or any of its Subsidiaries has received any notice of any pending or threatened foreclosure proceedings against any landlord entity with respect to Stockholder, the Leased Real Property that could adversely impact the rights of the Company or any of its Subsidiaries as tenant to continue possession of the Leased Real Property. (c) Schedule 4.16(c) sets forth a list of all personal property (including equipment) necessary for the conduct of the Business as presently conducted or as proposed to be conducted that is owned or leased by Company or any of its Subsidiaries and indicates whether each item of personal property is owned or leased. The assets owned or leased by the Company or any of its Subsidiaries (including, real, personal, tangible, tangible and intangible property), or that which they otherwise have or will have the right to use (including, real, personal, tangible, tangible and intangible property), constitute all of the assets held for use or used in connection with the Business, businesses of the Company and are generally in good working operating condition and repair (reasonable normal wear and tear excepted) and are sufficient adequate to conduct the business of the Company or any of its Subsidiaries such businesses as presently conducted or as proposed to be currently conducted.

Properties; Sufficiency of Assets. (a) The Company and each Except for inventory disposed of its Subsidiaries have in the Ordinary Course of Business of LTC, LTC has good and indefeasible title to, or in the case of leased or licensed property has valid leasehold or licensed interests in, all the property and assets of LTC (whether real or personal, tangible or intangible) reflected on in the Balance Sheet LTC Public Documents or acquired after the Balance Sheet Datedate thereof, except properties free and assets, or interests in properties or assets, sold or otherwise disposed clear of since the Balance Sheet Date in the Ordinary Course. None of such property or assets is subject to any all Liens, except for Permitted LiensLiens and Liens disclosed in Schedule 5.15(a). (b) Neither the Company nor any of its Subsidiaries owns or has never owned any Company Real Property. Schedule 4.16(b5.15(b) sets forth a list of all Company real property assets owned or leased ("Real Property, including real property leased or otherwise used ") by the Company or any of its Subsidiaries (the “Leased Real Property”). LTC All such leases of the Leased Real Property are validvalid and binding agreements of LTC and, bindingto the knowledge of LTC, and each other party thereto, enforceable in accordance with their respective terms (terms, except to the extent that their enforceability may be subject to the effectapplicable bankruptcy, if anyinsolvency, of (i) applicable bankruptcy reorganization, moratorium and other similar laws affecting the enforcement 29 of creditors' rights of creditors generally and (ii) rules of law governing specific performance, injunction relief and other by general equitable remedies) and the Company or such Subsidiary principles. LTC is a tenant or possessor in good standing thereunder and all rents due under such leases have been paid. There does not exist under any such lease any default orNeither LTC nor, to the knowledge of the CompanyLTC, any event which other party to any such lease is in default or breach (with or without due notice or lapse of timetime or both) in any material respect under the terms of any such lease. To the knowledge of LTC, there is no event, occurrence, condition or act which, with the giving of notice or the passage of time or both, would or the happening of any other event or condition, could reasonably be expected to constitute become a material default or event of default under the leases with respect to the Leased Real Propertyany such lease. The Company and each of its Subsidiaries are each LTC is in peaceful and undisturbed possession of the space and/or estate under each lease of their respective leases to which it is a tenant and has good and valid rights of ingress and egress to and egress from all such Leased the Real Property from and to the public street systems for all usual street, road, road and utility purposes. None of the Company, any of its Subsidiaries nor any of their Affiliates is a landlord under any lease relating to Leased Real Property. None of the Company or any of its Subsidiaries LTC has received any notice of any violation with respect to any applicable Law relating to or affecting the Leased Real Property. None of the Company or any of its Subsidiaries has not received any notice of any appropriation, condemnation, condemnation or like proceeding, or of any violation of any applicable zoning Law or Order relating to or affecting the Leased Real Property, and to the knowledge of the CompanyLTC's knowledge, no such proceeding has been threatened or commenced. None of the Company or any of its Subsidiaries has received any notice of any pending or threatened foreclosure proceedings against any landlord entity with respect to the Leased Real Property that could adversely impact the rights of the Company or any of its Subsidiaries as tenant to continue possession of the Leased Real Property. (c) Schedule 4.16(c) sets forth a list of all The tangible personal property of LTC has been maintained by LTC since January 1, 1997 in all material respects in good repair and operating condition in accordance with LTC's general maintenance policies (including equipmentnormal wear and tear excepted). (d) necessary for the conduct of the Business as presently conducted or as proposed to be conducted that is owned or leased by Company or any of its Subsidiaries and indicates whether each item of personal property is owned or leased. The assets owned or leased by the Company or any of its Subsidiaries (including, real, personal, tangible, and intangible property), or that they otherwise have or will have the right to use (including, real, personal, tangible, and intangible property), LTC constitute all of the assets used or held for use or used in connection with the Business, are in good working condition (reasonable wear and tear excepted) Business and are sufficient adequate to conduct the business of the Company or any of its Subsidiaries Business as presently conducted or as proposed to be currently conducted.

Properties; Sufficiency of Assets. (a) The Except as disclosed in SCHEDULE 3. (a) and except for inventory disposed of in the ordinary course of business, the Company and each of its Subsidiaries have good and indefeasible title to, or in the case of leased or licensed property have valid leasehold or licensed interests in, all property and assets (whether real or personal, tangible or intangible) reflected on in the Audited Balance Sheet or acquired after the Balance Sheet Date, except properties and assets, or interests in properties or assets, sold or otherwise disposed of since including the Balance Sheet Date in the Ordinary CourseNew Capital Equipment. None of such property or assets is subject to any Liens, except for (i) Liens disclosed in the Audited Balance Sheet; (ii) Liens for Taxes not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on the Audited Balance Sheet); (iii) and Permitted Liens. (b) Neither the Company nor any of its Subsidiaries owns or has never owned any Company Real Property. Schedule 4.16(bSCHEDULE 3.1.16(b) sets forth a list of all Company Real Property, including real property assets owned or leased or otherwise used by the Company or any of and its Subsidiaries (the “Leased Real Property”"REAL PROPERTY"). All such leases of the Leased Real Property real property are valid, binding, binding and enforceable in accordance with their respective terms (subject to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunction relief and other equitable remedies) and the Company or such Subsidiary and its Subsidiaries is a tenant or possessor in good standing thereunder and all rents due under such leases have been paid. There does not exist under any such lease any default or, to the knowledge of the Company, or any event which with notice or lapse of timetime or both would constitute a default, or both, would except for such defaults that have not and could not reasonably be expected to constitute have, individually or in the aggregate, a default under the leases with respect to the Leased Real PropertyMaterial Adverse Effect. The Company and each of its Subsidiaries are each in peaceful and undisturbed possession of the space and/or estate under each lease of their respective leases to which it is they are a tenant and has have good and valid rights of ingress and egress to and egress from all such Leased the Real Property from and to the public street systems for all usual street, road, road and utility purposes. None of Neither the Company, any of its Subsidiaries Subsidiary nor any of their Affiliates is a landlord under any lease relating to Leased Real Property. None of the Company or any of its Subsidiaries has received any notice of any violation with respect to any applicable Law relating to or affecting the Leased Real Property. None of the Company or any of its Subsidiaries Principal Stockholder has received any notice of any appropriation, condemnation, condemnation or like proceeding, or of any violation of any applicable zoning Law or Order relating to or affecting the Leased Real Property, and to the knowledge of Company's, each Subsidiary's and the CompanyPrincipal Stockholder's knowledge, no such proceeding has been threatened or commenced. None of the Company or any of its Subsidiaries has received any notice of any pending or threatened foreclosure proceedings against any landlord entity with respect to the Leased Real Property that could adversely impact the rights of the Company or any of its Subsidiaries as tenant to continue possession of the Leased Real Property. (c) Schedule 4.16(c) sets forth a list of all personal property (including equipment) necessary for the conduct of the Business as presently conducted or as proposed to be conducted that is owned or leased by Company or any of its Subsidiaries and indicates whether each item of personal property is owned or leased. The assets owned or leased by the Company or any of its Subsidiaries Subsidiary (including, real, personal, tangible, tangible and intangible property), or that which they otherwise have or will have the right to use (including, real, personal, tangible, tangible and intangible property), constitute all of the assets held for use or used in connection with the Businessbusinesses of the Company and its Subsidiaries and are, are generally in good working operating condition and repair (reasonable normal wear and tear excepted) and are sufficient adequate to conduct the business of the Company or any of its Subsidiaries such businesses as presently conducted or as proposed to be currently conducted.