Common use of Property, Plant and Equipment Clause in Contracts

Property, Plant and Equipment. (a) The Seller owns no real property . (b) Schedule 3.14(b) lists all real property leased or subleased to ---------------- Sellers which is used to conduct the Company's business. The Company has delivered to the Buyer complete copies of the leases and subleases listed in Schedule 3.14(b) (as amended to date) which such leases and subleases ---------------- have not been amended or modified since the date thereof. With respect to each lease and sublease listed in Schedule 3.14(b): ---------------- (i) the lease or sublease is legal, valid, binding, enforceable, and in full force and effect; (ii) subject to obtaining necessary consents as disclosed on Schedule 3.28, the lease or sublease will continue to be legal, ------------- valid, binding, enforceable, and in full force and effect on substantially identical terms following the consummation of the Transactions (including the assignments and assumptions referred to in Section 2 above); (iii) the Company is not and, to the Seller's Knowledge, no other party to the lease or sublease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold; (v) all facilities leased or subleased thereunder have received all approvals of Governmental Authorities (including licenses and permits) required in connection with the operation thereof and have been operated and maintained in accordance in all material respects with all Legal Requirements as in effect on or prior to the Closing Date; and (vi) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities.

Property, Plant and Equipment. (a) The Seller owns no Part 3.29(a) of the Disclosure Letter lists the common street address for and legally describes all real property that any of the Sellers and their Subsidiaries owns (together with all buildings, improvements, fixtures and appurtenances located thereon and all rights and privileges which are appurtenant thereto, the "Real Property"). Except as set forth in Part 3.29 of the Disclosure Letter, with respect to each such parcel of the Real Property: (i) Boulevard Bank National Association, a national banking association, as trustee (the "Trustee") under trust agreement dated December 21, 1993 and known as trust number 9757 (the "Trust"), is the sole holder of record fee simple title to the Real Property and Haymarket is the owner of 100% of the beneficial interest in the Trust. The Trust has good and marketable title to the Real Property, free and clear of any Encumbrance, easement, covenant, or other restriction, except for installments of general taxes and special assessments not yet delinquent and recorded easements, covenants, and other restrictions which do not impair the current use, occupancy, or value, or the marketability of title, of the property subject thereto; (ii) there are no pending or threatened condemnation proceedings, lawsuits, or administrative actions relating to the Real Property or other matters adversely affecting, or which would adversely affect the current use, occupancy, or value thereof; (iii) the legal description for the land comprising a part of the Real Property (the "Land") contained in Part 3.29 of the Disclosure Letter and in the deed to be delivered pursuant to this Agreement describes the Land fully and accurately. The survey attached hereto as Exhibit H, which geographically depicts the Land, is accurate. The buildings and improvements comprising a part of the Real Property are located within the boundary lines of the Land, are not in violation of applicable setback requirements, zoning laws, and ordinances (and none of the properties or buildings or improvements thereon are subject to "permitted non-conforming use," "permitted non-conforming structure" or other similar classifications), and do not encroach on any easement which may burden the Land, and the Land does not serve any adjoining property for any purpose inconsistent with the current use of the Land, and the Real Property is not located within any flood plain or subject to any similar type restriction for which any Governmental Authorization necessary to the use thereof has not been obtained; (iv) all facilities comprising a part of the Real Property have received all final, non-appealable and unconditional approvals of Governmental Bodies (including Governmental Authorizations) required in connection with the ownership, occupancy or operation thereof and have been operated and maintained in material accordance with applicable Legal Requirements; (v) other than leases with one or more of the Sellers, which leases shall be canceled by Sellers and all other parties thereto effective no later than Closing, there are no leases, subleases, licenses, concessions, or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of the Real Property; (vi) there are no outstanding options or rights of first refusal or offer to purchase the Real Property, or any portion thereof or interest therein; (vii) there are no parties (other than the Sellers and their Subsidiaries) in possession of the Real Property; (viii) all facilities located on the Real Property are supplied with utilities and other services necessary for the operation of such facilities, including gas, electricity, water, telephone, sanitary sewer, and storm sewer, all of which services are adequate to operate the Real Property at its current rate of production, in accordance with all applicable Legal Requirements and are provided via public roads or via permanent, irrevocable, appurtenant easements benefiting the Real Property; and (ix) the eastern boundary line of the Real Property is contiguous to, and the Real Property has direct vehicular access to, a public road, or has access to a public road, and access to the Real Property is provided by paved public right-of-way with adequate curb cuts available. (x) neither the Sellers nor any of their Subsidiaries have received any notice that the real estate tax assessment of the Real Property made by the County Assessor has been, or is proposed to be, increased above the assessment applicable to the 1995 general real estate taxes; (xi) no permanent real estate index number assigned to the Real Property for real estate tax purposes by the County Assessor or County Collector is applicable to any property other than the Real Property and the only permanent real estate index numbers applicable to the Real Property are 15-16-000-000-0000 and 15-16-412-037-0000; (xii) no part of the Real Property is part of any area, lot, "zoning lot" or "lot of record" pursuant to any ordinances of the municipality in which the Real Property is located concerning zoning, planning, subdivision or development, any part of which area, lot, zoning lot or lot of record is not part of the Real Property; (xiii) no special taxes or assessments have been levied, assessed or imposed against any part of the Real Property and Sellers have no Knowledge of any pending or contemplated special taxes or assessments with respect to any part of the Real Property; (xiv) other than with respect to utility lines which enter the Real Property directly from a public right-of-way or through perpetual and irrevocable easements of record which are appurtenant to the Real Property, no part of the Real Property is dependent upon any other real property or any facilities located on other real property (a) for the continued use, occupancy and enjoyment of the Real Property consistent with its current use, occupancy and enjoyment, or (b) to satisfy any applicable zoning or other Legal Requirements; (xv) no buildings, structures or other improvements situated on other real property encroach on the Real Property; and (xvi) there is no fact or circumstance concerning any portion of the Real Property that (a) would be disclosed by an accurate survey of the Real Property complying with the requirements of the Survey, as set forth in Section 2.10 above, (b) is not disclosed by that certain survey of a portion of the Real Property and certain other adjacent property prepared by Gremley & Xxxxxxxxx, Inc., dated November 21, 1986, having a last revision date of December 12, 1986, and bearing order no. 863455, and (c) either (1) materially and adversely affects either the value of, or marketability of title to, the Real Property, or the Buyer's or its successors' or assigns' ability or right to occupy, use and enjoy the Real Property as it currently is being used, or (2) causes the Title Company to refuse, upon delivery to it of the Survey, to provide to Buyer or Buyer's designee, as part of the Title Policy, extended coverage over matters of survey, or the endorsements described in Section 5.1(k) below. (b) Schedule 3.14(bPart 3.29(b) of the Disclosure Letter lists and briefly describes all real property leased or subleased to ---------------- any of the Sellers which is used to conduct the Company's businessand their Subsidiaries. The Company has Sellers have delivered to the Buyer correct and complete copies of the leases and subleases listed in Schedule 3.14(b) (as amended to date) Section 3.29(b), which such leases and subleases ---------------- have not been amended or modified since the date thereof, of the Disclosure Letter. With respect to each lease and sublease listed in Schedule 3.14(b): ----------------Section 3.29(b) of the Disclosure Letter: (i) the lease or sublease is legal, valid, binding, enforceable, and in full force and effect; (ii) subject to obtaining necessary consents as disclosed on Schedule 3.28, the lease or sublease will continue to be legal, ------------- valid, binding, enforceable, and in full force and effect on substantially identical terms following the consummation of the Transactions transactions contemplated hereby (including the assignments and assumptions referred to in Section 2 above); (iii) the Company is not and, to the Seller's Knowledge, no other party to the lease or sublease is in breach or default, and no event has occurred which, with notice or lapse of time, would could constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the Company lease or sublease has not repudiated any provision thereof; (v) there are no disputes, oral agreements, or forbearance programs in effect as to the lease or sublease; (vi) with respect to each sublease, the representations and warranties set forth in subsections (i) through (v) above are true and correct with respect to the underlying lease; (vii) none of the Sellers of their Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold; (vviii) all facilities leased or subleased thereunder have received all approvals of Governmental Authorities Bodies (including licenses and permitsGovernmental Authorizations) required in connection with the operation thereof and have been operated and maintained in accordance in all material respects with all applicable Legal Requirements as in effect on or prior to the Closing DateRequirements; and (viix) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities.

Property, Plant and Equipment. (a) The Seller Neither the Company nor any of its Subsidiaries owns no any real property property. (b) Section 3.15(b) of the Disclosure Schedule 3.14(b) lists all real property leased or subleased to ---------------- Sellers which is used to conduct the Company's businessCompany or any of its Subsidiaries. The Company has delivered made available to the Buyer correct and complete copies of the leases and subleases listed in ss. 3.15(b) of the Disclosure Schedule 3.14(b) (as amended to date) which and such leases and subleases ---------------- have not been amended or modified since the date thereof. With respect to each lease and sublease listed in Schedule 3.14(b): ----------------ss. 3.15(b) of the Disclosure Schedule: (i) the lease or sublease is legal, valid, bindingbinding and enforceable against the Company, enforceableand, to the Knowledge of the Sellers and the Company, in full force and effect, except to the extent that enforceability may be limited by bankruptcy, insolvency and other similar Laws affecting the enforcement of creditors' rights generally; (ii) subject to obtaining necessary consents as disclosed on Schedule 3.28, neither the lease or sublease will continue to be legal, ------------- valid, binding, enforceable, and in full force and effect on substantially identical terms following the consummation Company nor any of the Transactions (including Company's Subsidiaries, or to the assignments and assumptions referred to in Section 2 above); (iii) Knowledge of the Company is not andor the Sellers, to the Seller's Knowledge, no any other party to the lease or sublease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iii) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company and the Sellers, any other party to the lease or sublease has repudiated any provision thereof; (iv) there are no disputes, oral or written agreements, or forbearance programs in effect as to the lease or sublease; (v) neither the Company nor any Subsidiary of the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold; (vvi) all facilities leased or subleased thereunder the Company and its Subsidiaries have received all approvals of Governmental Authorities governmental authorities (including licenses and permits) for all facilities leased or subleased by the Company required to be obtained by the Company in connection with the operation thereof and have been operated and maintained in accordance in all material respects with all Legal Requirements as in effect on or prior to of the Closing Datebusiness of the Company thereon; and (vivii) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilitiesfacilities as currently operated.

Property, Plant and Equipment. (a) The Seller owns no Section 4.16(a) of the Disclosure Schedule lists all real property .that the Buyer owns. Except as set forth in Section 4.16(a) of the Disclosure Schedule, with respect to each such parcel of owned real property: (i) the Buyer has good and marketable title to the parcel of real property, free and clear of any Lien; (ii) there are no pending or, to the Buyer's knowledge, threatened condemnation proceedings, lawsuits, or administrative actions relating to the property which would adversely affect the use, occupancy, or value thereof; (iii) each facility on such parcel has received all approvals of governmental authorities (including licenses and permits) required in connection with the ownership or operation thereof, the failure of which to obtain could have a Material Adverse Effect on the Buyer, and have been operated and maintained in all material respects in accordance with applicable laws, rules, and regulations; (iv) there are no leases, subleases, licenses, concessions, or other agreements, written or oral, granting to any party or parties the right of use or occupancy of the parcel or any portion thereof; (v) there are no outstanding options or rights of first refusal to purchase such parcel or any portion thereof or interest therein; (vi) there are no parties (other than the Buyer) in possession of such parcel; (b) Section 4.16(b) of the Disclosure Schedule 3.14(b) lists all real property leased or subleased to ---------------- Sellers which is used to conduct the Company's businessBuyer. The Company Buyer has delivered to the Buyer Principal Sellers correct and complete copies of the leases and subleases listed in Section 4.16(b) of the Disclosure Schedule 3.14(b) (as amended to date) which such leases and subleases ---------------- have not been amended or modified since the date thereof. With Except as set forth in Section 4.16(b) of the Disclosure Schedule, with respect to each lease and sublease listed in Schedule 3.14(b): ----------------therein: (i) the lease or sublease is legal, valid, binding, enforceable, and in full force and effect; (ii) subject to obtaining necessary consents as disclosed on Schedule 3.28, the lease or sublease will continue to be legal, ------------- valid, binding, enforceable, and in full force and effect on substantially materially identical terms following the consummation of the Transactions (including the assignments and assumptions referred to in Section 2 above)transactions contemplated hereby; (iii) Neither the Company is not andBuyer, nor to the Seller's Knowledge, no its Knowledge any other party to the lease or sublease sublease, is in breach or defaultdefault in any material respect, and and, to its Knowledge, no event has occurred which, with notice or lapse of time, would constitute a breach or default in any material respect, or permit termination, material modification, or acceleration thereunder; (iv) no party to the Company lease or sublease has repudiated any provision thereof; (v) there are no disputes, oral or written agreements, or forbearance program in effect as to the lease or sublease; (vi) with respect to each sublease, the representations and warranties set forth in subsections (i) through (v) above are, to the Knowledge of the Buyer, true and correct with respect to the underlying lease; (vii) the Buyer has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold;; and (vviii) all facilities leased or subleased thereunder have received all approvals of Governmental Authorities governmental authorities (including licenses and permits) required in connection with the operation thereof thereof, the failure of which to obtain could have a Material Adverse Effect on the Buyer, and have been operated and maintained in all material respects in accordance with applicable laws, rules, and regulations. (c) The buildings, real property, improvements, machinery, equipment, and other tangible assets owned by the Buyer or used by it in the conduct of its business as presently conducted are in good operating condition and repair in all material respects with all Legal Requirements as in effect on or prior to the Closing Date; and (vi) all facilities leased or subleased thereunder are supplied with utilities respects, normal wear and other services necessary for the operation of said facilitiestear excepted.

Property, Plant and Equipment. (a) The Seller owns no Company does not own and has never owned any real property property. (b) Section 2.16(b) of the Disclosure Schedule 3.14(b) lists all real property leased or subleased to ---------------- Sellers which is used to conduct the Company's business. The Company has delivered to the Buyer Acquiror correct and complete copies of the leases and subleases (the “Leased Premises”) listed in Section 2.16(b) of the Disclosure Schedule 3.14(b) (as amended to date) which such leases and subleases ---------------- have not been amended or modified since the date thereof. With respect to each lease and sublease listed in Schedule 3.14(b): ---------------- Section 2.16(b) of the Disclosure Schedule: (i) the lease or sublease is legal, valid, binding, enforceable, and in full force and effect; ; (ii) subject to obtaining necessary consents as disclosed on Schedule 3.28, the lease or sublease will continue to be legal, ------------- valid, binding, enforceable, and in full force and effect on substantially identical terms following the consummation of the Transactions (including the assignments and assumptions referred to in Section 2 above); (iii) the Company is not and, to the Seller's its Knowledge, no any other party to the lease or sublease sublease, is not in material breach or default, and no event has occurred which, with notice or lapse of time, would constitute a material breach or default or permit termination, modification, or acceleration thereunder; ; (iii) to the Knowledge of the Company, the current use of the Leased Premises by the Company and the operation of the Company’s business does not violate any instrument of record affecting such Leased Premises or any applicable Legal Requirements; (iv) there are no leases, subleases, licenses, concessions or other contracts by the Company has not assignedCompany, transferredwritten or, conveyedto the Knowledge of the Company, mortgagedoral, deeded granting to any party or parties the right of use or occupancy of any portion of the parcel of such Leased Premises except in trust, or encumbered any interest in favor of the leasehold or subleasehold; Company; and (v) all facilities leased the Company does not have any outstanding options or subleased thereunder have received all approvals rights of Governmental Authorities (including licenses and permits) required in connection with the operation first refusal to purchase such Leased Premises, or any portion thereof and have been operated and maintained in accordance in all material respects with all Legal Requirements as in effect on or prior to the Closing Date; andinterest therein. (vic) The Leased Premises (collectively, the “Real Property”) comprise all facilities leased or subleased thereunder are supplied with utilities and other services necessary for of the real property used by the Company in the operation of said facilitiesthe business of the Company.

Property, Plant and Equipment. (a) The Seller Company owns no real property and, except as set forth in Section 3.14(a) of the Disclosure Schedule, the other Sellers own no real property used in the operation of the Business. (b) Schedule Section 3.14(b) of the Disclosure Schedule lists all real property leased or subleased to ---------------- the Company or to the other Sellers which is and used to conduct in the Company's businessBusiness. The Company has delivered to the Buyer correct and complete copies of the leases and subleases listed in Schedule Section 3.14(b) (as amended to date) of the Disclosure Schedule, which such leases and subleases ---------------- have not been amended or modified since the date thereof, except as shown in Section 3.14(b) of the Disclosure Schedule. With respect to each lease and sublease listed in Schedule Section 3.14(b): ----------------) of the Disclosure Schedule: (i) the lease or sublease is legal, valid, binding, enforceable, and in full force and effect; (ii) subject to obtaining necessary consents as disclosed on Schedule 3.28, the lease or sublease will continue to be legal, ------------- valid, binding, enforceable, and in full force and effect on substantially identical terms following the consummation of the Transactions transactions contemplated hereby (including the assignments and assumptions referred to in Section 2 above); (iii) none of the Company is not andSellers, or to the Seller's their Knowledge, no any other party to the lease or sublease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) to the Company Knowledge of the Sellers, no party to the lease or sublease has not repudiated any provision thereof; (v) to the Knowledge of the Sellers, there are no disputes, oral or written agreements, or forbearance programs in effect as to the lease or sublease; (vi) none of the Sellers has assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold; (vvii) all facilities leased or subleased thereunder have received all approvals of Governmental Authorities governmental authorities (including licenses and permits) required in connection with the operation thereof and have been operated and maintained in accordance with applicable Laws, in all material respects with all Legal Requirements as in effect on or prior to the Closing Daterespects; and (viviii) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilitiesfacilities for the Business as presently conducted. (c) The Sellers own or lease all buildings, real property, improvements, machinery, equipment, and other tangible assets necessary for the conduct of the Business as presently conducted. Each such tangible asset is free from material defects (patent and latent), has been maintained in accordance with normal industry practice, is in good operating condition and repair (subject to normal wear and tear), and is suitable, adequate and sufficient for the purposes for which it presently is used.

Property, Plant and Equipment. (a) The Seller owns no Section 2.16(a)(i) of the Disclosure Schedule lists all real property that any of the Company or its Subsidiaries owns. Except as set forth in Section 2.16(a)(ii) of the Disclosure Schedule, with respect to each such parcel of owned real property (the "Owned Real Property"): (i) the Company and its Subsidiaries have good and marketable title to the parcel of real property, free and clear of any Lien; (ii) the current use of such Property and the operation of the Company's and its Subsidiaries' business does not violate any instrument of record or Contract affecting such Property or any applicable Legal Requirements; (iii) there are no pending, or to the Company's Knowledge, threatened, condemnation proceedings, lawsuits, or administrative actions relating to the property or other matters which would adversely affect the use, occupancy, or value thereof; (iv) the legal description for the parcel contained in the excerpt from the relevant land registry thereof describes such parcel fully and adequately except as disclosed on the excerpt from the relevant land registry; the buildings and improvements are located within the boundary lines of such parcels of land, are not in violation of applicable setback requirements, zoning laws, and ordinances (and none of the properties or buildings or improvements thereon are subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications), and do not encroach on any easement; and the land does not serve any adjoining property for any purpose and the property is not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained; (v) each facility on such parcel has received all material approvals of each Government or Governmental Authority (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with applicable Legal Requirements; (vi) there are no leases, subleases, licenses, concessions, or other agreements, written or oral, granting to any party or parties the right of use or occupancy of the parcel or any portion thereof; (vii) there are no outstanding options or rights of first refusal to purchase such parcel or any portion thereof or interest therein; (viii) there are no parties (other than the Company and its Subsidiaries) in possession of such parcel; (ix) each facility located on such parcel is supplied with utilities and other services necessary for the operation of such facility. (b) Section 2.16(b) of the Disclosure Schedule 3.14(b) lists all real property leased or subleased to ---------------- Sellers which is used to conduct the Company's businessCompany or any of its Subsidiaries. The Company has delivered to the Buyer Purchasers correct and complete copies of the leases and subleases (the "Leased Real Property") listed in Section 2.16(b) of the Disclosure Schedule 3.14(b) (as amended to date) which such leases and subleases ---------------- have not been amended or modified since the date thereof. With respect to each lease and sublease listed in Schedule 3.14(b): ----------------Section 2.16(b) of the Disclosure Schedule: (i) the lease or sublease is legal, valid, binding, enforceable, and in full force and effect; (ii) subject to obtaining necessary consents as disclosed on Schedule 3.28, the lease or sublease will continue to be legal, ------------- valid, binding, enforceable, and in full force and effect on substantially identical terms following the consummation of the Transactions (including the assignments and assumptions referred to in Section 2 above)transactions contemplated hereby; (iii) none of the Company is not andor any of its Subsidiaries, nor to the Seller's Knowledge, no their Knowledge any other party to the lease or sublease sublease, is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) the current use of the Leased Real Property and the operation of the Company's and its Subsidiaries' business does not violate any instrument of record or Contract affecting such Leased Premises or any applicable Legal Requirements, (v) there are no leases, subleases, licenses, concessions or other Contracts, written or oral, granting to any party or parties the right of use or occupancy of any portion of the parcel of such Leased Premises except in favor of the Company, (vi) there are no outstanding options or rights of first refusal to purchase such Leased Real Property, or any portion thereof or interest therein, (vii) there are no parties (other than the Company and its Subsidiaries) in possession of such Leased Real Property. (viii) the Company has not and, to the Knowledge of the Company, no other party to the lease or sublease has repudiated any provision thereof; (ix) there are no disputes, oral or written agreements, or forbearance programs in effect as to the lease or sublease; (x) with respect to each sublease, the representations and warranties set forth in subsections (i) through (ix) above are true and correct with respect to the underlying lease; (xi) none of the Company or its Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold; (vxii) all facilities leased or subleased thereunder located on the Leased Real Property have received all approvals of each Government or Governmental Authorities Authority (including licenses and permits) required in connection with the operation thereof and have been operated and maintained in accordance in all material respects with all applicable Legal Requirements as in effect on or prior to the Closing DateRequirements; and (vixiii) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities. (c) Except as will not have a Material Adverse Effect, all buildings, real property, improvements, machinery, equipment, and other tangible assets owned or leased by the Company or any of its Subsidiaries are free from defects (patent and latent), have been maintained in accordance with normal industry practice, are in satisfactory operating condition and repair (subject to normal wear and tear), and are suitable, adequate and sufficient for the purposes for which presently used and presently proposed to be used. (d) The Owned Real Property and the Leased Real Property (collectively, the "Real Property") comprise all of the real property used by the Company or its Subsidiaries in the operation of the business of the Company.

Property, Plant and Equipment. (a) The Seller owns no Company does not own any real property property. (b) Schedule 3.14(b3.13(b) lists and describes all real property leased or ---------------- subleased to ---------------- Sellers which is used to conduct the Company's business. The Company has delivered to the Buyer correct and complete copies of the leases and subleases listed in on Schedule 3.14(b3.13(b) (the ---------------- "Real Property Leases"). Except as amended to date) which such leases and subleases set forth on Schedule 3.13(b), with ---------------- have not been amended or modified since the date thereof. With respect to each lease and sublease of the Real Property Leases listed in on Schedule 3.14(b3.13(b): ---------------- (i) the lease or sublease is legal, valid, binding, enforceableenforceable against the Company and, to the Seller's Knowledge, against the other party thereto, subject to the effect of bankruptcy or similar insolvency laws affecting the rights of creditors generally and the potential unavailability of specific enforcement, injunctive relief and other equitable remedies, and is in full force and effect; (ii) subject upon obtaining any required consents of the landlord to obtaining necessary consents as disclosed on Schedule 3.28assignment or transfer of such lease or sublease necessitated by the transactions contemplated by this Agreement, the lease or sublease will continue to be legal, ------------- valid, binding, enforceableenforceable against the Company and, to the Seller's Knowledge, against the other party thereto, subject to the effect of bankruptcy or similar insolvency laws affecting the rights of creditors generally and the potential unavailability of specific enforcement, injunctive relief and other equitable remedies, and in full force and effect on substantially identical terms following the consummation of the Transactions (including the assignments and assumptions referred to in Section 2 above)Acquisition contemplated hereby; (iii) neither the Company is not andnor, to the Seller's KnowledgeKnowledge of the Sellers, no the other party to the lease or sublease sublease, is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunderthereof; (iv) to the Knowledge of the Sellers, no party to such lease or sublease has overtly repudiated any provision thereof; (v) The Company has not assigned, transferred, conveyed, mortgaged, deeded in trust, trust or encumbered any interest in the leasehold or subleasehold; (vvi) all facilities leased or subleased thereunder under the Real Property Leases have received all approvals of Governmental Authorities governmental authorities (including licenses and permits) required in connection with the operation thereof as conducted by the Company and have been operated and maintained in accordance with applicable laws, rules and regulations in all material respects with all Legal Requirements as in effect on or prior to the Closing Daterespects; and (vivii) all facilities leased or subleased thereunder under the Real Property Leases are supplied with utilities and other services reasonably necessary for the operation of said facilities. (c) The Company does not own, use or occupy any premises other than the Premises. (d) The Company is in physical possession and actual occupation of the whole of the Premises on an exclusive basis and no right of occupation or enjoyment has been acquired by any third party or has been granted or agreed to be granted to any third party. (e) All monies due to each lessor or sublessor under each of the Real Property Leases (whether or not reserved as rent) to which the Company is a party or by which the Company is bound have been paid and none have been commuted, waived or paid in advance of the due date for payment. (f) The Premises are not subject to the payment of any outgoings other than uniform business rates and water rates (and (in the case of leaseholds) rent (inclusive of payments of taxes, insurances and operating costs), insurance premiums, service charges and leasehold and subleasehold expenses), and all outgoings have been paid when due and none are disputed under the leases. (g) All covenants, restrictions, stipulations and other encumbrances affecting the Premises, to the extent they have been affirmatively agreed to by the Company, have been observed and performed in all material respects. (h) There are no current or existing facts or circumstances which (with or without the taking of other action) would entitle any third party to exercise a right of entry or forfeiture or to take possession or which would in any other way affect or restrict the continued possession, enjoyment or use of any of the Premises for its present purpose for the duration of the term of the applicable lease or sublease. (i) All buildings and structures comprised in the Premises are in a good state of repair and condition, reasonable wear and tear excepted.

Property, Plant and Equipment. (a) The Seller owns no Section 3.14(a) of the Disclosure Schedule lists all real property that any of the Company or its Subsidiaries owns. With respect to each such parcel of owned real property (the "Owned Real Property"): (i) the Company or its Subsidiaries have good and marketable title to the parcel of real property, free and clear of any Encumbrance, and the current use of such Owned Real Property and the operation of the Company's and its Subsidiaries' business does not violate any instrument of record or Contractual Obligation affecting such Owned Real Property or any applicable Legal Requirements except for (A) any Legal Requirements affecting building use or occupancy, or reservations of an interest in title (collectively, "Property Restrictions"), imposed or promulgated by Legal Requirements or any governmental body or authority with respect to real property, including zoning regulations, that do not materially adversely affect the current use of the property, materially detract from the value of or materially interfere with the present use of the property, (B) Encumbrances and Property Restrictions disclosed on existing title reports (in either case copies of which title reports have been delivered or made available to Purchaser and are listed in Section 3.14(a) of the Disclosure Schedule) and (C) other Encumbrances or Property Restrictions, if any, which, individually or in the aggregate, are not material in amount, do not materially detract from the value of or materially interfere with the present use of any of the Owned Real Property subject thereto or affected thereby, and do not otherwise materially impair business operations conducted by the Company and any of its Subsidiaries; (ii) there are no pending, or to the Seller's Knowledge, threatened, condemnation proceedings, lawsuits, or administrative actions relating to the Owned Real Property or other matters which would adversely affect the use, occupancy, or value thereof; and (iii) the buildings and improvements on the Owned Real Property are located within the boundary lines of such parcels of land, are not in violation of applicable setback requirements, zoning laws, and ordinances (and none of the properties or buildings or improvements thereon are subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications), and do not encroach on any easement. (b) Schedule Section 3.14(b) of the Disclosure Schedule lists all real property leased or subleased to ---------------- Sellers which is used to conduct the Company's businessCompany or any of its Subsidiaries (the "Leased Real Property"). The Company has delivered to the Buyer Purchaser correct and complete copies of the leases and subleases (the "Leases") listed in Schedule Section 3.14(b) of the Disclosure Schedule (as amended to date) which such leases and subleases ---------------- Leases have not been amended or modified since the date thereof. With respect to each lease and sublease listed in Schedule 3.14(b): ---------------- Lease: (i) the lease or sublease is legal, valid, binding, enforceable, and in full force and effect; (ii) subject to obtaining necessary consents as disclosed on Schedule 3.28, the lease or sublease effect and will continue to be legal, ------------- valid, binding, enforceable, and in full force and effect on substantially identical terms following the consummation of the Transactions transactions contemplated hereby, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws in effect which affect the enforcement of creditors' rights generally, by equitable limitations on the availability of specific remedies, and by principles of equity; (including ii) neither the assignments Company's nor any of its Subsidiaries' possession and assumptions referred quiet enjoyment of the Leased Real Property under such Lease has been disturbed and there are no disputes with respect to in Section 2 above); such Lease; (iii) none of the Company is not andor any of its Subsidiaries, nor, to the Seller's Knowledge, no any other party to the lease or sublease such Lease, is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder; ; (iv) no security deposit, or portion thereof, deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; and (v) none of the Company or its Subsidiaries has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold;. (vc) The Owned Real Property and the Leased Real Property (collectively, the "Real Property") comprise all facilities leased of the real property used by the Company or subleased thereunder have received all approvals of Governmental Authorities (including licenses and permits) required its Subsidiaries in connection with the operation thereof and have been operated and maintained in accordance in all material respects with all Legal Requirements as in effect on or prior to the Closing Date; and (vi) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilitiestheir businesses.

Property, Plant and Equipment. (a) The Seller owns no None of the Sellers owns, or is obligated to purchase, any real property property. (b) Schedule 3.14(bPart 3.28 (b) of the Disclosure Letter, lists and briefly describes all real property leased or subleased to ---------------- Sellers which is used to conduct the Company's businessby any Seller. The Company has Sellers have delivered to the Buyer correct and complete copies of the leases and subleases listed in Schedule 3.14(b) (as amended to date) Section 3.28(b), which such leases and subleases ---------------- have not been amended or modified since the date thereof, of the Disclosure Letter. With respect to each lease and sublease listed in Schedule 3.14(b): ----------------Section 3.28(b) of the Disclosure Letter: (i) the lease or sublease is legal, valid, binding, enforceable, and in full force and effect; (ii) subject to obtaining necessary consents except as disclosed on Schedule 3.28set forth in Section 3.28 (b) of the Disclosure Letter, the lease or sublease is assignable to the Buyer without the consent or approval of or any payment to any party, does not require any permission or consent upon a change of control of such Seller, will continue to be legal, ------------- valid, binding, enforceable, and in full force and effect on substantially identical terms following the consummation of the Transactions transactions contemplated hereby (including the assignments and assumptions referred to in Section 2 above); (iii) the Company is not and, to the Seller's Knowledge, Sellers' Knowledge no other party to the lease or sublease is in material breach or default, and no event has occurred which, with notice or lapse of time, would could constitute a material breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the Company lease or sublease has not repudiated any provision thereof; (v) there are no disputes, oral agreements, or forbearance programs in effect as to the lease or sublease; (vi) with respect to each sublease, the representations and warranties set forth in subsections (i) through (v) above are true and correct with respect to the underlying lease; (vii) no Seller has assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold; (vviii) all facilities leased or subleased thereunder have received all approvals of Governmental Authorities Bodies (including licenses and permitsGovernmental Authorizations) required in connection with the operation thereof and have been operated and maintained in accordance in all material respects with all applicable Legal Requirements as in effect on or prior to the Closing DateRequirements; and (viix) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities.

Property, Plant and Equipment. (a) The Seller owns no Section 3.16(a)(i) of the Disclosure Schedule lists all real property owned by the Company. Except as set forth in (S) 3.16(a)(ii) of the Disclosure Schedule, with respect to each such parcel of owned real property: (i) the Company has good and marketable title to the parcel of real property, free and clear of any Lien (except for Permitted Liens); (ii) there are no pending or, to the Knowledge of the Company, threatened condemnation proceedings, lawsuits, or administrative actions relating to the property or other matters which can reasonably be expected to adversely affect the use, occupancy, or value thereof in any material respect; (iii) to the Knowledge of the Company, the legal description for the parcel contained in the deed thereof describes such parcel fully and adequately; and the buildings and improvements are located within the boundary lines of such parcels of land, are not, to the Knowledge of the Company, in violation of applicable setback requirements, zoning laws, and ordinances (and none of the properties or buildings or improvements thereon are subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications), and do not encroach on any easement; (iv) each facility on such parcel has received all material approvals of governmental authorities (including licenses and permits) required in connection with the ownership or operation thereof and has been operated and maintained in all material respects in accordance with applicable laws, rules, and regulations; (v) there are no leases, subleases, licenses, concessions, or Contracts granting to any party or parties the right of use or occupancy of the parcel or any portion thereof; (vi) there are no outstanding options or rights of first refusal to purchase such parcel or any portion thereof or interest therein; (vii) there are no parties (other than the Company) in possession of such parcel; and (viii) each facility located on such parcel is supplied with utilities and other services sufficient for the operation of such facility (as presently operated), including gas, electricity, water, telephone, sanitary sewer, and storm sewer. (b) Section 3.16(b) of the Disclosure Schedule 3.14(b) lists all real property leased or subleased to ---------------- Sellers which is used to conduct the Company's business. The Company has delivered to the Buyer correct and complete copies of the leases and subleases listed in (S) 3.16(b) of the Disclosure Schedule 3.14(b) (as amended to date) which such leases and subleases ---------------- have not been amended or modified since the date thereofthereof (and will not be amended prior to the Closing Date except as disclosed in (S) 3.11 of the Disclosure Schedule with respect to the real property located in Xxxxx Corners, Wisconsin). With respect to each lease and sublease listed in Schedule 3.14(b): ----------------(S) 3.16(b) of the Disclosure Schedule: (i) the lease or sublease is legala valid and binding obligation of the Company and, validto the Knowledge of the Company, bindingeach other party thereto, enforceableenforceable against the Company, and to the Knowledge of the Company against each other party thereto, in full force and effectaccordance with its terms; (ii) subject to obtaining necessary consents as disclosed on Schedule 3.28, the lease or sublease will continue to be legal, ------------- valid, binding, enforceable, and in full force and effect on substantially identical terms following the consummation none of the Transactions (including Sellers or the assignments and assumptions referred to in Section 2 above); (iii) the Company is not andCompany, nor to the Seller's KnowledgeKnowledge of the Company, no any other party to the lease or sublease sublease, is in breach or default, and and, to the Knowledge of the Company, no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iii) to the Knowledge of the Company, no party to the lease or sublease has repudiated any provision thereof; (iv) to the Knowledge of the Company, there are no disputes or forbearance program in effect as to the lease or sublease; (v) with respect to each sublease, the representations and warranties set forth in subsections (i) through (iv) above are true and correct with respect to the underlying lease; (vi) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold; (vvii) there are no parties (other than the Company, and to the Knowledge of the Company, all facilities leased or subleased thereunder other Persons have received all material approvals of Governmental Authorities governmental authorities (including licenses and permits) required in connection with the operation thereof all such leased or subleased facilities and such facilities have been operated and maintained in accordance in all material respects in accordance with all Legal Requirements as in effect on or prior to the Closing Dateapplicable laws, rules, and regulations; and (viviii) all facilities leased or subleased thereunder are supplied with utilities and other services necessary sufficient for the operation of said facilities.

Property, Plant and Equipment. (a) The Seller owns no Section 3.16(a)(i) of the Disclosure Schedule lists all real property that Company owns. Except as set forth in ss. 3.16(a)(ii), with respect to each such parcel of owned real property: (i) the Company has good and marketable title to the parcel of real property, free and clear of any Lien; (ii) there are no pending or, to the Knowledge of the Sellers, threatened condemnation proceedings, lawsuits, or administrative actions relating to the property which would adversely affect the use, occupancy, or value thereof; (iii) the legal description for the parcel contained in the deed thereof describes such parcel fully and adequately, and the buildings and improvements are located within the boundary lines of such parcels of land, are not in violation of applicable setback requirements, zoning laws, and ordinances (and none of the properties or buildings or improvements thereon are subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications), and do not encroach on any easement, the land does not serve any adjoining property for any purpose and the property is not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained; (iv) each facility on such parcel has received all approvals of governmental authorities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; (v) there are no leases, subleases, licenses, concessions, or other agreements, written or oral, granting to any party or parties the right of use or occupancy of the parcel or any portion thereof; (vi) there are no outstanding options or rights of first refusal to purchase such parcel or any portion thereof or interest therein; (vii) there are no parties (other than the Company) in possession of such parcel; (viii) each facility located on such parcel is supplied with utilities and other services necessary for the operation of such facility, including gas, electricity, water, telephone, sanitary sewer, and storm sewer, all of which services are adequate in accordance with all applicable laws, ordinances, rules and regulations and are provided via public roads or via permanent, irrevocable, appurtenant easements benefitting such parcel; and (ix) each parcel abuts and has direct vehicular access to a public road, or has access to a public road via a permanent, irrevocable, exclusive, unrestricted appurtenant easement benefitting such parcel, and access to the property is provided by paved public right-of-way with adequate curb cuts available. (b) Section 3.16(b) of the Disclosure Schedule 3.14(b) lists all real property leased or subleased to ---------------- Sellers which is used to conduct the Company's business. The Company has delivered to the Buyer correct and complete copies of the leases and subleases listed in ss. 3.16(b) of the Disclosure Schedule 3.14(b) (as amended to date) which and such leases and subleases ---------------- have not been amended or modified since the date thereof. With respect to each lease and sublease listed in Schedule 3.14(b): ----------------ss. 3.16(b) of the Disclosure Schedule: (i) the lease or sublease is legal, valid, binding, enforceable, and in full force and effect; (ii) subject to obtaining necessary consents as disclosed on Schedule 3.28, the lease or sublease will continue to be legal, ------------- valid, binding, enforceable, and in full force and effect on substantially identical terms following the consummation none of the Transactions (including Sellers or the assignments and assumptions referred Company, or to in Section 2 above); (iii) the Company is not and, to the Seller's their Knowledge, no any other party to the lease or sublease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iii) no party to the lease or sublease has repudiated any provision thereof; (iv) there are no disputes, oral or written agreements, or forbearance programs in effect as to the lease or sublease; (v) with respect to each sublease, the representations and warranties set forth in subsections (i) through (iv) above are true and correct with respect to the underlying lease; (vi) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold; (vvii) all facilities leased or subleased thereunder have received all approvals of Governmental Authorities governmental authorities (including licenses and permits) required in connection with the operation thereof and have been operated and maintained in accordance in all material respects with all Legal Requirements as in effect on or prior to the Closing Dateapplicable Laws; and (viviii) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities. (c) The Company owns or leases all buildings, real property, improvements, machinery, equipment, and other tangible assets necessary for the conduct of its business as presently conducted. Each such tangible asset is free from defects (patent and latent), has been maintained in accordance with normal industry practice, is in satisfactory operating condition and repair (subject to normal wear and tear), and is suitable, adequate and sufficient for the purposes for which it presently is used and presently is proposed to be used.

Property, Plant and Equipment. (a1) The Seller owns no does not own any real property . (b) that is used in connection with the business or operations of the CSG. Section 3.16 of the Disclosure Schedule 3.14(b) lists all real property leased or subleased to ---------------- Sellers which is used to conduct in connection with the Company's businessbusiness or operations of the CSG. The Company Seller has delivered to the Buyer correct and complete copies of the leases and subleases listed in Section 3.16 of the Disclosure Schedule 3.14(b) (as amended to date) ), which such leases and and, if any, subleases ---------------- have not been amended or modified since the date thereof. With respect to each lease and sublease listed in Schedule 3.14(b): ----------------Section 3.16 of the Disclosure Schedule: (i1) the lease or sublease is legal, valid, binding, enforceable and in full force and effect; (2) the lease or sublease will continue to be legal, valid, binding, enforceable, and in full force and effect; (ii) subject to obtaining necessary consents as disclosed on Schedule 3.28, the lease or sublease will continue to be legal, ------------- valid, binding, enforceable, and in full force and effect on substantially identical terms following the consummation of the Transactions transactions contemplated hereby (including the assignments and assumptions referred to in Section 2 above); (iii3) the Company is Seller has not and, received any written notice as to the Seller's Knowledge, no other party to breach or default under the lease or sublease is in breach or default, and no event has occurred whichthat, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv4) the Company Seller has not received notice that any party to the lease or sublease has repudiated any provision thereof; (5) there are no oral or written agreements, or forbearance programs in effect as to, and Seller has not disputed, the lease or sublease and the, Seller has not received notice that any third party has disputed the lease or sublease; (6) with respect to each sublease, if any, the representations and warranties set forth in sub Sections (i) through (v) above are true and correct with respect to the underlying lease; (7) the CSG has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold; (v8) with respect to each real property that is leased or subleased there is either no mortgage on the fee interest in such property that predates such lease or a non-disturbance agreement protecting the tenant's leasehold interest has been obtained and a current and complete copy provided to the Buyer; (9) Seller has not received any written notice of any threatened condemnation proceedings, lawsuits, or administrative actions relating to the premises leased by CSG which would have a Material Adverse Effect on the use or occupancy thereof; (10) there are no leases, subleases, licenses concessions, or other agreements, written or oral, granting to any party or parties the right of use or occupancy of the premises leased by CSG or any portion thereof; (11) all facilities leased or subleased thereunder have received all approvals of Governmental Authorities governmental authorities (including licenses and permits) required in connection with the operation thereof by the Seller and have been operated and maintained by the Seller in accordance in all material respects with all Legal Requirements as in effect on or prior to the Closing Dateapplicable laws, rules, and regulations; and (vi12) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities. (2) The CSG owns or leases all buildings, real property, improvements, machinery, equipment, and other tangible assets necessary for the conduct of CSG's business as presently conducted or as proposed to be conducted by the CSG as of the date of this Agreement. Each such tangible asset is free from defects (patent and latent), has been maintained in accordance with normal industry practice, is in satisfactory operating condition and repair (subject to normal wear and tear), and is suitable, adequate and sufficient for the purposes for which it presently is used and presently is proposed to be used by the CSG as of the date of this Agreement.

Property, Plant and Equipment. (a) The Seller None of the Sellers owns no any real property .that is used in the Acquired Assets other than incidental assets located at SMC's sites in New York; (b) Schedule 3.14(bSection 3.15(b) of the Disclosure Letter lists all real property leased or subleased to ---------------- the Sellers which that is used to conduct in the Company's businessAssets of the ENBU. The Company has Sellers have delivered to the Buyer correct and complete copies of the leases and subleases listed in Schedule 3.14(b) (as amended to dateSection 3.15(b) which such leases and subleases ---------------- have not been amended or modified since the date thereofthereof of the Disclosure Letter (as amended to date). With respect to each lease and sublease listed in Schedule 3.14(b): ----------------Section 3.15(b) of the Disclosure Letter: (i) to the Sellers' Knowledge, the lease or sublease is legal, valid, binding, enforceable, and in full force and effect; (ii) subject to obtaining necessary consents as disclosed on Schedule 3.28the Sellers' Knowledge, the lease or sublease will continue to be legal, ------------- valid, binding, enforceable, and in full force and effect on substantially identical terms following the consummation of the Transactions transactions contemplated hereby (including the assignments and assumptions referred to in Section 2 above); (iii) the Company is not and, to the Seller's Sellers' Knowledge, no other party to the lease or sublease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a material breach or default or permit termination, modification, or acceleration thereunder; (iv) to the Company Sellers' Knowledge, no party to the lease or sublease has not repudiated any provision thereof; (v) none of the Sellers has granted any sublease under the lease or sublease; (vi) none of the Sellers has assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold;; and (vvii) all facilities leased or subleased thereunder have received all approvals of Governmental Authorities governmental authorities (including licenses and permits) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations. (c) All improvements, machinery, equipment and other tangible assets which are included in the Acquired Assets and used in the development, manufacture and testing of the Products are free from defects (patent and latent), have been reasonably maintained, are in good operating condition and repair (subject to normal wear and tear) and are suitable in all material respects with all Legal Requirements as in effect on or prior to the Closing Date; and (vi) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilitiespurposes for which they presently are used.