Common use of Tangible Personal Property Clause in Contracts

Tangible Personal Property. (a) Schedule 3.12(a) sets forth all leases of personal property ("Personal Property Leases") involving annual payments in excess of $25,000 relating to personal property used in the business of the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party or by which the properties or assets of the Company or any of its Subsidiaries is bound. The Company delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto. (b) The Company and each of its Subsidiaries have 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 similar laws affecting creditors' rights and 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 any of its Subsidiaries or, to the best knowledge of the Company, 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. (c) The Company and its Subsidiaries have good and marketable title to all of the items of tangible personal property reflected in the Balance Sheet (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice), free and clear of any and all Liens, other than as set forth on Schedule 3.12. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of the Company and its Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used. (d) All of the items of tangible personal property used by the Company and its Subsidiaries under the Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used.

Tangible Personal Property. (a) The Company and the Subsidiaries have good and marketable title to all of the items of tangible personal property used in the businesses of the Company and the Subsidiaries (except as sold or disposed of subsequent to the date hereof in the Ordinary Course of Business and not in violation of this Agreement), free and clear of any and all Liens, other than Permitted Exceptions. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the businesses of the Company and the Subsidiaries are (i) in good condition, free from material defects, and in a state of good maintenance and repair (ordinary wear and tear excepted), (ii) are suitable for the purposes used, and (iii) do not need to be renewed or replaced. Schedule 3.12(a4.12(a) sets out a complete and accurate list of all equipment, vehicles, furniture and other tangible personal property (including its net book value) owned by, leased by, in the possession of or used by the Company and the Subsidiaries that has a book value in excess of $7,500 (such list identifies the location of each such item and whether such item is owned or leased by the Company and the Subsidiaries). (b) Schedule 4.12(b) sets forth all leases of personal property ("“Personal Property Leases"”) involving annual payments in excess of $25,000 relating to personal property used in the business businesses of the Company or any of its and the Subsidiaries or to which the Company or any of its the Subsidiaries is are a party or by which the properties or assets of the Company or any and the Subsidiaries are bound. All of its Subsidiaries the items of personal property under the Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are adequate and suitable for the purposes used, and such property is boundin all material respects in the condition required of such property by the terms of such Personal Property Lease applicable thereto during the term of such Personal Property Lease. The Company delivered or otherwise made available to and the Purchaser Subsidiaries have Made Available true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto. (bc) The Company and each of its the Subsidiaries have a valid and enforceable leasehold interest under each of the Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles . Each of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no default under any the Personal Property Lease Leases is in full force and effect and the Company and the Subsidiaries have not received or given any notice of any default or event that with or without notice or lapse of time, or both, would constitute a default by the Company or and the Subsidiaries under any of its Subsidiaries orthe Personal Property Leases and, to the best knowledge Knowledge of the Company, by any no other party theretois in default thereof, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder. (c) The Company and its Subsidiaries have good and marketable title party to all of the items of tangible personal property reflected in the Balance Sheet (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice), free and clear of any and all Liens, other than as set forth on Schedule 3.12. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of the Company and its Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used. (d) All of the items of tangible personal property used by the Company and its Subsidiaries under the Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are suitable for the purposes usedhas exercised any termination rights with respect thereto.

Tangible Personal Property. (a) Schedule 3.12(a) sets forth all leases SCHEDULE 3.8A lists each item of tangible personal property ("Personal Property Leases"other than inventory) involving annual payments owned by TBS having an initial purchase price in excess of $25,000 relating 10,000. SCHEDULE 3.8B lists each item of tangible personal property leased by TBS (other than pursuant to individual leases having an annual rental of less than $5,000 or which are terminable by TBS within ninety (90) days of the date hereof without penalty) and each item of personal property having a value of $5,000 or more used by TBS and owned or leased by any individual, partnership, proprietorship, corporation, limited liability company, joint venture, trust, or other similar entity or governmental agency or court (a "Person") providing services to TBS (collectively, the "Tangible Personal Property"). The Tangible Personal Property, together with other tangible personal property owned or used by TBS and owned by Persons providing services to TBS constitutes substantially all of the tangible personal property used in the business operation of the Company or any Business of its Subsidiaries or to which the Company or any of its Subsidiaries is a party or by which the properties or assets of the Company or any of its Subsidiaries is bound. The Company delivered or otherwise made available to the Purchaser true, correct TBS and complete copies of the Personal Property Leases, together with constitutes substantially all amendments, modifications or supplements thereto. (b) The Company and each of its Subsidiaries have 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 similar laws affecting creditors' rights and 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 any of its Subsidiaries or, to the best knowledge of the Company, 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. (c) The Company and its Subsidiaries have good and marketable title to all of the items of tangible personal property reflected in necessary to conduct the Balance Sheet Business of TBS as presently conducted by it. Except as set forth on SCHEDULE 3.8C, (except as sold i) the Tangible Personal Property owned by TBS and all other personal property, whether tangible or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice)intangible, owned by TBS is free and clear of any and all Liens, other than as set forth on Schedule 3.12. All such items of and (ii) all the Tangible Personal Property is located at the Real Property and there is no material tangible personal property which, individually located at the Real Property which is not owned or leased by TBS. The Tangible Personal Property is in the aggregate, are all material to the operation of the business of the Company and its Subsidiaries are respects in good condition and in a state of good maintenance and repair (AGREEMENT AND PLAN OF REORGANIZATION PAGE 15 working order, ordinary wear and tear excepted) . All the material Tangible Personal Property has been maintained in all material respects in accordance with the past practice of TBS and are suitable for generally accepted industry practice. All leased Tangible Personal Property of TBS is in all material respects in the purposes used. (d) All condition required of such property by the terms of the items lease applicable thereto during the term of tangible personal property used by the Company lease and its Subsidiaries under upon the Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are suitable for the purposes usedexpiration thereof.

Tangible Personal Property. (a) Schedule 3.12(a4.16(a) sets forth all leases of personal property ("Personal Property Leases") involving annual payments in excess of $25,000 50,000 relating to personal property used in the business of the Company or any of and its Subsidiaries or to which the Company or any of its Subsidiaries is a party or by which the properties or assets of the Company or any of its Subsidiaries is bound. The Company has delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements supplements, if any, thereto. (b) The Each of the Company and each of its Subsidiaries have 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 similar laws affecting creditors' rights and 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 material default under any Personal Property Lease by the Company or any of its Subsidiaries Subsidiaries, or, to the best knowledge of the Company's Knowledge, by any other party thereto, and no event has occurred that which, with the lapse of time or the giving of notice or both would constitute a default thereunder. (c) The Except as set forth on Schedule 4.16(c), each of the Company and its Subsidiaries have has good and marketable title to all of the items of tangible personal property reflected in the Balance Sheet balance sheets referred to in Section 4.18 (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice), free and clear of any and all Liens, Liens other than as set forth on Schedule 3.12the Permitted Exceptions. All such items of tangible personal property whichthat, individually or in the aggregate, are material to the operation of the business of the Company and its Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used). (d) All of the items of tangible personal property used by the Company and its Subsidiaries under the Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are suitable for the purposes usedused except for deficiencies which could not reasonably be expected to have a Material Adverse Effect.

Tangible Personal Property. (a) Schedule 3.12(a) sets forth all Each of Subject Company and its Subsidiaries has a valid leasehold interest under each of the leases of personal property ("Subject Company Personal Property Leases") involving annual payments in excess of $25,000 relating to personal property used in the business of the Subject Company or any of and its Subsidiaries or to which the Company or any of its Subsidiaries is a party or by which the properties or assets of the Company or any of its Subsidiaries is bound. The Company delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto. (b) The Company and each of its Subsidiaries have 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 similar laws affecting creditors' rights and 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 and, assuming that the consents set forth on Section 4.4 of the Subject Company Disclosure Schedule have been obtained, there is no default under any Subject Company Personal Property Lease by the Subject Company or any of its Subsidiaries or, to the best knowledge of the Subject Company, by any other party thereto, and no event has occurred that which, with the lapse of time or the giving of notice or both would constitute a default thereunder. (cb) The Except as set forth on Section 4.19 of the Subject Company Disclosure Schedule, each of Subject Company and its Subsidiaries has or will have good and marketable title to all of the items of tangible personal property reflected in the Balance Sheet most recent balance sheet included within the Subject Company Financial Statements or acquired thereafter (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice), free and clear of any and all Liens, Liens other than as set forth on Schedule 3.12the Permitted Liens and other than any mechanic liens with respect to invoices or obligations which are not delinquent. All such items of tangible personal property whichthat, individually or in the aggregate, are material to the operation of the business of the Subject Company and its Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable fit for the purposes used. (dc) All of the items of tangible personal property used by the Subject Company and its Subsidiaries under the Subject Company Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are suitable fit for the purposes used.

Tangible Personal Property. (a) Section 4.13(a) of the Company Disclosure Schedule 3.12(a) sets forth all leases each lease of personal property ("“Personal Property Leases"”) involving annual payments in excess of $25,000 50,000 relating to personal property used in the business of the Company or any of its Company, the Purchased Companies and their Subsidiaries or to which any of the Company Company, any of the Purchased Companies or any of its their Subsidiaries is a party or by which the properties or assets of the Company Company, the Purchased Companies or any of its their Subsidiaries is boundbound other than those leases of personal property made after the date hereof as permitted by or in compliance with Section 6.2. The Company Company, the Purchased Companies and their Subsidiaries have delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements supplements, if any, thereto. (b) The Company Each of the Company, the Purchased Companies and each of its their Subsidiaries have 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 similar laws affecting creditors' ’ rights and 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 Company, the Purchased Companies or any of its their Subsidiaries or, to the best knowledge Knowledge of the Company, 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. (c) The Company Company, the Purchased Companies and its their Subsidiaries have good and marketable title to all of the items of tangible personal property reflected in the Balance Sheet (except as sold or disposed of subsequent to the date thereof Balance Sheet Date in the ordinary course Ordinary Course of business consistent with past practice)Business) or acquired after the Balance Sheet Date, free and clear of any and all Liens, Liens other than as set forth on Schedule 3.12the Permitted Exceptions. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of the Company Company, the Purchased Companies and its their Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used. (d) All of the items of tangible personal property used by the Company and its Subsidiaries under the Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used.

Tangible Personal Property. (a) Section 4.13(a) of the Company Disclosure Schedule 3.12(a) sets forth all leases each lease of personal property ("Personal Property Leases") involving annual payments in excess of $25,000 50,000 relating to personal property used in the business of the Company or any of its Company, the Purchased Companies and their Subsidiaries or to which any of the Company Company, any of the Purchased Companies or any of its their Subsidiaries is a party or by which the properties or assets of the Company Company, the Purchased Companies or any of its their Subsidiaries is boundbound other than those leases of personal property made after the date hereof as permitted by or in compliance with Section 6.2. The Company Company, the Purchased Companies and their Subsidiaries have delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements supplements, if any, thereto. (b) The Company Each of the Company, the Purchased Companies and each of its their Subsidiaries have 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 similar laws affecting creditors' rights and 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 Company, the Purchased Companies or any of its their Subsidiaries or, to the best knowledge Knowledge of the Company, 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. (c) The Company Company, the Purchased Companies and its their Subsidiaries have good and marketable title to all of the items of tangible personal property reflected in the Balance Sheet (except as sold or disposed of subsequent to the date thereof Balance Sheet Date in the ordinary course Ordinary Course of business consistent with past practice)Business) or acquired after the Balance Sheet Date, free and clear of any and all Liens, Liens other than as set forth on Schedule 3.12the Permitted Exceptions. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of the Company Company, the Purchased Companies and its their Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used. (d) All of the items of tangible personal property used by the Company and its Subsidiaries under the Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used.

Tangible Personal Property. (a) Schedule 3.12(a4.13(a) sets forth all leases of personal property ("Personal Property Leases") involving annual payments in excess of $25,000 relating to personal property used in the business of the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party or by which the properties or assets of the Company or any of its Subsidiaries is bound. The Company Sellers have delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto. (b) The Company and each of its Subsidiaries have 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 similar laws affecting creditors' rights and 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 any of its Subsidiaries or, to the best knowledge of the CompanySellers, 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. (c) The Company and its Subsidiaries have good and marketable title to all of the items of tangible personal property reflected in the Balance Sheet (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice), free and clear of any and all Liens, other than as set forth on Schedule 3.124.13. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of the Company and its Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used. (d) All of the items of tangible personal property used by the Company and its Subsidiaries under the Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used.

Tangible Personal Property. (a) The Company and the Subsidiaries have good and marketable title to all of the items of tangible personal property reflected on the Balance Sheet (except as sold or disposed of subsequent to the date thereof in the Ordinary Course of Business and not in violation of this Agreement), free and clear of any and all Liens, other than the Permitted Exceptions. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the Business are in satisfactory condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used. (b) Schedule 3.12(a5.16(b) of the Disclosure Schedule sets forth all leases of personal property ("“Personal Property Leases"”) involving annual payments in excess of $25,000 50,000 relating to personal property used in the business of the Company or any of its Subsidiaries Business or to which the Company or any of its the Subsidiaries is a party or by which the properties or assets of the Company or any of its the Subsidiaries is bound, and such property is in all material respects in the condition required of such property by the terms of the lease applicable thereto during the term of the lease. The Company Sellers have delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto. (bc) The Company and each of its the Subsidiaries have has a valid and enforceable leasehold interest under each of the Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' ’ rights and 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 . Each of the Personal Property Lease Leases is in full force and effect and neither the Company nor any of the Subsidiaries has received or given any written notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Company or any of its the Subsidiaries orunder any of the Personal Property Leases and, to the best knowledge Knowledge of the CompanySellers, by any no other party theretois in default thereof, and no event party to the Personal Property Leases has occurred that exercised any termination rights with the lapse of time or the giving of notice or both would constitute a default thereunderrespect thereto. (cd) The Schedule 5.16(d) of the Disclosure Schedule comprises a complete and accurate record of the plant, machinery, vehicles and equipment owned or used by the Company and its the Subsidiaries have with a value in excess of $25,000. (e) Notwithstanding anything contained in the sale agreement between Matrix International Limited (registered number 3690656) and Matrix Engineering Limited (registered number 3690656) pursuant to the Pre-Sale Reorganisation, all assets transferred and sold to the Subsidiaries pursuant to the transactions contemplated under the Pre-Sale Reorganisation will be transferred and sold with full title guarantee with the benefit of the representations, warranties and undertakings contained in this Agreement. (f) All assets transferred and sold pursuant to the transactions contemplated under the Pre-Sale Reorganisation will be sold and purchased at fair market value. (g) Notwithstanding anything contained in the sale agreement between Matrix International Limited (registered number 0356189) and Matrix Engineering Limited (registered number 3690656) pursuant to the Pre-Sale Reorganisation, the asset transfer and sale transactions contemplated under the Pre-Sale Reorganisation will convey to the applicable Subsidiaries good and marketable title to all of the items of tangible personal property reflected in the Balance Sheet (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice)such assets, free and clear of any and all Liens, Liens (other than as set forth on Schedule 3.12. All such items of tangible personal property which, individually or in the aggregate, are material Permitted Exceptions and subject to the operation repayment of the business Bank Debt), and there is no agreement or commitment to create a Lien in relation to such assets in favour of any Person, and no claim has been made by any Person to be entitled to any. For avoidance of doubt, following the consummation of the transactions contemplated under the Pre-Sale Reorganisation and as of the Closing Date, the assets of the Company and its the Subsidiaries (including such assets transferred and sold to the Subsidiaries of the Group pursuant to the transactions contemplated under the Pre-Sale Reorganisation) shall constitute all of the assets used in or held for use in the Business and are in good condition sufficient for the Purchaser to conduct the Business from and after the Closing Date without interruption and in a state the Ordinary Course of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes usedBusiness. (d) All of the items of tangible personal property used by the Company and its Subsidiaries under the Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used.

Tangible Personal Property. (a) The Company has good and marketable title to all of the items of tangible personal property reflected on the Balance Sheet (except as sold or disposed of subsequent to the date thereof in the Ordinary Course of Business), free and clear of any and all Liens, other than the Permitted Exceptions. Schedule 3.12(a5.13(a) sets forth an accurate and complete list of all fixed assets of the Company. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of the Company are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used. (b) All leases of personal property ("“Personal Property Leases"”) involving annual payments in excess of $25,000 relating to personal property used in the business of the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party or by which the properties or assets of the Company or any are bound are in good condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used, and such property is in all material respects in the condition required of its Subsidiaries is boundsuch property by the terms of the lease applicable thereto during the term of the lease. The Company Shareholder has delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto. (bc) The Company and each of its Subsidiaries have has a valid and enforceable leasehold interest under each of the Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' ’ rights and 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), . Each of the Personal Property Leases is in full force and there effect. There is no default under any Personal Property Lease by the Company or any of its Subsidiaries or, to the best knowledge Knowledge of the Company, 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. (c) The Company and its Subsidiaries have good and marketable title . No party to all any of the items of tangible personal property reflected in the Balance Sheet (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice), free and clear of any and all Liens, other than as set forth on Schedule 3.12. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of the Company and its Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used. (d) All of the items of tangible personal property used by the Company and its Subsidiaries under the Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are suitable for the purposes usedhas exercised any termination rights with respect thereto.

Tangible Personal Property. (a) Schedule 3.12(a) sets forth Each of the Company and its Subsidiaries has good and marketable title to all leases of machinery and equipment, tools, spare and maintenance parts, furniture, vehicles, and all other tangible personal property (collectively, the "Tangible Personal Property") owned by the Company and its Subsidiaries, free and clear of any Liens, except as set forth on Schedule 4.9(a) and except for Permitted Liens. All items of Tangible Personal Property Leases"currently owned or used by the Company and its Subsidiaries as of the date hereof are in good operating condition and repair in all material respects in light of their respective ages, ordinary wear and tear excepted, are physically located at or about the Company's places of business and are owned outright by the Company and its Subsidiaries or validly leased except as otherwise set forth on Schedule 4.9(a) involving annual payments in excess of $25,000 relating and subject to Permitted Liens. The owned and leased Tangible Personal Property constitutes all tangible personal property used in necessary for the operation of the business of the Company or any of and its Subsidiaries as currently conducted or as currently contemplated to be conducted. None of the Tangible Personal Property is subject to any agreement, arrangement, or understanding for its use by any person other than the Company or its Subsidiaries. The maintenance and operation of the Tangible Personal Property complies in all material respects with all applicable Laws, ordinances, contractual commitments, and obligations. Except as set forth on Schedule 4.9(a), no item of Tangible Personal Property owned or used by the Company and its Subsidiaries as of the date hereof is subject to any conditional sale agreement, installment sale agreement or title retention or security agreement or arrangement of any kind. Schedule 4.9(a) sets forth a complete and correct fixed asset list of the Company and its Subsidiaries. (b) Schedule 4.9(b) sets forth a complete and correct list of all material Tangible Personal Property leases to which the Company or any of its Subsidiaries is a party or by which party, together with a brief description of the properties or assets property leased. Each of the Company or and its Subsidiaries has made available to Parent and MergerSub complete and correct copies of each lease (and any amendments thereto) listed on Schedule 4.9(b). Except as set forth on Schedule 4.9(b): (i) each such lease is in full force and effect; (ii) all lease payments due to the date hereof on any such lease have been paid, and neither the Company, any of its Subsidiaries is bound. The Company delivered or otherwise made available Subsidiaries, nor (to the Purchaser true, correct and complete copies knowledge of the Personal Property Leases, together with all amendments, modifications or supplements thereto. (bCompany) The Company and each of its Subsidiaries have a valid leasehold interest under each of the Personal Property Leases under which it any other party is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and 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 material default under any Personal Property Lease such lease, and no event has occurred that constitutes, or with or without notice, lapse of time, or both would constitute, a material default by the Company or any of its Subsidiaries or, or (to the best knowledge of the Company, by ) any other party thereto, under such lease; and (iii) there are no event has occurred that with disputes or disagreements between the lapse Company or any of time or the giving of notice or both would constitute a default thereunder. (c) The Company and its Subsidiaries have good and marketable title to all of the items of tangible personal property reflected any other party in the Balance Sheet (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice), free and clear respect of any and all Liens, other than as set forth on Schedule 3.12. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of the Company and its Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes usedlease. (d) All of the items of tangible personal property used by the Company and its Subsidiaries under the Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used.

Tangible Personal Property. (a) Schedule 3.12(a) 4.13 sets forth all leases of personal or moveable property ("Personal Property Leases") involving annual payments in excess of $25,000 relating to personal property used or useable in the business operation of the Company Stores or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party or by which Business. National and the properties or assets of the Company or any of its Subsidiaries is bound. The Company Shareholders have delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto. (b) The Company National and each of its Subsidiaries have 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 similar laws affecting creditors' rights and 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 National or any of its Subsidiaries or, to the best knowledge of National or any of the CompanyShareholders, 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. Each of the items of tangible personal property having a value greater than C$1,000 used by National or any of its Subsidiaries under the Personal Property Leases is in good condition and repair (ordinary wear and tear excepted) and is suitable for the purposes used. (c) The Company National and each of its Subsidiaries have has good and marketable title to all of the items of tangible personal or moveable property reflected in the its respective Balance Sheet (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice), free and clear of any and all Liens, Liens other than as set forth on Schedule 3.12the Permitted Exceptions. All such items of tangible personal or moveable property which, individually or in the aggregate, are material to the operation of the business of Stores and the Company and its Subsidiaries Business are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used. (d) All Each of National and the items of Subsidiaries owns (or leases from unaffiliated Persons) all tangible personal property used by necessary to conduct its respective business as conducted on the Company and its Subsidiaries under the Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are suitable for the purposes useddate hereof.

Tangible Personal Property. (a) Schedule 3.12(a) 4.12 sets forth all leases of personal property ("“Personal Property Leases"”) involving annual payments in excess of $25,000 20,000 relating to personal property used in the business of the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party or by which the properties or assets of the Company or any of its Subsidiaries is bound. The Company delivered or otherwise made available has provided to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto. (b) . The Company and each of its Subsidiaries have 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 similar laws affecting creditors' ’ rights and 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 any of its Subsidiaries or, to the best knowledge of the Company, by any other party thereto, and and, to the Company’s knowledge, no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder. (c) . The Company and its Subsidiaries have has good and marketable title to all of the items of tangible personal property reflected in the Balance Sheet (except as sold or disposed of subsequent to the date thereof in the ordinary course Ordinary Course of business consistent with past practiceBusiness), free and clear of any and all Liens except Permitted Liens, other than as set forth on Schedule 3.12. All such items of The material tangible personal property whichof the Company is structurally sound, individually in good operating condition and repair, and adequate for the uses to which it is being put, and none of such tangible personal property is in need of maintenance or in repairs except for ordinary, routine maintenance and repairs. The tangible personal property currently owned or leased by the aggregateCompany, together with all other properties and assets of the Company, are material sufficient for the continued conduct of the Company’s business immediately after the Closing in substantially the same manner as conducted prior to the operation Closing and, to the Company’s knowledge, constitute all of the rights, property and assets necessary to conduct the business of the Company and its Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes usedas currently conducted. (d) All of the items of tangible personal property used by the Company and its Subsidiaries under the Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used.

Tangible Personal Property. (a) Except as set forth on Schedule 3.12(a4.13(a), the Company and its Subsidiaries have good and marketable title to all of the items of tangible personal property reflected on the Balance Sheet (except as sold or disposed of subsequent to the date thereof in the Ordinary Course of Business consistent with past practice), free and clear of any and all Liens other than the Permitted Exceptions. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of the Company and its Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used. The Company owns all assets necessary to operate its business consistent with past practice. (b) Schedule 4.13(b) sets forth all leases of personal property ("Personal Property Leases") involving annual payments in excess of $25,000 10,000 relating to personal property used in the business of the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party or by which the properties or assets of the Company or any of its Subsidiaries is bound. The Company has delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto. All of the items of personal property under the Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used. (bc) The Company and each of its Subsidiaries have a valid and enforceable leasehold interest under each of the Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and 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 any of its Subsidiaries or, to the best knowledge of the CompanySelling Stockholders, 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. (c) The Company and its Subsidiaries have good and marketable title . No party to all any Personal Property Lease has exercised any termination rights with respect thereto. Each of the items of tangible personal property reflected in the Balance Sheet (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice), free and clear of any and all Liens, other than as set forth on Schedule 3.12. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of the Company and its Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used. (d) All of the items of tangible personal property used by the Company and its Subsidiaries under the Personal Property Leases are is in good condition full force and repair (ordinary wear and tear excepted) and are suitable for the purposes usedeffect.

Tangible Personal Property. (a) SECTION 3.15 of the Disclosure Schedule 3.12(a) sets forth all leases lists each distinct group of machinery, equipment, tools, supplies, furniture, fixtures, personalty, vehicles, rolling stock and other tangible personal property (the "Personal Property LeasesTANGIBLE PERSONAL PROPERTY") involving annual payments in excess of $25,000 relating to personal property used in the business of Business or owned or leased by the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party or by which the properties or assets of the Company or any of its Subsidiaries is bound. The Company delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements theretoCompany. (b) The Company and each of its Subsidiaries have a valid leasehold interest under each has delivered, or will deliver on or before the Purchaser s receipt of the Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and 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 any of its Subsidiaries orDisclosure Schedule, to the best Purchaser correct and complete copies of all leases and subleases for Tangible Personal Property. With respect to each of such leases and subleases: (i) such lease or sublease is legal, valid, binding, enforceable and in full force and effect and represents the entire agreement between the respective lessor and lessee with respect to such property; (ii) neither the Company nor any Shareholder has: (A) received any notice of cancellation or termination under such lease or sublease and no lessor has any right of termination or cancellation under such lease or sublease except in connection with a default of the Company thereunder, or (B) received any notice of a breach or default under such lease or sublease, which breach or default has not been cured; and (iii) neither the Company nor any Shareholder nor (to the knowledge of the Company, by Company and the Shareholders) any other party theretoto such lease or sublease, is in breach or default in any material respect, and, to the knowledge of the Company and the Shareholders, no event has occurred that that, with the notice or lapse of time or the giving of notice or both would constitute such a breach or default thereunderor permit termination, modification or acceleration under such lease or sublease. (c) The Company and its Subsidiaries have good and marketable title has the full right to all of the items of tangible personal property reflected exercise any renewal options contained in the Balance Sheet (except as sold or disposed of subsequent leases and subleases pertaining to the date thereof in Tangible Personal Property on the ordinary course terms and conditions therein and upon due exercise would be entitled to enjoy the use of business consistent with past practice), free and clear each item of any and all Liens, other than as set forth on Schedule 3.12. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of the Company and its Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable leased Tangible Personal Property for the purposes usedfull term of such renewal options. (d) All of the items of tangible personal property used by the Company s assets and its Subsidiaries under the properties constituting Tangible Personal Property Leases are in good and serviceable condition and repair (ordinary subject to normal wear and tear exceptedtear) and are suitable for the purposes useduses for which they are intended.

Tangible Personal Property. (a) Schedule 3.12(a) sets forth all leases of personal property ("Personal Property Leases") involving annual payments in excess of $25,000 relating to personal property used in the business of the An Acquired Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party or by which the properties or assets of the Company or any of its Subsidiaries is bound. The Company delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto. (b) The Company and each of its Subsidiaries have 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 similar laws affecting creditors' rights and 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 any of its Subsidiaries or, to the best knowledge of the Company, 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. (c) The Company and its Subsidiaries have good and marketable title to or, in the case of leased property, has valid leasehold interests in, all of the items of tangible personal property reflected (including all fixtures, leasehold improvements, equipment, office, operating and other supplies and furniture) material to the Business, free and clear of all Liens other than Permitted Liens. Intellectual Property. Schedule 3.13(a) contains a list as of the date hereof (specifying the owner thereof and the registration or application number if applicable) of all registered patents, trademarks and copyrights owned by any Acquired Company, and all pending applications therefor (collectively, “Registered Intellectual Property”) and material software owned by any Acquired Company. Each item included in the Balance Sheet (except Registered Intellectual Property is, to Seller’s Knowledge, valid and enforceable. Except as sold otherwise set forth on Schedule 3.13(a), none of the Registered Intellectual Property has been cancelled, abandoned or disposed adjudicated invalid or unenforceable, and all renewals and maintenance fees in respect of subsequent the Registered Intellectual Property which were due prior to the date thereof hereof have been duly paid. The Acquired Companies own all right, title and interest in and to the Registered Intellectual Property free and clear of all Liens other than Permitted Liens. Schedule 3.13(b) contains a list as of the date hereof of all agreements pursuant to which Intellectual Property is (i) licensed to any Acquired Company (excluding generally commercially available, off the shelf software programs licensed pursuant to shrink-wrap or “click to accept” agreements), or (ii) licensed by any Acquired Company to any third party (excluding non-exclusive licenses granted in the ordinary course of business consistent with past practicebusiness), free and clear . The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of any of the Acquired Companies’ rights in any Intellectual Property material to the Business and all Liens, other than as set forth on Schedule 3.12. All such items of tangible personal property which, individually or will not result in the aggregatebreach of, are or create on behalf of any third party, the right to terminate or modify any license, sublicense or other agreement as to which any of the Acquired Companies is a party and pursuant to which any of the Acquired Companies is authorized to license or use any third party Intellectual Property that is material to the Business. The Acquired Companies own or have the right to use pursuant to license, sublicense, agreement or permission, all Intellectual Property used in and material to the operation of the business Business. Except as set forth on Schedule 3.13(c), to Seller’s Knowledge, (i) none of the Company and its Subsidiaries are Acquired Companies have, in good condition and in a state the past three (3) years, infringed, misappropriated or otherwise violated the Intellectual Property of good maintenance and repair any other Person; (ordinary wear and tear exceptedii) and are suitable for the purposes used. (d) All none of the items Acquired Companies have received, in the past three (3) years, any written charge, complaint, claim, demand, or notice alleging interference, infringement, dilution, misappropriation, or violation of tangible personal property used by the Company Intellectual Property rights of any Person (including any invitation to license or request or demand to refrain from using any Intellectual Property right of any Person in connection with the conduct of the Acquired Companies’ business); and its Subsidiaries under (iii) none of the Personal Property Leases are Acquired Companies has agreed to or has a contractual obligation to indemnify any Person for or against any interference, infringement, dilution, misappropriation, or violation with respect to any rights in good condition and repair (ordinary wear and tear excepted) and are suitable for the purposes usedIntellectual Property.

Tangible Personal Property. (a) The Company has good and marketable title to all of the equipment, machinery, motor vehicles, inventories, supplies, furniture and fixtures and other tangible personal property owned by the Company, free and clear of any Encumbrance of any kind or nature whatsoever except as set forth in Schedule 3.12(a3.8(a) and except for Permitted Liens. All items of equipment, machinery, vehicles, furniture, fixtures and other tangible personal property currently owned or used by the Company as of the date hereof are in good operating condition and repair, ordinary wear and tear excepted (except for defects or deficiencies which would not have a Material Adverse Effect), are physically located at or about the Company's place of business and are owned outright by the Company or validly leased under leases set forth in Schedule 3.8(b). None of such personal property is subject to any agreement, arrangement or understanding for its use by any person other than the Company. The maintenance and operation of such personal property complies with all applicable laws, regulations, ordinances, contractual commitments and obligations, except for such noncompliance as would not have a Material Adverse Effect. Except as set forth in Schedule 3.8(a), no item of tangible personal property owned or used by the Company as of the date hereof is subject to any conditional sale agreement, installment sale agreement or title retention or security agreement or arrangement of any kind. As to each item of personal property subject to any such agreement or arrangement, Schedule 3.8(a) sets forth all leases a brief description of personal the property ("Personal Property Leases"in question and the amount and repayment terms of the underlying obligation. Schedule 3.8(a) involving annual payments in excess of $25,000 relating to personal property used in the business sets forth a complete and correct fixed asset list of the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party or by which the properties or assets of the Company or any of its Subsidiaries is bound. The Company delivered or otherwise made available to the Purchaser truedated December 10, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto1996. (b) The Schedule 3.8(b) sets forth a complete and correct list and summary description of all material tangible personal property leases to which the Company and each of its Subsidiaries have is a valid leasehold interest under each party, together with a brief description of the Personal Property Leases under which it property leased. Prior to the date hereof, the Company has made available to Buyer complete and correct copies of each lease (and any amendments thereto) listed in Schedule 3.8(b). Except as set forth in Schedule 3.8(b): (i) each such lease is a lessee, subject in full force and effect; (ii) all lease payments due to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and 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)date on any such lease have been paid, and there is no default under any Personal Property Lease by neither the Company or any of its Subsidiaries or, nor (to the best knowledge of the Company, by Company and Seller) any other party theretois in default under any such lease, and no event has occurred that which constitutes, or with the lapse of time or the giving of notice or both would constitute constitute, a default thereunder. by the Company or (c) The Company and its Subsidiaries have good and marketable title to all of the items of tangible personal property reflected in the Balance Sheet (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice), free and clear of any and all Liens, other than as set forth on Schedule 3.12. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business best knowledge of the Company and its Subsidiaries Seller) any other party under such lease; and (iii) there are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used. (d) All of the items of tangible personal property used by no disputes or disagreements between the Company and its Subsidiaries under the Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are suitable for the purposes usedany other party with respect to any such lease.

Tangible Personal Property. (a) Schedule 3.12(a) sets Except as set forth in Section 3.8 of the Seller Disclosure Schedule, all leases of the material tangible personal property ("Personal Property Leases") involving annual payments in excess of $25,000 relating to personal property used in the business of the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party or by which the properties or assets of the Company or any of its Subsidiaries is bound. The Company delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto. (b) The Company and each of its Subsidiaries have 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 similar laws affecting creditors' rights and 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 any of its Subsidiaries or, to the best knowledge of the Company, by any other party theretothe Subsidiaries and the Contributing Companies (to the extent relating to the use or operation of the Verizon AssetCo Assets) is structurally sound, in good operating condition and repair, normal wear and tear excepted, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder. (c) The Company and its Subsidiaries have good and marketable title to all of the items of tangible personal property reflected is usable in the Balance Sheet (except as sold or disposed of subsequent to the date thereof in the regular and ordinary course of business consistent with past practice). Except as set forth in Section 3.8 of the Seller Disclosure Schedule, each of the Company, the Subsidiaries or the Contributing Companies (to the extent relating to the use or operation of the Verizon AssetCo Assets) has good and marketable title to each item of its material tangible personal property (other than office equipment and vehicles subject to leases and Third Party Intellectual Property included in or with the material tangible personal property) free and clear of any and Encumbrance including all Lienssuch tangible personal property that they purport to own as reflected in the Interim Statement of Selected Assets or that were thereafter acquired, other than except for property not material to the Business that was disposed of since the date of the Interim Statement of Selected Assets in the ordinary course of business. Except as set forth on Schedule 3.12. All such items of tangible personal property which, individually or in the aggregate, are material to the operation Section 3.8 of the business of Seller Disclosure Schedule, neither the Company nor the Subsidiaries have received any written notice within the twelve (12) months prior to May 21, 2004 of a violation of any ordinances, regulations or building, zoning and its Subsidiaries are in good condition and in other similar Laws with respect to such assets that would reasonably be expected to have a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes usedMaterial Adverse Effect. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 3.7(c), NEITHER SELLER NOR THE COMPANY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE CONDITION OR FITNESS OF THE TANGIBLE PERSONAL PROPERTY OF THE COMPANY OR ANY OF THE SUBSIDIARIES AND HEREBY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR WARRANTY AGAINST INFRINGEMENT. (d) All of the items of tangible personal property used by the Company and its Subsidiaries under the Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used.

Tangible Personal Property. (a) Except as set forth on Schedule 3.12(a) sets forth all leases of personal property ("Personal Property Leases") involving annual payments in excess of $25,000 relating to personal property used in the business of 4.12(a), the Company or any of its Subsidiaries or to which and the Company or any of its Subsidiaries is a party or by which the properties or assets of the Company or any of its Subsidiaries is bound. The Company delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto. (b) The Company and each of its Subsidiaries have 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 similar laws affecting creditors' rights and 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 any of its Subsidiaries or, to the best knowledge of the Company, 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. (c) The Company and its Subsidiaries have good and marketable title to all of the items of owned tangible personal property reflected used in the Balance Sheet business of the Company and the Company Subsidiaries (except as sold or disposed of subsequent to the date thereof hereof in the ordinary course Ordinary Course of business consistent with past practiceBusiness and not in violation of this Agreement), free and clear of any and all Liens, other than as set forth on Schedule 3.12the Permitted Exceptions. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of the Company and its the Company Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used. (db) Schedule 4.12(b) sets forth all leases of personal property involving annual payments in excess of $50,000 or having a remaining term of more than one year from the date hereof relating to personal property used in the business of the Company and the Company Subsidiaries or to which the Company or any of the Company Subsidiaries is a party or by which the properties or assets of the Company is bound ("Personal Property Leases"). All of the items of tangible material personal property used by the Company and its Subsidiaries under the Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used, and such property is in all material respects in the condition required of such property by the terms of the lease applicable thereto during the term of the lease. The Company has delivered to Parent true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto. (c) Each of the Company and the Company Subsidiaries has a valid and enforceable leasehold interest under each of the Personal Property Leases under which it is a lessee. Each of the Personal Property Leases is in full force and effect and neither the Company nor any of the Company Subsidiaries has received or given any notice of any material default or event that with notice or lapse of time, or both, would constitute a material default by the Company or any of the Company Subsidiaries under any of the Personal Property Leases and, to the Knowledge of the Company and the Principal Securityholders, no other party is in material default thereof, and no party to the Personal Property Leases has exercised any termination rights with respect thereto.

Tangible Personal Property. (a) Schedule 3.12(a) sets forth The Company or a Subsidiary has good title to all leases of machinery and equipment, tools, spare and maintenance parts, furniture, vehicles and all other tangible personal property (collectively, the "Tangible Personal Property") owned by the Company or a Subsidiary, free and clear of any Encumbrance of any kind or nature whatsoever, except for Permitted Liens. All material items of Tangible Personal Property Leases"currently owned or used by the Company or a Subsidiary as of the date hereof are in good operating condition and repair, ordinary wear and tear excepted, are physically located at or about the Company's or a Subsidiary's place of business and are owned outright, or validly leased by the Company or a Subsidiary. Except as set forth on Schedule 3.8(a) involving annual payments in excess hereto, the owned and leased Tangible Personal Property consists of $25,000 relating to all tangible personal property used in necessary for the operation of the business of the Company or any of and its Subsidiaries as currently conducted or as currently contemplated to be conducted. (b) Schedule 3.8(b) hereto sets forth a complete and correct list of all material Tangible Personal Property leases to which the Company or any of its Subsidiaries a Subsidiary is a party or by which the properties or assets party, together with a brief description of the Company or any of its Subsidiaries is boundproperty leased. The Company delivered or otherwise has made available to the Purchaser true, Holding complete and correct and complete copies of each lease (and any amendments thereto) listed on Schedule 3.8(b). Except as set forth on Schedule 3.8(b): (i) each such lease is in full force and effect; (ii) all lease payments due to date on any such lease have been paid, and neither the Personal Property Leases, together with all amendments, modifications or supplements thereto. Company nor any Subsidiary nor (b) The Company and each of its Subsidiaries have a valid leasehold interest under each to the knowledge of the Personal Property Leases under which it Management Shareholders) any other party is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and 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 any of its Subsidiaries or, to the best knowledge of the Company, by any other party theretosuch lease, and no event has occurred that which constitutes, or with the lapse of time or the giving of notice or both would constitute constitute, a default thereunder. (c) The Company and its Subsidiaries have good and marketable title to all of the items of tangible personal property reflected in the Balance Sheet (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice), free and clear of any and all Liens, other than as set forth on Schedule 3.12. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of the Company and its Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used. (d) All of the items of tangible personal property used by the Company or a Subsidiary or (to the knowledge of the Management Shareholders) any other party under such lease; and its Subsidiaries under (iii) to the Personal Property Leases knowledge of the Management Shareholders, there are in good condition and repair (ordinary wear and tear excepted) and are suitable for no defaults alleged against the purposes usedCompany or a Subsidiary by any other party with respect to any such lease.

Tangible Personal Property. (ai) Schedule 3.12(aExcept (A) sets forth all leases of personal property ("Personal Property Leases") involving annual payments in excess of $25,000 relating to personal property used in the business of the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party or by which the properties or assets of the Company or any of its Subsidiaries is bound. The Company delivered or otherwise made available with respect to the Purchaser true, correct Owned Real Property and complete copies the Leased Real Property (which are the subject of the Personal Property Leases, together with all amendments, modifications or supplements thereto. Section 2.2(k)) and (bB) The Company and each of its Subsidiaries have 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 similar laws affecting creditors' rights and 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 any of its Subsidiaries or, to the best knowledge of the Company, 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. (c) The Company and its Subsidiaries have good and marketable title to all of the items of tangible personal property reflected in the Balance Sheet (except as for assets sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practicesince the most recent consolidated balance sheet of the Seller included in the Financial Statements, the Seller, a DMS Company or a DMS Subsidiary owns all material tangible assets, including without limitation any bonds, stocks, mortgage loans or other investments that are carried on the books and records of the Insurance Subsidiaries (the "Investment Assets"), reflected on the most recent consolidated balance sheet of the Seller included in the Financial Statements as being owned by the Seller or any of its Subsidiaries, and all material tangible assets thereafter purchased or acquired by the Seller, a DMS Company or a DMS Subsidiary, free and clear of any Lien or Encumbrance, except for (v) Liens or Encumbrances that are listed or described in Section 2.2(j) of the Disclosure Schedule, (w) mechanics', carriers', workers', repairmen's liens or other Liens or Encumbrances arising or incurred in the ordinary course of business which do not materially detract from the value of such property or materially impair the use of the property subject thereto as presently used, (x) Liens or Encumbrances for Taxes, assessments and all other similar governmental charges which are not due and payable or which may thereafter be paid without penalty, and (y) other Liens or Encumbrances arising as a matter of Law, if any, which do not materially detract from the value of such property and do not materially impair the use of the property subject thereto as presently used. (The items referred to in clauses (v) through (y) of the immediately preceding sentence are referred to as "Permitted Liens.") At the Closing, the Purchaser will acquire title to any tangible assets included in the Other Assets and the JCPIIG Assets, free and clear of any Lien or Encumbrance other than as set forth on Schedule 3.12. All such items of tangible personal property which, individually any Lien or in Encumbrance created by the aggregate, are material to the operation of the business of the Company Purchaser and its Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes usedPermitted Liens. (dii) All The annual statements of the items of tangible personal property used by the Company and its Subsidiaries under the Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are suitable each Insurance Subsidiary for the purposes usedyears ended December 31, 1999 and 2000 set forth, or will set forth, accurate and complete lists of all Investment Assets owned by such Insurance Subsidiary as of December 31, 1999 and 2000, respectively, together with the cost basis book or amortized value, as the case may be, of such Investment Assets as of December 31, 1999 and 2000, respectively to the extent that such annual statements include such lists of Investment Assets.

Tangible Personal Property. (a) The Company and the Acquired Subsidiaries have legal and beneficial title to all of the items of tangible personal property reflected on the Balance Sheet (except as sold or disposed of subsequent to the date thereof in the Ordinary Course of Business and not in violation of this Agreement), free and clear of any and all Liens, other than the Permitted Exceptions. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of the Company and the Acquired Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used. (b) Schedule 3.12(a) 5.13 sets forth all leases of personal property ("Personal Property Leases") involving annual payments in excess of $25,000 5,000 relating to personal property used in the business of the Company or any of its the Acquired Subsidiaries or to which the Company or any of its the Acquired Subsidiaries is a party or by which the properties or assets party. All of the items of personal property under the Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used, and such property is in all material respects in the condition required of such property by the terms of the lease applicable thereto during the term of the lease. Seller or the Company has provided to Purchaser in the data room or any of its Subsidiaries is bound. The Company delivered or otherwise made available to the Purchaser pursuant to Purchaser's request true, correct and materially complete copies of the Personal Property Leases, together with all amendments, modifications or supplements theretothereto as of the date of such delivery. (bc) The Company and each of its the Acquired Subsidiaries have a valid and enforceable leasehold interest under each of the Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and 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 . Each of the Personal Property Lease Leases is in full force and effect and neither the Company nor any Acquired Subsidiary has received or given any notice of any default or event that, to the Knowledge of Seller or the Company, with notice or lapse of time, or both, would constitute a default by the Company or any Acquired Subsidiary under any of its Subsidiaries orthe Personal Property Leases and, to the best knowledge Knowledge of Seller or the Company, no other party is in material default thereof, and neither the Company or any Acquired Subsidiary has exercised any termination rights with respect to a Personal Property Lease or received notice of the exercise of any termination right 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 to a default thereunder. (c) The Company and its Subsidiaries have good and marketable title to all of the items of tangible personal property reflected in the Balance Sheet (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice), free and clear of any and all Liens, other than as set forth on Schedule 3.12. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of the Company and its Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used. (d) All of the items of tangible personal property used by the Company and its Subsidiaries under the Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are suitable for the purposes usedLease.

Tangible Personal Property. (a) The Company and the Subsidiaries have good and marketable title to all of the items of tangible personal property reflected on the Balance Sheet (except as sold or disposed of subsequent to the date thereof in the Ordinary Course of Business and not in violation of this Agreement), free and clear of any and all Liens, other than the Permitted Exceptions. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the Business are in satisfactory condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used. (b) Schedule 3.12(a5.16(b) of the Disclosure Schedule sets forth all leases of personal property ("Personal Property Leases") involving annual payments in excess of $25,000 50,000 relating to personal property used in the business of the Company or any of its Subsidiaries Business or to which the Company or any of its the Subsidiaries is a party or by which the properties or assets of the Company or any of its the Subsidiaries is bound, and such property is in all material respects in the condition required of such property by the terms of the lease applicable thereto during the term of the lease. The Company Sellers have delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto. (bc) The Company and each of its the Subsidiaries have has a valid and enforceable leasehold interest under each of the Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and 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 . Each of the Personal Property Lease Leases is in full force and effect and neither the Company nor any of the Subsidiaries has received or given any written notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Company or any of its the Subsidiaries orunder any of the Personal Property Leases and, to the best knowledge Knowledge of the CompanySellers, by any no other party theretois in default thereof, and no event party to the Personal Property Leases has occurred that exercised any termination rights with the lapse of time or the giving of notice or both would constitute a default thereunderrespect thereto. (cd) The Schedule 5.16(d) of the Disclosure Schedule comprises a complete and accurate record of the plant, machinery, vehicles and equipment owned or used by the Company and its the Subsidiaries have with a value in excess of $25,000. (e) Notwithstanding anything contained in the sale agreement between Matrix International Limited (registered number 3690656) and Matrix Engineering Limited (registered number 3690656) pursuant to the Pre-Sale Reorganisation, all assets transferred and sold to the Subsidiaries pursuant to the transactions contemplated under the Pre-Sale Reorganisation will be transferred and sold with full title guarantee with the benefit of the representations, warranties and undertakings contained in this Agreement. (f) All assets transferred and sold pursuant to the transactions contemplated under the Pre-Sale Reorganisation will be sold and purchased at fair market value. (g) Notwithstanding anything contained in the sale agreement between Matrix International Limited (registered number 0356189) and Matrix Engineering Limited (registered number 3690656) pursuant to the Pre-Sale Reorganisation, the asset transfer and sale transactions contemplated under the Pre-Sale Reorganisation will convey to the applicable Subsidiaries good and marketable title to all of the items of tangible personal property reflected in the Balance Sheet (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice)such assets, free and clear of any and all Liens, Liens (other than as set forth on Schedule 3.12. All such items of tangible personal property which, individually or in the aggregate, are material Permitted Exceptions and subject to the operation repayment of the business Bank Debt), and there is no agreement or commitment to create a Lien in relation to such assets in favour of any Person, and no claim has been made by any Person to be entitled to any. For avoidance of doubt, following the consummation of the transactions contemplated under the Pre-Sale Reorganisation and as of the Closing Date, the assets of the Company and its the Subsidiaries (including such assets transferred and sold to the Subsidiaries of the Group pursuant to the transactions contemplated under the Pre-Sale Reorganisation) shall constitute all of the assets used in or held for use in the Business and are in good condition sufficient for the Purchaser to conduct the Business from and after the Closing Date without interruption and in a state the Ordinary Course of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes usedBusiness. (d) All of the items of tangible personal property used by the Company and its Subsidiaries under the Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used.

Tangible Personal Property. (a) The Company has good and marketable title to all of the items of tangible personal property reflected on the Balance Sheet (except as sold or disposed of subsequent to the date thereof in the Ordinary Course of Business), free and clear of any and all Liens, other than the Permitted Exceptions. Schedule 3.12(a5.13(a) sets forth an accurate and complete list of all fixed assets of the Company. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of the Company are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are reasonably suitable for the purposes currently used by the Company in all material respects. (b) Schedule 5.13(b) sets forth all leases of personal property ("“Personal Property Leases"”) involving annual payments in excess of $25,000 relating to personal property used in the business of the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party or by which the properties or assets of the Company or any of its Subsidiaries is are bound. All of the items of personal property under the Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are reasonably suitable for the purposes currently used by the Company in all material respects, and such property is in all material respects in the condition required of such property by the terms of the lease applicable thereto during the term of the lease. The Company Member has delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto. (bc) The Company and each of its Subsidiaries have has a valid and enforceable leasehold interest under each of the Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' ’ rights and 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), . Each of the Personal Property Leases is in full force and there effect. There is no default under any Personal Property Lease by the Company or any of its Subsidiaries or, to the best knowledge Knowledge of the Company, 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. (c) The Company and its Subsidiaries have good and marketable title . No party to all any of the items of tangible personal property reflected in the Balance Sheet (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice), free and clear of any and all Liens, other than as set forth on Schedule 3.12. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of the Company and its Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used. (d) All of the items of tangible personal property used by the Company and its Subsidiaries under the Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are suitable for the purposes usedhas exercised any termination rights with respect thereto.

Tangible Personal Property. (a) Schedule 3.12(a) 4.13 sets forth all leases of personal property ("Personal Property Leases") involving annual payments in excess of $25,000 relating to personal property used in the business of the Company Purchaser or any of its Subsidiaries or to which the Company Purchaser or any of its Subsidiaries is a party or by which the properties or assets of the Company Purchaser or any of its Subsidiaries is bound. The Company Purchaser has delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto. (b) The Company Purchaser and each of its Subsidiaries have 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 similar laws affecting creditors' rights and 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 Purchaser or any of its Subsidiaries or, to the best knowledge of the Company, 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. (c) The Company Purchaser and its Subsidiaries have good and marketable title to all of the items of tangible personal property reflected in the Balance Sheet (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice), free and clear of any and all Liens, other than as set forth on Schedule 3.12except those which would not have a Material Adverse Effect. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of the Company Purchaser and its Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used. (d) All of the items of tangible personal property used by the Company Purchaser and its Subsidiaries under the Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used.

Tangible Personal Property. (a) Schedule 3.12(a) sets The Company Disclosure Schedules set forth all leases of personal property ("Company Personal Property Leases") involving annual payments in excess of $25,000 relating to personal property used in the business of the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party or by which the properties or assets of the Company or any of its Subsidiaries is bound. The Company has delivered or otherwise made available to the Purchaser true, correct and complete copies of the Company Personal Property Leases, together with all amendments, modifications or supplements thereto. (b) The Company and each of its Subsidiaries have has a valid leasehold interest under each of the Company Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and 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 Company Personal Property Lease by the Company or any of its Subsidiaries or, to the best knowledge of the Company, 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. (c) The Company and its Subsidiaries have good and marketable title to all of the items of tangible personal property reflected in the Balance Sheet (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice), free and clear of any and all Liens, other than as set forth on Schedule 3.12in the Company Disclosure Schedules. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of the Company and its Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used. (d) All of the items of tangible personal property used by the Company and its Subsidiaries under the Company Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used.

Tangible Personal Property. (a) The Company and its Subsidiaries have good and marketable title to all of the items of tangible personal property reflected on the Balance Sheet (except as sold or disposed of subsequent to the date thereof in the Ordinary Course of Business), free and clear of any and all Liens, other than the Permitted Exceptions. All such items of tangible personal property are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used. (b) Schedule 3.12(a) 5.13 sets forth all leases of personal property ("“Personal Property Leases"”) involving annual payments in excess of $25,000 relating to personal property used in the business of the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party or by which the properties or assets of the Company or any of its Subsidiaries is bound. All of the items of personal property under the Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used, and such property is in all material respects in the condition required of such property by the terms of the lease applicable thereto during the term of the lease. The Company has delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto. (bc) The Company and each of its Subsidiaries have a valid and enforceable leasehold interest under each of the Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws Laws affecting creditors' ’ rights and 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), . Each of the Personal Property Leases is in full force and there effect. There is no default under any Personal Property Lease by the Company or any of its Subsidiaries or, to the best knowledge Knowledge of the CompanyCompany or the Sellers, 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. (c) The Company and its Subsidiaries have good and marketable title . No party to all any of the items of tangible personal property reflected in the Balance Sheet (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice), free and clear of any and all Liens, other than as set forth on Schedule 3.12. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of the Company and its Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used. (d) All of the items of tangible personal property used by the Company and its Subsidiaries under the Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are suitable for the purposes usedhas exercised any termination rights with respect thereto.

Tangible Personal Property. (a) Schedule 3.12(a) sets forth Each of the Company and its Subsidiaries has good and marketable title to all leases of their respective properties, interests in properties and personal property ("Personal Property Leases") involving annual payments in excess of $25,000 relating to assets, including, without limitation, all machinery and equipment, tools, spare and maintenance parts, furniture, vehicles and all other tangible personal property used in or necessary for the conduct of its business as presently conducted (collectively, the "Tangible Personal Property") owned by the Company and its Subsidiaries, and all such Tangible Personal Property is free and clear of any Liens, except as set forth on Schedule 2.9(a) and except for Permitted Liens. All items of Tangible Personal Property currently owned or used by the Company and its Subsidiaries as of the date hereof are in good operating condition and repair in all material respects in light of their respective ages, ordinary wear and tear excepted, are physically located at or about the Company's places of business and are owned outright by the Company and its Subsidiaries or validly leased except as otherwise set forth on Schedule 2.9(a) and subject to Permitted Liens. The owned and leased Tangible Personal Property constitutes all tangible personal property necessary for the operation of the business of the Company or any of and its Subsidiaries as currently conducted. None of the Tangible Personal Property is subject to any agreement, arrangement or understanding for its use by any person other than the Company or its Subsidiaries. The maintenance and operation of the Tangible Personal Property complies in all material respects with all applicable Laws, ordinances, contractual commitments and obligations. Except as set forth on Schedule 2.9(a), no item of Tangible Personal Property owned or used by the Company and its Subsidiaries as of the date hereof is subject to any conditional sale agreement, installment sale agreement or title retention or security agreement or arrangement of any kind. The Company has delivered to Parent a complete and correct fixed asset list of the Company and its Subsidiaries. (b) The Company has delivered to Parent a complete and correct list of all material Tangible Personal Property leases to which the Company or any of its Subsidiaries is a party or by which party, together with a brief description of the properties or assets property leased and each such lease is identified in Schedule 2.9(b). Each of the Company or and its Subsidiaries has delivered to Parent complete and correct copies of each lease (and any amendments thereto). Except as set forth on Schedule 2.9(b): (i) each such lease is in full force and effect; (ii) all lease payments due to the date hereof on any such lease have been paid, and neither the Company, any of its Subsidiaries is bound. The Company delivered or otherwise made available Subsidiaries, nor (to the Purchaser true, correct and complete copies knowledge of the Personal Property Leases, together with all amendments, modifications Company) any other party is in material breach or supplements thereto. (b) The Company and each of its Subsidiaries have 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 similar laws affecting creditors' rights and 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 material default under any Personal Property Lease such lease, and no event has occurred that constitutes, or with or without notice, lapse of time, or both would constitute, a material default by the Company or any of its Subsidiaries or, or (to the best knowledge of the Company, by ) any other party thereto, under such lease; and (iii) there are no event has occurred that with disputes or disagreements between the lapse Company or any of time or the giving of notice or both would constitute a default thereunder. (c) The Company and its Subsidiaries have good and marketable title to all of the items of tangible personal property reflected any other party in the Balance Sheet (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice), free and clear respect of any and all Liens, other than as set forth on Schedule 3.12. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of the Company and its Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes usedlease. (d) All of the items of tangible personal property used by the Company and its Subsidiaries under the Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used.

Tangible Personal Property. (a) The Company and its Subsidiaries have good and marketable title to all tangible personal property purported to be owned by the Company and its Subsidiaries free and clear of Liens, other than the Permitted Exceptions. All such items of tangible personal property are, in all material respects, in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes for which they are owned, used or held for use. (b) Section 3.19(b) of the Company Disclosure Schedule 3.12(a) sets forth all leases of personal property ("Personal Property Leases") involving annual payments in excess of $25,000 relating to personal property used in the business of the Company or any of its the Subsidiaries or to which the Company or any of its Subsidiaries is a party or by which the properties or assets of the Company or any of its Subsidiaries is bound. The Company delivered or otherwise made available to the Purchaser true, correct and complete copies of the bound (“Personal Property Leases, together with all amendments, modifications or supplements thereto. (b) The Company and each ”). All items of its Subsidiaries have a valid leasehold interest under each of the Personal Property Leases under which it is a lessee, personal property subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and 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 any of its Subsidiaries or, to the best knowledge of the Company, 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. (c) The Company and its Subsidiaries have good and marketable title to all of the items of tangible personal property reflected in the Balance Sheet (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice), free and clear of any and all Liens, other than as set forth on Schedule 3.12. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of the Company and its Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used. (d) All of the items of tangible personal property used by the Company and its Subsidiaries under the Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are suitable for the purposes usedused or held for use, and such property is in all material respects in the condition required of such property by the terms of the Personal Property Lease applicable thereto during the term thereof. The Company has delivered to Parent true, correct and complete copies of all Personal Property Leases, together with all amendments, modifications or supplements thereto. (c) The Company and each of its applicable Subsidiaries has a valid and enforceable leasehold interest under each of the Personal Property Leases under which it is a lessee. Each of the Personal Property Leases is in full force and effect and neither the Company nor any Subsidiary thereof has received or given any written notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Company or any Subsidiary thereof under any of the Personal Property Leases. To the Knowledge of the Company, no other party is in default under any Personal Property Lease, and no party to any Personal Property Lease has exercised any termination rights with respect thereto. Neither the execution and delivery of this Agreement nor the consummation of the Transactions by themselves will result in any payment, penalty, breach or termination under any Personal Property Lease, and all such Personal Property Leases shall remain in full force and effect for the benefit of the Surviving Corporation and its applicable Subsidiaries immediately after the Effective Time.

Tangible Personal Property. (a) Disclosure Schedule 3.12(a) 3.12 attached hereto sets forth all leases of personal property ("Personal Property Leases") involving annual payments in excess of $25,000 relating to personal property used in the business of the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party or by which the properties or assets of the Company or any of its Subsidiaries is bound. The Company delivered or otherwise made available to the Purchaser true, correct and complete copies list of the Personal Property Leases, together with all amendments, modifications or supplements thereto. (b) The Company and each of its Subsidiaries have 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 similar laws affecting creditors' rights and 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 any of its Subsidiaries or, to the best knowledge of the Company, 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. (c) The Company and its Subsidiaries have good and marketable title to all of the items of tangible personal property reflected owned by each respective Acquired Company as of December 31, 2016 having either a net book value or an estimated fair market value in excess of Two Thousand Five Hundred Dollars ($2,500); and Disclosure Schedule 3.12 sets forth a true, current and complete list of all tangible personal property not owned by the Acquired Companies, but in the Balance Sheet possession of or used in the Business of the Acquired Companies and having rental payments therefor in excess of One Thousand Dollars (except as sold $1,000) per month or disposed Twelve Thousand Dollars ($12,000) per year (collectively, the “Acquired Companies’ Tangible Personal Property”); and Disclosure Schedule 3.12 sets forth a true, current and complete list and descriptions of subsequent each respective owner of, and any agreement relating to the date thereof in use of, each item of Acquired Companies’ Tangible Personal Property not owned by either of the ordinary course Acquired Companies, and the circumstances under which such Acquired Companies’ Tangible Personal Property is used. Except as disclosed on Disclosure Schedule 3.12: (a) Each applicable Acquired Company has good, valid and marketable title to each item of business consistent with past practiceAcquired Companies’ Tangible Personal Property owned by it (as indicated on Disclosure Schedule 3.12), free and clear of any and all Liens; (b) No director, officer, stockholder or employee of either of the Acquired Companies, nor any spouse, child or other than as set forth on Schedule 3.12. All such items of tangible personal property whichrelative or other affiliate thereof, individually owns directly or indirectly, in whole or in part, any of the aggregateAcquired Companies’ Tangible Personal Property; (c) The Acquired Companies’ Tangible Personal Property is in good operating condition and repair, are material normal wear and tear excepted, is currently used by Acquired Companies, as indicated, in the Ordinary Course of Business of the Acquired Companies’ Business and normal maintenance has been consistently performed with respect to the Acquired Companies’ Tangible Personal Property; (d) Each Acquired Company owns or otherwise has the right to use all of the Acquired Companies’ Tangible Personal Property now used by it in or necessary to the operation of the business Business; and (e) At the Closing, the Acquired Companies’ Tangible Personal Property assets of the Company and its Subsidiaries are in good condition and in a state Acquired Companies will include all of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used. (d) All of the items of those tangible personal property used assets necessary to conduct the Business as presently conducted and will enable Acquired Companies to operate the Business in the same manner as operated by the Company Acquired Companies prior to and its Subsidiaries under as of the Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are suitable for the purposes usedEffective Time consistent with historic practices.

Tangible Personal Property. (a) Schedule 3.12(aSeller and the Subsidiaries have good and marketable title to all of the items of tangible personal property reflected on the Final Balance Sheet that relate to the Business or the Purchased Assets (except as sold or disposed of subsequent to the date thereof in the Ordinary Course of Business), free and clear of any and all Liens, other than Permitted Exceptions. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the Business are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used. (b) Section 5.10 of the Disclosure Memorandum sets forth all leases of personal property ("“Personal Property Leases"”) involving annual payments in excess of $25,000 10,000 relating to personal property that is located at a Seller Property and used in the business of the Company by Seller or any of its the Subsidiaries or to which in the Company or any of its Subsidiaries is a party Business or by which the properties or assets any of the Company or any of its Subsidiaries is Purchased Assets are bound. The Company All of the items of personal property under the Personal Property Leases are in good condition and repair and are suitable for the purposes used, and such property is in all material respects in the condition required of such property by the terms of the lease applicable thereto during the term of the lease. Seller has delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto. (bc) The Company Seller and each of its the Subsidiaries have a valid and enforceable leasehold interest under each of the Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' ’ rights and 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), . Each of the Personal Property Leases is in full force and there effect. There is no default under any Personal Property Lease by the Company Seller or any of its the Subsidiaries or, to the best knowledge Knowledge of the CompanyParent and Knowledge of Seller, 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. (c) The Company and its Subsidiaries have good and marketable title . No party to all any of the items of tangible personal property reflected in the Balance Sheet (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice), free and clear of any and all Liens, other than as set forth on Schedule 3.12. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of the Company and its Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used. (d) All of the items of tangible personal property used by the Company and its Subsidiaries under the Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are suitable for the purposes usedhas exercised any termination rights with respect thereto.

Tangible Personal Property. (a) Schedule 3.12(a) sets forth all leases of personal property ("Personal Property Leases") involving annual payments in excess of $25,000 10,000 relating to personal property used in the business of the Company or any of Company, including its Subsidiaries Subsidiaries, or to which the Company or any of Company, including its Subsidiaries Subsidiaries, is a party or by which the properties or assets of the Company or any of its Subsidiaries is bound. The Company has delivered or otherwise made available to the Purchaser Jaguar true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto. (b) The Company and each of (directly or through its Subsidiaries have Subsidiaries) 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 similar laws affecting creditors' rights and 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 any of (including its Subsidiaries Subsidiaries) or, to the best knowledge of the Company, 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. (c) The Company and (directly or through its Subsidiaries have Subsidiaries) has good and marketable title to all of the items of tangible personal property reflected in the Unaudited Company Balance Sheet (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice), free and clear of any and all Liens, Liens other than as set forth on Schedule 3.12the Permitted Exceptions. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of the Company and its Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used. (d) All of the items of tangible personal property used by the Company and its Subsidiaries under the Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used.

Tangible Personal Property. (a) Seller has good and marketable title to all of the items of tangible personal property used in the Business by Seller (except as sold or disposed of subsequent to the date hereof in the Ordinary Course of Business and not in violation of this Agreement), free and clear of any and all Liens, other than Permitted Exceptions. All such items of tangible personal property taken as a whole are in reasonably good operating condition (ordinary wear and tear excepted) and are suitable for the purposes used, in each case in all materials respects, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business. (b) Company Disclosure Schedule 3.12(a) 5.10 sets forth all leases of personal property ("Personal Property Leases") involving annual payments in excess of $25,000 relating to personal property used by Seller in the business of the Company or any of its Subsidiaries Business or to which the Company or any of its Subsidiaries Seller is a party or by which the properties or assets of the Company or any of its Subsidiaries Seller is bound. The Company All of the items of personal property under the Personal Property Leases taken as a whole are in reasonably good operating condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used, and such property is in all material respects in the condition required of such property by the terms of the lease applicable thereto during the term of the lease, in each case, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business. Seller has delivered or otherwise made available to the Purchaser Parent true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto. (bc) The Company Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) Seller has a valid, binding and each of its Subsidiaries have a valid enforceable leasehold interest under each of the Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium lessee and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles (ii) each of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no default under any the Personal Property Lease by the Company Leases is in full force and effect and Seller has not received or given any notice of its Subsidiaries or, to the best knowledge of the Company, by any other party thereto, and no default or event has occurred that with the notice or lapse of time time, or the giving of notice or both both, would constitute a default thereunder. (c) The Company and its Subsidiaries have good and marketable title to all by Seller under any of the items Personal Property Leases. To the Knowledge of tangible personal property reflected Seller, no other party is in the Balance Sheet (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice), free and clear of default under any and all Liens, other than as set forth on Schedule 3.12. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business Personal Property Leases, and no party to any of the Company and its Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used. (d) All of the items of tangible personal property used by the Company and its Subsidiaries under the Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are suitable for the purposes usedhas exercised any termination rights with respect thereto.

Tangible Personal Property. (a) Schedule 3.12(a3.7(a) sets forth a true, correct and complete list or description of all leases Equipment and all other tangible personal properties owned by Seller that are Purchased Assets (collectively the "Owned Tangible Personal Property"). Seller has good and marketable title to all Owned Tangible Personal Property, free and clear of any Liens of any kind or nature whatsoever, except as set forth on Schedule 3.7(a) hereto. (b) Schedule 3.7(b) hereto sets forth a true, correct and complete list or description of all Equipment and all other tangible personal property properties leased by Seller that are Purchased Assets (the "Personal Property Leases") involving annual payments in excess of $25,000 relating to personal property used in , and, together with the business Owned Tangible Personal Property, the "Tangible Personal Property"), together with a brief description of the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party or by which the properties or assets of the Company or any of its Subsidiaries is boundproperty leased. The Company delivered or otherwise Seller has made available to the Purchaser true, complete and correct and complete copies of the each Personal Property LeasesLease (and any amendments thereto) listed on Schedule 3.7(b). Except as set forth on Schedule 3.7(b): (i) each such lease is in full force and effect; (ii) all lease payments due to date on any such lease have been paid, together with all amendments, modifications or supplements thereto. (b) The Company and each of its Subsidiaries have 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 similar laws affecting creditors' rights and remedies generally and subject, as to enforceabilityneither Seller nor, to general principles the Knowledge of equity (regardless of whether enforcement Seller, any other party is sought in a proceeding at law or in equity), and there is no default under any Personal Property Lease by the Company or any of its Subsidiaries or, to the best knowledge of the Company, by any other party theretosuch lease, and no event has occurred that which constitutes, or with the lapse of time or the giving of notice or both would constitute constitute, a default thereunderby Seller or, to the Knowledge of Seller, any other party under such lease; and (iii) there are no disputes or disagreements between Seller and any other party with respect to any such lease. (c) The Company and its Subsidiaries have good and marketable title to all of the All items of Tangible Personal Property currently owned or used by Seller in the Business are in good operating condition and repair, subject to ordinary wear and maintenance, are physically located at or about Seller's place of business and are owned outright by Seller or validly leased. The owned and leased Tangible Personal Property consists of all tangible personal property reflected in necessary for the Balance Sheet (except operation of the Business as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice), free and clear of any and all Lienscurrently conducted, other than the tangible personal property listed on Schedule 2.2(a). None of the Tangible Personal Property is subject to any agreement, arrangement or understanding for its use by any Person other than Seller, except as set forth on Schedule 3.12. All such items of tangible personal property which, individually or in the aggregate, are material 3.7(b) with respect to the Personal Property Leases. The maintenance and operation of the business Tangible Personal Property complies in all material respects with all Applicable Law. Except as set forth on Schedule 3.7(c), no item of Tangible Personal Property owned or used by Seller is subject to any conditional sale agreement, installment sale agreement or title retention or security agreement or arrangement of any kind. As to each item of Tangible Personal Property subject to any such agreement or arrangement, Schedule 3.7(c) sets forth a brief description of the Company property in question and its Subsidiaries are in good condition the amount and in a state repayment terms of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes usedunderlying obligation. (d) All of the items of tangible personal property Except as set forth in Schedule 3.7(d), there are no gasses or other Hazardous Materials used by the Company and its Subsidiaries under the in or with any Tangible Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are suitable for the purposes usedProperty.

Tangible Personal Property. (a) Schedule 3.12(a) sets forth The Company has good title to all leases of machinery and equipment, tools, spare and maintenance parts, furniture, vehicles and all other tangible personal property (collectively, the "TANGIBLE PERSONAL PROPERTY") owned by the Company, free and clear of any Encumbrance of any kind or nature whatsoever, except for Permitted Liens. All material items of Tangible Personal Property Leases"currently owned or used by the Company as of the date hereof are in good operating condition and repair, ordinary wear and tear excepted, are physically located at or about the places of business of the Company and are owned outright by the Company or validly leased. Except as set forth on SCHEDULE 3.8(A) hereto, the owned and leased Tangible Personal Property consists of all tangible personal property necessary for the operation of the business of the Company as currently conducted or as currently contemplated to be conducted. (b) SCHEDULE 3.8(B) hereto sets forth a complete and correct list of all Tangible Personal Property leases to which the Company is a party involving total annual payments in excess of $25,000 relating to personal property used in the business or for a term of more than one year, together with a brief description of the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party or by which the properties or assets of the Company or any of its Subsidiaries is boundproperty leased. The Company delivered or otherwise has made available to the Purchaser true, Buyer complete and correct and complete copies of the Personal Property Leases, together with each lease (and any amendments thereto) listed on SCHEDULE 3.8(B) hereto. Except as set forth on SCHEDULE 3.8(B): (i) each such lease is in full force and effect; (ii) all amendments, modifications or supplements thereto. (b) The Company and each of its Subsidiaries lease payments due to date on any such lease have 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 similar laws affecting creditors' rights and 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)been paid, and there is no default under any Personal Property Lease by neither the Company or any of its Subsidiaries or, nor (to the best knowledge of the Company, by ) any other party theretois in material default under any such lease, and no event has occurred that which constitutes, or with the lapse of time or the giving of notice or both would constitute constitute, a material default thereunder. (c) The Company and its Subsidiaries have good and marketable title to all of the items of tangible personal property reflected in the Balance Sheet (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice), free and clear of any and all Liens, other than as set forth on Schedule 3.12. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of the Company and its Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used. (d) All of the items of tangible personal property used by the Company or (to the knowledge of the Company) any other party under such lease; and its Subsidiaries under (iii) to the Personal Property Leases knowledge of the Company, there are in good condition and repair (ordinary wear and tear excepted) and are suitable for no material defaults alleged against the purposes usedCompany or by any other party with respect to any such lease.