Common use of Tangible Property Clause in Contracts

Tangible Property. (a) Section 3.10(a)(i) of the Company Disclosure Schedule sets forth a true, correct and complete list of each item of real property that, as of the date of this Agreement, is owned by the Company (“Owned Real Property”). The Company has good fee simple title to the Owned Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. Section 3.10(a)(ii) of the Company Disclosure Schedule contains a true, correct and complete list of each item of real property that, as of the date of this Agreement, is leased from or to a third party by the Company (“Leased Real Property”), the name of the third party lessor(s) or lessee(s) thereof, as the case may be, the date of the lease contract relating thereto and all amendments thereof. The Company has a valid and subsisting leasehold interest in, or the right to use, all Leased Real Property leased by it, in each case free and clear of all Encumbrances, other than Permitted Encumbrances. [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ****, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] (b) The Company has good and marketable title to each item of tangible personal property reflected in the Current Balance Sheet or acquired after the Balance Sheet Date (except tangible personal property sold or otherwise disposed of since the Balance Sheet Date in the ordinary course of business), or with respect to tangible leased properties, valid leasehold interests therein, free and clear of all Encumbrances, except in each case for Permitted Encumbrances. The plants, property and equipment of the Company that are used in the operations of the Company’s business are in all material respects in good operating condition and repair, subject to normal wear and tear and are usable in the ordinary course of business consistent with past practices. The tangible assets and properties of the Company constitute all of the tangible assets and properties necessary to conduct the Company’s operations and business as currently conducted by the Company. This Section 3.10 does not apply to Intellectual Property rights, which are addressed in Section 3.12 hereunder.

Tangible Property. Except for accounts payable, general ledger, fixed asset accounting, investment accounting and annual statement preparation software, there are no significant assets which the Target Corporations use in their businesses (as heretofore conducted) which are not either (i) owned by, or leased or licensed to, one of Target Corporations and are being conveyed to Xxxxxx pursuant to this Agreement; or (ii) owned by, or leased or licensed to, Acceleration National Insurance Company ("ANIC") and are being conveyed to Xxxxxx Property Insurance Company pursuant to the Asset Purchase Agreement between Xxxxxx Property Insurance Company, Accel and ANIC of even date herewith in connection with the sale of ANIC's warranty book of business (the "Asset Purchase Agreement"). (a) Section 3.10(a)(i) XXXX has good and marketable title to all of the Company Disclosure assets reflected on its books and records and on the XXXX September 30, 1997 Statutory Balance Sheet and on the XXXX September 30, 1997 GAAP Balance Sheet, free and clear of all Liens, except for those assets leased by XXXX under leases listed on Schedule sets forth a true2.8(a). All furniture, correct fixtures and complete list of each item of real property that, equipment owned or used by XXXX (the "XXXX Fixed Assets") will be in substantially the same condition on the Closing Date as of existed on the date of this Agreement, is owned by the Company reasonable wear and tear excepted. SUCH REPRESENTATION IS ACCEL'S SOLE WARRANTY WITH RESPECT TO THE XXXX FIXED ASSETS AND THE XXXX FIXED ASSETS ARE SOLD AS IS, WHERE IS, WITH ALL FAULTS AND WITH NO WARRANTIES, EXCEPT THOSE EXPRESSLY STATED HEREIN, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHICH IMPLIED WARRANTIES ARE EXPRESSLY EXCLUDED. (“Owned Real Property”). The Company b) Dublin has good fee simple and marketable title to all of the Owned Real Propertyassets reflected on its books and records and on the Dublin September 30, 1997 GAAP Balance Sheet, free and clear of all EncumbrancesLiens, other than Permitted Encumbrancesexcept for those assets leased by Dublin under leases listed on Schedule 2.8(b). Section 3.10(a)(iiAll furniture, fixtures and equipment owned or used by Dublin (the "Dublin Fixed Assets") of will be in substantially the Company Disclosure Schedule contains a true, correct and complete list of each item of real property that, same condition on the Closing Date as of existed on the date of this Agreement, is leased from or to a third party by the Company (“Leased Real Property”)reasonable wear and tear excepted. SUCH REPRESENTATION IS ACCEL'S SOLE WARRANTY WITH RESPECT TO THE DUBLIN FIXED ASSETS AND THE DUBLIN FIXED ASSETS ARE SOLD AS IS, the name of the third party lessor(s) or lessee(s) thereofWHERE IS, as the case may beWITH ALL FAULTS AND WITH NO WARRANTIES, the date of the lease contract relating thereto and all amendments thereof. The Company has a valid and subsisting leasehold interest inEXCEPT THOSE EXPRESSLY STATED HEREIN, or the right to useEXPRESS OR IMPLIED, all Leased Real Property leased by itINCLUDING WITHOUT LIMITATION, in each case free and clear of all Encumbrances, other than Permitted Encumbrances. [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS ANY IMPLIED WARRANTY OF THIS DOCUMENT. EACH SUCH PORTIONMERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ****, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONIMPLIED WARRANTIES ARE EXPRESSLY EXCLUDED.] (bc) The Company ANSC has good and marketable title to each item all of tangible personal property the assets reflected in on its books and records and on the Current ANSC September 30, 1997 GAAP Balance Sheet or acquired after the Balance Sheet Date (except tangible personal property sold or otherwise disposed of since the Balance Sheet Date in the ordinary course of business), or with respect to tangible leased properties, valid leasehold interests thereinSheet, free and clear of all EncumbrancesLiens, except in each case for Permitted Encumbrancesthose assets leased by ANSC under leases listed on Schedule 2.8(c). The plantsAll furniture, property fixtures and equipment owned or used by ANSC (the "ANSC Fixed Assets") will be in substantially the same condition on the Closing Date as existed on the date of the Company that are used in the operations of the Company’s business are in all material respects in good operating condition and repairthis Agreement, subject to normal reasonable wear and tear and are usable in the ordinary course of business consistent with past practicesexcepted. The tangible assets and properties of the Company constitute all of the tangible assets and properties necessary to conduct the Company’s operations and business as currently conducted by the Company. This Section 3.10 does not apply to Intellectual Property rightsSUCH REPRESENTATION IS ACCEL'S SOLE WARRANTY WITH RESPECT TO THE ANSC FIXED ASSETS AND THE ANSC FIXED ASSETS ARE SOLD AS IS, which are addressed in Section 3.12 hereunderWHERE IS, WITH ALL FAULTS AND WITH NO WARRANTIES, EXCEPT THOSE EXPRESSLY STATED HEREIN, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHICH IMPLIED WARRANTIES ARE EXPRESSLY EXCLUDED.

Tangible Property. (a) Section 3.10(a)(i) The Company and its Subsidiaries own or lease all buildings, equipment, and other tangible assets necessary for the conduct of the Company Disclosure its business as presently conducted and as presently proposed to be conducted. Schedule 3.13 sets forth a true, correct true and complete list of each item of all real property thatowned, as of the date of this Agreement, is owned leased or used by the Company (“Owned Real Property”)and its Subsidiaries. The Company has good fee simple title Except as set forth in Schedule 3.13, to the Owned Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. Section 3.10(a)(ii) Knowledge of the Company Disclosure Schedule contains a true, correct and complete list (i) the identified owner of each item of such real property that, as of the date of this Agreement, is leased from or to a third party by (if not the Company (“Leased Real Property”), the name of the third party lessor(sor its Subsidiaries) or lessee(s) thereof, as the case may be, the date of the lease contract relating thereto and all amendments thereof. The Company has a valid and subsisting leasehold interest in, or the right to use, all Leased Real Property leased by it, in each case free and clear of all Encumbrances, other than Permitted Encumbrances. [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ****, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] (b) The Company has good and marketable title to each item the parcel of real property, and has all necessary authority to lease such real property to the Company and/or its Subsidiaries, and (ii) there are no parties (other than the Company or its Subsidiaries) in possession of such parcel of real property which interferes with the use of such property by the Company and its Subsidiaries. Schedule 3.13 also sets forth a list of all of the leased and subleased parcels of real property subject to leases and subleases in favor of the Company and its Subsidiaries which evidence leasehold or subleasehold interests of the Company and its Subsidiaries in such properties and designates those leases which require consent of a lessor or sublessor in connection with the transactions contemplated hereby. (b) Except as set forth in Schedule 3.13, the Company has all easements, certificates of occupancy, permits, approvals, franchises, authorizations and other such rights, including but not limited to easements for all utilities (including without limitation all power lines, water lines and sewers) and roadways necessary to conduct the business conducted on such properties. (c) All of the Company's and its Subsidiaries' buildings, improvements thereto, machinery, equipment and other tangible personal property reflected are in the Current Balance Sheet or acquired after the Balance Sheet Date (except tangible personal property sold or otherwise disposed of since the Balance Sheet Date good condition and repair in the ordinary course of business), or with respect to tangible leased properties, valid leasehold interests therein, free and clear of all Encumbrancesrespects, except in each case for Permitted Encumbrances. The plants, property and equipment of the Company that are used in the operations of the Company’s business are in all material respects in good operating condition and repair, subject to normal ordinary wear and tear not caused by neglect, and are usable useable by the Company and its Subsidiaries in the ordinary course operation of its business consistent with past practicesin the Ordinary Course. The tangible assets and properties of the Company constitute and its Subsidiaries include all of the tangible property and assets and properties necessary to the conduct of its business as presently conducted and all tangible property and assets which were used by the Company and its Subsidiaries as reflected on the Latest Balance Sheet, other than assets (which are not material to the Company’s operations and business as currently conducted by , either individually or in the Company. This Section 3.10 does not apply aggregate) sold or otherwise disposed of in the Ordinary Course to Intellectual Property rights, which are addressed in Section 3.12 hereundernon-affiliated third parties.

Tangible Property. (a) Section 3.10(a)(i4.13(a)(i) of the Company Disclosure Schedule sets forth a true, correct and complete list of each item of real property that, as of the date of this Agreement, is owned by the any Acquired Company (“Owned Real Property”), including the street address thereof. The Company Star Manufacturing International, Inc. has good and indefeasible fee simple title to the Owned Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. Section 3.10(a)(ii4.13(a)(ii) of the Company Disclosure Schedule contains a true, correct and complete list of each item of real property thatin which, as of the date of this Agreement, is leased any Acquired Company has a leasehold interest granted from or to a third party by the Company (“Leased Real Property” and, together with the Owned Real Property, the “Real Property”), including the street address of the Leased Real Property, the name of the third party lessor(s) or lessee(s) thereof, as the case may be, the date of the lease contract relating thereto and all amendments thereofthereof (each, a “Lease”). The Each Acquired Company has a valid and subsisting leasehold interest in, or the right to use, in all Leased Real Property leased by it, in each case free and clear of all Encumbrances, other than Permitted Encumbrances. [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ****, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] (b) The Each Acquired Company has good valid and marketable title to each item subsisting ownership or leasehold interests in all of the material tangible personal property reflected assets and properties used or leased for use by such Acquired Company in connection with the Current Balance Sheet or acquired after conduct of the Balance Sheet Date (except tangible personal property sold or otherwise disposed of since the Balance Sheet Date in the ordinary course of business), or with respect to tangible leased properties, valid leasehold interests thereinBusiness, free and clear of all Encumbrances, except in each case for other than Permitted Encumbrances. The plants. (c) As of the date of this Agreement, property there are no pending, or to the Knowledge of the Company, threatened, condemnation or similar proceedings against any Acquired Company or otherwise relating to any of the Real Property, and equipment no Acquired Company has received any written notice of the same. (d) There are no leases, subleases, licenses or agreements, written or oral, granting to any third party or parties (other than any Acquired Company) the right of use or occupancy of any portion of any Owned Real Property. (e) There are no outstanding options or rights of first refusal to purchase any of the Owned Real Property, or any portion thereof or interest therein. (f) With respect to the Leased Real Property, except as set forth in Section 4.13(f) of the Company that are used Disclosure Schedule: (i) none of the Acquired Companies has assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the operations leasehold or subleasehold created by such Lease; and (ii) there are no outstanding options or rights of any party to terminate such Lease prior to the expiration of the Company’s business are term thereof. (g) No Acquired Company has received written notice of any, and to the Knowledge of the Company there is no, proposed or pending proceeding to change or redefine the zoning classification of all or any portion of the Real Property. (h) No portion of the Owned Real Property has suffered any material damage by fire or other casualty loss which has not heretofore been repaired and restored in all material respects in good operating condition and repair, subject to normal (ordinary wear and tear and are usable excepted), except as would not, individually or in the ordinary course aggregate, reasonably be expected to interfere with the Acquired Companies’ use of business consistent with past practices. such Owned Real Property. (i) The tangible assets and properties Owned Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcels. (j) To the Knowledge of the Company constitute all Company, the Owned Real Property is in material compliance with the terms and provision of the tangible assets and properties necessary to conduct the Company’s operations and business as currently conducted by the Company. This Section 3.10 does not apply to Intellectual Property rightsany restrictive covenants, which are addressed in Section 3.12 hereundereasements, or agreements affecting such Owned Real Property.

Tangible Property. (a) Section 3.10(a)(i) of the Company Disclosure Schedule sets forth a true, correct and complete list of each item of real property that, as of the date of this Agreement, is owned by the Company (“Owned Real Property”). The Company has good fee simple title to the Owned Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. Section 3.10(a)(ii3.14(a) of the Company Disclosure Schedule contains a true, correct and complete list of (i) each item of real property that(excluding leasehold improvements) owned, as of the date of this Agreementhereof, is leased from or to a third party by the Company or any Company Subsidiary (“Owned Real Property”), (ii) each item of real property leased from a third party, as of the date hereof, by the Company or any Company Subsidiary (“Leased Real Property”), the name of the third party lessor(s) or lessee(s) thereof, as the case may be, the date and term of the lease contract and the rental rate relating thereto and all amendments thereof. The Except as set forth in Section 3.14(a) of the Company Disclosure Schedule, either the Company or a Company Subsidiary has (i) legal, valid and marketable title to, and enjoys peaceful and undisturbed possession of, all Owned Real Property owned by it, and (ii) a valid and subsisting leasehold interest in, or the right to useand enjoys peaceful and undisturbed possession of, all Leased Real Property leased by it, in each case free and clear of all Encumbrances, other than Permitted Encumbrances. [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENTThere are no pending or, to the knowledge of the Company, threatened condemnation proceedings relating to, or any pending or, to the knowledge of the Company, threatened Actions relating to, the Company’s leasehold interests in such Leased Real Property or any portion thereof. EACH SUCH PORTIONExcept as set forth in Section 3.14(a) of the Company Disclosure Schedule, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ****(i) each lease to which the Company or any Company Subsidiary is a party with respect to the Leased Real Property is in full force and effect and represents a legally valid and binding obligation of the Company or the Company Subsidiary which is a party thereto, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONand to the Knowledge of the Company, represents a legally valid and binding obligation of the other parties thereto, (ii) each of the Company and the Company Subsidiaries has performed, in all material respects, all obligations required to be performed by it under each of the leases with respect to the Leased Real Property to which it is a party, (iii) neither the Company or any Company Subsidiary is in material breach or violation of, or material default under, any of the leases with respect to the Leased Real Property to which it is a party, nor has the Company or any Company Subsidiary received any written notice that it has breached, violated or defaulted under any of such leases, and (iv) to the Knowledge of the Company, there is no breach by any other party or parties to any of the leases with respect to the Leased Real Property.] (b) The Except as set forth in Section 3.14(b) of the Company has good Disclosure Schedule, the Company and marketable the Company Subsidiaries have legal and valid title to each item of tangible personal property reflected to, or in the Current Balance Sheet or acquired after the Balance Sheet Date (except tangible personal property sold or otherwise disposed case of since the Balance Sheet Date in the ordinary course of business), or with respect to tangible leased assets and properties, valid and subsisting leasehold interests thereinin, all of the material tangible personal assets and properties used or held for use by the Company or any Company Subsidiary in connection with the conduct of the Business, free and clear of all Encumbrances, except in each case for Encumbrances other than Permitted Encumbrances. The plants, All material personal property and equipment of the Company that are used in the operations of the Company’s business are in all material respects is in good operating condition and repaircondition, subject to normal ordinary wear and tear and are usable in the ordinary course of business consistent with past practices. The tangible assets and properties of the Company constitute all of the tangible assets and properties necessary to conduct the Company’s operations and business as currently conducted by the Company. This Section 3.10 does not apply to Intellectual Property rights, which are addressed in Section 3.12 hereunderexcepted.

Tangible Property. (a) Section 3.10(a)(i3.14(a)(i) of the Company Disclosure Schedule sets forth a true, correct and complete list of each item of real property that, as of the date of this Agreement, is owned by the Company (“Owned Real Property”). The Company has good fee simple title to the Owned Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. Section 3.10(a)(ii3.14(a)(ii) of the Company Disclosure Schedule contains a true, correct and complete list of each item of real property that, as of the date of this Agreement, is leased from or to a third party by the Company (“Leased Real Property”), the name of the third party lessor(s) or lessee(s) thereof, as the case may be, the date of the lease contract relating thereto and all amendments thereof. The Company has a valid and subsisting leasehold interest in, or the right to use, all Leased Real Property leased by it, in each case free and clear of all Encumbrances, other than Permitted Encumbrances. [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ****, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] (b) The Company has good and marketable title to each item of tangible personal property reflected in the Current Balance Sheet or acquired after the Balance Sheet Date (except tangible personal property sold or otherwise disposed of since the Balance Sheet Date in the ordinary course of business), or with respect to tangible leased properties, valid leasehold interests therein, free and clear of all Encumbrances, except in each case for Permitted Encumbrances. The plants, property and equipment of the Company that are used in the operations of the Company’s business are in all material respects in good operating condition and repair, subject to normal wear and tear and are usable in the ordinary course of business consistent with past practices. The tangible assets and properties of the Company constitute all of the tangible assets and properties necessary to conduct the Company’s operations and business as currently conducted by the Company. This Section 3.10 3.14 does not apply to Intellectual Property rights, which are addressed in Section 3.12 3.15 hereunder.

Tangible Property. (a) Section 3.10(a)(iSchedule 3.17(a) contains the Company's and its Subsidiaries' depreciation ledger of the Company Disclosure Schedule sets forth a trueall material machinery, correct equipment, fixtures, motor vehicles and complete list of each item of real other tangible personal property that, as of the date of this Agreement, is owned by the Company and its Subsidiaries (“Owned Real Property”collectively, the "OWNED TANGIBLE PROPERTY"). The Except as set forth in Schedule 3.17(a), the Company or one or more of its Subsidiaries has good fee simple title to the all Owned Real Property, Tangible Property free and clear of all Encumbrances, other than Permitted Encumbrances. Section 3.10(a)(iiLiens. (b) of the Company Disclosure Schedule 3.17(b) contains a true, correct and complete list of each item of real property that, as of the date indicated in such schedule of this Agreement(i) all material machinery, is leased from equipment, fixtures and other tangible personal property owned by another Person subject to any capital lease or rental agreement that constitutes a Material Contract to a third party by which the Company or any of its Subsidiaries is a party (“Leased Real Property”)collectively, the name "LEASED TANGIBLE PROPERTY") and (ii) a list of the third party lessor(s) leases of the Leased Tangible Property (the "TANGIBLE PROPERTY Leases"). Each of the Tangible Property Leases is in full force and effect and constitutes a valid and binding obligation of the Company or lessee(s) thereofone or more of its Subsidiaries and, as to the case may beCompany' s knowledge, the date of the lease contract relating thereto and all amendments thereofother party thereto, enforceable in accordance with its terms. The Company has a valid received no notice, and subsisting leasehold interest inhas no knowledge, of any default by the Company or any of its Subsidiaries (beyond any applicable grace or cure period) under any of the right Tangible Property Leases, and, to usethe Company's knowledge, no other party to any of the Tangible Property Leases is in breach or default thereunder. (c) Except as set forth in Schedule 3.17(c), all Owned Tangible Property and all Leased Real Tangible Property leased by it(collectively, the "TANGIBLE Property") is in each case free and clear of all Encumbrances, other than Permitted Encumbrances. [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ****, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] (b) The Company has good and marketable title to each item of tangible personal property reflected in the Current Balance Sheet or acquired after the Balance Sheet Date (except tangible personal property sold or otherwise disposed of since the Balance Sheet Date in the ordinary course of business)usable working condition, or with respect to tangible leased properties, valid leasehold interests therein, free and clear of all Encumbrances, except in each case for Permitted Encumbrances. The plants, property and equipment of the Company that are used in the operations of the Company’s business are in all material respects in good operating condition and repair, subject to normal wear and tear excepted, and are usable in is suitable for the ordinary course of business consistent with past practices. The tangible assets and properties of the Company constitute all of the tangible assets and properties necessary purposes for which it is used or is being replaced according to conduct the Company’s operations and business as currently conducted by the Company. This Section 3.10 does not apply to Intellectual Property rights, which are addressed in Section 3.12 hereunder's or its Subsidiaries' replacement policy.

Tangible Property. (a) Section 3.10(a)(i) of the Company Disclosure Schedule sets forth a true, correct and complete list of each item of real property that, as of the date of this Agreement, is owned by the Company (“Owned Real Property”). The Company has good fee simple title to the Owned Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. Section 3.10(a)(ii) of the Company Disclosure Schedule contains a true, correct and complete list of each item of real property that, as of the date of this Agreement, is leased from or to a third party by the Company (“Leased Real Property”), the name of the third party lessor(s) or lessee(s) thereof, as the case may be, the date of the lease contract relating thereto and all amendments thereof. The Company has a valid and subsisting leasehold interest in, or the right to use, all Leased Real Property leased by it, in each case free and clear of all Encumbrances, other than Permitted Encumbrances. [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ****, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] (b) The Company has good and marketable title to each item of tangible personal property reflected in the Current Balance Sheet or acquired after the Balance Sheet Date (except tangible personal property sold or otherwise disposed of since the Balance Sheet Date in the ordinary course of business), or with respect to tangible leased properties, valid leasehold interests therein, free and clear of all Encumbrances, except in each case for Permitted Encumbrances. The plants, property and equipment of the Company that are used in the operations of the Company’s business are in all material respects in good operating condition and repair, subject to normal wear and tear and are usable in the ordinary course of business consistent with past practices. The tangible assets and properties of the Company constitute all of the tangible assets and properties necessary to conduct the Company’s operations and business as currently conducted by the Company. This Section 3.10 does not apply to Intellectual Property rights, which are addressed in Section 3.12 hereunder.

Tangible Property. (a) Section 3.10(a)(i4.14(a) of the Company Disclosure Schedule sets forth a true, correct and complete list of each item of real property that, as of the date of this Agreement, is owned by the an Acquired Company (“Owned Real Property”). The applicable Acquired Company has good fee simple title to the Owned Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. The Owned Real Property is fully licensed, permitted and authorized for the operation of the Business conducted by the Acquired Company thereon, including under all applicable Laws relating to the Business conducted thereon (including, without limitation, all zoning restrictions, land use requirements and private use restrictions). There is public ingress and egress to and from all Owned Real Property and no portion of any improvements on the Owned Real Property encroaches onto neighboring properties and no improvements from neighboring properties encroach onto any portion of the Owned Real Property. To the Knowledge of the Company, no third party has a present or future right to possession of all or any part of the Owned Real Property and no third parties have any rights to drill or explore for, collect, produce, mine, excavate, deliver or transport oil, gas, coal, or other minerals in, on, beneath, across, over, through, from or to any portion of the Owned Real Property. (b) There are no pending or, to the Knowledge of the Company, threatened condemnation or eminent domain proceedings affecting all or any part of the Owned Real Property or any levied or pending or, to the Knowledge of the Company, proposed special assessments affecting all or any part of the Owned Real Property. (c) Section 3.10(a)(ii4.14(b) of the Company Disclosure Schedule contains a true, correct and complete list of each item of real property that, as of the date of this Agreement, is leased from or to a third party by the an Acquired Company (“Leased Real Property”), the name of the third party lessor(s) or lessee(s) thereof, as the case may be, the date of the lease contract relating thereto and all amendments thereof. The applicable Acquired Company has a valid and subsisting leasehold interest in, or the right to use, in all Leased Real Property leased by it, in each case free and clear of all Encumbrances, other than Permitted Encumbrances. [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ****, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] (b) The Company has good made available in the Data Room, for each parcel of Leased Real Property, a complete and marketable title accurate copy of the applicable lease, together with all amendments and assignments thereto. Neither an Acquired Company, nor to each item the Knowledge of the Company, any landlord, is in default under any lease related to the Leased Real Property. No Acquired Company has further leased, assigned or otherwise granted to any Person the right to use or occupy any portion of the Leased Real Property. (d) With regard to the Owned Real Property located in the United Kingdom plus any Acquired Company as owner or lessee of any of the Owned Real Property located in the United Kingdom: such Owned Real Property is substantially fit for the purpose for which it is presently used and, to the Knowledge of the Company, there is no act or matter that would reasonably be expected to act to limit or prevent the present permitted use of such Owned Real Property. (e) The Acquired Companies have valid and subsisting ownership or leasehold interests in all of the material tangible personal property reflected assets and properties used or leased for use by such Person in connection with the Current Balance Sheet or acquired after conduct of the Balance Sheet Date (except tangible personal property sold or otherwise disposed of since the Balance Sheet Date in the ordinary course of business), or with respect to tangible leased properties, valid leasehold interests thereinBusiness, free and clear of all Encumbrances, except in each case for other than Permitted Encumbrances. The plants, property and equipment of the Company that are used in the operations of the Company’s business are in all material respects in good operating condition and repair, subject to normal wear and tear and are usable in the ordinary course of business consistent with past practices. The tangible assets and properties of the Company constitute all of the tangible assets and properties necessary to conduct the Company’s operations and business as currently conducted by the Company. This Section 3.10 does not apply to Intellectual Property rights, which are addressed in Section 3.12 hereunder.