Common use of Tangible Properties Clause in Contracts

Tangible Properties. (a) Except as set forth in Section 2.17(a) of the Company Disclosure Schedule, the Company and each Company Subsidiary owns fee simple title to or has a valid leasehold interest in each of the real properties at which the Company or any Company Subsidiary conducts operations (the “Company Properties”), free and clear of any Liens, and the Company Properties are not subject to any easements, rights of way, covenants, conditions, restrictions or other written agreements, Laws affecting building use or occupancy, or reservations of an interest in title (collectively, “Property Restrictions”), except for (i) the matters set forth in Section 2.17 of the Company Disclosure Schedule, (ii) Property Restrictions imposed or promulgated by law or any governmental body or authority with respect to real property, including zoning regulations, that do not materially and adversely affect the current use of the property, (iii) Liens and Property Restrictions imposed on the fee title of any property leased by the Company or any of the Company Subsidiaries, (iv) Liens and Property Restrictions disclosed on existing title policies or reports or surveys that have been provided to Parent prior to the date of this Agreement and (v) mechanics’, carriers’, suppliers’, workmen’s or repairmen’s liens and other Property Restrictions, if any, which, individually or in the aggregate, are not material in amount, do not materially detract from the value of or materially interfere with the present use of any of the Company Properties subject thereto or affected thereby, and do not otherwise materially impair business operations conducted by the Company and the Company Subsidiaries and which have arisen or been incurred only in the ordinary course of business or are set forth in the Company’s financial statements included in the Company SEC Reports filed prior to the date of this Agreement. Except as set forth in Section 2.17 of the Company Disclosure Schedule or as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (A) no written notice of any violation of any Law affecting any portion of any of the Company Properties has been received by the Company or any Company Subsidiary from any Governmental Entity; (B) there are no structural defects relating to any of the Company Properties; (C) there is no Company Property whose building systems are not in working order in any respect; and (D) there is no physical damage for which the Company is responsible to any Company Property for which there is no insurance in effect covering the full cost of the restoration.

Tangible Properties. (a) Except as set forth in Section 2.17(a3.17(a) of the Company Parent Disclosure Schedule, the Company Parent and each Company Parent Subsidiary owns fee simple title to or has a valid leasehold interest in each of the real properties at which the Company Parent or any Company Parent Subsidiary conducts operations (the “Company Parent Properties”), free and clear of any Liens, and the Company Parent Properties are not subject to any easements, rights of way, covenants, conditions, restrictions or other written agreements, Laws affecting building use or occupancy, or reservations of an interest in title (collectively, “Parent Property Restrictions”), except for (i) the matters set forth in Section 2.17 3.17(a) of the Company Parent Disclosure Schedule, (ii) Parent Property Restrictions imposed or promulgated by law or any governmental body or authority with respect to real property, including zoning regulations, that do not materially and adversely affect the current use of the property, (iii) Liens and Parent Property Restrictions imposed on the fee title of any property leased by the Company Parent or any of the Company Parent Subsidiaries, (iv) Liens and Parent Property Restrictions disclosed on existing title policies or reports or surveys that have been provided to Parent prior to the date of this Agreement and (v) mechanics’, carriers’, suppliers’, workmen’s or repairmen’s liens and other Parent Property Restrictions, if any, which, individually or in the aggregate, are not material in amount, do not materially detract from the value of or materially interfere with the present use of any of the Company Parent Properties subject thereto or affected thereby, and do not otherwise materially impair business operations conducted by the Company Parent and the Company Parent Subsidiaries and which have arisen or been incurred only in the ordinary course of business or are set forth in the CompanyParent’s financial statements included in the Company Parent SEC Reports filed prior to the date of this Agreement. Except as set forth in Section 2.17 3.17(a) of the Company Parent Disclosure Schedule or as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectexceed One Hundred Thousand Dollars ($100,000.00), (A) no written notice of any violation of any Law affecting any portion of any of the Company Parent Properties has been received by the Company Parent or any Company Parent Subsidiary from any Governmental Entity; (B) there are no structural defects relating to any of the Company Parent Properties; (C) there is no Company Parent Property whose building systems are not in working order in any respect; and (D) there is no physical damage for which the Company Parent is responsible to any Company Parent Property for which there is no insurance in effect covering the full cost of the restoration.

Tangible Properties. (a) Except as set forth in Section 2.17(a2.16(a) of the Company Disclosure Schedule, the Company and each the Company Subsidiary owns fee simple title to or has a valid leasehold interest in each of the real properties at which the Company or any the Company Subsidiary conducts operations (the “Company Properties”), free and clear of any Liens, and the Company Properties are not subject to any easements, rights of way, covenants, conditions, restrictions or other written agreements, Laws affecting building use or occupancy, or reservations of an interest in title (collectively, “Company Property Restrictions”), except for (i) the matters set forth in Section 2.17 2.16(a) of the Company Disclosure Schedule, (ii) Company Property Restrictions imposed or promulgated by law or any governmental body or authority with respect to real property, including zoning regulations, that do not materially and adversely affect the current use of the property, (iii) Liens and Company Property Restrictions imposed on the fee title of any property leased by the Company or any of the Company SubsidiariesSubsidiary, (iv) Liens and Company Property Restrictions disclosed on existing title policies or reports or surveys that have been provided to Parent prior to the date of this Agreement and (v) mechanics’, carriers’, suppliers’, workmen’s or repairmen’s liens and other Company Property Restrictions, if any, which, individually or in the aggregate, are not material in amount, do not materially detract from the value of or materially interfere with the present use of any of the Company Properties subject thereto or affected thereby, and do not otherwise materially impair business operations conducted by the Company and the Company Subsidiaries Subsidiary and which have arisen or been incurred only in the ordinary course of business or are set forth in the Company’s financial statements included in the Company SEC Reports filed prior to the date of this AgreementFinancial Statements. Except as set forth in Section 2.17 2.16(a) of the Company Disclosure Schedule or as would not, individually Table of Contents or in the aggregate, reasonably be expected to have a Company Material Adverse Effectexceed One Hundred Thousand Dollars ($100,000.00), (A) no written notice of any violation of any Law affecting any portion of any of the Company Properties has been received by the Company or any the Company Subsidiary from any Governmental Entity; (B) there are no structural defects relating to any of the Company Properties; (C) there is no Company Property whose building systems are not in working order in any respect; and (D) there is no physical damage for which the Company is responsible to any Company Property for which there is no insurance in effect covering the full cost of the restoration.

Tangible Properties. (a) Except as set forth in Section 2.17(athe Entrade Disclosure Letter or the Entrade Reports, (i) of the Company Disclosure Schedule, the Company Entrade and each Company Subsidiary owns fee simple of its Subsidiaries has good and marketable title to all of its respective properties and assets, real, personal, tangible and intangible (including those reflected in the Entrade Balance Sheet, except as since sold or otherwise disposed of in the ordinary course of business, which sale or disposition, in any individual case or in the aggregate, has not had a valid leasehold interest in each of the real properties at which the Company materially adverse effect upon Entrade or any Company Subsidiary conducts operations (the “Company Properties”its Subsidiaries), free and clear of all Encumbrances of any Liensnature whatsoever, except for (A) the lien of taxes not yet due and payable, and (B) such imperfections of title and Encumbrances, if any, as do not materially detract from the Company Properties value, or interfere with the present use of the properties or the Entrade Business, or otherwise materially impair the business operations of Entrade or any of its Subsidiaries; (ii) Entrade and each of its Subsidiaries has valid and enforceable leases with respect to any premises leased by it as referenced in Section 5(k)(ii) hereto, has in all material respects performed all the obligations required to be performed by it to the date hereof under said leases and possesses and quietly enjoys said premises under said leases, and such premises are not subject to any Encumbrances, easements, rights of way, covenantsbuilding or use restrictions, conditionsexceptions, restrictions reservations or other written agreements, Laws affecting building limitations that in any material respect interfere with or impair the present and continued use or occupancy, or reservations of an interest thereof in title (collectively, “Property Restrictions”), except for (i) the matters set forth in Section 2.17 usual and normal conduct of the Company Disclosure Schedule, (ii) Property Restrictions imposed or promulgated by law or any governmental body or authority with respect to real property, including zoning regulations, that do not materially and adversely affect the current use of the property, Entrade Business; (iii) Liens and Property Restrictions imposed on the fee title neither Entrade nor any of its Subsidiaries has received notice of violation of any property applicable zoning regulation, ordinance or other law, order, regulation or requirement relating to the operations of, or owned or leased by the Company properties of Entrade or any of the Company Subsidiaries, its Subsidiaries and neither Entrade nor any of its Subsidiaries knows of any such violation; and (iv) Liens and Property Restrictions disclosed on existing title policies neither Entrade nor any of its Subsidiaries has received notice of any pending or reports or surveys that have been provided threatened condemnation proceedings relating to Parent prior to the date of this Agreement and (v) mechanics’, carriers’, suppliers’, workmen’s or repairmen’s liens and other Property Restrictions, if any, which, individually or in the aggregate, are not material in amount, do not materially detract from the value of or materially interfere with the present use of any of the Company Properties subject thereto owned or affected therebyleased properties of Entrade or any of its Subsidiaries and, so far as known to Entrade or its Subsidiaries, there are no such pending or threatened proceedings. The plants, structures, tangible properties and do not otherwise materially impair business operations conducted equipment owned, operated or leased by Entrade and its Subsidiaries which are material to the Company businesses of Entrade and the Company its Subsidiaries are in sufficient operating condition and which have arisen or been incurred only repair for operation in the ordinary course of business or their business, ordinary wear and tear excepted and are set forth in the Company’s financial statements included conformity in the Company SEC Reports filed prior to the date of this Agreement. Except as set forth in Section 2.17 of the Company Disclosure Schedule or as would notall material respects with all applicable laws, individually or in the aggregateordinances, reasonably be expected to have a Company Material Adverse Effectorders, regulations and other requirements (Aincluding applicable zoning, environmental, occupational safety and health laws and regulations) no written notice of any violation of any Law affecting any portion of any of the Company Properties has been received by the Company or any Company Subsidiary from any Governmental Entity; (B) there are no structural defects relating to any of the Company Properties; (C) there is no Company Property whose building systems are not in working order in any respect; and (D) there is no physical damage for which the Company is responsible to any Company Property for which there is no insurance presently in effect covering the full cost of the restorationor presently scheduled to take effect.

Tangible Properties. SCHEDULE 3.10 contains a true and complete list of all fixed assets, fixtures, computer hardware and software, automobiles, and other tangible personal property owned or leased by CNS or any CNS Subsidiary with a book value in excess of $10,000 (a) "CNS TANGIBLE PERSONAL PROPERTY"). Except as set forth in Section 2.17(a) of the Company Disclosure Schedulelisted on SCHEDULE 3.10 with respect to leased CNS Tangible Personal Property, the Company CNS and each Company CNS Subsidiary owns fee simple have good title to or has a valid leasehold interest in each of the real properties at which the Company or any Company Subsidiary conducts operations (the “Company Properties”), free and clear of all Claims to CNS Tangible Personal Property owned by CNS or any LiensCNS Subsidiary. With respect to any CNS Tangible Personal Property leased by CNS or any CNS Subsidiary, all leases, conditional sale contracts, franchises or licenses pursuant to which CNS or any CNS Subsidiary may hold or use (or permit others to hold or use) such CNS Tangible Personal Property are valid and in full force and effect, and the Company Properties are there is not subject to under any easements, rights of way, covenants, conditions, restrictions such instruments any existing default or other written agreements, Laws affecting building use event of default or occupancy, event which with notice or reservations lapse of an interest in title (collectively, “Property Restrictions”)time or both would constitute such a default, except for (i) the matters set forth in Section 2.17 of the Company Disclosure Schedule, (ii) Property Restrictions imposed any such defaults or promulgated by law or any governmental body or authority with respect to real property, including zoning regulations, notices that do not materially and adversely affect the current use of the property, (iii) Liens and Property Restrictions imposed on the fee title of any property leased by the Company or any of the Company Subsidiaries, (iv) Liens and Property Restrictions disclosed on existing title policies or reports or surveys that have been provided to Parent prior to the date of this Agreement and (v) mechanics’, carriers’, suppliers’, workmen’s or repairmen’s liens and other Property Restrictions, if any, which, individually or in the aggregate, are aggregate could not material reasonably be expected to result in amount, do not materially detract from the value of a CNS Material Adverse Change; and CNS's or materially interfere with the present any CNS Subsidiary's possession and use of such property has not been disturbed and no Claim has been asserted against CNS or any CNS Subsidiary adverse to their rights in such leasehold interests, except for any such claims that individually or in the aggregate could not reasonably be expected to result in a CNS Material Adverse Change. All CNS Tangible Personal Property is adequate and usable for the purposes for which it is currently used and each item of the Company Properties subject thereto CNS Tangible Personal Property, whether owned or affected therebyleased, is in good operating condition, reasonable wear and tear excepted, and do not otherwise materially impair business operations conducted by the Company has been properly maintained and the Company Subsidiaries and which have arisen or been incurred only in the ordinary course of business or are set forth in the Company’s financial statements included in the Company SEC Reports filed prior to the date of this Agreement. Except as set forth in Section 2.17 of the Company Disclosure Schedule or repaired, except as would not, individually or in the aggregate, reasonably be expected to have result in a Company CNS Material Adverse Effect, (A) no written notice of any violation of any Law affecting any portion of any Change. CNS Tangible Personal Property comprises all the equipment necessary for the continuing operation of the Company Properties CNS Business in the manner in which is has been received by the Company or any Company Subsidiary from any Governmental Entity; (B) there are no structural defects relating operated to any of the Company Properties; (C) there is no Company Property whose building systems are not in working order in any respect; and (D) there is no physical damage for which the Company is responsible to any Company Property for which there is no insurance in effect covering the full cost of the restorationdate.

Tangible Properties. (a) Except as set forth in Section 2.17(athe Nationwide Disclosure Letter, (i) of the Company Disclosure Schedule, the Company and each Company Subsidiary owns fee simple title to or has a valid leasehold interest in each of the real Acquired Corporations has good and marketable title to all of its respective properties at and assets, real, personal, tangible and intangible (including those reflected in the Nationwide Balance Sheet, except as since sold or otherwise disposed of in the ordinary course of business, which sale or disposition, in any individual case or in the Company or any Company Subsidiary conducts operations (aggregate, has not had a materially adverse effect upon the “Company Properties”Acquired Corporations), free and clear of all Encumbrances of any Liensnature whatsoever, except for (A) the lien of taxes not yet due and payable, and (B) such imperfections of title and Encumbrances, if any, as do not materially detract from the Company Properties value, or interfere with the present use of the properties or the Nationwide Business, or otherwise materially impair the business operations of the Acquired Corporations; (ii) each of the Acquired Corporations has valid and enforceable leases with respect to any premises leased by it as referenced in Section 4(l)(ii) hereto, has in all material respects performed all the obligations required to be performed by it to the date hereof under said leases and possesses and quietly enjoys said premises under said leases, and such premises are not subject to any Encumbrances, easements, rights of way, covenantsbuilding or use restrictions, conditionsexceptions, restrictions reservations or other written agreements, Laws affecting building limitations that in any material respect interfere with or impair the present and continued use or occupancy, or reservations of an interest thereof in title (collectively, “Property Restrictions”), except for (i) the matters set forth in Section 2.17 usual and normal conduct of the Company Disclosure Schedule, (ii) Property Restrictions imposed or promulgated by law or any governmental body or authority with respect to real property, including zoning regulations, that do not materially and adversely affect the current use of the property, Nationwide Business; (iii) Liens and Property Restrictions imposed on neither of the fee title Acquired Corporations has received notice of violation of any property applicable zoning regulation, ordinance or other law, order, regulation or requirement relating to the operations of, or owned or leased properties of the Acquired Corporations and the Stockholders know of no such violation; and (iv) neither of the Acquired Corporations has received notice of any pending or threatened condemnation proceedings relating to any of the owned or leased properties of the Acquired Corporations and, so far as known to the Stockholders, there are no such pending or threatened proceedings. The plants, structures, tangible properties and equipment owned, operated or leased by the Company or any Acquired Corporations which are material to the businesses of the Company Subsidiaries, (iv) Liens Acquired Corporations are in sufficient operating condition and Property Restrictions disclosed on existing title policies or reports or surveys that have been provided to Parent prior to the date of this Agreement and (v) mechanics’, carriers’, suppliers’, workmen’s or repairmen’s liens and other Property Restrictions, if any, which, individually or in the aggregate, are not material in amount, do not materially detract from the value of or materially interfere with the present use of any of the Company Properties subject thereto or affected thereby, and do not otherwise materially impair business operations conducted by the Company and the Company Subsidiaries and which have arisen or been incurred only repair for operation in the ordinary course of business or their business, ordinary wear and tear excepted and are set forth in the Company’s financial statements included conformity in the Company SEC Reports filed prior to the date of this Agreement. Except as set forth in Section 2.17 of the Company Disclosure Schedule or as would notall material respects with all applicable laws, individually or in the aggregateordinances, reasonably be expected to have a Company Material Adverse Effectorders, regulations and other requirements (Aincluding applicable zoning, environmental, occupational safety and health laws and regulations) no written notice of any violation of any Law affecting any portion of any of the Company Properties has been received by the Company or any Company Subsidiary from any Governmental Entity; (B) there are no structural defects relating to any of the Company Properties; (C) there is no Company Property whose building systems are not in working order in any respect; and (D) there is no physical damage for which the Company is responsible to any Company Property for which there is no insurance presently in effect covering the full cost of the restorationor presently scheduled to take effect.

Tangible Properties. (a) Except An asset register of the Seller as of a recent date along with a list of all Real Property is set forth in Section 2.17(a) of the Company Disclosure Scheduleon Schedule 4.11 hereto. Seller has good and marketable title (and with respect to all owned real property, the Company and each Company Subsidiary owns fee simple title title) to or has a valid leasehold interest in each of all the real properties at which the Company or any Company Subsidiary conducts operations (the “Company Properties”)Assets, free and clear of any Liens, and the Company Properties are not subject to any easements, rights of way, covenants, conditions, restrictions or other written agreements, Laws affecting building use or occupancy, or reservations of an interest in title (collectively, “Property Restrictions”), except for (i) the matters set forth in Section 2.17 lien of the Company Disclosure Schedulecurrent real and personal property taxes which are not yet due and payable, (ii) Property Restrictions imposed or promulgated by law or any governmental body or authority with respect to real propertysuch covenants, including zoning regulationsrestrictions, that do not materially encroachments, easements and adversely affect the current use of the property, (iii) Liens and Property Restrictions imposed on the fee title of any property leased by the Company or any of the Company Subsidiaries, (iv) Liens and Property Restrictions disclosed on existing title policies or reports or surveys that have been provided to Parent prior to the date of this Agreement and (v) mechanics’, carriers’, suppliers’, workmen’s or repairmen’s liens and other Property RestrictionsLiens, if any, which, individually or in the aggregate, are not material in amount, as do not materially detract from the value of value, or materially interfere with the present use occupancy or use, of any of the Company Properties subject thereto Assets or affected thereby, and do not otherwise materially impair business the operations conducted of the Business and (iii) the items set forth on Schedule 4.11(a) hereto ("Permitted Liens"). Seller possesses and quietly enjoys all premises owned or leased by it, and such premises are not subject to any Liens, easements, rights-of-way, building use or occupancy restrictions, exceptions, reservations or limitations that in any material respect interfere with or impair the Company present and the Company Subsidiaries and which have arisen or been incurred only continued use thereof in the ordinary course usual and normal conduct of business the Business. All Real Property owned by Seller complies in all material respects with any applicable zoning regulation, ordinance or are set forth in the Company’s financial statements included in the Company SEC Reports filed prior other law, order, regulation or requirement relating to the date occupancy and operations thereof and, to the best of this Agreement. Except as set forth in Section 2.17 Seller's knowledge, each of the Company Disclosure Schedule premises leased by Seller complies in all material respects with all such applicable regulations or as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (A) no written laws. Seller has not received notice of any violation of any Law affecting any portion of any of the Company Properties has been received by the Company pending or any Company Subsidiary from any Governmental Entity; (B) threatened condemnation proceedings relating to Seller's owned or leased properties and, so far as known to Seller, there are no structural defects relating to any of the Company Properties; (C) there is no Company Property whose building systems are not in working order in any respect; and (D) there is no physical damage for which the Company is responsible to any Company Property for which there is no insurance in effect covering the full cost of the restorationsuch pending or threatened proceedings.

Tangible Properties. The Company owns no real property. (ai) Except as set forth in Section 2.17(a) The Company has good, valid and marketable title to all of the Company Disclosure Schedulepersonal properties and tangible assets which it purports to own (including those reflected in the Balance Sheet, except as since sold or otherwise disposed of in the Company and each Company Subsidiary owns fee simple title to or has a valid leasehold interest in each ordinary course of the real properties at which the Company or any Company Subsidiary conducts operations (the “Company Properties”business), free and clear of all Encumbrances of any Liensnature whatsoever, except for (A) the lien of taxes not yet due and payable, (B) such imperfections of title and encumbrances, if any, which are not substantial in amount and as do not detract from the value, or interfere with the present or contemplated use, of the properties of the Company, respectively, or otherwise impair in any material respect the business operations of the Company and (C) as otherwise set forth on Schedule 4(n) hereto; (ii) the Company has in all respects performed all the obligations required to be performed by it to the date hereof under said leases and possesses and quietly enjoys said properties under said leases, and the Company Properties (iii) such properties are not subject to any Encumbrances, easements, rights of way, covenantsbuilding or use restrictions, conditionsexceptions, restrictions or other written agreements, Laws affecting building use or occupancyreservations, or reservations limitations that interfere with or impair in any material respect the present and continued use thereof in the usual and normal conduct of an interest in title (collectively, “Property Restrictions”), except for the business of the Company. The Company has not received written or oral notice of (i) any violation of any applicable zoning regulation, ordinance or other law, order, regulation or requirement relating to the matters set forth in Section 2.17 operations of leased properties of the Company Disclosure Schedule, and the Company knows of no such violation or (ii) Property Restrictions imposed any pending or promulgated by law or any governmental body or authority with respect threatened condemnation proceedings relating to real property, including zoning regulations, that do not materially and adversely affect the current use of the property, (iii) Liens and Property Restrictions imposed on the fee title of any property leased by the Company or any of the Company Subsidiariestheir leased properties and, (iv) Liens and Property Restrictions disclosed on existing title policies or reports or surveys that have been provided to Parent prior so far as known to the date of this Agreement and (v) mechanics’Company, carriers’there are no such pending or threatened proceedings, suppliers’in each case, workmen’s where such violation or repairmen’s liens and other Property Restrictions, if any, whichproceeding could reasonably be expected, individually or in the aggregate, are not to have a Material Adverse Effect. The plants, structures, equipment and material in amounttangible properties owned, do not materially detract from the value of operated or materially interfere with the present use of any of the Company Properties subject thereto or affected thereby, and do not otherwise materially impair business operations conducted leased by the Company are in all material respects well maintained and the Company Subsidiaries are in good operating condition and which have arisen or been incurred only in the repair, ordinary course of business or are set forth in the Company’s financial statements included in the Company SEC Reports filed prior to the date of this Agreement. Except as set forth in Section 2.17 of the Company Disclosure Schedule or as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (A) no written notice of any violation of any Law affecting any portion of any of the Company Properties has been received by the Company or any Company Subsidiary from any Governmental Entity; (B) there are no structural defects relating to any of the Company Properties; (C) there is no Company Property whose building systems are not in working order in any respect; wear and (D) there is no physical damage for which the Company is responsible to any Company Property for which there is no insurance in effect covering the full cost of the restorationtear excepted.

Tangible Properties. The Companies do not own any real property (a) Except as set "Real Property"). Schedule 4.11 sets forth in Section 2.17(a) a complete and accurate list of the Company Disclosure Schedule, the Company and each Company Subsidiary owns fee simple title to or has a valid leasehold interest in each of the real properties at which the Company or any Company Subsidiary conducts operations (the “Company Properties”), free and clear of any Liens, and the Company Properties are not subject to any easements, rights of way, covenants, conditions, restrictions or other written agreements, Laws affecting building use or occupancy, or reservations of an interest in title (collectively, “Property Restrictions”), except for all (i) the matters set forth in Section 2.17 of the Company Disclosure ScheduleReal Property leases ("Real Property Leases"), (ii) Property Restrictions imposed all leases of material personal property used in the operation of the business of the Companies, and (iii) all material executory contracts to which the Companies are a party for the sale or promulgated purchase of real and personal property (excluding contracts for the purchase or sale of inventory or supplies in the ordinary course of business). Each of the Companies has valid, binding and enforceable in accordance with its terms (except as enforcement thereof may be limited by law bankruptcy, insolvency or any governmental body other similar laws affecting the enforcement of creditors' rights in general, moratorium laws or authority by general principles of equity) leases with respect to any personal or real property, including zoning regulations, that do not materially and adversely affect the current use of the property, (iii) Liens and Property Restrictions imposed on the fee title of any property leased by it, has performed all the Company or obligations required to be performed by it under said leases, except where any of the Company Subsidiaries, (iv) Liens and Property Restrictions disclosed on existing title policies or reports or surveys that have been provided such failure to Parent prior to the date of this Agreement and (v) mechanics’, carriers’, suppliers’, workmen’s or repairmen’s liens and other Property Restrictions, if any, whichperform would not have, individually or in the aggregate, a Material Adverse Effect, and possesses and quietly enjoys said properties under said leases, and such properties are not material in amountsubject to any Liens, do not materially detract from easements, rights of way, building or use restrictions, exceptions, reservations or limitations, other than Permitted Liens. None of the value Companies has received notice of (A) any violation of any applicable zoning regulation, ordinance or materially interfere with other law, order, regulation or requirement relating to the present use operations of owned or leased properties related to the business of the Companies and none of the Companies has any knowledge of any violation or (B) any pending or threatened condemnation proceedings relating to any of the Company Properties subject thereto owned or affected thereby, and do not otherwise materially impair business operations conducted by the Company and the Company Subsidiaries and which have arisen or been incurred only in the ordinary course of business or are set forth in the Company’s financial statements leased properties included in the Company SEC Reports filed prior Business Assets and there are no such pending or threatened proceedings. The plants, structures, tangible properties and equipment owned, operated or leased relating to the date of this Agreement. Except as set forth in Section 2.17 business of the Company Disclosure Schedule Companies, as currently conducted, are in good operating condition and repair, ordinary wear and tear excepted, and are in conformity with all applicable laws, ordinance, orders, regulations and other requirements (including applicable zoning laws and regulations and Environmental Laws (as hereinafter defined)) presently in effect or as scheduled to take effect, except where such failure would notnot have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Seller has delivered to or made available to the Purchaser or the Purchaser's counsel true and complete copies of all leases, (A) no written notice agreements, contracts and deeds or other evidence of any violation of any Law affecting any portion of any of the Company Properties has been received by the Company title to owned or any Company Subsidiary from any Governmental Entity; (B) there are no structural defects relating to any of the Company Properties; (C) there is no Company Property whose building systems are not in working order in any respect; and (D) there is no physical damage for which the Company is responsible to any Company Property for which there is no insurance in effect covering the full cost of the restorationleased property listed on Schedule 4.11 hereof.