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

Real Property and Personal Property; Title to Assets. (a) Except as set forth in Section 2.13(a) of the Company Disclosure Schedule, neither the Company nor any Subsidiary owns, and has not ever owned, any real property or any interest in real property, except for the leasehold interests created under the Real Property Leases listed in Section 2.13(a) of the Company Disclosure Schedule and the real property subject thereto (the “Leased Real Property”), all of which are in full force and effect. Except as set forth in Section 2.13(a) of the Company Disclosure Schedule, the Company or a Subsidiary has the right to quiet enjoyment of all the Leased Real Property for the full term of each such Real Property Lease (and any renewal option) relating thereto, and the leasehold or other interest of the Company or a Subsidiary in such Leased Real Property is not subject or subordinate to any Liens. Complete and correct copies of each Real Property Lease and any instruments evidencing Liens, commitments for the issuance of title insurance, title opinions, surveys and appraisals in the Company’s or a Subsidiary’s possession and any policies of title insurance currently in force and in the possession of the Company or a Subsidiary with respect to each such parcel of Leased Real Property have heretofore been made available (and as of the Closing Date shall have been delivered) by the Company to Parent. (b) Neither the whole nor any part of the Leased Real Property has been condemned or otherwise taken by any public authority or is currently being condemned or otherwise taken, and, to the Knowledge of the Company, no such condemnation or other taking is threatened or contemplated. Each of the Real Property Leases is valid, binding and in full force and effect as against the Company or a Subsidiary and, to the Company’s Knowledge, as against the other party thereto. Except as set forth in Section 2.13(b) of the Company Disclosure Schedule, neither the Company nor any Subsidiary has received written notice under any of the Real Property Leases of any default that has not been cured to the satisfaction of the other party thereto, and, to the Company’s Knowledge, no event has occurred which, with notice or lapse of time or both, would constitute a material default by the Company or a Subsidiary. No security deposit or portion thereof deposited with respect to any Real Property Lease has been applied in respect of a breach of or a default under any such Real Property Lease that has not been redeposited in full. The Company or a Subsidiary has exercised within the time prescribed in each Real Property Lease any option provided therein to extend or renew the term thereof. To the Knowledge of the Company, there are no latent defects or adverse physical conditions affecting any Leased Real Property or the improvements thereon, other than those that would not reasonably be expected to have a Company Material Adverse Effect. To the Knowledge of the Company, the current use or occupancy of the Leased Real Property or operation of the business therein is in compliance with all Laws and, to the Knowledge of the Company, there are no violations of any Law applicable to any Leased Real Property. The Leased Real Property constitutes all interests in real property currently used or currently held for use in connection with the business of the Company and its Subsidiaries or that are necessary for the continued operation of the business as the business is currently conducted. (c) Section 2.13(c) of the Company Disclosure Schedule contains a detailed list of all machinery, equipment, vehicles (including vehicle identification numbers), fork lifts, containers, compactors, furniture and other personal property (“Personal Property”) owned by the Company or a Subsidiary. Section 2.13(c) of the Company Disclosure Schedule lists each lease or other agreement or right, whether written or oral, under which the Company or any Subsidiary is lessee of, or holds or operates, any Personal Property. (d) Each of the Company and its Subsidiaries has good and marketable title to all of its assets and properties free and clear of all Liens other than any Liens pursuant to the Comerica Loan Agreement or the Penfund Subordinated Credit Agreement and described in Section 2.13(d) of the Company Disclosure Schedule, which Liens shall be released on or prior to the Closing Date. Each of the Company and its Subsidiaries owns all assets of such entity that are reflected as owned in the books and records of each of the Company and its Subsidiaries, respectively. (e) The Leased Real Property, the Personal Property and the other tangible assets of the Company and its Subsidiaries are (i) all of the real and tangible assets required for the conduct of the business as currently conducted and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear. (f) Except as set forth in Section 2.13(f) of the Company Disclosure Schedule, none of the Principal Shareholders or the Principal Shareholder Affiliates has (i) any interest in any assets used in the business of the Company or any Subsidiary other than the assets described in Section 2.13(f) of the Company Disclosure Schedule or (ii) any rights to receive any consideration in connection with the disposition of their interests in the Company and its Subsidiaries other than the portion of the Merger Consideration issuable to them pursuant to this Agreement.

Real Property and Personal Property; Title to Assets. (a) Except as set forth in Section 2.13(a) of the Company Disclosure Schedule, neither Neither the Company nor any Subsidiary owns, and has not ever owned, owns any real property or any interest in real property, except for the leasehold interests created under the Real Property Leases listed in Section 2.13(a3.12(a) of the Company Disclosure Schedule and the real property subject thereto (the “Leased Real Property”), all of which are in full force and effect. Except as set forth in Section 2.13(a3.12(a) of the Company Disclosure Schedule, the Company or a Subsidiary has the right to quiet enjoyment of all the Leased Real Property for the full term of each such Real Property Lease (and any renewal option) relating thereto, and the leasehold or other interest of the Company or a Subsidiary in such Leased Real Property is not subject or subordinate to any subleases, mortgages, pledges, liens, restrictions, security interests, encumbrances, charges or other claims of third parties of any kind, including any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer (collectively, “Liens”) other than Permitted Liens. Complete and correct copies of each Real Property Lease and any instruments evidencing Liens, commitments for the issuance of title insurance, title opinions, surveys and appraisals in the Company’s or a Subsidiary’s possession and any policies of title insurance currently in force Liens and in the possession of the Company or a Subsidiary with respect to each such parcel of Leased Real Property have heretofore been made available (and as delivered by or on behalf of the Closing Date shall have been delivered) by the Company to Parent. (b) Neither the whole nor any part of the Leased Real Property has been condemned or otherwise taken by any public authority or is currently being condemned or otherwise taken, and, to the Knowledge of the Company, no such condemnation or other taking is threatened or contemplated. Each of the Real Property Leases is valid, binding and in full force and effect as against the Company or a Subsidiary and, to the Company’s Knowledge, as against the other party thereto. Except as set forth in Section 2.13(b) of the Company Disclosure Schedule, neither Neither the Company nor any Subsidiary has received written notice under any of the Real Property Leases of any default that which has not been cured to the satisfaction of the other party thereto, and, to the Company’s Knowledge, no event has occurred which, with notice or lapse of time or both, would constitute a material default by the Company or a Subsidiary. No security deposit or portion thereof deposited with respect to any Real Property Lease has been applied in respect of a breach of or a default under any such Real Property Lease that has not been redeposited in full. The Company or a Subsidiary has exercised within the time prescribed in each Real Property Lease any option provided therein to extend or renew the term thereof. To the Knowledge of the Company, there There are no latent defects or adverse physical conditions affecting any of the material Leased Real Property or the improvements thereon, other than those that would not reasonably be expected to have a Company Material Adverse Effect. To the Knowledge of the Company, the current use or occupancy of the Leased Real Property or operation of the business therein is in compliance with all Laws and, to the Knowledge of the Company, there are no violations of any Law applicable to any Leased Real Property. The Leased Real Property constitutes all interests in real property currently used or currently held for use in connection with the business of the Company and its Subsidiaries or that are necessary for the continued operation of the business as the business is currently conducted. (c) Section 2.13(c) of the Company Disclosure Schedule contains a detailed list of all machinery, equipment, vehicles (including vehicle identification numbers), fork lifts, containers, compactors, furniture and other personal property (“Personal Property”) owned by the Company or a Subsidiary. Section 2.13(c) of the Company Disclosure Schedule lists each lease or other agreement or right, whether written or oral, under which the Company or any Subsidiary is lessee of, or holds or operates, any Personal Property. (d) Each of the Company and its Subsidiaries has good and marketable title to all of its assets and properties free and clear of all Liens other than any Liens pursuant to the Comerica Loan Agreement or the Penfund Subordinated Credit Agreement and described in Section 2.13(d) of the Company Disclosure Schedule, which Liens shall be released on or prior to the Closing Date. Each of the Company and its Subsidiaries owns all assets of such entity that are reflected as owned in the books and records of each of the Company and its Subsidiaries, respectively. (e) The Leased Real Property, the Personal Property and the other tangible assets of the Company and its Subsidiaries are (i) all of the real and tangible assets required for the conduct of the business as currently conducted and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear. (f) Except as set forth in Section 2.13(f) of the Company Disclosure Schedule, none of the Principal Shareholders or the Principal Shareholder Affiliates has (i) any interest in any assets used in the business of the Company or any Subsidiary other than the assets described in Section 2.13(f) of the Company Disclosure Schedule or (ii) any rights to receive any consideration in connection with the disposition of their interests in the Company and its Subsidiaries other than the portion of the Merger Consideration issuable to them pursuant to this Agreement.zoning Laws

Real Property and Personal Property; Title to Assets. (a) Except as set forth in Section 2.13(a) of the The Company Disclosure Schedule, neither the Company nor any Subsidiary ownsdoes not own, and has not ever owned, any real property or any interest in real property, except for the leasehold interests created under the Real Property Leases real property leases listed in Section 2.13(a3.12 (a) of the Company Disclosure Schedule (the “Real Property Leases” and the real property subject thereto (thereto, the “Leased Real Property”), all of which are in full force and effect. Except as set forth in Section 2.13(a3.12(a) of the Company Disclosure Schedule, the Company or a Subsidiary has the right to quiet enjoyment of all the Leased Real Property for the full term of each such Real Property Lease (and any renewal option) relating thereto, and the leasehold or other interest of the Company or a Subsidiary in such Leased Real Property is not subject or subordinate to any subleases, mortgages, pledges, liens, restrictions, security interests, encumbrances, charges or other claims of third parties of any kind, including any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer (collectively, “Liens”) other than Permitted Liens. Except as set forth in Section 3.12(a) of the Company Disclosure Schedule, and except for Permitted Liens, there are no agreements or other documents governing or affecting the occupancy or tenancy of any of the Leased Real Property by the Company. Complete and correct copies of each Real Property Lease and any instruments evidencing Liens, commitments for the issuance of title insurance, title opinions, surveys and appraisals in the Company’s or a Subsidiary’s possession and any policies of title insurance currently in force and in the possession of the Company or a Subsidiary with respect to each such parcel of Leased Real Property have heretofore been made available (and as of the Closing Date shall have been delivered) delivered by the Company to Parent. (b) Neither the whole nor any part of the Leased Real Property has been condemned or otherwise taken by any public authority or is currently being condemned or otherwise taken, and, to the Knowledge of the Company, no such condemnation or other taking is threatened or contemplated. Each of the Real Property Leases is valid, binding and in full force and effect as against the Company or a Subsidiary and, to the Company’s Knowledge, as against the other party thereto. Except as set forth in Section 2.13(b3.12(b) of the Company Disclosure Schedule, neither the Company nor any Subsidiary has not received written notice under any of the Real Property Leases of any default that which has not been cured to the satisfaction of the other party thereto, and, to the Company’s Knowledge, no event has occurred which, with notice or lapse of time or both, would constitute a material default by the Company or a SubsidiaryCompany. No security deposit or portion thereof deposited with respect to any Real Property Lease has been applied in respect of a breach of or a default under any such Real Property Lease that has not been redeposited in full. The Company or a Subsidiary has exercised within the time prescribed in each Real Property Lease any option provided therein to extend or renew the term thereof. To the Knowledge of the Company, there There are no latent defects or adverse physical conditions affecting any Leased Real Property or the improvements thereon, other than those that would not reasonably be expected to have a Company Material Adverse Effect. To the Knowledge of materially and adversely impact the Company, the current use or occupancy of the Leased Real Property or operation of the business therein is in compliance with all Laws and, to the Knowledge of the Company, there ’s Business. There are no material violations of any Law zoning, land use, handicap access or building codes and regulations applicable to any Leased Real Property. The Leased Real Property constitutes all interests in real property currently used or currently held for the use in connection with the business of the Company and its Subsidiaries or that are necessary for the continued operation of the business as the business is currently conductedoccupancy thereof. (c) Section 2.13(c3.12(c) of the Company Disclosure Schedule contains a detailed list of all machinery, equipment, vehicles (including vehicle identification numbers), fork lifts, containers, compactorsvehicles, furniture and other personal property (“Personal Property”) owned by the Company having an original cost of $25,000 or a Subsidiarymore. Section 2.13(c3.12(c) of the Company Disclosure Schedule lists each lease or other agreement or right, whether written or oral, under which the Company or any Subsidiary is lessee of, or holds or operates, any Personal Property. (d) Each of the The Company and its Subsidiaries has good and marketable title to all of its material assets and material properties free and clear of all Liens other than Permitted Liens and any Liens pursuant to the Comerica in connection with that certain Loan Agreement or the Penfund Subordinated Credit Agreement and described in Section 2.13(d) of Agreement, dated February 27, 2006, between the Company Disclosure Scheduleand Wachovia Bank, National Association, and the related Promissory Note and Security Agreement, which Liens shall be released on or prior to the Closing Date. Each The Company owns all material assets of the Company and its Subsidiaries owns all assets of such entity that are reflected as owned in the books and records of each of the Company and its Subsidiaries, respectivelyCompany. (e) The Leased Real Property, the Personal Property and the other tangible assets of the Company and its Subsidiaries are (i) all of the real and tangible assets required for the conduct of the business as currently conducted and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear. (f) Except as set forth in Section 2.13(f) of the Company Disclosure Schedule, none of the Principal Shareholders or the Principal Shareholder Affiliates has (i) any interest in any assets used in the business of the Company or any Subsidiary other than the assets described in Section 2.13(f) of the Company Disclosure Schedule or (ii) any rights to receive any consideration in connection with the disposition of their interests in the Company and its Subsidiaries other than the portion of the Merger Consideration issuable to them pursuant to this Agreement.

Real Property and Personal Property; Title to Assets. (a) Except as set forth in Section 2.13(a) of the Company Disclosure Schedule, neither the Company nor any Subsidiary ownsdoes not own, and has not ever owned, any real property or any interest in real property, except for the leasehold interests created under the Real Property Leases listed in Section 2.13(a) of the Company Disclosure Schedule and the real property subject thereto (the “Leased Real Property”), all of which are in full force and effect. Except as set forth in Section 2.13(a) of the Company Disclosure Schedule, the Company or has a Subsidiary has valid leasehold interest and the right to quiet enjoyment of all the Leased Real Property for the full term of each such Real Property Lease (and any renewal option) relating thereto, and the leasehold or other interest of the Company or a Subsidiary in such Leased Real Property is not subject or subordinate to any Liens. Complete and correct copies of each Real Property Lease and any instruments evidencing Liens, commitments for the issuance of title insurance, title opinions, surveys and appraisals in the Company’s or a Subsidiary’s possession and any policies of title insurance currently in force and in the possession of the Company or a Subsidiary with respect to each such parcel of Leased Real Property have heretofore been made available (and as of the Closing Date shall have been delivered) by the Company to Parent. (b) Neither the whole nor any part of the Leased Real Property has been condemned or otherwise taken by any public authority or is currently being condemned or otherwise taken, and, to the Knowledge of the Company, no such condemnation or other taking is threatened or contemplated. Each of the Real Property Leases Lease is valid, binding and in full force and effect as against the Company or a Subsidiary and, to the Company’s Knowledge, as against the other party thereto. Except as set forth in Section 2.13(b) of the Company Disclosure Schedule, neither the Company nor any Subsidiary has not received written notice under any of the Real Property Leases Lease of any default that has not been cured to the satisfaction of the other party thereto, and, to the Company’s Knowledge, no event has occurred which, with notice or lapse of time or both, would constitute a material default by the Company or a SubsidiaryCompany. No security deposit or portion thereof deposited with respect to any Real Property Lease has been applied in respect of a breach of or a default under any such Real Property Lease that has not been redeposited in full. The Company or a Subsidiary has exercised within the time prescribed in each Real Property Lease any option provided therein to extend or renew the term thereof. To the Knowledge of the Company, there are no latent defects or adverse physical conditions affecting any Leased Real Property or the improvements thereon, other than those that would not reasonably be expected to have a Company Material Adverse Effect. To the Knowledge of the Company, the current use or occupancy of the Leased Real Property or operation of the business therein is in compliance with all Laws and, to the Knowledge of the Company, there are no violations of any Law applicable to any Leased Real Property. The Leased Real Property constitutes all interests in real property currently used or currently held for use in connection with the business of the Company and its Subsidiaries or that are is necessary for the continued operation of the business as the business is currently conducted. (c) Section 2.13(c) of the Company Disclosure Schedule contains a detailed list of all machinery, equipment, vehicles (including vehicle identification numbers), fork lifts, containers, compactors, furniture and other personal property (“Personal Property”) owned by the Company or a SubsidiaryCompany. Section 2.13(c) of the Company Disclosure Schedule lists each lease or other agreement or right, whether written or oral, under which the Company or any Subsidiary is lessee of, or holds or operates, any Personal Property. (d) Each of the The Company and its Subsidiaries has good and marketable title to all of its assets and properties free and clear of all Liens other than any Liens pursuant to the Comerica Loan Agreement or the Penfund Subordinated Credit Agreement and described in Section 2.13(d) of the Liens. The Company Disclosure Schedule, which Liens shall be released on or prior to the Closing Date. Each of the Company and its Subsidiaries owns all assets of such entity that are reflected as owned in the books and records of each of the Company and its Subsidiaries, respectivelyCompany. (e) The Leased Real Property, the Personal Property and the other tangible assets of the Company and its Subsidiaries are (i) all of the real and tangible assets required for the conduct of the business as currently conducted and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear. (f) Except as set forth in Section 2.13(f) of the Company Disclosure Schedule, none of the Principal Shareholders or the Principal Shareholder Affiliates has Stockholders have (i) any interest in any assets used in the business of the Company or any Subsidiary other than the assets described in Section 2.13(f) of the Company Disclosure Schedule or (ii) any rights to receive any consideration in connection with the disposition of their interests in the Company and its Subsidiaries other than the portion of the Merger Consideration issuable to them pursuant to this Agreement.