Common use of Tangible Assets and Real Property Clause in Contracts

Tangible Assets and Real Property. (a) Wood owns or leases all tangible assets and properties which are material to the conduct of its business as currently conducted or which are reflected on the Wood Balance Sheet or acquired since the Wood Balance Sheet Date (the "Wood Material Tangible Assets"). The Wood Material Tangible Assets ----------------------------- are in good operating condition and repair. Wood has good and marketable title to all Wood Material Tangible Assets that it owns (except properties, interests in properties and assets sold or otherwise disposed of since the Wood Balance Sheet Date in the ordinary course of business), free and clear of all Liens, except for Liens for current taxes not yet due and payable. Assuming the due execution and delivery thereof by the other parties thereto, all leases of Wood Material Tangible Assets to which Wood is a party are in full force and effect and valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, and (ii) general principles of equity. The Wood Disclosure Schedule sets forth a true and correct list of all such leases, and true and correct copies of all such leases have been provided to iPrint. (b) The Wood Disclosure Schedule sets forth a true and complete list of all real property owned by Wood. Wood owns in fee, and has good, valid and marketable title to, free and clear of all Liens, each property listed as being owned by it. True and correct copies of all deeds to such real property and all title reports and insurance policies relating thereto have been provided to iPrint. (c) The Wood Disclosure Schedule sets forth a true and complete list of all property leased, subleased or licensed by Wood and all real property easements, rights of way, licenses, leases and subleases to which Wood is a party or to which any real property owned by Wood is subject. Assuming the due execution and delivery thereof by the other parties thereto, all such real property leases, subleases and licenses are in full force and effect and valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, and (ii) general principles of equity. True and correct copies all such of real property leases and subleases have been provided to iPrint.

Tangible Assets and Real Property. (a) Wood owns Oak and each of its Subsidiaries own or leases lease all tangible assets and properties which are material to the conduct of its their respective business as currently conducted or which are reflected on the Wood Balance Sheet or acquired since the Wood Balance Sheet Date (the "Wood “Oak Material Tangible Assets"”). The Wood Material Tangible Assets ----------------------------- are in good operating condition Oak and repair. Wood each of its Subsidiaries has good and marketable title to all Wood Oak Material Tangible Assets that it owns (except properties, interests in properties and assets sold or otherwise disposed of since the Wood date of the Oak Balance Sheet Date in the ordinary course of business), free and clear of all Liens, except for Liens for current taxes Taxes not yet due and payable. Assuming the due execution and delivery thereof by the other parties thereto, all All leases of Wood Oak Material Tangible Assets to which Wood Oak or any of its Subsidiaries is a party are in full force and effect and valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' ’ rights generally, and (ii) general principles of equity. The Wood Disclosure Schedule sets forth a true and correct list of all such leases, and true and correct copies of all such leases have been provided to iPrint. (b) The Wood Oak Disclosure Schedule sets forth a true and complete list of all real property owned owned, leased, subleased or otherwise occupied by WoodOak or any of its Subsidiaries (collectively, the “Oak Facilities”). Wood owns in fee, Oak and each of its Subsidiaries has good, valid good and marketable fee simple title toto all real property that it owns, free and clear of all Liens, each property listed as being owned except for Liens for current Taxes not yet due or payable. The Oak Facilities are not subject to any encumbrances, encroachments, building or use restrictions, exceptions, reservations or limitations, except those which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Oak or prevent any continued use of any of the Oak Facilities in the usual and normal conduct of Oak’s business. There are no governmental or other restrictions which would prevent Xxxxx or Oak from conducting business operations in Oak Facilities in the manner currently conducted. There are not pending or, to Oak’s knowledge, threatened condemnation proceedings relating to any of the Oak Facilities. Neither Oak nor any of its Subsidiaries is in default under or in breach or violation of, nor is there any basis for any claim of default by itOak or any of its Subsidiaries under, or breach or violation by Oak or any of its Subsidiaries of, any such lease. True and correct copies To Oak’s knowledge, no other party is in default under or in breach or violation of, nor is there any valid basis for any claim of all deeds to default by any such party under, or breach or violation by any such party of, any such lease. All such real property and all title reports and insurance policies relating thereto have been provided to iPrint. (c) The Wood Disclosure Schedule sets forth a true and complete list leases for Oak Facilities currently occupied or leased by Oak or any of all property leased, subleased or licensed by Wood and all real property easements, rights of way, licenses, leases and subleases to which Wood is a party or to which any real property owned by Wood is subject. Assuming the due execution and delivery thereof by the other parties thereto, all such real property leases, subleases and licenses its Subsidiaries are in full force and effect and valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' ’ rights generally, and (ii) general principles of equity. True The Oak Disclosure Schedule sets forth a list of all such leases, and complete and correct copies all such leases for Oak Facilities currently occupied by Oak, any of real property leases and subleases its Subsidiaries or any of their subtenants have been provided to iPrintXxxxx.

Tangible Assets and Real Property. (a) Wood The Assets constitute all the assets necessary or desirable to conduct the Seller's business as currently conducted or as presently proposed to be conducted. Seller owns or leases all of the Assets including all tangible assets and properties which are material to used in the conduct of its business the Business as currently conducted or which are reflected on the Wood Balance Sheet or were acquired since the Wood date of the Balance Sheet Date (such tangible Assets the "Wood Material Tangible Assets"). The Wood Material Tangible Assets ----------------------------- are in good operating condition and repair, except for reasonable wear and tear that does not materially affect the use of such Asset. Wood Except as set forth on Schedule 3.8, Seller has good and marketable title to all Wood Material Tangible the Assets that it owns reflected on the Balance Sheet (except properties, interests in properties and assets sold or otherwise disposed of since the Wood date of the Balance Sheet Date in the ordinary course of business), free and clear of all Liensmortgages, liens, pledges, charges or encumbrances of any kind or character, except as reflected in the Seller Financial Statements and except for Liens liens for current taxes not yet due and payable. Assuming the due execution and delivery thereof by the other parties thereto, all leases or licenses of Wood Material Tangible Assets to which Wood is a party Seller are in full force and effect and valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, and (ii) general principles of equity. The Wood Disclosure Schedule sets forth a true and correct list of all such leasesleases and licenses, and true and correct copies of all such leases and licenses have been provided to iPrintKintera or Purchaser. Included in Schedule 3.8 is a list of all computer equipment, including software, as well as office furniture, owned by Seller. At the Closing, Seller will sell, convey, assign, transfer and deliver to Purchaser good, valid and marketable title and all Seller's right and interest in and to all of the Assets, free and clear of all claims, liabilities, liens, pledges, mortgages, restrictions and encumbrances of any kind, whether accrued, absolute, contingent or otherwise. (b) Seller does not own any real property. The Wood Disclosure Schedule sets forth a true and complete list of all real property owned leased by Wood. Wood owns in fee, and has good, valid and marketable title to, free and clear of all Liens, each property listed as being owned by it. True and correct copies of all deeds to such real property and all title reports and insurance policies relating thereto have been provided to iPrint. (c) The Wood Disclosure Schedule sets forth a true and complete list of all property leased, subleased or licensed by Wood and all real property easements, rights of way, licenses, leases and subleases to which Wood is a party or to which any real property owned by Wood is subjectSeller. Assuming the due execution and delivery thereof by the other parties thereto, all such real property leases, subleases and licenses leases are in full force and effect and valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, and (ii) general principles of equity. True and correct copies all such of real property leases and subleases have been provided to iPrintKintera or Purchaser.

Tangible Assets and Real Property. (a) Wood Tsunami owns or leases all tangible assets and properties which are material necessary to the conduct of its business as currently conducted or which are reflected on the Wood Tsunami Balance Sheet or acquired since the Wood Balance Sheet Date (the "Wood Material Tangible Assets"). The Wood Material Tangible Assets ----------------------------- are in good operating condition and repair, subject to ordinary wear and tear. Wood Tsunami has good and marketable title to all Wood Material of the Tangible Assets that it owns (except properties, interests in properties and assets sold or otherwise disposed of since the Wood Tsunami Balance Sheet Date in the ordinary course of business), free and clear of all Liens, except for Liens for current taxes not yet due and payablepayable and those described in the Tsunami Disclosure Schedule. Assuming the due execution and delivery thereof by the other parties thereto, all leases of Wood Material Tangible Assets to which Wood Tsunami is a party are in full force and effect and valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, and (ii) general principles of equity. The Wood Tsunami Disclosure Schedule sets forth a true and correct list of all such leases, and true and correct copies of all such leases have been provided to iPrintStratos. (b) Tsunami owns no real property. The Wood Tsunami Disclosure Schedule sets forth a true and complete list of all real property owned leased by Wood. Wood owns in fee, and has good, valid and marketable title to, free and clear of all Liens, each property listed as being owned by it. True and correct copies of all deeds to such real property and all title reports and insurance policies relating thereto have been provided to iPrint. (c) The Wood Disclosure Schedule sets forth a true and complete list of all property leased, subleased or licensed by Wood and all real property easements, rights of way, licenses, leases and subleases to which Wood is a party or to which any real property owned by Wood is subjectTsunami. Assuming the due execution and delivery thereof by the other parties thereto, all such real property leases, subleases and licenses leases are in full force and effect and valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, and (ii) general principles of equity. True and correct copies all such of real property leases and subleases have been provided to iPrintStratos.

Tangible Assets and Real Property. (a) Wood owns Demeter owns, leases or leases has a valid right to use all tangible assets and properties which are material to the conduct of its business as currently conducted or which are reflected on the Wood Demeter Balance Sheet or acquired since the Wood Balance Sheet Date (the "Wood Material Tangible Assets"). The Wood Material Tangible Assets ----------------------------- are in good operating condition and repair. Wood Demeter has good and marketable title to all Wood Material Tangible Assets that it owns (except properties, interests in properties and assets sold or otherwise disposed of since the Wood Demeter Balance Sheet Date in the ordinary course of business), free and clear of all Liens, except for Liens for current taxes not yet due and payable. Assuming the due execution and delivery thereof by the other parties thereto, all leases of Wood Material Tangible Assets and all other contracts or agreements under which Demeter claims the right to use Material Tangible Assets to which Wood Demeter is a party are in full force and effect and valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, and (ii) general principles of equity. The Wood Demeter Disclosure Schedule sets forth a true and correct list of all such leases, and true and correct copies of all such leases have been provided to iPrintFinisar. (b) Demeter owns no real property. The Wood Demeter Disclosure Schedule sets forth a true and complete list of all real property owned by Wood. Wood owns in fee, and has good, valid and marketable title to, free and clear of all Liens, each property listed as being owned by it. True and correct copies of all deeds to such real property and all title reports and insurance policies relating thereto have been provided to iPrint. (c) The Wood Disclosure Schedule sets forth a true and complete list of all property leased, subleased or licensed by Wood Demeter and all real property easements, rights of way, licenses, leases and subleases to which Wood Demeter is a party or to which any real property owned by Wood is subjectparty. Assuming the due execution and delivery thereof by the other parties thereto, all such real property leases, subleases and licenses are in full force and effect and valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, and (ii) general principles of equity. True and correct copies all such of real property leases and subleases have been provided to iPrintFinisar.

Tangible Assets and Real Property. (a) Wood SoftMagic owns or leases all tangible assets and properties which are material to necessary for the conduct of its business as currently conducted or which are reflected on the Wood SoftMagic Balance Sheet or acquired since the Wood date of the SoftMagic Balance Sheet Date (the "Wood Material Tangible Assets"). The Wood Material Tangible Assets ----------------------------- are in good operating condition and repair. Wood SoftMagic has good and marketable title to all Wood Material Tangible Assets that it owns (except properties, interests in properties and assets sold or otherwise disposed of since the Wood date of the SoftMagic Balance Sheet Date in the ordinary course of business), free and clear of all Liensmortgages, liens, pledges, charges or encumbrances of any kind or character, except as reflected in the SoftMagic Financial Statements and except for Liens liens for current taxes not yet due and payable. Assuming the due execution and delivery thereof by the other parties thereto, all leases of Wood Material Tangible Assets to which Wood SoftMagic is a party are in full force and effect and valid, binding and enforceable in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, and general principles of equity. The SoftMagic Disclosure Schedule sets forth a true and correct list of all such leases, and true and correct copies of all such leases have been provided to Puma. (b) SoftMagic owns no real property. The SoftMagic Disclosure Schedule sets forth a true and complete list of all real property leased by SoftMagic. Assuming the due execution and delivery thereof by the other parties thereto, all such real property leases are in full force and effect and valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, and (ii) general principles of equity. The Wood Disclosure Schedule sets forth a true and correct list of all such leases, and true and correct copies of all such leases have been provided to iPrint. (b) The Wood Disclosure Schedule sets forth a true and complete list of all real property owned by Wood. Wood owns in fee, and has good, valid and marketable title to, free and clear of all Liens, each property listed as being owned by it. True and correct copies of all deeds to such real property and all title reports and insurance policies relating thereto have been provided to iPrint. (c) The Wood Disclosure Schedule sets forth a true and complete list of all property leased, subleased or licensed by Wood and all real property easements, rights of way, licenses, leases and subleases to which Wood is a party or to which any real property owned by Wood is subject. Assuming the due execution and delivery thereof by the other parties thereto, all such real property leases, subleases and licenses are in full force and effect and valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, and (ii) general principles of equity. True and correct copies all such of real property leases and subleases have been provided to iPrintPuma.

Tangible Assets and Real Property. (a) Wood Each Acquired Entity owns or leases all tangible assets and properties which are material to the conduct of its business as currently conducted or which are reflected on the Wood Balance Sheet or acquired since the Wood Balance Sheet Date (the "Wood Material Tangible Assets"). The Wood Material Tangible Assets ----------------------------- are in good operating such condition and repair, reasonable wear and tear excepted, as is suitable for the purposes for which they are currently used by E3. Wood Each Acquired Entity has good and marketable title to all Wood Material Tangible Assets that it owns (except properties, interests in properties and assets sold or otherwise disposed of since the Wood July Balance Sheet Date in the ordinary course of business), free and clear of all Liens, except for Liens for current taxes Taxes not yet due and payable. Assuming the due execution and delivery thereof by the other parties thereto, all leases of Wood Material Tangible Assets to which Wood an Acquired Entity is a party are in full force and effect and valid, binding and enforceable against the Acquired Entities and, to E3's knowledge, the other party thereto in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws Laws affecting or relating to creditors' rights generally, and (ii) general principles of equity. The Wood E3 Disclosure Schedule sets forth a true and correct list of all such leases, and true and correct copies of all such leases have been provided made available to iPrintJDA, except for equipment leases which do not have annual payments of $10,000 individually or $25,000 in the aggregate. (b) No Acquired Entity owns any real property. (c) The Wood E3 Disclosure Schedule sets forth a true and complete list of all real property owned by Wood. Wood owns in fee, and has good, valid and marketable title to, free and clear of all Liens, each property listed as being owned by it. True and correct copies of all deeds to such real property and all title reports and insurance policies relating thereto have been provided to iPrint. (c) The Wood Disclosure Schedule sets forth a true and complete list of all property leased, subleased or licensed by Wood an Acquired Entity and all real property easements, rights of way, licenses, leases and subleases to which Wood an Acquired Entity is a party or to which any real property owned by Wood is subjectparty. Assuming the due execution and delivery thereof by the other parties thereto, all such real property leases, subleases and licenses are in full force and effect and valid, binding and enforceable enforceable, to E3's knowledge after reasonable investigation of local Law, against the other parties in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, and (ii) general principles of equity. True and correct copies all such of real property leases and subleases have been provided to iPrint.Laws

Tangible Assets and Real Property. (a) Wood Set forth on SCHEDULE 1.1 is a complete list of the tangible assets used in the Business as presently conducted (the "MATERIAL TANGIBLE ASSETS"), CTPL owns or leases all tangible assets and properties which are material to the conduct of its business as currently conducted or which are reflected listed on the Wood Balance Sheet or acquired since the Wood Balance Sheet Date (the "Wood Material Tangible Assets")SCHEDULE 1. 1. The Wood Material Tangible Assets ----------------------------- are fit for their intended purposes, comply with any statutory or regulatory requirements, and are in good operating condition and repair, except for reasonable wear and tear that does not materially affect the use of such assets. Wood CTPL has good and marketable title to all Wood Material Tangible Assets that it owns (except properties, interests in properties and assets sold or otherwise disposed of since the Wood Balance Sheet Date in the ordinary course of business)owns, free and clear of all Liensmortgages, liens, pledges, charges or encumbrances of any kind or character, except as reflected in SCHEDULE 1.5 and except for Liens (i) liens for current taxes not yet due and payable; (ii) purchase money liens identified in the Disclosure Schedule; (iii) liens imposed by law; and (iv) liens pursuant to equipment, vehicle and facility leases identified in the Disclosure Schedule ("PERMITTED LIENS"). Assuming the due execution and delivery thereof by the other parties thereto, all All leases of Wood Material Tangible Assets to which Wood CTPL is a party are in full force and effect and valid, binding and enforceable against CTPL in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, and (ii) general principles of equity. The Wood Disclosure Schedule sets forth a true and correct list of all such leases, and true and correct copies of all such leases have been provided to iPrintMimotopes. (b) CTPL does not own any real property. The Wood Disclosure Schedule sets forth a true and complete list of all real property owned leased by Wood. Wood owns in fee, and has good, valid and marketable title to, free and clear of all Liens, each property listed as being owned by it. True and correct copies of all deeds to such real property and all title reports and insurance policies relating thereto have been provided to iPrint. (c) The Wood Disclosure Schedule sets forth a true and complete list of all property leased, subleased or licensed by Wood and all real property easements, rights of way, licenses, leases and subleases to which Wood is a party or to which any real property owned by Wood is subjectCTPL. Assuming the due execution and delivery thereof by the other parties thereto, all such real property leases, subleases and licenses leases are in full force and effect and valid, binding and enforceable against CTPL in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, and (ii) general principles of equity. True and correct copies of all such of real property leases and subleases have been provided to iPrintMitoKor and Mimotopes.

Tangible Assets and Real Property. (a) Wood NVC owns or leases all tangible assets and properties which are material to necessary for the conduct of its business as currently conducted or which are reflected on the Wood NVC Balance Sheet or acquired since the Wood date of the NVC Balance Sheet Date (the "Wood Material Tangible Assets"). The Wood Material Tangible Assets ----------------------------- are in good operating condition and repair. Wood repair except for wear and tear in the ordinary course. (b) NVC has good and marketable title to all Wood Material Tangible Assets that it owns (except properties, interests in properties and assets sold or otherwise disposed of since the Wood Balance Sheet Date in the ordinary course of business)owns, free and clear of all Liensmortgages, liens, pledges, charges or encumbrances of any kind or character, except for Liens liens for current taxes not yet due and payable, except as set forth on Schedule 2.8(b). NVC has performed all the obligations required to be performed by it with respect to all Material Tangible Assets leased by it through the date hereof. (c) Assuming the due execution and delivery thereof by the other parties thereto, all leases of Wood Material Tangible Assets to which Wood NVC is a party are in full force and effect and are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or bankruptcy laws and other similar laws affecting or relating to creditors' rights generally, generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. The Wood Disclosure Schedule sets forth a true and correct list of all such leases, and true True and correct copies of all such leases have been provided to iPrintNPI. (bd) NVC owns no real property. The Wood NVC Disclosure Schedule sets forth a true and complete list of all real property owned leased by Wood. Wood owns in fee, and has good, valid and marketable title to, free and clear of all Liens, each property listed as being owned by it. True and correct copies of all deeds to such real property and all title reports and insurance policies relating thereto have been provided to iPrint. (c) The Wood Disclosure Schedule sets forth a true and complete list of all property leased, subleased or licensed by Wood and all real property easements, rights of way, licenses, leases and subleases to which Wood is a party or to which any real property owned by Wood is subjectNVC. Assuming the due execution and delivery thereof by the other parties thereto, all such real property leases, subleases and licenses leases are in full force and effect and are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or bankruptcy laws and other similar laws affecting or relating to creditors' rights generally, generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. True and correct copies of all such of real property leases and subleases have been provided to iPrintNPI.

Tangible Assets and Real Property. (a) Wood Paracer owns or leases all tangible assets and properties which are material necessary to the conduct of its business as currently conducted or which are reflected on the Wood Paracer Balance Sheet or acquired since the Wood Balance Sheet Date (the "Wood Material Tangible Assets"). The Wood Material Paracer Disclosure Schedule lists all Tangible Assets ----------------------------- that are not located at Paracer's facility in Santa Clara, California. The Tangible Assets are in good operating condition and repair, subject to ordinary wear and tear. Wood Paracer has good and marketable title to all Wood Material of the Tangible Assets that it owns (except properties, interests in properties and assets sold or otherwise disposed of since the Wood Paracer Balance Sheet Date in the ordinary course of business), free and clear of all Liens, except for Liens for current taxes not yet due and payable. Assuming the due execution and delivery thereof by the other parties thereto, all leases of Wood Material Tangible Assets to which Wood Paracer is a party are in full force and effect and valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, (ii) rules of law and equity governing specific performance, injunctive relief and other equitable remedies, and (iiiii) general principles of equity. The Wood Paracer Disclosure Schedule sets forth a true and correct list of all such leases, and true and correct copies of all such leases have been provided to iPrintStratos. (b) Paracer owns no real property. The Wood Paracer Disclosure Schedule sets forth a true and complete list of all real property owned leased by Wood. Wood owns in fee, and has good, valid and marketable title to, free and clear of all Liens, each property listed as being owned by it. True and correct copies of all deeds to such real property and all title reports and insurance policies relating thereto have been provided to iPrint. (c) The Wood Disclosure Schedule sets forth a true and complete list of all property leased, subleased or licensed by Wood and all real property easements, rights of way, licenses, leases and subleases to which Wood is a party or to which any real property owned by Wood is subjectParacer. Assuming the due execution and delivery thereof by the other parties thereto, all such real property leases, subleases and licenses leases are in full force and effect and valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, (ii) rules of law and equity governing specific performance, injunctive relief and other equitable remedies, and (iiiii) general principles of equity. True and correct copies all such of real property leases and subleases have been provided to iPrintStratos.

Tangible Assets and Real Property. (a) Wood Transwave owns or leases all tangible assets and properties which are material to the conduct of its business as currently conducted or which are reflected on the Wood Transwave Balance Sheet or acquired since the Wood Balance Sheet Date (the "Wood Material Tangible Assets"). The Wood Material Tangible Assets ----------------------------- are in good operating condition and repair. Wood Transwave has good and marketable title to all Wood Material Tangible Assets that it owns (except properties, interests in properties and assets sold or otherwise disposed of since the Wood Transwave Balance Sheet Date in the ordinary course of business), free and clear of all Liens, except for Liens for current taxes not yet due and payable. Assuming the due execution and delivery thereof by the other parties thereto, all leases of Wood Material Tangible Assets to which Wood Transwave is a party are in full force and effect and valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, and (ii) general principles of equity. The Wood Transwave Disclosure Schedule sets forth a true and correct list of all such leases, and true and correct copies of all such leases have been provided to iPrintFinisar. (b) Transwave owns no real property. The Wood Transwave Disclosure Schedule sets forth a true and complete list of all real property owned leased by Wood. Wood owns in fee, and has good, valid and marketable title to, free and clear of all Liens, each property listed as being owned by it. True and correct copies of all deeds to such real property and all title reports and insurance policies relating thereto have been provided to iPrint. (c) The Wood Disclosure Schedule sets forth a true and complete list of all property leased, subleased or licensed by Wood and all real property easements, rights of way, licenses, leases and subleases to which Wood is a party or to which any real property owned by Wood is subjectTranswave. Assuming the due execution and delivery thereof by the other parties thereto, all such real property leases, subleases and licenses leases are in full force and effect and valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, and (ii) general principles of equity. True and correct copies all such of real property leases and subleases have been provided to iPrintFinisar.

Tangible Assets and Real Property. (a) Wood owns or leases Except as set forth in Part 4.6(a) of the Disclosure Letter, all of the material tangible assets used by the Subsidiaries are located at the Facilities, are in operating condition and properties which repair and free of material defects and are not in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or costs. Except as set forth on Part 4.6(a) of the Disclosure Letter, all of the material tangible assets are either owned by either Subsidiary or held under a lease. All such material leases are valid and in full force and effect and neither the Subsidiaries, nor to the conduct knowledge of its business Seller, any other party thereto, is in default under any of such leases and no event has occurred which with the giving of notice or the passage of time or both could constitute a default under any of such leases. All leases for material tangible assets used by the Subsidiaries with Affiliates and related parties, if any, are identified as currently conducted or such on Part 4.6(a) of the Disclosure Letter, and carry terms and conditions no less favorable nor more favorable in all material respects to the Subsidiaries than those which are reflected on could have obtained in arm's-length transactions with unrelated third parties. (b) Neither of the Wood Balance Sheet or acquired since Subsidiaries owns any real property. Part 4.6(b) of the Wood Balance Sheet Date Disclosure Letter sets forth all of the leasehold and other interests in real property used in connection with the Business (the "Wood Material Tangible AssetsFacilities") and the leases or other agreements under which the Facilities are used (the "Facilities Leases"). The Wood Material Tangible Assets ----------------------------- are in good operating condition and repair. Wood has good and marketable title to all Wood Material Tangible Assets that it owns (except properties, interests in properties and assets sold or otherwise disposed of since the Wood Balance Sheet Date in the ordinary course of business), free and clear of all Liens, except for Liens for current taxes not yet due and payable. Assuming the due execution and delivery thereof by the other parties thereto, all leases of Wood Material Tangible Assets to which Wood is a party Facilities Leases are in full force and effect and validno default by the Subsidiaries or, binding to the knowledge of Seller, by any other party thereto has occurred and enforceable is continuing under any of the Facilities Leases. Either of the Subsidiaries (and not the Seller or its Affiliates) are the lessees under the Facilities Leases. To the knowledge of Seller except as set forth in Part 4.6(b) of the Disclosure Letter: (i) Each of the Subsidiaries has all easements and rights necessary to conduct the Business on or at the Facilities as presently conducted; (ii) No portion of the Facilities is subject to any pending condemnation proceeding or proceeding by any public or quasi-public authority materially adverse to the Facilities and there is no threatened condemnation or proceeding with respect to the Facilities; (iii) The buildings and fixtures located on the Facilities including, without limitation, heating, ventilation, mechanical, electrical, sewer, sprinkler and air conditioning systems, roof, foundation and floors (the "Building and Fixtures"), have been properly maintained and are in operating condition in each case in all material respects. The Building and Fixtures are in operating condition in each case in all material respects, are substantially fit for the purposes for which they are being utilized and are not in need of any material repair or replacement; (iv) The Facilities (or the use, occupancy and ownership thereof) do not violate in any material respect any zoning, subdivision, health, safety, handicapped persons, landmark preservation, wetlands preservation, building, land use or other ordinances, laws, codes or regulations or any covenants, restrictions or other documents of record (including the Americans with Disabilities Act), nor, has any such violation been claimed by, nor has any notice of any violation been issued to Seller or either of the Subsidiaries by any governmental, public or quasi-public authority; (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 any portion of the Facilities used exclusively by either Subsidiary; and (vi) The Facilities are supplied with utilities and other services necessary for the operation of the Business as presently conducted, and all such services are adequate to conduct that portion of the Business presently conducted at the Facilities and are in accordance with their respective termsall laws, ordinances, rules and regulations applicable to each of the Subsidiaries or the Facilities, except where failure to comply with such laws, ordinances, rules and regulations would not have individually or in the aggregate a material adverse effect on either of the Subsidiaries or in the operations of the Business as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, and (ii) general principles of equity. The Wood Disclosure Schedule sets forth a true and correct list of all such leases, and true and correct copies of all such leases have been provided to iPrintpresently conducted. (b) The Wood Disclosure Schedule sets forth a true and complete list of all real property owned by Wood. Wood owns in fee, and has good, valid and marketable title to, free and clear of all Liens, each property listed as being owned by it. True and correct copies of all deeds to such real property and all title reports and insurance policies relating thereto have been provided to iPrint. (c) The Wood Disclosure Schedule sets forth a true and complete list of all property leased, subleased or licensed by Wood and all real property easements, rights of way, licenses, leases and subleases to which Wood is a party or to which any real property owned by Wood is subject. Assuming the due execution and delivery thereof by the other parties thereto, all such real property leases, subleases and licenses are in full force and effect and valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, and (ii) general principles of equity. True and correct copies all such of real property leases and subleases have been provided to iPrint.

Tangible Assets and Real Property. (a) Wood The Company owns or leases all tangible assets and properties which are material to used in the conduct of its business as currently conducted or which are reflected on the Wood Company Balance Sheet or acquired since the Wood date of the Company Balance Sheet Date (the "Wood Material Tangible AssetsTANGIBLE ASSETS"). The Wood Material Tangible Assets ----------------------------- are in good operating condition and repair, normal wear and tear excepted. Wood The Company has good valid and marketable title to all Wood Material Tangible Assets that it owns (except properties, interests in properties and assets sold or otherwise disposed of since the Wood date of the Company Balance Sheet Date in the ordinary course of business), free and clear of all Liensmortgages, liens, pledges, charges or encumbrances of any kind or character, except as reflected in the Company Financial Statements and except for Liens liens for current taxes Taxes not yet due and payable. Assuming the due execution and delivery thereof by the other parties thereto, all leases of Wood Material Tangible Assets ("PERSONAL PROPERTY LEASES") to which Wood the Company is a party are in full force and effect and valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, and (ii) general principles of equity. The Wood Company Disclosure Schedule sets forth a true and correct list of all such leasesPersonal Property Leases, and true and correct copies of all such leases Personal Property Leases have been provided made available to iPrintParent. (b) The Wood Company Disclosure Schedule sets forth a true and complete list of all real property owned by Woodthe Company (the "OWNED PROPERTY"). Wood owns in fee, and With respect to the Owned Property: (i) Seller has good, valid good and marketable title toto the Owned Property, and, except as set forth on the Company Disclosure Schedule, free and clear of any mortgage, lien, pledge, change, easement, covenant, or other encumbrance or restriction, except for installments of 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, to the knowledge of the Company threatened condemnation proceedings, lawsuits, or administrative actions relating to the Owned Property or other matters affecting materially and adversely the current use, occupancy, or value thereof; (iii) the legal description of the Owned Property contained in the deed thereof describes such parcel fully and adequately, the buildings and improvements are located within the boundary lines of the described 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 which may burden the land, and the land does not serve any adjoining property for any purpose inconsistent with the use of the land, 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) except as set forth on the Company Disclosure Schedule, 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 parcel of Owned Property; (v) there are no outstanding options or rights of first refusal to purchase the Owned Property, or any portion thereof or interest therein; and (vi) all Liensfacilities located on the Owned Property are supplied with utilities and other services necessary for the operation of such facilities, each property listed as being owned by it. True including gas, electricity, water, telephone, sanitary sewer, and correct copies storm sewer, all of which services are adequate in accordance with all deeds to such real property applicable laws, ordinances, rules, and all title reports regulations and insurance policies relating thereto have been are provided to iPrintvia public roads or via permanent, irrevocable, appurtenant easements benefiting the Owned Property. (c) The Wood Company Disclosure Schedule sets forth a true and complete list of all property leased, subleased or licensed by Wood and all real property easements, rights of way, licenses, leases and subleases to which Wood is a party or to which any real property owned leased by Wood is subjectthe Company. Assuming the due execution and delivery thereof by the other parties thereto, all such real property leases, subleases and licenses leases (the "LEASES") are in full force and effect and valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, and (ii) general principles of equity. True and correct copies all such of real property leases and subleases Leases have been provided made available to iPrintParent.

Tangible Assets and Real Property. (a) Wood owns or leases all tangible assets and properties which are material to the conduct of its business as currently conducted or which are reflected on the Wood Balance Sheet or acquired since the Wood Balance Sheet Date (the "Wood Material Tangible AssetsWOOD MATERIAL TANGIBLE ASSETS"). The Wood Material Tangible Assets ----------------------------- are in good operating condition and repair. Wood has good and marketable title to all Wood Material Tangible Assets that it owns (except properties, interests in properties and assets sold or otherwise disposed of since the Wood Balance Sheet Date in the ordinary course of business), free and clear of all Liens, except for Liens for current taxes not yet due and payable. Assuming the due execution and delivery thereof by the other parties thereto, all leases of Wood Material Tangible Assets to which Wood is a party are in full force and effect and valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, and (ii) general principles of equity. The Wood Disclosure Schedule sets forth a true and correct list of all such leases, and true and correct copies of all such leases have been provided to iPrint. (b) The Wood Disclosure Schedule sets forth a true and complete list of all real property owned by Wood. Wood owns in fee, and has good, valid and marketable title to, free and clear of all Liens, each property listed as being owned by it. True and correct copies of all deeds to such real property and all title reports and insurance policies relating thereto have been provided to iPrint. (c) The Wood Disclosure Schedule sets forth a true and complete list of all real property leased, subleased or licensed by Wood and all real property easements, rights of way, licenses, leases and subleases to which Wood is a party or to which any real property owned by Wood is subject. Assuming the due execution and delivery thereof by the other parties thereto, all such real property leases, subleases and licenses are in full force and effect and valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, and (ii) general principles of equity. True and correct copies all such of real property leases and subleases have been provided to iPrint.

Tangible Assets and Real Property. (a) Wood Sensors owns or leases all tangible assets and properties which are material to the conduct of its business as currently conducted or which are reflected on the Wood Sensors Balance Sheet or acquired since the Wood Balance Sheet Date (the "Wood Material Tangible Assets"). The Wood Material Tangible Assets ----------------------------- are in good operating condition and repair. Wood Sensors has good and marketable title to all Wood Material Tangible Assets that it owns (except properties, interests in properties and assets sold or otherwise disposed of since the Wood Sensors Balance Sheet Date in the ordinary course of business), free and clear of all Liens, except for Liens for current taxes not yet due and payable. Assuming the due execution and delivery thereof by the other parties thereto, all leases of Wood Material Tangible Assets to which Wood Sensors is a party are in full force and effect and valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, and (ii) general principles of equity. The Wood Sensors Disclosure Schedule sets forth a true and correct list of all such leases, and true and correct copies of all such leases have been provided to iPrintFinisar. (b) Sensors owns no real property. The Wood Sensors Disclosure Schedule sets forth a true and complete list of all real property owned leased by Wood. Wood owns in fee, and has good, valid and marketable title to, free and clear of all Liens, each property listed as being owned by it. True and correct copies of all deeds to such real property and all title reports and insurance policies relating thereto have been provided to iPrint. (c) The Wood Disclosure Schedule sets forth a true and complete list of all property leased, subleased or licensed by Wood and all real property easements, rights of way, licenses, leases and subleases to which Wood is a party or to which any real property owned by Wood is subjectSensors. Assuming the due execution and delivery thereof by the other parties thereto, all such real property leases, subleases and licenses leases are in full force and effect and valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, and (ii) general principles of equity. True and correct copies all such of real property leases and subleases have been provided to iPrintFinisar.

Tangible Assets and Real Property. (a) Wood Cadis owns or leases all tangible assets and properties which are material to necessary for the conduct of its business as currently conducted or which are reflected on the Wood Cadis Balance Sheet or acquired since the Wood date of the Cadis Balance Sheet Date (the "Wood Material Tangible Assets"). The Wood Material Tangible Assets ----------------------------- are in good operating condition and repair. Wood Cadis has good and marketable title to all Wood Material Tangible Assets that it owns (except properties, interests in properties and assets sold or otherwise disposed of since the Wood date of the Cadis Balance Sheet Date in the ordinary course of business), free and clear of all Liensmortgages, liens, pledges, charges or encumbrances of any kind or character, except as reflected in the Cadis Financial Statements and except for Liens liens for current taxes not yet due and payable. Assuming the due execution and delivery thereof by the other parties thereto, all leases of Wood Material Tangible Assets to which Wood Cadis is a party are in full force and effect and valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, and (ii) general principles of equity. The Wood Cadis Disclosure Schedule sets forth a true and correct list of all such leases, and true and correct copies of all such leases have been provided to iPrintAspect. (b) Cadis owns no real property. The Wood Cadis Disclosure Schedule sets forth a true and complete list of all real property owned leased by Wood. Wood owns in fee, and has good, valid and marketable title to, free and clear of all Liens, each property listed as being owned by it. True and correct copies of all deeds to such real property and all title reports and insurance policies relating thereto have been provided to iPrint. (c) The Wood Disclosure Schedule sets forth a true and complete list of all property leased, subleased or licensed by Wood and all real property easements, rights of way, licenses, leases and subleases to which Wood is a party or to which any real property owned by Wood is subjectCadis. Assuming the due execution and delivery thereof by the other parties thereto, all such real property leases, subleases and licenses leases are in full force and effect and valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, and (ii) general principles of equity. True and correct copies all such of real property leases and subleases have been provided to iPrintAspect.

Tangible Assets and Real Property. (a) Wood Shomiti owns or leases all tangible assets and other personal properties which are material to the conduct of its business as currently conducted or which are reflected on the Wood Shomiti Balance Sheet or acquired since the Wood Balance Sheet Date (the "Wood Material Tangible Assets"). The Wood Material Tangible Assets ----------------------------- are in good operating condition and repair. Wood Shomiti has good and marketable title to all Wood Material Tangible Assets that it owns (except properties, interests in properties and assets sold or otherwise disposed of since the Wood Shomiti Balance Sheet Date in the ordinary course of business), free and clear of all Liens, except for Liens for current taxes not yet due and payable. Assuming the due authorization, execution and delivery thereof by the other parties thereto, all leases of Wood Material Tangible Assets to which Wood Shomiti is a party are in full force and effect and valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, and (ii) general principles of equity. The Wood Shomiti Disclosure Schedule sets forth a true and correct list of all such leases, and true and correct copies of all such leases have been provided to iPrintFinisar. (b) Shomiti owns no real property. The Wood Shomiti Disclosure Schedule sets forth a true and complete list of all real property owned leased by Wood. Wood owns in fee, and has good, valid and marketable title to, free and clear of all Liens, each property listed as being owned by it. True and correct copies of all deeds to such real property and all title reports and insurance policies relating thereto have been provided to iPrint. (c) The Wood Disclosure Schedule sets forth a true and complete list of all property leased, subleased or licensed by Wood and all real property easements, rights of way, licenses, leases and subleases to which Wood is a party or to which any real property owned by Wood is subjectShomiti. Assuming the due authorization, execution and delivery thereof by the other parties thereto, all such real property leases, subleases and licenses leases are in full force and effect and valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, and (ii) general principles of equity. True and correct copies all such of real property leases and subleases have been provided to iPrintFinisar.

Tangible Assets and Real Property. (a) Wood PixelCam owns or leases all tangible assets and properties which are material to necessary for the conduct of its business as currently conducted or which are reflected on the Wood PixelCam Balance Sheet or acquired since the Wood date of the PixelCam Balance Sheet Date (the "Wood Material Tangible Assets"). The Wood Material Tangible Assets ----------------------------- are in good operating condition and repair. Wood PixelCam has good and marketable title to all Wood Material Tangible Assets that it owns (except properties, interests in properties and assets sold or otherwise disposed of since the Wood date of the PixelCam Balance Sheet Date in the ordinary course of business), free and clear of all Liensmortgages, liens, pledges, charges or encumbrances of any kind or character, except as reflected in the PixelCam Financial Statements and except for Liens liens for current taxes not yet due and payable. Assuming the due execution and delivery thereof by the other parties thereto, all leases of Wood Material Tangible Assets to which Wood PixelCam is a party are in full force and effect and valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, and (ii) general principles of equity. The Wood PixelCam Disclosure Schedule sets forth a true and correct list of all such leases, and true and correct copies of all such leases have been provided to iPrintXxxxx. (b) PixelCam owns no real property. The Wood PixelCam Disclosure Schedule sets forth a true and complete list of all real property owned leased by Wood. Wood owns in fee, and has good, valid and marketable title to, free and clear of all Liens, each property listed as being owned by it. True and correct copies of all deeds to such real property and all title reports and insurance policies relating thereto have been provided to iPrint. (c) The Wood Disclosure Schedule sets forth a true and complete list of all property leased, subleased or licensed by Wood and all real property easements, rights of way, licenses, leases and subleases to which Wood is a party or to which any real property owned by Wood is subjectPixelCam. Assuming the due execution and delivery thereof by the other parties thereto, all such real property leases, subleases and licenses leases are in full force and effect and valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, and (ii) general principles of equity. True and correct copies all such of real property leases and subleases have been provided to iPrintXxxxx.