Common use of Tangible Assets Clause in Contracts

Tangible Assets. (a) The Company and its Subsidiaries have good and valid title to or valid and subsisting leasehold interests in all Fixtures and Equipment having original cost or fair market value in excess of Five Thousand Dollars ($5,000), including all such Fixtures and Equipment reflected in the Company's most recent balance sheet included in the Financial Statements and all such Fixtures and Equipment purchased or otherwise acquired by the Company or any Subsidiary since the date of such Balance Sheet. Except as set forth on SCHEDULE 4.20, none of such Fixtures and Equipment is subject to any Encumbrance except for Permitted Encumbrances and Encumbrances which, individually or in the aggregate, are not substantial in amount and do not materially detract from the value of the property or assets of the Company and its Subsidiaries taken as a whole or interfere with the present use of such property or assets (taken as a whole). The Company and each Subsidiary has in all material respects performed all the obligations required to be performed by it with respect to all such Fixtures and Equipment leased by it through the date hereof, except where the failure to perform would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. All such leases are valid, binding and enforceable with respect to the Company and its Subsidiaries in accordance with their terms and are in full force and effect. No default has occurred thereunder on the part of the Company, any Subsidiary or, to the Knowledge of the Company, any other party which default would be reasonably likely to have a Material Adverse Effect on the Company. (b) The buildings and Fixtures and Equipment of the Company and its Subsidiaries are in reasonably good operating condition and repair (except for ordinary wear and tear), with no material defects, are sufficient for the operation of the business of the Company and its Subsidiaries as presently conducted and are in conformity, in all material respects, with all Applicable Laws relating thereto currently in effect, except where the failure to conform would not have a Material Adverse Effect on the Company.

Tangible Assets. (a) The Company and its Subsidiaries have good and valid title to or valid and subsisting leasehold interests in all Fixtures and Equipment having original cost or fair market value in excess of Five Thousand Dollars ($5,000), including all such Fixtures and Equipment reflected in the Company's most recent balance sheet included in the Financial Statements and all such Fixtures and Equipment purchased or otherwise acquired by the Company or any Subsidiary since the date of such Balance Sheet. Except as set forth on SCHEDULE 4.20, none of such Fixtures and Equipment is subject to any Encumbrance except for Permitted Encumbrances and Encumbrances whichwould not, individually or in the aggregate, are not substantial reasonably be expected to have a Company Material Adverse Effect, the Company and/or one or more of its Subsidiaries have valid title to, or valid leasehold or sublease interests or other comparable contract rights in amount and do not materially detract from the value or relating to, all of the property or real properties and other tangible assets necessary for the conduct of the Company and its Subsidiaries taken as a whole or interfere with the present use business of such property or assets (taken as a whole). The Company and each Subsidiary has in all material respects performed all the obligations required to be performed by it with respect to all such Fixtures and Equipment leased by it through the date hereof, except where the failure to perform would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, as currently conducted, in each case, free and clear of all imperfections of title, restrictions, encroachments, liens and easements, except (i) liens for current Taxes not yet due and payable, that are payable without penalty or that are being contested in good faith by appropriate proceedings, (ii) such imperfections of title, restrictions, encroachments, liens and easements as do not and could not reasonably be expected to materially detract from or materially interfere with the use or value of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties and (iii) liens securing debt which are reflected on the Company Balance Sheet. All such leases There are validno written or oral subleases, binding licenses, occupancy agreements or other contractual obligations that grant the right of use or occupancy of any real property leased by the Company or any Subsidiary (collectively, the “Real Property”), and enforceable with respect to there is no person in possession of the Real Property other than the Company and its Subsidiaries in accordance with their terms and are in full force and effectSubsidiaries. No default has occurred thereunder on There is no pending, or, to the part knowledge of the Company, threatened eminent domain, condemnation or similar proceeding affecting any Subsidiary or, to Real Property leased by the Knowledge Company or a Subsidiary. To the knowledge of the Company, any other party which default would be reasonably likely to have a Material Adverse Effect on the Company. (b) The buildings material property and Fixtures and Equipment equipment of the Company and its Subsidiaries each Subsidiary that are used in reasonably the operations of business are (i) in good operating condition and repair (except for ordinary wear and tear), tear excepted) and (ii) have been maintained in accordance with no material defects, are sufficient for the operation of the business normal industry practices. Section 4.14 of the Company Disclosure Schedule lists all Real Property leased by the Company or a Subsidiary, and its Subsidiaries as presently conducted and are in conformity, in all material respects, with all Applicable Laws relating thereto currently in effect, except where neither the failure to conform would not have a Material Adverse Effect on the CompanyCompany nor any Subsidiary owns any Real Property.

Tangible Assets. (a) The Company Newport Fab LLC owns, and its Subsidiaries have has good and valid title to or valid and subsisting leasehold interests in all Fixtures and Equipment having original cost or fair market value in excess of Five Thousand Dollars the Contributed Assets ($5,000other than the Transferred Contracts), including all such Fixtures and Equipment reflected in the Company's most recent balance sheet included in the Financial Statements and all such Fixtures and Equipment purchased or otherwise acquired by the Company or any Subsidiary since the date of such Balance Sheet. Except as set forth on SCHEDULE 4.20, none of such Fixtures and Equipment is subject to any Encumbrance except for Permitted Encumbrances and Encumbrances which, individually or in the aggregate, are not substantial in amount and do not materially detract from the value Part 2.2(a) of the property or assets Conexant Disclosure Schedule, all of the Company Contributed Assets owned by Newport Fab LLC are owned free and its Subsidiaries taken as a whole clear of any Encumbrances, other than Permitted Encumbrances. Part 2.2(b) of the Conexant Disclosure Schedule identifies all of the Contributed Assets that are leased or interfere with licensed to the present use of such property or assets (taken as a whole). The Company and each Subsidiary has in all material respects performed all the obligations required to be performed by it with respect to all such Fixtures and Equipment leased by it through the date hereof, except where the failure to perform would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a wholeConexant group Companies. All such leases are valid, binding and enforceable with respect to the Company and its Subsidiaries material Tangible Personal Property is in accordance with their terms and are in full force and effect. No default has occurred thereunder on the part of the Company, any Subsidiary or, to the Knowledge of the Company, any other party which default would be reasonably likely to have a Material Adverse Effect on the Company. (b) The buildings and Fixtures and Equipment of the Company and its Subsidiaries are in reasonably good operating condition and repair (except for ordinary wear and tear), with no material defects, are sufficient for the operation of the business of the Company and its Subsidiaries as presently conducted and are in conformity, in all material respects, subject to normal wear and tear. No Conexant Group Company has any agreement with all Applicable Laws relating thereto currently in effectany other Person to sell or otherwise transfer any of the Contributed Assets or any line of business or material asset required for the performance of Conexant’s obligations under the Transactional Agreements, except where for any sales or transfers of finished goods. The Tangible Personal Property, collectively with any tangible personal property owned by the failure Conexant Group Companies and used in the provision of services to conform would not have a Material Adverse Effect be provided to the Specialtysemi Group Companies pursuant to the Transition Services Agreement and the IT Services Agreement, constitute all of the material tangible personal property used by the Conexant Group Companies and the Transferred Employees in the ordinary course of conduct of the Wafer Fabrication Operations. Since January 1, 2001, except as otherwise set forth in Part 2.2(c) of the Conexant Disclosure Schedule, no Conexant Group Company has (i) sold, transferred or conveyed any material tangible personal property used in the ordinary course of conduct of the Wafer Fabrication Operations, or (ii) removed any material items of tangible personal property from the blue shaded areas on the Companyfloor plan building schematics for Buildings 503 and 505 located at 0000 Xxxxxxxx Xxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx attached hereto as Schedule 1.1(a)(i)(2), in each case, other than the sale of finished goods (and the raw materials and inventory comprising the finished goods) in the ordinary course of business and the disposition of obsolete or worn-out equipment.

Tangible Assets. (a) The Company and its Subsidiaries have good and valid title to or valid and subsisting leasehold interests in all Fixtures and Equipment having original cost or fair market value in excess of Five Thousand Dollars ($5,000), including all such Fixtures and Equipment reflected in the Company's most recent balance sheet included in the Financial Statements and all such Fixtures and Equipment purchased or otherwise acquired by the Company or any Subsidiary since the date of such Balance Sheet. Except as set forth on SCHEDULE 4.20, none of such Fixtures and Equipment is subject to any Encumbrance except for Permitted Encumbrances and Encumbrances whichwould not, individually or in the aggregate, have a Company Material Adverse Effect, the Company or one of its Subsidiaries has good title to all the tangible properties and assets that (i) were reflected in the balance sheet included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 included in the SEC Reports as being owned by the Company or one of its Subsidiaries (except assets sold or otherwise disposed of since the date thereof in the ordinary course of business), or (ii) were acquired by the Company or one of its Subsidiaries after the date of such balance sheet and have not been sold or otherwise disposed of in the ordinary course of business, in each case, free and clear of all claims, liens, charges, security interests or encumbrances of any nature whatsoever (collectively, “Liens”), except (A) Liens for Taxes not yet due and payable or, if due, not delinquent or being contested in good faith by appropriate proceedings, (B) mechanics’, materialmen’s, workers’, landlords’, and other statutory Liens with respect to liabilities that are not substantial yet due and payable or, if due, are not delinquent or are being contested in amount good faith by appropriate proceedings, (C) such imperfections or irregularities of title, claims, liens, charges, security interests, easements, covenants and other restrictions or encumbrances as do not materially detract from adversely affect the value or use of the property properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (D) mortgages, deeds of trust, security interests or other encumbrances and liens securing, or related to, indebtedness reflected on the consolidated financial statements of the Company (the items set forth in clauses (A), (B), (C) and (D) collectively being referred to herein as “Permitted Encumbrances”). (b) Section 4.12(b) of the Company Disclosure Schedule sets forth a true and complete list of (i) each parcel of real property occupied by the Company or any of its Subsidiaries taken pursuant to a lease, sublease, license or similar agreement (individually or collectively, as a whole the context may dictate, the “Leased Real Property”), (ii) the address for each such Leased Real Property, and (iii) an identification of the applicable lease, sublease, license or interfere with other agreement therefor and any and all amendments, modifications and side letters relating thereto (collectively, the present use of such property or assets (taken as a whole“Leases”). The Company and each Subsidiary has Except as would not, individually or in all material respects performed all the obligations required to be performed by it with respect to all such Fixtures and Equipment leased by it through the date hereofaggregate, except where the failure to perform would not have a Company Material Adverse Effect on the Company and its SubsidiariesEffect, taken as a whole. All such leases are valid, binding and enforceable with respect to the Company and its Subsidiaries in accordance with their terms and are (A) each Lease is in full force and effect. No default has occurred thereunder effect and is valid and binding on the part Company or its Subsidiary that is party thereto and, to the knowledge of the Company, each other party thereto; (B) there currently exists no uncured breach or default under any Lease by the Company or its Subsidiary that is party thereto or, to the Knowledge knowledge of the Company, any other party which thereto; (C) no event has occurred that with or without the lapse of time or the giving of notice or both would constitute a breach or default would be reasonably likely under any Lease by the Company or its Subsidiary that is a party thereto or, to have a Material Adverse Effect on the knowledge of the Company, any other party thereto; (D) the Company or its Subsidiaries that is either the tenant or licensee, as applicable, named under each Lease has a good and valid leasehold interest in the Leased Real Property which is subject to such lease; and (E) to the knowledge of the Company, there are no pending or threatened condemnation proceedings related to any of the Leased Real Property. (bc) The buildings Section 4.12(c) of the Company Disclosure Schedule sets forth a true and Fixtures complete list of all real property owned in fee by the Company or any of its Subsidiaries (individually or collectively, as the context may dictate, the “Owned Real Property”) and Equipment the address of each such Owned Real Property. Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, (i) the Company or one of its Subsidiaries has good title to the Owned Real Property and to all of the buildings, structures and other improvements thereon free and clear of all Liens, except for Permitted Encumbrances; (ii) there are no outstanding agreements, options, rights of first offer or rights of first refusal on the part of any Person to purchase any Owned Real Property; and (iii) there are no pending or, to the knowledge of the Company, threatened condemnation proceedings related to any of the Owned Real Property. (d) There are no leases, subleases, licenses or similar agreements granting to any Person other than the Company and its Subsidiaries the right of use or occupancy of any material portion of the Owned Real Property or the Leased Real Property. Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, to the knowledge of the Company, all of the buildings, structures and other improvements located at each parcel of the Owned Real Property and the Leased Real Property are in reasonably good operating condition adequate and repair (except for ordinary wear and tear), with no material defects, are sufficient suitable for the operation of the business of the Company and its Subsidiaries as presently conducted and purposes for which they are in conformity, in all material respects, with all Applicable Laws relating thereto currently in effect, except where the failure to conform would not have a Material Adverse Effect on the Companybeing used.

Tangible Assets. (a) The Company and its Subsidiaries have good and valid title to or valid and subsisting leasehold interests in all Fixtures and Equipment having original cost or fair market value in excess of Five Thousand Dollars ($5,000), including all such Fixtures and Equipment reflected in the Company's most recent balance sheet included in the Financial Statements and all such Fixtures and Equipment purchased or otherwise acquired by the Company or any Subsidiary since the date of such Balance Sheet. Except as set forth on SCHEDULE 4.20, none of such Fixtures and Equipment is subject to any Encumbrance except for Permitted Encumbrances and Encumbrances whichwould not, individually or in the aggregate, are not substantial reasonably be expected to have a Company Material Adverse Effect, the Company and/or one or more of its Subsidiaries have valid title to, or valid leasehold or sublease interests or other comparable contract rights in amount and do not materially detract from the value or relating to, all of the property or real properties and other tangible assets necessary for the conduct of the Company and its Subsidiaries taken as a whole or interfere with the present use business of such property or assets (taken as a whole). The Company and each Subsidiary has in all material respects performed all the obligations required to be performed by it with respect to all such Fixtures and Equipment leased by it through the date hereof, except where the failure to perform would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, as currently conducted, in each case, free and clear of all imperfections of title, restrictions, encroachments, liens and easements, except (i) liens for current Taxes not yet due and payable, that are payable without penalty or that are being contested in good faith by appropriate proceedings, (ii) such imperfections of title, restrictions, encroachments, liens and easements as do not and could not reasonably be expected to materially detract from or materially interfere with the use or value of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties and (iii) liens securing debt which are reflected on the Company Balance Sheet. All such leases There are validno written or oral subleases, binding licenses, occupancy agreements or other contractual obligations that grant the right of use or occupancy of any real property leased by the Company or any Subsidiary (collectively, the “Real Property”), and enforceable with respect to there is no person in possession of the Real Property other than the Company and its Subsidiaries in accordance with their terms and are in full force and effectSubsidiaries. No default has occurred thereunder on the part of the CompanyThere is no pending, any Subsidiary or, to the Knowledge of the Company, threatened eminent domain, condemnation or similar proceeding materially affecting any other party which default would be reasonably likely to have Real Property leased by the Company or a Material Adverse Effect on Subsidiary. To the Knowledge of the Company. (b) The buildings , the material property and Fixtures and Equipment equipment of the Company and its Subsidiaries each Subsidiary that are used in the operations of business are in reasonably all material respects (i) in good operating condition and repair (except for ordinary wear and tear), tear excepted) and (ii) have been maintained in accordance with no material defects, are sufficient for the operation of the business normal industry practices. Section 3.15 of the Company Disclosure Schedule lists all Real Property leased by the Company or a Subsidiary, and its Subsidiaries as presently conducted and are in conformity, in all material respects, with all Applicable Laws relating thereto currently in effect, except where neither the failure to conform would not have a Material Adverse Effect on the CompanyCompany nor any Subsidiary owns any Real Property.

Tangible Assets. (ai) Neither the Company nor any of its Subsidiaries owns any real property. Section 5.1(q) of the Company Disclosure Letter lists (A) all real property leased by the Company or any of its Subsidiaries from a third Person and (B) the identity of the lessor and lessee of each such parcel of real property. The Company has made available to Parent and Merger Sub copies of the leases set forth in Section 5.1(q) of the Company Disclosure Letter (“Real Property Lease”). No consent of any lessor under any Real Property Lease is required to consummate the transactions contemplated hereby. Each Real Property Lease is in full force and effect and constitutes a valid and binding obligation of the Company and/or one or more of its Subsidiaries. No material default exists on the part of any of the Company or any of its Subsidiaries that is party to any material Real Property Lease or, to the knowledge of the Company, any lessor that is party to any material Real Property Lease. (ii) The Company and its Subsidiaries have good and (A) valid title to or valid and subsisting leasehold interests in (in the case of leasehold interests in personal property) or (B) good title to (in the case of all Fixtures and Equipment having original cost or fair market value in excess of Five Thousand Dollars ($5,000other personal property), including all such Fixtures of their respective personal property, free and Equipment reflected in the Company's most recent balance sheet included in the Financial Statements clear of all Encumbrances other than Permitted Encumbrances. The assets, and all such Fixtures and Equipment purchased properties owned, leased or otherwise acquired licensed by the Company or any Subsidiary since the date of and such Balance Sheet. Except as set forth on SCHEDULE 4.20Subsidiaries include all assets, none of such Fixtures properties and Equipment is subject interests in properties (tangible and intangible) reasonably necessary to any Encumbrance except for Permitted Encumbrances and Encumbrances which, individually or in the aggregate, are not substantial in amount and do not materially detract from the value of the property or assets of enable the Company and its the Subsidiaries taken as a whole or interfere with the present use of such property or assets (taken as a whole). The Company and each Subsidiary has in all material respects performed all the obligations required to be performed by it with respect to all such Fixtures and Equipment leased by it through the date hereof, except where the failure to perform would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. All such leases are valid, binding and enforceable with respect to the Company and its Subsidiaries in accordance with their terms and are in full force and effect. No default has occurred thereunder on the part of the Company, any Subsidiary or, to the Knowledge of the Company, any other party which default would be reasonably likely to have a Material Adverse Effect carry on the Company. (b) The buildings and Fixtures and Equipment ’s business as presently conducted. All of the Company and its Subsidiaries are such tangible personal property is in reasonably good operating condition and repair (except for repair, ordinary wear and tear)tear excepted, with no material defects, are sufficient for and is usable in the operation ordinary course of the business of the Company and its Subsidiaries as presently conducted and are in conformity, in all material respects, with all Applicable Laws relating thereto currently in effect, except where the failure to conform would not have a Material Adverse Effect on the Companydate hereof.

Tangible Assets. (a) The Company and its Subsidiaries have good and valid title to or valid and subsisting leasehold interests in all Fixtures and Equipment having original cost or fair market value in excess of Five Thousand Dollars ($5,000), including all such Fixtures and Equipment reflected in the Company's most recent balance sheet included in the Financial Statements and all such Fixtures and Equipment purchased or otherwise acquired by the Company or any Subsidiary since the date of such Balance Sheet. Except as set forth on SCHEDULE 4.20, none of such Fixtures and Equipment is subject to any Encumbrance except for Permitted Encumbrances and Encumbrances whichwould not, individually or in the aggregate, are not substantial reasonably be expected to have a Company Material Adverse Effect, the Company and/or one or more of its Subsidiaries have valid title to, or valid leasehold or sublease interests or other comparable contract rights in amount and do not materially detract from the value or relating to, all of the property or real properties and other tangible assets necessary for the conduct of the Company and its Subsidiaries taken as a whole or interfere with the present use business of such property or assets (taken as a whole). The Company and each Subsidiary has in all material respects performed all the obligations required to be performed by it with respect to all such Fixtures and Equipment leased by it through the date hereof, except where the failure to perform would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, as currently conducted, in each case, free and clear of all imperfections of title, restrictions, encroachments, liens and easements, except (i) liens for current Taxes not yet due and payable, that are payable without penalty or that are being contested in good faith by appropriate proceedings, (ii) such imperfections of title, restrictions, encroachments, liens and easements as do not and could not reasonably be expected to materially detract from or materially interfere with the use or value of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties and (iii) liens securing debt which are reflected on the Company Balance Sheet. All such leases There are validno written or oral subleases, binding licenses, occupancy agreements or other contractual obligations that grant the right of use or occupancy of any real property leased by the Company or any Subsidiary (collectively, the “Real Property”), and enforceable with respect to there is no person in possession of the Real Property other than the Company and its Subsidiaries in accordance with their terms and are in full force and effectSubsidiaries. No default has occurred thereunder on the part of the CompanyThere is no pending, any Subsidiary or, to the Knowledge of the Company, threatened eminent domain, condemnation or similar proceeding materially affecting any other party which default would be reasonably likely to have Real Property leased by the Company or a Material Adverse Effect on Subsidiary. To the Knowledge of the Company. (b) The buildings , the material property and Fixtures and Equipment equipment of the Company and its Subsidiaries each Subsidiary that are used in the operations of business are in reasonably all material respects (i) in good operating condition and repair (except for ordinary wear and tear), tear excepted) and (ii) have been maintained in accordance with no material defects, are sufficient for the operation of the business normal industry practices. Section 4.14 of the Company Disclosure Schedule lists all Real Property leased by the Company or a Subsidiary, and its Subsidiaries as presently conducted and are in conformity, in all material respects, with all Applicable Laws relating thereto currently in effect, except where neither the failure to conform would not have a Material Adverse Effect on the CompanyCompany nor any Subsidiary owns any Real Property.

Tangible Assets. (a) The Company and its Subsidiaries have good and valid title Disclosure Schedule lists all leases of personal property (“Personal Property Leases”) relating to or valid and subsisting leasehold interests in all Fixtures and Equipment having original cost or fair market value in excess of Five Thousand Dollars ($5,000), including all such Fixtures and Equipment reflected personal property used in the Company's most recent balance sheet included in the Financial Statements and all such Fixtures and Equipment purchased or otherwise acquired by the Company or any Subsidiary since the date of such Balance Sheet. Except as set forth on SCHEDULE 4.20, none of such Fixtures and Equipment is subject to any Encumbrance except for Permitted Encumbrances and Encumbrances which, individually or in the aggregate, are not substantial in amount and do not materially detract from the value of the property or assets business of the Company and its Subsidiaries taken as currently conducted or proposed to be conducted or to which the Company is a whole party or interfere with by which the present use properties of such property or assets (taken as a whole)the Company are bound. The Company has delivered or otherwise made available to Parent true, correct and each Subsidiary has in all material respects performed all the obligations required to be performed by it with respect to all such Fixtures and Equipment leased by it through the date hereof, except where the failure to perform would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. All such leases are valid, binding and enforceable with respect to the Company and its Subsidiaries in accordance with their terms and are in full force and effect. No default has occurred thereunder on the part complete copies of the CompanyPersonal Property Leases, any Subsidiary ortogether with all amendments, to the Knowledge of the Company, any other party which default would be reasonably likely to have a Material Adverse Effect on the Companymodifications or supplements thereto. (b) The buildings Company has a valid leasehold interest under each of the Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and Fixtures similar laws affecting creditors’ rights and Equipment remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no default under any Personal Property Lease by the Company or by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder, and the Company and each other party thereto is in compliance with all obligations of the Company or such other party, as the case may be, thereunder. (c) The Company has good and marketable title to its Subsidiaries property and assets as of the date hereof (which include, without limitation, all of the items of tangible personal property reflected in the Balance Sheet), free and clear of any and all Liens other than the Permitted Encumbrances. All tangible personal property of the Company, and all of the items of tangible personal property used by the Company under the Personal Property Leases, are in reasonably good operating condition and in a state of good maintenance and repair (except for ordinary wear and tear), with no material defects, tear excepted) and are sufficient suitable for the operation purposes used. The Company's assets include all assets, rights and interests reasonably required for the continued conduct of the business of the Company and its Subsidiaries as presently currently conducted and are in conformity, in all material respects, with all Applicable Laws relating thereto currently in effect, except where the failure or proposed to conform would not have a Material Adverse Effect on the Companybe conducted.

Tangible Assets. (a) The Company has delivered to Parent a correct and its Subsidiaries have good and valid title to or valid and subsisting leasehold interests in complete list of all Fixtures and Equipment having original cost or fair market value in excess the tangible Assets of Five Thousand Dollars ($5,000), including all such Fixtures and Equipment reflected in the Company's most recent balance sheet included in the Financial Statements and all such Fixtures and Equipment purchased or otherwise acquired by the Company or any Subsidiary since the date of such Balance SheetGroup. Except as set forth on SCHEDULE 4.20Schedule 4.15(a), none of such Fixtures and Equipment is subject to any Encumbrance except for Permitted Encumbrances and Encumbrances which, individually or in the aggregate, are not substantial in amount and do not materially detract from the value of the property or assets each member of the Company Group owns and has good and marketable title or leases and has good leasehold title to all the tangible property and Assets necessary for the conduct of its Subsidiaries taken business as a whole or interfere with presently conducted and as proposed to be conducted, including, but not limited to, the present use Assets described on the list of such property or assets (taken as a whole)tangible Assets delivered to Parent. The Company Group has paid all Taxes due or incurred upon the purchase of such Assets, and each Subsidiary has the Company shall make available to Parent following the Closing all original invoices in the possession of the Company Group memorializing the purchase of such Assets and other documentation of any type memorializing the incurrence and payment of any and all material respects performed all the obligations required to be performed by it with respect to all such Fixtures and Equipment leased by it through the date hereof, except where the failure to perform would not have a Material Adverse Effect Taxes on the purchase of such Assets. The Company and its Subsidiaries, taken as a whole. All such leases are valid, binding and enforceable with respect to the Company and its Subsidiaries has no Knowledge of any defects (determined in accordance with their terms normal industry practice) in any of the tangible Assets, and the tangible Assets are in full force good operating condition and effectrepair. No default has occurred thereunder There are no Security Interests on the part any of the Company, any Subsidiary or, to the Knowledge Assets of the Company, any other party which default would be reasonably likely to have a Material Adverse Effect on the Company. (b) The buildings Company has delivered to Parent a correct and Fixtures and complete list, as of September 30, 2010, of all the Rental Equipment of the Company Group categorized by current location. None of the Rental Equipment is subject to any outstanding purchase option. To the Knowledge of the Company, the Rental Equipment is and its Subsidiaries are has always been used in reasonably good operating condition and repair (except the manner for ordinary wear and tear)which the Rental Equipment was designed, with no material defects, are sufficient manufactured and/or assembled. All such Rental Equipment is suitable for the operation of the business purposes for which each member of the Company Group has stated in writing to its customers it is intended to be utilized in the Ordinary Course of Business. All of the Rental Equipment is merchantable and its Subsidiaries fit for the purpose for which it was procured or manufactured, and none of the Rental Equipment is (i) slow-moving other than in the Ordinary Course of Business, or (ii) obsolete, damaged or defective, subject to any reserve for inventory write-down set forth in the Balance Sheet as presently conducted adjusted for passage of time through the Closing Date in accordance with past custom and are in conformity, practice of the Company Group. The Company has delivered to Parent the form of rental agreement used in all material respects, transactions (except as noted on Schedule 4.15(b)) with all Applicable Laws relating thereto currently in effect, except where respect to the failure to conform would not have a Material Adverse Effect on the CompanyRental Equipment.

Tangible Assets. (a) The Company and its Subsidiaries have good and valid title to or valid and subsisting leasehold interests in all Fixtures and Equipment having original cost or fair market value in excess of Five Thousand Dollars ($5,000), including all such Fixtures and Equipment reflected in the Company's most recent balance sheet included in the Financial Statements and all such Fixtures and Equipment purchased or otherwise acquired by the Company or any Subsidiary since the date of such Balance Sheet. Except as set forth on SCHEDULE 4.20, none of such Fixtures and Equipment is subject to any Encumbrance except for Permitted Encumbrances and Encumbrances which, individually or in the aggregate, are not substantial in amount and do not materially detract from the value Section ‎3.7 of the property or assets Disclosure Schedule, each of the Company and each applicable Subsidiary has good title to, or valid ownership interest in, all of its Subsidiaries taken as a whole or interfere properties and assets, real and personal, including the Fixtures and Equipment, and all other Tangible Personal Property (such properties and assets, together with the present use Company Real Property Leases and Leases, the “Company Assets”), in each case, free and clear of such property or assets (taken as a whole)all Encumbrances, except Permitted Encumbrances. The Company Assets are insured to the extent and each Subsidiary has in all material respects performed all a manner customary in the obligations required to be performed by it with respect to all such Fixtures and Equipment leased by it through the date hereof, except where the failure to perform would not have a Material Adverse Effect on industry in which the Company and its Subsidiariesapplicable Subsidiaries operate, taken as a whole. All such leases are validstructurally sound with no known material defects, binding and enforceable with respect to the Company and its Subsidiaries in accordance with their terms and are in full force and effect. No default has occurred thereunder on the part of the Company, any Subsidiary or, to the Knowledge of the Company, any other party which default would be reasonably likely to have a Material Adverse Effect on the Company. (b) The buildings and Fixtures and Equipment of the Company and its Subsidiaries are in reasonably good operating condition and repair (repair, normal wear and tear excepted. The Company Assets are adequate for the uses to which they are being put, and none of such Company Assets is in need of maintenance or repairs except for ordinary wear ordinary, routine maintenance and tear), with no repairs that are not material defects, in nature or cost. The Company Assets are sufficient for the operation continued conduct of the business of Business after the Company and its Subsidiaries Closing in substantially the same manner as presently conducted prior to the Closing and are in conformity, in all material respects, with all Applicable Laws relating thereto currently in effectapplicable Legal Requirements. Section ‎3.7 of the Disclosure Schedule lists all material Fixtures and Equipment owned by or leased by the Company or any Subsidiary and all other material Tangible Personal Property owned by or leased by the Company or any Subsidiary. The Company or a Subsidiary owns, except where or has a valid leasehold or other interest in, and after the failure Closing Date (giving effect to conform would not the Transactions), the Company or the applicable Subsidiary will continue to own, or have a Material Adverse Effect on valid leasehold or other interest in, free and clear of all Encumbrances (other than Permitted Encumbrances), all assets necessary for the Companyconduct of the Business as presently conducted and to permit Parent and the Purchaser to continue to conduct the Business in substantially the same manner as the Business has been conducted.

Tangible Assets. (a) The Company and and/or one or more of its Subsidiaries have good and valid title to to, or valid and subsisting leasehold or sublease interests or other comparable contract rights in or relating to, all Fixtures and Equipment having original cost or fair market value in excess of Five Thousand Dollars ($5,000), including all such Fixtures and Equipment reflected in the Company's most recent balance sheet included in the Financial Statements and all such Fixtures and Equipment purchased or otherwise acquired by the Company or any Subsidiary since the date of such Balance Sheet. Except as set forth on SCHEDULE 4.20, none of such Fixtures and Equipment is subject to any Encumbrance except for Permitted Encumbrances and Encumbrances which, individually or in the aggregate, are not substantial in amount and do not materially detract from the value of the property or material real properties and other tangible assets necessary for the conduct of the Company and its Subsidiaries taken as a whole or interfere with the present use business of such property or assets (taken as a whole). The Company and each Subsidiary has in all material respects performed all the obligations required to be performed by it with respect to all such Fixtures and Equipment leased by it through the date hereof, except where the failure to perform would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. All , as currently conducted; (b) all such leases properties and other assets, other than properties and other assets in which the Company or any of its Subsidiaries has a leasehold or sublease interest or other comparable contract right, are validfree and clear of all pledges, binding liens and enforceable with respect security interests, except for such pledges, liens or security interests that individually or in the aggregate have not materially interfered with, and would not reasonably be expected to materially interfere with, the ability of the Company or any of its Subsidiaries to conduct their respective businesses as currently conducted; and (c) except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, each of the Company and its Subsidiaries has complied with the terms of all real property leases or subleases to which it is a party and under which it is in accordance with their terms occupancy, and all real property leases to which the Company is a party and under which it is in occupancy are in full force and effect. No default has occurred thereunder on the part of the Company, any Subsidiary or, to the Knowledge of the Company, any other party which default would be reasonably likely to have a Material Adverse Effect on the Company. (b) The buildings and Fixtures and Equipment Each of the Company and its Subsidiaries are is in reasonably good operating condition and repair (except for ordinary wear and tear), with no material defects, are sufficient for the operation possession of the business properties or assets purported to be leased under all its material leases. Section 4.14(c) of the Company Disclosure Schedule sets forth, as of the date hereof, a complete and accurate list of all real property leases or subleases to which the Company or any of its Subsidiaries as presently conducted and are is a party or under which the Company or any of its Subsidiaries is in conformityoccupancy. Neither the Company nor any of its Subsidiaries has received any written notice of any event or occurrence that has resulted or would result (with or without the giving of notice, the lapse of time or both) in all a default with respect to any material respects, with all Applicable Laws relating thereto currently lease or sublease to which it is a party. Neither the Company nor any of its Subsidiaries holds any fee or other ownership interest in effect, except where the failure to conform would not have a Material Adverse Effect on the Companyany real property.

Tangible Assets. (a) The Company and its Subsidiaries have good and valid title to or valid and subsisting leasehold interests in all Fixtures and Equipment having original cost or fair market value in excess To the Best Knowledge of Five Thousand Dollars ($5,000)the Seller, including all such Fixtures and Equipment reflected in the Company's most recent balance sheet included in the Financial Statements and all such Fixtures and Equipment purchased or otherwise acquired by the Company or any Subsidiary since the date of such Balance Sheet. Except as set forth on SCHEDULE 4.20, none of such Fixtures and Equipment is subject to any Encumbrance except for Permitted Encumbrances and Encumbrances which, individually or in the aggregate, are not substantial in amount and do not materially detract from the value of the property or assets acquisition of the Company pursuant to this Agreement and its Subsidiaries taken as a whole or interfere with the present use of such property or assets (taken as a whole). The Company and each Subsidiary has agreements set forth in all material respects performed all Clause 10.4.1, the obligations required Purchaser will be able to be performed by it with respect to all such Fixtures and Equipment leased by it through the date hereof, except where the failure to perform would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. All such leases are valid, binding and enforceable with respect to the Company and its Subsidiaries in accordance with their terms and are in full force and effect. No default has occurred thereunder on the part of the Company, any Subsidiary or, to the Knowledge of the Company, any other party which default would be reasonably likely to have a Material Adverse Effect on the Company. (b) The buildings and Fixtures and Equipment of the Company and its Subsidiaries are in reasonably good operating condition and repair (except for ordinary wear and tear), with no material defects, are sufficient for the operation of continue the business of the Company as it has been conducted until Closing including, without limitation, the Xxxxxxxxx US Business. On Closing the Company will have full, unrestricted and unencumbered title to, and possession of, all tangible assets which serve or are destined to serve its Subsidiaries business which are listed in Exhibit 5.10d, including those tangible assets which are being transferred to the Company by the Affiliated Companies prior to Closing as presently listed in Exhibit 5.10a (the “Returning Tangible Assets”) and except for those tangible assets which are leased from persons and companies other than the Seller and the Affiliated Companies in the ordinary course of business on normal market terms under leases listed in Exhibit 5.10b (the “Leased Tangible Assets”) and those listed in Exhibit 5.10c which are still subject to usual reservations of title by suppliers and conditional upon payment (Eigentumsvorbehalt). Exhibit 5.10d contains a true and complete list of all fixed assets of the Company except for low value assets (geringwertige Wirtschaftsgüter) as of November 26, 2004 (“Tangible Assets”). The Tangible Assets together with the Returning Tangible Assets and the Leased Tangible Assets comprise all of the material tangible assets of the Company used by the Company to conduct its business as it has been conducted until Signing and will be conducted until Closing, and as contemplated to be conducted by the Company, as described in any product roadmaps, business plans or the like existing as of Closing. The Tangible Assets together with the Returning Tangible Assets and the Leased Tangible Assets have been well maintained and are in conformitygood and serviceable condition, exempt from normal wear and tear. All inventories of the Company that existed on June 30, 2004 are reflected in all material respects, with all Applicable Laws relating thereto currently in effect, except where the failure to conform would not have a Material Adverse Effect Financial Statement 2004 on the Companybasis of the principles generally accepted in Germany and such principles have been applied consistently and without changes as in the preceding accounting period. The present inventories will be, by quantity and quality, usable and saleable in the ordinary course of business, taking into consideration any devaluation made in respect thereof in the Financial Statement 2004 and which would be made by an diligent business man in the ordinary course of business for the period commencing after June 30, 2004.

Tangible Assets. (a) The As of the date hereof, the Company and and/or one or more of its Subsidiaries have good and valid title to to, or valid leasehold or sublease interests or other comparable contract rights in or relating to, the real properties and subsisting leasehold interests in all Fixtures and Equipment having original cost or fair market value in excess other tangible assets necessary for the conduct of Five Thousand Dollars ($5,000)the Business, including all such Fixtures and Equipment reflected in as currently conducted. As of the Closing Date, except as would not have a Company Material Adverse Effect, the Company's most recent balance sheet included , and/or one or more of the Company Subsidiaries will have valid title to, or valid leasehold or sublease interests or other comparable contract rights in or relating to, the Financial Statements real properties and other tangible assets necessary for the conduct of the Business, as currently conducted. (b) Section 4.14(b) of the Company Disclosure Schedule contains a true and complete list of all such Fixtures and Equipment purchased or otherwise acquired real property owned by the Company or any Subsidiary since of its Subsidiaries as of the date hereof (the “Owned Real Property”) that is material to the Company or any of such Balance Sheet. its Subsidiaries. (c) Section 4.14(c) of the Company Disclosure Schedule contains a true and complete list of all real property leased or subleased (whether as tenant or subtenant) by the Company or any of its Subsidiaries as of the date hereof (including improvements thereon, the “Leased Real Property”) that is material to the Company or any of its Subsidiaries. (d) Except as set forth on SCHEDULE 4.20, none of such Fixtures and Equipment is subject to any Encumbrance except for Permitted Encumbrances and Encumbrances whichwould not, individually or in the aggregate, are not substantial reasonably be expected to have a Company Material Adverse Effect, (i) the Company or one of its Subsidiaries has good and fee simple title to all Owned Real Property and valid leasehold estates in amount and do not materially detract from the value all Leased Real Property (or, as to Owned Real Property or Leased Real Property located outside of the United States, such corresponding real property or assets of interest as is customarily held in the applicable foreign jurisdiction) and (ii) each such fee simple title and leasehold estate held by the Company or such Subsidiary is held free and clear of all Liens, other than Permitted Asset Liens. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company or one of its Subsidiaries taken as a whole has exclusive possession of each Leased Real Property and Owned Real Property, other than any use and occupancy rights granted to third-party owners, tenants or interfere with the present use of such property or assets (taken as a whole). The Company and each Subsidiary has in all material respects performed all the obligations required licensees pursuant to be performed by it agreements with respect to all such Fixtures and Equipment leased by it through real property entered in the date hereofordinary course of business. (e) Except as would not, except where individually or in the failure aggregate, reasonably be expected to perform would not have a Company Material Adverse Effect on Effect, (i) each lease for the Company Leased Real Property is in full force and its Subsidiaries, taken as a whole. All such leases are effect and is valid, binding and enforceable with respect to the Company and its Subsidiaries in accordance with their its terms and are in full force and effect. No (ii) there is no default has occurred thereunder on under any lease for the part of Leased Real Property either by the Company, any Subsidiary Company or its Subsidiaries or, to the Knowledge of the Company, by any other party which thereto, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default would be reasonably likely to have a Material Adverse Effect on the Company. (b) The buildings and Fixtures and Equipment of by the Company and or its Subsidiaries are in reasonably good operating condition and repair (except for ordinary wear and tear), with no material defects, are sufficient for the operation of the business of the Company and its Subsidiaries as presently conducted and are in conformity, in all material respects, with all Applicable Laws relating thereto currently in effect, except where the failure to conform would not have a Material Adverse Effect on the Companythereunder.

Tangible Assets. (a) The Company Newport Fab LLC owns, and its Subsidiaries have has good and valid title to or valid and subsisting leasehold interests in all Fixtures and Equipment having original cost or fair market value in excess of Five Thousand Dollars the Contributed Assets ($5,000other than the Transferred Contracts), including all such Fixtures and Equipment reflected in the Company's most recent balance sheet included in the Financial Statements and all such Fixtures and Equipment purchased or otherwise acquired by the Company or any Subsidiary since the date of such Balance Sheet. Except as set forth on SCHEDULE 4.20, none of such Fixtures and Equipment is subject to any Encumbrance except for Permitted Encumbrances and Encumbrances which, individually or in the aggregate, are not substantial in amount and do not materially detract from the value Part 2.2(a) of the property or assets Conexant Disclosure Schedule, all of the Company Contributed Assets owned by Newport Fab LLC are owned free and its Subsidiaries taken as a whole clear of any Encumbrances, other than Permitted Encumbrances. Part 2.2(b) of the Conexant Disclosure Schedule identifies all of the Contributed Assets that are leased or interfere with licensed to the present use of such property or assets (taken as a whole). The Company and each Subsidiary has in all material respects performed all the obligations required to be performed by it with respect to all such Fixtures and Equipment leased by it through the date hereof, except where the failure to perform would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a wholeConexant group Companies. All such leases are valid, binding and enforceable with respect to the Company and its Subsidiaries material Tangible Personal Property is in accordance with their terms and are in full force and effect. No default has occurred thereunder on the part of the Company, any Subsidiary or, to the Knowledge of the Company, any other party which default would be reasonably likely to have a Material Adverse Effect on the Company. (b) The buildings and Fixtures and Equipment of the Company and its Subsidiaries are in reasonably good operating condition and repair (except for ordinary wear and tear), with no material defects, are sufficient for the operation of the business of the Company and its Subsidiaries as presently conducted and are in conformity, in all material respects, subject to normal wear and tear. No Conexant Group Company has any agreement with all Applicable Laws relating thereto currently in effectany other Person to sell or otherwise transfer any of the Contributed Assets or any line of business or material asset required for the performance of Conexant's obligations under the Transactional Agreements, except where for any sales or transfers of finished goods. The Tangible Personal Property, collectively with any tangible personal property owned by the failure Conexant Group Companies and used in the provision of services to conform would not have a Material Adverse Effect be provided to the Specialtysemi Group Companies pursuant to the Transition Services Agreement and the IT Services Agreement, constitute all of the material tangible personal property used by the Conexant Group Companies and the Transferred Employees in the ordinary course of conduct of the Wafer Fabrication Operations. Since January 1, 2001, except as otherwise set forth in Part 2.2(c) of the Conexant Disclosure Schedule, no Conexant Group Company has (i) sold, transferred or conveyed any material tangible personal property used in the ordinary course of conduct of the Wafer Fabrication Operations, or (ii) removed any material items of tangible personal property from the blue shaded areas on the Companyfloor plan building schematics for Buildings 503 and 505 located at 0000 Xxxxxxxx Xxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx attached hereto as Schedule 1.1(a)(i)(2), in each case, other than the sale of finished goods (and the raw materials and inventory comprising the finished goods) in the ordinary course of business and the disposition of obsolete or worn-out equipment.

Tangible Assets. (ai) Neither the Company nor any of its Subsidiaries owns any real property. Section 5.1(q) of the Company Disclosure Letter lists (A) all real property leased by the Company or any of its Subsidiaries from a third Person and (B) the identity of the lessor and lessee of each such parcel of real property. The Company has made available to Parent and Merger Sub copies of the leases set forth in Section 5.1(q) of the Company Disclosure Letter ("Real Property Lease"). No consent of any lessor under any Real Property Lease is required to consummate the transactions contemplated hereby. Each Real Property Lease is in full force and effect and constitutes a valid and binding obligation of the Company and/or one or more of its Subsidiaries. No material default exists on the part of any of the Company or any of its Subsidiaries that is party to any material Real Property Lease or, to the knowledge of the Company, any lessor that is party to any material Real Property Lease. (ii) The Company and its Subsidiaries have good and (A) valid title to or valid and subsisting leasehold interests in (in the case of leasehold interests in personal property) or (B) good title to (in the case of all Fixtures and Equipment having original cost or fair market value in excess of Five Thousand Dollars ($5,000other personal property), including all of their respective personal property, free and clear of all Encumbrances other than Permitted Encumbrances. The assets, and properties owned, leased or licensed by the Company and such Fixtures Subsidiaries include all assets, properties and Equipment reflected interests in properties (tangible and intangible) reasonably necessary to enable the Company and the Subsidiaries to carry on the Company's most recent balance sheet included in the Financial Statements and all such Fixtures and Equipment purchased or otherwise acquired by the Company or any Subsidiary since the date business as presently conducted. All of such Balance Sheet. Except as set forth on SCHEDULE 4.20, none of such Fixtures and Equipment tangible personal property is subject to any Encumbrance except for Permitted Encumbrances and Encumbrances which, individually or in the aggregate, are not substantial in amount and do not materially detract from the value of the property or assets of the Company and its Subsidiaries taken as a whole or interfere with the present use of such property or assets (taken as a whole). The Company and each Subsidiary has in all material respects performed all the obligations required to be performed by it with respect to all such Fixtures and Equipment leased by it through the date hereof, except where the failure to perform would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. All such leases are valid, binding and enforceable with respect to the Company and its Subsidiaries in accordance with their terms and are in full force and effect. No default has occurred thereunder on the part of the Company, any Subsidiary or, to the Knowledge of the Company, any other party which default would be reasonably likely to have a Material Adverse Effect on the Company. (b) The buildings and Fixtures and Equipment of the Company and its Subsidiaries are in reasonably good operating condition and repair (except for repair, ordinary wear and tear)tear excepted, with no material defects, are sufficient for and is usable in the operation ordinary course of the business of the Company and its Subsidiaries as presently conducted and are in conformity, in all material respects, with all Applicable Laws relating thereto currently in effect, except where the failure to conform would not have a Material Adverse Effect on the Companydate hereof.