Common use of Real and Personal Property; Title to Property; Leases Clause in Contracts

Real and Personal Property; Title to Property; Leases. Neither the Company nor any Company Subsidiary owns any Real Property. Section 4.11(a) of the Company Disclosure Schedule identifies each parcel of Real Property (or interest in Real Property) in which the Company or any of the Company Subsidiaries has a leasehold or similar interest. Each of the Company and the Company Subsidiaries has a legally valid right to use all such Real Property, including leaseholds and all other interests in Real Property. All of the Company’s and the Company Subsidiaries’ leasehold interests in Real Property are held under valid, binding and enforceable leases, except as such enforceability may be limited by (i) bankruptcy laws and other similar laws affecting creditors’ rights generally, and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law, and each such lease shall, assuming that any required consents are obtained and any required notices made, continue to be valid, legal, binding and enforceable to the same extent, and in full force and effect on identical terms, immediately following the consummation of the transactions contemplated hereby. True and correct copies of all such leases (and all amendments thereto) have been made available to Parent. There is no pending or threatened to the Company in writing action that could reasonably be expected to interfere with the quiet enjoyment of any such leasehold by the Company or the Company Subsidiaries, and all facilities leased or subleased thereunder are supplied with utilities and other services reasonably necessary for the operation of said facilities as currently operated by the Company and the Company Subsidiaries. Neither the Company nor any of the Company Subsidiaries has been notified in writing that it is in breach of any of its obligations in any lease or similar agreement under which it occupies or has any leasehold or other interest in Real Property. Neither the Company nor any of the Company Subsidiaries has received any written notice of violation or claimed violation of any applicable building, zoning, subdivision and other land use and similar Applicable Laws affecting the Real Property. Each of the Company and the Company Subsidiaries has good, valid and marketable title to all personal or other tangible property necessary for the conduct of their respective businesses as conducted immediately prior to the date hereof, except for Permitted Liens that do not restrict the ability of the Company or the Company Subsidiaries to operate their respective businesses.

Real and Personal Property; Title to Property; Leases. Neither the Company nor any Company Subsidiary owns any Real Property. Section 4.11(a) Schedule 4.6 contains a summary of the Company Disclosure Schedule identifies each parcel of all Real Property (other than leaseholds with annual rent of less than U.S. $25,000), and of each Asset (whether real or interest personal, tangible or intangible), except for Intellectual Property, with a net book value in Real Property) in which the Company or any excess of the Company Subsidiaries has a leasehold or similar interest. Each $1,000,000, of the Company and the each Subsidiary. Company Subsidiaries has a legally and each Subsidiary have good, valid and marketable title to or other right to use use, free and clear of Encumbrances, except as may be created by the Real Property Leases attached as Exhibit A, all such Real Property, including fees, leaseholds and all other interests in Real real property, and material Assets, except for Intellectual Property, including but not limited to, all Assets reflected in the consolidated balance sheet at April 21, 2001 referred to in Section 4.3 or that were thereafter acquired, except for (a) Encumbrances consisting of liens for Taxes not yet due and (b) Assets not material to the Business that were disposed of since such date in the ordinary course of business consistent with past practice. All of the Company’s and the Company Subsidiaries’ leasehold interests in Real Property are held by Company or any Subsidiary as lessee is held under valid, binding and enforceable leases, except subject only to such exceptions as such enforceability may be limited by (i) bankruptcy laws and other similar laws affecting creditors’ rights generally, and (ii) general principles of equity, regardless of whether asserted in would not have a proceeding in equity or at law, and each such lease shall, assuming that any required consents are obtained and any required notices made, continue to be valid, legal, binding and enforceable to the same extent, and in full force and effect on identical terms, immediately following the consummation of the transactions contemplated hereby. True and correct copies of all such leases (and all amendments thereto) have been made available to ParentMaterial Adverse Effect. There is no Action pending against Company or threatened any of its Subsidiaries and, to the Company in writing action Knowledge of Xxxx Entities, there is no threatened Action that could reasonably be expected to would materially interfere with the quiet enjoyment of any such leasehold by the Company or the applicable Subsidiary. Company Subsidiariesor its applicable Subsidiary has performed, in all material respects, all the obligations required to be performed by it under said leases to the extent such obligations have accrued and possesses and quietly enjoys said properties under said leases, and all facilities such properties are not subject to any building or use restrictions, exceptions, reservations or limitations that materially interfere with or impair the present and continued use thereof in the usual and normal conduct of the Business. None of Company or its Subsidiaries has received written notice of (i) any violation of any applicable zoning regulation, ordinance or similar law, order, regulation or requirement with respect to the leased Real Property of Company and its Subsidiaries or (ii) any pending or threatened condemnation proceedings relating to any of their leased Real Property and, there are no such pending, or to the Knowledge of Xxxx Entities, threatened proceedings. The Real Property leased or subleased thereunder owned by Company or its Subsidiaries includes all of the material Real Properties that are supplied with utilities used in or are related to the Business and other services are reasonably necessary for the operation of said facilities the Business as currently conducted. The Assets leased, owned or licensed by Company or its Subsidiaries include all of the Assets that are used in the Business as currently conducted. The plants, material equipment and material tangible properties owned, operated or leased by the Company and the Company Subsidiaries. Neither the Company nor any of the Company its Subsidiaries has been notified are in writing that it is in breach of any of its obligations in any lease or similar agreement under which it occupies or has any leasehold or other interest in Real Property. Neither the Company nor any of the Company Subsidiaries has received any written notice of violation or claimed violation of any applicable buildinggood operating condition, zoning, subdivision ordinary wear and other land use and similar Applicable Laws affecting the Real Property. Each of the Company and the Company Subsidiaries has good, valid and marketable title to all personal or other tangible property necessary for the conduct of their respective businesses as conducted immediately prior to the date hereof, except for Permitted Liens that do not restrict the ability of the Company or the Company Subsidiaries to operate their respective businessestear excepted.

Real and Personal Property; Title to Property; Leases. Neither (a) To the Knowledge of Seller, the Partnership has valid title, free of encumbrances in and to the Real Property and Other Property, except for those exceptions and other matters set forth in Exhibit B. Such exceptions and other matters shall be referred to herein as the “Permitted Encumbrances”. The Company neither owns nor any Company Subsidiary owns leases any Real Property. Section 4.11(a) The Company has good and valid title, free of encumbrances, in and to its Personal Property and the other assets of the Company Disclosure Company. Except as shown in Schedule identifies each parcel 2.8, to the Knowledge of Real Property (or interest in Real Property) in which the Company or any Seller, all material tangible properties of the Company Subsidiaries has a leasehold or similar interest. Each of the Company Partnership and the Company Subsidiaries has are in a legally valid right to use good state of maintenance and repair (except for ordinary wear and tear) and in operating condition. (b) The Real Property listed in Schedule 2.9(a) consists of all such Real Property, including leaseholds and all other interests real property owned used in Real Property. All the conduct of the Company’s business of the Hospital. (c) Seller has heretofore made available to Purchaser a true, correct and complete copy of all of the Company Subsidiaries’ leasehold interests Leases. Except as shown in Real Property are held under validSchedule 2.8, binding and enforceable leases, except as such enforceability may be limited by (i) bankruptcy laws and other similar laws affecting creditors’ rights generally, and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law, and each such lease shall, assuming that any required no consents are obtained and any required notices made, continue to be valid, legal, binding and enforceable of third parties to the same extent, and in full force and effect on identical terms, immediately following change of control of the consummation of Leases arising from the transactions contemplated hereby. True . (d) To the Knowledge of Seller, the Partnership holds good and correct copies of all such leases (indefeasible title to the Real Property and all amendments theretoits other assets and a valid leasehold interest in all of the Partnership’s leased property, subject to no mortgage, lien, pledge, security interest, conditional sales agreement, right of first refusal, option or encumbrance, except for Permitted Encumbrances and the rights of any lessor or licensor of leased or licensed Personal Property. The Company holds good and indefeasible title to all its assets and a valid leasehold interest in all of the Partnership’s leased property, subject to no mortgage, lien, pledge, security interest, conditional sales agreement, right of first refusal, option or encumbrance and the rights of any lessor or licensor of leased or licensed Personal Property. (e) have been made available To the Knowledge of Seller, the Leases constitute all of the agreements to Parent. There which the Partnership and/or the Company is no pending or threatened a Party with respect to the Company in writing action that could reasonably be expected properties which are demised pursuant thereto and pertain to interfere with all real and personal property leased by the quiet enjoyment of any such leasehold by Partnership and/or the Company or otherwise used in the conduct of the business of the Hospital. (f) As of the date hereof, to the Knowledge of Seller all conditions precedent to the enforceability of each Lease have been satisfied and there exists no breach or default, nor state of facts which, with the passage of time, notice, or both, would result in a breach or default on the part of the Company, the Partnership or, to the Knowledge of Seller, the other Party thereunder. (g) Seller has no Knowledge of, and neither the Partnership nor the Company Subsidiaries, and all facilities leased or subleased thereunder are supplied with utilities and other services reasonably necessary for the operation of said facilities as currently operated by the Company and the Company Subsidiaries. Neither the Company nor any of the Company Subsidiaries has been notified in writing that it is in breach of any of its obligations in any lease or similar agreement under which it occupies or has any leasehold or other interest in Real Property. Neither the Company nor any of the Company Subsidiaries has received any written notice of, non-compliance with law, zoning ordinance or other restriction with respect to any Real Property. (h) There is no pending or, to the Knowledge of violation Seller, threatened action that would materially interfere with the ownership, use or claimed violation quiet enjoyment of any applicable buildingReal Property by the Partnership or the Company . (i) Seller has no Knowledge of, zoningand neither the Partnership nor the Company has received any notice of, subdivision and other any proposed special assessments, threatened condemnation or any proposed material changes in property tax or land use and similar Applicable Laws laws affecting the Real Property. Each . (j) The assets described in Section 2.9 constitute all of the property necessary for the Company and the Partnership to operate the Hospital after the Effective Time in the same manner as the Company Subsidiaries has good, valid and marketable title to all personal or other tangible property necessary for the conduct Partnership operate the Hospital as of their respective businesses as conducted immediately prior to the date hereof. (k) To the Knowledge of Seller, except all assessments and dues required under that certain Declaration of Covenants, Conditions and Restrictions affecting the Real Property recorded for Permitted Liens that do not restrict the ability record under Xxxxxx County Clerk’s File Number E702128 of the Company or Official Public Records of Xxxxxx County, Texas (the Company Subsidiaries to operate their respective businesses“Declaration”) are paid. (l) To the Knowledge of Seller, the plans and specifications for the improvements (including curb cuts and driveways) on the Real Property comply with the Declaration and were approved in writing by the Kingwood Place Community Association, Inc. (m) To the Knowledge of Seller, there are no outstanding maintenance deficiencies per Section 10.01 of the Declaration.

Real and Personal Property; Title to Property; Leases. Neither (a) The Leased Real Property constitutes all of the Company nor any Company Subsidiary owns any Real Propertyreal property leased by Seller and all real property in which Seller has an interest as tenant, subtenant or sublessor which is used in or held for use by Seller in connection with the Business. Except as set forth in Section 4.11(a4.8(a) of the Company Disclosure Schedule identifies each parcel of Schedule, the Leases are in full force and effect, and with respect to the lessee's interest only and subject to any defects in or Encumbrances on lessor's interest, Seller holds a good and marketable leasehold title to the Leased Real Property (free and clear of all Encumbrances. Seller is not in breach or interest default, and to the knowledge of Seller the other parties thereto are not in Real Property) breach or default, in which the Company or any material respect under any of the Company Subsidiaries has a leasehold or similar interest. Each Real Property Leases; all rental and other payments due under the Real Property Leases have been paid when due, the sale of the Company Acquired Assets (including the assignment of the Real Property Leases) does not require the consent of any other party under any of the Real Property Leases and this transaction will not trigger a termination or option to terminate under any of the Company Subsidiaries Real Property Leases. (b) The Leased Real Property constitutes all real property owned by Seller or in which Seller has a legally valid right to legal or equitable title and which is used in or held for use all such in connection with the Business. (c) Except as set forth in Section 4.8(c) of the Disclosure Schedule, the operations on the Leased Real Property, including leaseholds the improvements thereon, are in compliance with applicable zoning ordinances and all other interests in Real Property. All of there are no requirements with respect to the Company’s and the Company Subsidiaries’ leasehold interests in Leased Real Property are held under valid, binding and enforceable leases, except as such enforceability may be limited by for conditional use permits or special use permits that have not already been obtained. (id) bankruptcy laws and other similar laws affecting creditors’ rights generally, and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law, and each such lease shall, assuming that any required consents are obtained and any required notices made, continue to be valid, legal, binding and enforceable to the same extent, and in full force and effect on identical terms, immediately following the consummation of the transactions contemplated hereby. True and correct copies of all such leases (and all amendments thereto) have been made available to Parent. There is no pending or threatened to the Company in writing action that could reasonably be expected to interfere with the quiet enjoyment of any such leasehold by the Company or the Company Subsidiaries, and all facilities leased or subleased thereunder are supplied with utilities and other services reasonably necessary for the operation of said facilities as currently operated by the Company and the Company Subsidiaries. Neither the Company nor any of the Company Subsidiaries Seller has been notified in writing that it is in breach of any of its obligations in any lease or similar agreement under which it occupies or has any leasehold or other interest in Real Property. Neither the Company nor any of the Company Subsidiaries has not received any written notice of violation or claimed any violation of each Law, ordinance, policy, order, or determination of any Governmental Entity pertaining to the Leased Real Property or any portion thereof including, without limitation, all applicable buildingzoning ordinances, zoningbuilding codes, subdivision and other land use and similar Applicable Laws affecting the Real Property. Each of the Company and the Company Subsidiaries has good, valid and marketable title to all personal or other tangible property necessary for the conduct of their respective businesses as conducted immediately prior to the date hereof, except for Permitted Liens that do not restrict the ability of the Company or the Company Subsidiaries to operate their respective businessesrestrictions.

Real and Personal Property; Title to Property; Leases. Neither the Company nor any Company Subsidiary owns any Real Property. Section 4.11(a(a) of the Company Disclosure Except as set forth on Schedule identifies each parcel of Real Property (or interest in Real Property) in which the Company or any of the Company Subsidiaries has a leasehold or similar interest. Each of 2.6(a), the Company and the Company each of its Subsidiaries has a legally valid have title to or other right to use use, free of Encumbrances, (x) all such Real Propertyitems of real property material to the Business, including fees, leaseholds and all other interests in Real Property. All of such real property, and (y) such other tangible assets and properties that are material to the Company’s and Business, including all such tangible assets that they purport to own or have the Company Subsidiaries’ leasehold interests right to use as reflected in Real Property are held under validthe Financial Statements or that were thereafter acquired, binding and enforceable leasesexcept, except as in any such enforceability may be limited by case, for (i) bankruptcy laws and liens for Taxes not yet due or matters otherwise described in Schedule 2.6(a) (whether or not such liens or other similar laws affecting creditors’ rights generallymatters constitute Encumbrances), and (ii) general principles assets and properties not material to the Business that were disposed of equitysince December 31, regardless 1998 in the ordinary course of whether asserted business. The tangible properties of the Company and each of its Subsidiaries that are material to the Business are in a proceeding good state of maintenance and repair (except for ordinary wear and tear) and are adequate for the Business. The Company and its Subsidiaries own or have the right to use pursuant to valid lease, sublease, agreement or permission all material items of tangible personal property necessary or used for the operation of the Business as presently conducted. All tangible personal property owned or used by the Company and its Subsidiaries in equity connection with the operation of the Business of the date of this Agreement shall be owned or at law, available for use by the Company and each such lease shall, assuming that any required consents are obtained the Subsidiaries on substantially similar terms and any required notices made, continue to be valid, legal, binding and enforceable conditions after giving effect to the same extentClosing and the consummation of the ISD Deposition, except for the failure of such of the foregoing as would not have a material adverse effect on the business, financial condition or results of operations of the Company and its Subsidiaries taken as a whole. (b) Schedule 2.6(b) describes in reasonable detail each parcel of the material real property owned by the Company or any of its Subsidiaries which is used or held for use in connection with the Business (collectively, the "Owned Real Property"). The Company or one of its Subsidiaries, as applicable, has good and marketable fee simple title to such parcel, free and clear of any Encumbrance, except for (i) installments of real property Taxes not yet delinquent and recorded easements, covenants and other restrictions that do not impair the current use, occupancy or value, or the marketability of title, of the property subject thereto and (ii) Encumbrances that would not have a material adverse effect on the business, financial condition or results of operations of the Company and its Subsidiaries taken as a whole. Schedule 2.6(b) lists all lease and sublease agreements relating to all material real property leased or subleased by the Company or any of its Subsidiaries in connection with the Business (collectively, the "Leased Real Property"). Each lease or sublease relating to the Leased Real Property is valid and in full force and effect on identical terms, immediately following the consummation of the transactions contemplated hereby. True according to its terms and correct copies of all such leases (and all amendments thereto) have been made available to Parent. There is no pending or threatened to the Company in writing action that could reasonably be expected to interfere with the quiet enjoyment of any such leasehold by the Company or the Company Subsidiaries, and all facilities leased or subleased thereunder are supplied with utilities and other services reasonably necessary for the operation of said facilities as currently operated by the Company and its Subsidiaries that are parties thereto have performed any accrued obligations thereunder in all material respects and have not received any written notice alleging a default or breach under any such lease or sublease. Other than options, rights of first refusal or other similar arrangements in favor of the Company Subsidiaries. Neither and its Subsidiaries under the leases and subleases relating to the Leased Real Property, neither the Company nor any of the Company its Subsidiaries has been notified in writing that it is in breach entered into any material contract, arrangement or understanding with respect to the future ownership, development, use, occupancy or operation of any of its obligations in any lease the Owned Real Property or similar agreement under which it occupies or has any leasehold or other interest in the Leased Real Property. Neither There are no pending or, to Seller's knowledge, threatened condemnation or eminent domain proceedings with respect to the Owned Real Property, and neither the Company nor any of the Company its Subsidiaries has received any written notice of violation or claimed violation the intention of any applicable buildingGovernmental Entity or other Person to take or use all or any part thereof. To the knowledge of Seller, zoning, subdivision and other land use and similar Applicable Laws affecting the Real Property. Each none of the Company Owned Real Property or Leased Real Property or any part thereof has suffered any material damage by fire or other casualty, which casualty shall not include the presence of Regulated Substances in the environment, that has not been restored. Except as set forth on Schedule 1.6(b), no material parcel of Owned or Leased Real Property is shared by the Business and the Company Subsidiaries has good, valid and marketable title to all personal or other tangible property necessary for the conduct of their respective businesses as conducted immediately prior to the date hereof, except for Permitted Liens that do not restrict the ability of the Company or the Company Subsidiaries to operate their respective businessesISD Business.

Real and Personal Property; Title to Property; Leases. Neither (a) Schedule 3.6 lists all real and material tangible property owned by the Company nor Constituent Entities or used primarily in the Business, properly identifies each of such properties as real property (or an interest in real property) or personal property and designates any leasehold interests therein. The Company Constituent Entities have good and valid title to or other rights to use, free and clear of all Encumbrances, all such property. All such real and material tangible properties are in a good state of maintenance and repair (except for ordinary wear and tear) and are adequate for use in the Business. Except as set forth on Schedule 3.6, all leaseholds relating to real and material tangible properties held by any Company Subsidiary owns any Real Property. Section 4.11(aConstituent Entity related to the Business as lessee (each, a “Material Lease”) of the Company Disclosure Schedule identifies each parcel of Real Property (or interest in Real Property) in which the Company or any of the Company Subsidiaries has a leasehold or similar interest. Each of the Company and the Company Subsidiaries has a legally valid right to use all such Real Property, including leaseholds and all other interests in Real Property. All of the Company’s and the Company Subsidiaries’ leasehold interests in Real Property are held under valid, binding and enforceable leases. The Company Constituent Entities are not, except as such enforceability may be limited by and, to the Knowledge of Seller, (i) bankruptcy laws and other similar laws affecting creditors’ rights generallyno third party to any Material Lease is, in material breach or default of any Material Lease, and (ii) general principles no event has occurred which, with notice or lapse of equitytime, regardless would constitute a material breach or default or permit termination, modification, or acceleration thereunder. To the Knowledge of whether asserted Seller, there are no material disputes, oral agreements, or forbearance programs in effect as to any Material Lease. No Company Constituent Entity has subleased, licensed or otherwise granted any person or entity the right to use or occupy any property underlying a proceeding in equity Material Lease or at lawany portion thereof. To the Knowledge of Seller, and each such lease shall, assuming that any required consents are obtained and any required notices made, continue to be valid, legal, binding and enforceable to the same extent, and in full force and effect on identical terms, immediately following the consummation of the transactions contemplated hereby. True and correct copies of all such leases (and all amendments thereto) have been made available to Parent. There there is no pending or threatened to the Company in writing action Action that could reasonably be expected to would materially interfere with the quiet enjoyment of any Material Lease by any such leasehold Company Constituent Entity. No consent is required from any Person under any Material Lease in connection with the consummation of the transactions contemplated by the Company or the Company Subsidiariesthis Agreement, and all facilities leased or subleased thereunder are supplied with utilities and other services reasonably necessary for the operation of said facilities as currently operated by the Company and the Company Subsidiaries. Neither Constituent Entities have not received notice that any party to any such lease or other agreement or instrument intends to cancel, terminate or refuse to renew the Company nor same or to exercise or decline to exercise any option or other right thereunder. (b) Except as set forth on Schedule 3.6, upon completion of the Company Subsidiaries has been notified in writing that it is in breach of any of its obligations in any lease or similar agreement under which it occupies or has any leasehold or other interest in Real Property. Neither the Company nor any transactions contemplated by this Agreement, Buyer shall own all of the Company Subsidiaries has received any written notice of violation or claimed violation of any applicable building, zoning, subdivision assets and other land use and similar Applicable Laws affecting the Real Property. Each operations of the Company and the Company Subsidiaries has good, valid and marketable title to all personal or other tangible property necessary for the conduct of their respective businesses as conducted immediately prior to the date hereof, except for Permitted Liens that do not restrict the ability of the Company or the Company Subsidiaries to operate their respective businessesBusiness.

Real and Personal Property; Title to Property; Leases. Neither (a) Seller has good and valid title, free of encumbrances in and to the Company nor Owned Real Property and the Personal Property, except for (i) any Company Subsidiary owns lien for taxes not yet due and payable, (ii) liens securing any indebtedness included in the Assumed Obligations by Purchaser hereunder, (iii) any lease obligations included in the Assumed Obligations, (iv) easements and other restrictions of record, (v) any encumbrances or defects that do not materially interfere with the operations of the Hospital in any manner consistent with the current use by Seller, and (vi) with respect to any Real PropertyProperty leased by Seller, any encumbrances which encumber the fee interest in such property (collectively, the “Permitted Encumbrances”). Section 4.11(aExcept as shown on Schedule 2.7, all material tangible properties of Seller are, to the knowledge of Seller, in a good state of maintenance and repair (except for ordinary wear and tear) and in operating condition. (b) The Real Property listed on Schedule 1.7(a) consists of all Real Property owned by Seller and used in the conduct of the Company Disclosure Schedule identifies each parcel business of the Hospital. (c) The Real Property (or interest listed on Schedule 1.7(b) consists of all Real Property leased by Seller and used in Real Property) in which the Company or any conduct of the Company Subsidiaries has a leasehold or similar interest. Each business of the Company and the Company Subsidiaries has a legally valid right to use all such Real Property, including leaseholds and all other interests in Real Property. Hospital. (d) All of the Company’s and the Company Subsidiaries’ leasehold interests in Leased Real Property are where Seller is the lessee is held under valid, binding and enforceable leases, except subject only to such exceptions as such are not, individually or in the aggregate, material to the Business. (e) Seller has heretofore made available to Purchaser a true, correct and complete copy of each lease in connection with each Leased Real Property, including all amendments thereto, (as amended, each a “Lease”). (f) The Leases constitute the entire agreement to which Seller, is a party with respect to the properties which are demised pursuant thereto. (g) Seller has accepted possession of the Leased Real Property pursuant to each Lease in which it is the lessee and is in actual possession thereof and has not sublet, assigned or hypothecated their leasehold interest. (h) As of the date hereof, all conditions precedent to the enforceability may be limited by of each Lease have been satisfied and there exists no breach or default, nor state of facts which, with the passage of time, notice, or both, would result in a breach or default on the part of Seller or, to the knowledge of Seller, the other party thereunder. (i) bankruptcy laws and other similar laws affecting creditors’ rights generallySeller has no knowledge of, and and, during the past three (ii3) general principles of equityyears, regardless of whether asserted in a proceeding in equity or at Seller has not received any notice of, non-compliance with law, and each such lease shall, assuming that zoning ordinance or other restriction with respect to any required consents are obtained and any required notices made, continue to be valid, legal, binding and enforceable to the same extent, and in full force and effect on identical terms, immediately following the consummation of the transactions contemplated hereby. True and correct copies of all such leases Real Property. (and all amendments theretoj) have been made available to Parent. There is no pending or threatened or, to the Company in writing knowledge of Seller, threatened action that could reasonably be expected to would materially interfere with the ownership, use or quiet enjoyment of any such leasehold Owned Real Property or any Leased Real Property by Seller. (k) Seller has no knowledge of, and, during the Company or the Company Subsidiariespast three (3) years, and all facilities leased or subleased thereunder are supplied with utilities and other services reasonably necessary for the operation of said facilities as currently operated by the Company and the Company Subsidiaries. Neither the Company nor any of the Company Subsidiaries Seller has been notified in writing that it is in breach of any of its obligations in any lease or similar agreement under which it occupies or has any leasehold or other interest in Real Property. Neither the Company nor any of the Company Subsidiaries has not received any written notice of violation of, any proposed special assessments, threatened condemnation or claimed violation of any applicable building, zoning, subdivision and other proposed material changes in property tax or land use and similar Applicable Laws laws affecting the Real Property. Each of the Company and the Company Subsidiaries has good, valid and marketable title to all personal or other tangible property necessary for the conduct of their respective businesses as conducted immediately prior to the date hereof, except for Permitted Liens that do not restrict the ability of the Company or the Company Subsidiaries to operate their respective businesses.

Real and Personal Property; Title to Property; Leases. Neither (a) Seller has good and valid title, free of encumbrances in and to the Company nor Owned Real Property and the Personal Property, except for (i) any Company Subsidiary owns lien for taxes not yet due and payable, (ii) liens securing any indebtedness included in the Assumed Obligations by Purchaser hereunder, (iii) any lease obligations included in the Assumed Obligations, (iv) easements and other restrictions of record, (v) any encumbrances or defects that do not materially interfere with the operations of the Hospital in any manner consistent with the current use by Seller, (vi) with respect to any Real Property leased by Seller, any encumbrances which encumber the fee interest in such property and (vii) with respect to any Real Property, those “permitted encumbrances” set forth in Section 4.8(c) hereof (collectively, the “Permitted Encumbrances”). Section 4.11(aExcept as shown on Schedule 2.7, all material tangible properties of Seller are, to the Knowledge of Seller, in a good state of maintenance and repair (except for ordinary wear and tear) and in operating condition. (b) The Owned Real Property listed on Schedule 1.7(a) consists of all Real Property owned by Seller and used in the conduct of the Company Disclosure business of the Hospital, excluding the real property set forth on Schedule identifies each parcel of 1.8(o). (c) The Leased Real Property (or interest described in the Real PropertyEstate Leases listed on Schedule 1.7(b) consists of all Real Property leased by Seller and used in which the Company or any conduct of the Company Subsidiaries has a leasehold or similar interest. Each business of the Company and the Company Subsidiaries has a legally valid right to use all such Real Property, including leaseholds and all other interests in Real Property. Hospital. (d) All of the Company’s and the Company Subsidiaries’ leasehold interests in Leased Real Property are where Seller is the lessee is held under valid, binding and enforceable leases. (e) Seller has heretofore made available to Purchaser a true, except correct and complete copy of each Real Estate Lease in connection with each Leased Real Property, including all amendments thereto. Except as such shown on Schedule 2.3(c), no consents are required of third parties to the assignment of the Real Estate Leases. (f) The Real Estate Leases constitute the entire agreement to which Seller, is a party with respect to the properties which are demised pursuant thereto. (g) Seller has accepted possession of the Leased Real Property pursuant to each Real Estate Lease in which it is the lessee and is in actual possession thereof and has not sublet, assigned or hypothecated their leasehold interest. (h) As of the date hereof, to the Knowledge of Seller, all conditions precedent to the enforceability may be limited by of each Lease have been satisfied and there exists no breach or default, nor state of facts which, with the passage of time, notice, or both, would result in a breach or default on the part of Seller or, to the Knowledge of Seller, the other party thereunder. (i) bankruptcy laws and other similar laws affecting creditors’ rights generallySeller has no Knowledge of, and and, during the past three (ii3) general principles of equityyears, regardless of whether asserted in a proceeding in equity or at Seller has not received any written notice of, non-compliance with law, and each such lease shall, assuming that zoning ordinance or other restriction with respect to any required consents are obtained and any required notices made, continue to be valid, legal, binding and enforceable to the same extent, and in full force and effect on identical terms, immediately following the consummation of the transactions contemplated hereby. True and correct copies of all such leases Real Property. (and all amendments theretoj) have been made available to Parent. There is no pending or threatened or, to the Company in writing Knowledge of Seller, threatened action that could reasonably be expected to would materially interfere with the ownership, use or quiet enjoyment of any such leasehold Owned Real Property or Leased Real Property by Seller. (k) Seller has no Knowledge of, and, during the Company or the Company Subsidiariespast three (3) years, and all facilities leased or subleased thereunder are supplied with utilities and other services reasonably necessary for the operation of said facilities as currently operated by the Company and the Company Subsidiaries. Neither the Company nor any of the Company Subsidiaries Seller has been notified in writing that it is in breach of any of its obligations in any lease or similar agreement under which it occupies or has any leasehold or other interest in Real Property. Neither the Company nor any of the Company Subsidiaries has not received any written notice of violation of, any proposed special assessments, threatened condemnation or claimed violation of any applicable building, zoning, subdivision and other proposed material changes in property tax or land use and similar Applicable Laws laws affecting the Real Property. Each . (l) The use of the Company and the Company Subsidiaries has good, valid and marketable title to all personal or other tangible property necessary Poplar West for the conduct operations presently conducted at Poplar West is a permitted special use under applicable zoning and similar use laws that will run with the land upon the transfer of their respective businesses Poplar West to Purchaser permitting Purchaser to continue such operations as presently conducted immediately prior to at Poplar West after the date hereof, except for Permitted Liens that do not restrict the ability of the Company or the Company Subsidiaries to operate their respective businessesClosing Time.

Real and Personal Property; Title to Property; Leases. Neither (a) The Company has good and valid title, free of encumbrances in and to the Company nor any Company Subsidiary owns any Real Property, the Personal Property and the other assets of the Company, except for those exceptions and other matters set forth in Schedule B, Section 2 of the title commitment attached hereto as Exhibit C (the “Title Commitment”). Section 4.11(a) Such exceptions and other matters shall be referred to herein as the “Permitted Encumbrances”. Except as shown in Schedule 2.8, all material tangible properties of the Company Disclosure Schedule identifies each parcel are in a good state of maintenance and repair (except for ordinary wear and tear) and in operating condition. (b) The Real Property (or interest listed in Real PropertySchedule 2.9(a) in which the Company or any consists of the Company Subsidiaries has a leasehold or similar interest. Each of all real property owned by the Company and all real property used in the conduct of the business of the Facility. (c) Shareholder has heretofore made available to Purchaser a true, correct and complete copy of all of the Leases. Except as shown in Schedule 2.8, no consents are required of third parties to the change of control of the Leases arising from the transactions contemplated hereby. (d) At Closing, the Company Subsidiaries has a legally will hold good and valid right title to use all such the Real Property, including leaseholds Property and all its other interests assets and a valid leasehold interest in Real Property. All all of the Company’s leased property, subject to no mortgage, lien, pledge, security interest, conditional sales agreement, right of first refusal, option or encumbrance, except for Permitted Encumbrances and the rights of any lessor or licensor of leased or licensed Personal Property. (e) The Leases constitute all of the agreements to which the Company Subsidiaries’ leasehold interests is a Party with respect to the properties which are demised pursuant thereto and pertain to all real and personal property leased by the Company and used in Real Property are held under validthe conduct of the business of the Facility. (f) As of the date hereof, binding all conditions precedent to the enforceability of each Lease have been satisfied and enforceable leasesthere exists no breach or default, except as such enforceability may be limited by (i) bankruptcy laws and other similar laws affecting creditors’ rights generallynor state of facts which, and (ii) general principles with the passage of equitytime, regardless of whether asserted notice, or both, would result in a proceeding in equity breach or at default on the part of Shareholder or, to the knowledge of the Company, the other Party thereunder. (g) Shareholder has no Knowledge of, and, during the past three (3) years, the Company has not received any written notice of, non-compliance with law, and each such lease shallzoning ordinance or other restriction with respect to any Real Property. (h) Except as shown in Schedule 5.11(a), assuming that any required consents are obtained and any required notices made, continue to be valid, legal, binding and enforceable to the same extent, and in full force and effect on identical terms, immediately following the consummation of the transactions contemplated hereby. True and correct copies of all such leases (and all amendments thereto) have been made available to Parent. There there is no pending or threatened or, to the Company in writing Knowledge of Shareholder, threatened action that could reasonably be expected to would materially interfere with the ownership, use or quiet enjoyment of any such leasehold Real Property by the Company or Company. (i) Shareholder has no Knowledge of, and, during the past three (3) years, the Company Subsidiaries, and all facilities leased or subleased thereunder are supplied with utilities and other services reasonably necessary for the operation of said facilities as currently operated by the Company and the Company Subsidiaries. Neither the Company nor any of the Company Subsidiaries has been notified in writing that it is in breach of any of its obligations in any lease or similar agreement under which it occupies or has any leasehold or other interest in Real Property. Neither the Company nor any of the Company Subsidiaries has not received any written notice of violation of, any proposed special assessments, threatened condemnation or claimed violation of any applicable building, zoning, subdivision and other proposed material changes in property tax or land use and similar Applicable Laws laws affecting the Real Property. Each . (j) The assets described in Section 2.9 constitute all of the Company and the Company Subsidiaries has good, valid and marketable title to all personal or other tangible property necessary for the conduct Company to operate the Facility after the Effective Time in the same manner as the Company operates the Facility as of their respective businesses as conducted immediately prior to the date hereof, except for Permitted Liens that do not restrict the ability of the Company or the Company Subsidiaries to operate their respective businesses.

Real and Personal Property; Title to Property; Leases. Neither the Company nor any Company Subsidiary owns any Real Property. Section 4.11(a) Schedule 4.6 lists all property (whether real or personal, tangible or intangible), except for Intangible Property of the Company Disclosure Schedule Company, material to the Business, properly identifies each parcel of Real Property such properties as real property (or an interest in Real Propertyreal property) in which the or personal property and designates any leasehold interests therein. The Company or has good and marketable title to, free of any and all Encumbrances, all items of the Company Subsidiaries has a leasehold or similar interest. Each of the Company and the Company Subsidiaries has a legally valid right to use all such Real Propertyreal property, including fees, leaseholds and all other interests in Real Propertyreal property, and such other assets and properties, including, but not limited to, all assets that they respectively purport to own or have the right to use, except for Encumbrances consisting of liens for Taxes not yet due or matters otherwise described in Schedule 4.6. All material tangible properties of the Company’s Company are in a good state of maintenance and repair (except for ordinary wear and tear). All material leasehold properties held by the Company Subsidiaries’ leasehold interests in Real Property as lessee are held under valid, binding and enforceable leases, except as such enforceability may be limited by (i) bankruptcy laws and other similar laws affecting creditors’ rights generally, and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law, and each such lease shall, assuming that any required consents are obtained and any required notices made, continue to be valid, legal, binding and enforceable to the same extent, and in full force and effect on identical terms, immediately following the consummation of the transactions contemplated hereby. True and correct copies of all such leases (and all amendments thereto) have been made available to Parent. There is no pending or threatened or, to the Company in writing action knowledge of any Shareholder, threatened Action that could reasonably be expected to would materially interfere with the quiet enjoyment of any such leasehold by the Company. INTANGIBLE PROPERTY. The Company does not own, license or otherwise have an interest in or use in connection with the Business any Intangible Property, except for its trade names "Western States Plasma Company" and "TheraSource International" (the "Trade Names"). The Company Subsidiariesowns or otherwise has the right to use the Trade Names, free and clear of any Encumbrance or other adverse claim. The Company does not use the Trade Names, by consent of any other Person, and all facilities leased or subleased thereunder are supplied is not required to and does not make any payments to others with utilities and other services reasonably necessary for the operation of said facilities as currently operated by the respect thereto. The Company and the Company Subsidiaries. Neither the Company nor any of the Company Subsidiaries has been notified in writing that it is in breach of any of its obligations in any lease or similar agreement under which it occupies or has any leasehold or other interest in Real Property. Neither the Company nor any of the Company Subsidiaries has not received any written notice of violation to the effect (or claimed violation is otherwise aware that) that the Trade Names or their use by the Company conflicts with any rights of any applicable buildingPerson and the Company has not received any notice of infringement with respect to the use of the Company's Trade Names. The execution, zoningdelivery and performance of this Agreement and the consummation of the other transactions contemplated hereby will not cause the forfeiture or termination or give rise to a right of forfeiture or termination of, subdivision and other land use and similar Applicable Laws affecting or in any way impair the Real Property. Each right of the Company to use, sell, license or dispose of or to bring any action for the infringement of, any Intangible Property, Trade Name or the Products, or any portion thereof. To the knowledge of any Shareholder, the sale of the Products by Seller does not infringe any Intellectual Property Right of any other Person, and there is no pending or, to the knowledge of any Shareholder threatened Action against the Company Subsidiaries has good, valid and marketable title contesting the Company's right to all personal or other tangible property necessary for sell the conduct of their respective businesses as conducted immediately prior to the date hereof, except for Permitted Liens that do not restrict the ability of the Company or the Company Subsidiaries to operate their respective businessesProducts.