Common use of Title and Condition of Properties Clause in Contracts

Title and Condition of Properties. (a) Leased Real Property. The leases described for Leased Retail Stores and the warehouse lease on Schedule 3.11(a) attached hereto (the "PROPERTY LEASES") cover all of the real estate leased by the Sellers or Shareholders in connection with the Business. Each of the Property Leases is in full force and effect and the applicable Sellers hold valid and existing leasehold interests under each of such Property Leases. The Sellers have delivered to Buyer complete and accurate copies of each of the Property Leases, and none of such Property Leases has been modified in any respect, except to the extent that such modifications are disclosed by the copies delivered to Buyer. No Seller is in material default, and no circumstances exist which would result in such default (including upon the giving of notice or the passage of time, or both), under any of such Property Leases, and no other party thereto has the right to terminate, accelerate performance under or otherwise modify any of such leases. To the knowledge of the Sellers and Shareholders, no lessor under any such lease is in default under any of such leases in its duties to the lessee. Neither the Sellers nor the Shareholders have assigned, transferred, conveyed, subjected to a Security Interest, or otherwise encumbered any interest in any of the Property Leases. (b) Title; Condition and Sufficiency of Assets. Sellers own good and marketable title, free and clear of all Security Interests, to all of the Purchased Assets and the Owned Retail Stores. The Purchased Assets and the Retail Stores are in good condition and repair, except for ordinary wear and tear not caused by neglect, and are useable in the ordinary course of business. The Purchased Assets and the Retail Stores collectively include all assets necessary to the conduct of the Business as presently conducted and all assets which were used to conduct the Business since the Latest Balance Sheet Date, other than assets sold or otherwise disposed of in the ordinary course of business to non-affiliated third parties. No Seller other than the recipients of the Final Purchase Price or portion thereof own any assets, real or personal, which are used in the Business.

Title and Condition of Properties. (ai) Leased Real Property. The leases described for Leased Retail Stores and the warehouse lease on Schedule 3.11(a) attached hereto (the "PROPERTY LEASES") cover all of the FiberChem does not own any real estate leased by the Sellers or Shareholders in connection with the Business. Each of the Property Leases is in full force and effect and the applicable Sellers hold valid and existing leasehold interests under each of such Property Leases. The Sellers have delivered to Buyer complete and accurate copies of each of the Property Leases, and none of such Property Leases has been modified in any respectproperty, except to the extent that such modifications are as disclosed by the copies delivered to Buyeron SCHEDULE 5.12. No Seller is Except as disclosed in material defaultSchedule 5.12, and no circumstances exist which would result in such default (including upon the giving of notice or the passage of time, or both), under any of such Property Leases, and no other party thereto FiberChem has the right to terminate, accelerate performance under or otherwise modify any of such leases. To the knowledge of the Sellers and Shareholders, no lessor under any such lease is in default under any of such leases in its duties to the lessee. Neither the Sellers nor the Shareholders have assigned, transferred, conveyed, subjected to a Security Interest, or otherwise encumbered any interest in any of the Property Leases. (b) Title; Condition and Sufficiency of Assets. Sellers own good and marketable title, free and clear of all Security Interests, title to all of the Purchased Assets properties and the Owned Retail Stores. The Purchased Assets assets, real and the Retail Stores are in good condition personal, tangible and repairintangible, except for ordinary wear and tear not caused by neglect, and are useable reflected in the ordinary course of business. The Purchased Assets and the Retail Stores collectively include all assets necessary to the conduct of the Business as presently conducted FiberChem Financials and all assets properties acquired subsequent to June 30, 1999, which were used to conduct the Business since the Latest Balance Sheet Date, other than assets sold or otherwise have not been disposed of in the ordinary course of business since June 30, 1999, which property is subject to nonno mortgage, lien, deed of trust, claim, security interest, liability, conditional sales agreement, easement, right-affiliated third partiesof-way or any other encumbrance except as disclosed in Schedule 5.12. (ii) Schedule 5.12 contains an accurate list of all leases and other agreements under which FiberChem is lessee of any real property and/or any personal property (the "FIBERCHEM LEASES"). FiberChem enjoys peaceful and undisturbed possession under all of the Leases. True and correct copies of the FiberChem Leases have been made available to Intrex for inspection. No Seller other than the recipients notice of default or claim under any of the Final Purchase Price FiberChem Leases, or portion thereof own to the best of FiberChem's knowledge, no indication of any assetsdefault or claim has occurred or desire not to renew any of the FiberChem Leases, has been received by FiberChem, and FiberChem has performed in all material respects, all obligations required to be performed by it to date under the FiberChem Leases. (iii) All personal property, machinery and equipment which is material to the business, operations or condition (financial or otherwise) of FiberChem is in operating condition and, subject to routine maintenance and ordinary wear and tear, have been maintained in accordance with reasonable industry standards and are suitable for the purpose for which they are used. Except as disclosed in Schedule 5.12, FiberChem is not aware of nor has it received notice of, the violation of any applicable zoning regulation, ordinance or other law, order, regulation or requirement in force on the date hereof relating to FiberChem's businesses or its owned or leased real or personal, which are used in the Businesspersonal properties.

Title and Condition of Properties. (a) Leased Real Property. The leases described for Leased Retail Stores and the warehouse lease on Schedule 3.11(a) attached hereto (the "PROPERTY LEASES") cover all of the Corporation does not own any --------------------------------- real estate leased by the Sellers or Shareholders in connection with the Business. Each of the Property Leases is in full force and effect and the applicable Sellers hold valid and existing leasehold interests under each of such Property Leases. The Sellers have delivered to Buyer complete and accurate copies of each of the Property Leases, and none of such Property Leases has been modified in any respectproperty, except to the extent that such modifications are as disclosed by the copies delivered to Buyeron SCHEDULE 4(k). No Seller is in material default, and no circumstances exist which would result in such default (including upon the giving of notice or the passage of time, or bothExcept as disclosed on SCHEDULE 4(k), under any of such Property Leasesthe Corporation has good, marketable and no other party thereto has the right to terminate, accelerate performance under or otherwise modify any of such leases. To the knowledge of the Sellers and Shareholders, no lessor under any such lease is in default under any of such leases in its duties to the lessee. Neither the Sellers nor the Shareholders have assigned, transferred, conveyed, subjected to a Security Interest, or otherwise encumbered any interest in any of the Property Leases. (b) Title; Condition and Sufficiency of Assets. Sellers own good and marketable title, free and clear of all Security Interests, insurable title to all of the Purchased Assets properties and the Owned Retail Stores. The Purchased Assets assets, real and the Retail Stores are in good condition personal, tangible and repairintangible, except for ordinary wear and tear not caused by neglect, and are useable reflected in the ordinary course of business. The Purchased Assets and the Retail Stores collectively include all assets necessary to the conduct of the Business as presently conducted Financials and all assets properties acquired subsequent to February 28, 1998 and March 31, 1998, which were used to conduct the Business since the Latest Balance Sheet Date, other than assets sold or otherwise have not been disposed of in the ordinary course of business since February 28, 1998 and March 31, 1998, which property is subject to nonno mortgage, lien, deed of trust, claim, security interest, liability, conditional sales agreement, easement, right-affiliated third partiesof-way or any other encumbrance except as disclosed on SCHEDULE 4(k). No Seller SCHEDULE 4(k) contains an accurate list of all leases and other than agreements under which the recipients Corporation is lessee or lessor of any real or personal property. Each of the Final Purchase Price real property and personal property leases and agreements is in full force and effect and constitutes the legal, valid and binding obligation of the parties thereto. All personal property, machinery and equipment which are material to the business, operations or portion thereof own condition (financial or otherwise) of the Corporation is in operating condition and, subject to routine maintenance and ordinary wear and tear, have been maintained in accordance with reasonable industry standards and is suitable for the purpose for which it is used. Except as disclosed in SCHEDULE 4(k), neither the Sellers nor the Corporation is aware of or have received notice of, the violation of any assetsapplicable zoning regulation, ordinance or other law, order, regulation or requirement in force on the date hereof relating to the Corporation's business or its owned or leased real or personalpersonal properties, with which the Corporation has not complied. At the Closing, the Sellers shall provide, at their expense, an ALTA Extended title insurance policy in the amount of the purchase price allocated to the real property and improvements, as shown in SCHEDULE 4(k), which are used Buyer shall acquire (save and except for that property listed as Locations (Nos. 1 and 3 on SCHEDULE 4(k) ) insuring title vested in the BusinessCorporation or its nominees, subject only to nondeliquent real property taxes and those exceptions set forth on the preliminary title report which according to Buyer are acceptable and do not render title unmarketable or uninsurable. Sellers agree to provide any documentation reasonably requested which is required by the title company to issue such title insurance. Prior to the Closing, the Buyer or ABT may engage consultants or engineers of the Buyer's or ABT's choosing to conduct site studies of the real property as the Buyer deems necessary. The Buyer, ABT or its agents shall have the right to enter the real property at reasonable times before Closing to make such tests, inspections, studies, and other investigations as the Buyer or ABT may require, at the Buyer's expense and risk. The Buyer shall indemnify and hold the Sellers and the Corporation harmless from any loss, damage, or claim arising out of the Buyer's or ABT's access to or Buyer's or ABT's activities on, the real property owned or leased by the Corporation.

Title and Condition of Properties. (a) Leased Real PropertyNeither the Company nor the Subsidiary owns any real property, except as disclosed on SCHEDULE 4(k). The leases described for Leased Retail Stores and the warehouse lease Except as disclosed on Schedule 3.11(a) attached hereto (the "PROPERTY LEASES") cover all of the real estate leased by the Sellers or Shareholders in connection with the Business. Each of the Property Leases is in full force and effect and the applicable Sellers hold valid and existing leasehold interests under each of such Property Leases. The Sellers have delivered to Buyer complete and accurate copies of SCHEDULE 4(k), each of the Property Leases, Company and none of such Property Leases the Subsidiary has been modified in any respect, except to the extent that such modifications are disclosed by the copies delivered to Buyer. No Seller is in material default, and no circumstances exist which would result in such default (including upon the giving of notice or the passage of time, or both), under any of such Property Leases, and no other party thereto has the right to terminate, accelerate performance under or otherwise modify any of such leases. To the knowledge of the Sellers and Shareholders, no lessor under any such lease is in default under any of such leases in its duties to the lessee. Neither the Sellers nor the Shareholders have assigned, transferred, conveyed, subjected to a Security Interest, or otherwise encumbered any interest in any of the Property Leases. (b) Title; Condition and Sufficiency of Assets. Sellers own good and marketable title, free and clear of all Security Interests, title to all of the Purchased Assets assets, real, mixed, tangible and the Owned Retail Stores. The Purchased Assets and the Retail Stores are in good condition and repairintangible, except for ordinary wear and tear not caused by neglect, and are useable reflected in the ordinary course of business. The Purchased Assets and the Retail Stores collectively include all assets necessary to the conduct of the Business as presently conducted Financials and all assets acquired subsequent to March 31, 1998, which were used to conduct the Business since the Latest Balance Sheet Date, other than assets sold or otherwise have not been disposed of in the ordinary course of business since March 31, 1998, which assets are not subject to nonany mortgage, lien, claim, security interest, fixed or floating charge, debenture, conditional sales agreement, easement, right-affiliated third partiesof-way or other encumbrance, except as disclosed on SCHEDULE 4(k). No Seller SCHEDULE 4(k) contains a complete and accurate list of all leases and other than agreements under which the recipients Company or the Subsidiary is a lessee of any real or personal property. Except as disclosed on SCHEDULE 4(k), each of the Final Purchase Price real property and personal property leases and agreements is in full force and effect and constitutes the legal, valid and binding obligation of the parties thereto. All equipment and other tangible personal property which are material to the business, operations or portion thereof own condition (financial or otherwise) of the Company and the Subsidiary are in good operating condition and, subject to routine maintenance and ordinary wear and tear, have been maintained in accordance with reasonable industry standards and are suitable for the purpose for which they are used. Except as disclosed in SCHEDULE 4(k), none of Seller, the Shareholders or the Company is aware of, or has received notice of, the violation of any assetsapplicable zoning regulation, ordinance or other law, order, regulation or requirement in force on the date hereof relating to the business of the Company or the Subsidiary or its owned or leased real or personalpersonal properties, with which are used in the BusinessCompany or the Subsidiary has not complied.

Title and Condition of Properties. (ai) Leased Real Property. The leases described for Leased Retail Stores and the warehouse lease on Schedule 3.11(a) attached hereto (the "PROPERTY LEASES") cover all of the Intrex does not own any real estate leased by the Sellers or Shareholders in connection with the Business. Each of the Property Leases is in full force and effect and the applicable Sellers hold valid and existing leasehold interests under each of such Property Leases. The Sellers have delivered to Buyer complete and accurate copies of each of the Property Leases, and none of such Property Leases has been modified in any respectproperty, except to the extent that such modifications are as disclosed by the copies delivered to Buyeron SCHEDULE 5.12. No Seller is Except as disclosed in material defaultSchedule 5.12, and no circumstances exist which would result in such default (including upon the giving of notice or the passage of time, or both), under any of such Property Leases, and no other party thereto Intrex has the right to terminate, accelerate performance under or otherwise modify any of such leases. To the knowledge of the Sellers and Shareholders, no lessor under any such lease is in default under any of such leases in its duties to the lessee. Neither the Sellers nor the Shareholders have assigned, transferred, conveyed, subjected to a Security Interest, or otherwise encumbered any interest in any of the Property Leases. (b) Title; Condition and Sufficiency of Assets. Sellers own good and marketable title, free and clear of all Security Interests, title to all of the Purchased Assets properties and the Owned Retail Stores. The Purchased Assets assets, real and the Retail Stores are in good condition personal, tangible and repairintangible, except for ordinary wear and tear not caused by neglect, and are useable reflected in the ordinary course of business. The Purchased Assets and the Retail Stores collectively include all assets necessary to the conduct of the Business as presently conducted Financials and all assets properties acquired subsequent to December 31, 1998, which were used to conduct the Business since the Latest Balance Sheet Date, other than assets sold or otherwise have not been disposed of in the ordinary course of business since December 31, 1998, which property is subject to nonno mortgage, lien, deed of trust, claim, security interest, liability, conditional sales agreement, easement, right-affiliated third partiesof-way or any other encumbrance except as disclosed in Schedule 5.12. (ii) Schedule 5.12 contains an accurate list of the Leases under which Intrex is lessee of any real property and/or any personal property. Intrex enjoys peaceful and undisturbed possession under all of the Leases. True and correct copies of the Leases have been made available to FiberChem for inspection. No Seller other than the recipients notice of default or claim under any of the Final Purchase Price Leases, or portion thereof own to the best of Intrex's knowledge, no indication of any assetsdefault or claim has occurred or desire not to renew any of the Leases, has been received by Intrex, and Intrex has performed in all material respects, all obligations required to be performed by them to date under the Leases. (iii) All personal property, machinery and equipment which is material to the business, operations or condition (financial or otherwise) of Intrex is in operating condition and, subject to routine maintenance and ordinary wear and tear, have been maintained in accordance with reasonable industry standards and are suitable for the purpose for which they are used. Except as disclosed in Schedule 5.12, Intrex is not aware of nor has it received notice of, the violation of any applicable zoning regulation, ordinance or other law, order, regulation or requirement in force on the date hereof relating to Intrex's businesses or its owned or leased real or personal, which are used in the Businesspersonal properties.

Title and Condition of Properties. (ai) Leased Real Property. The leases described for Leased Retail Stores and the warehouse lease on Schedule 3.11(a) attached hereto (the "PROPERTY LEASES") cover all of the FiberChem does not own any real estate leased by the Sellers or Shareholders in connection with the Business. Each of the Property Leases is in full force and effect and the applicable Sellers hold valid and existing leasehold interests under each of such Property Leases. The Sellers have delivered to Buyer complete and accurate copies of each of the Property Leases, and none of such Property Leases has been modified in any respectproperty, except to the extent that such modifications are as disclosed by the copies delivered to Buyeron SCHEDULE 6.12. No Seller is Except as disclosed in material defaultSchedule 6.12, and no circumstances exist which would result in such default (including upon the giving of notice or the passage of time, or both), under any of such Property Leases, and no other party thereto FiberChem has the right to terminate, accelerate performance under or otherwise modify any of such leases. To the knowledge of the Sellers and Shareholders, no lessor under any such lease is in default under any of such leases in its duties to the lessee. Neither the Sellers nor the Shareholders have assigned, transferred, conveyed, subjected to a Security Interest, or otherwise encumbered any interest in any of the Property Leases. (b) Title; Condition and Sufficiency of Assets. Sellers own good and marketable title, free and clear of all Security Interests, title to all of the Purchased Assets properties and the Owned Retail Stores. The Purchased Assets assets, real and the Retail Stores are in good condition personal, tangible and repairintangible, except for ordinary wear and tear not caused by neglect, and are useable reflected in the ordinary course of business. The Purchased Assets and the Retail Stores collectively include all assets necessary to the conduct of the Business as presently conducted FiberChem Financials and all assets properties acquired subsequent to March 31, 2000, which were used to conduct the Business since the Latest Balance Sheet Date, other than assets sold or otherwise have not been disposed of in the ordinary course of business since March 31, 2000, which property is subject to nonno mortgage, lien, deed of trust, claim, security interest, liability, conditional sales agreement, easement, right-affiliated third partiesof-way or any other encumbrance except as disclosed in Schedule 6.12. (ii) Schedule 6.12 contains an accurate list of all leases and other agreements under which FiberChem is lessee of any real property and/or any personal property (the "FIBERCHEM LEASES"). FiberChem enjoys peaceful and undisturbed possession under all of the Leases. True and correct copies of the FiberChem Leases have been made available to Intrex for inspection. No Seller other than the recipients notice of default or claim under any of the Final Purchase Price FiberChem Leases, or portion thereof own to the best of FiberChem's knowledge, no indication of any assetsdefault or claim has occurred or desire not to renew any of the FiberChem Leases, has been received by FiberChem, and FiberChem has performed in all material respects, all obligations required to be performed by it to date under the FiberChem Leases. (iii) All personal property, machinery and equipment which is material to the business, operations or condition (financial or otherwise) of FiberChem is in operating condition and, subject to routine maintenance and ordinary wear and tear, have been maintained in accordance with reasonable industry standards and are suitable for the purpose for which they are used. Except as disclosed in Schedule 6.12, FiberChem is not aware of nor has it received notice of, the violation of any applicable zoning regulation, ordinance or other law, order, regulation or requirement in force on the date hereof relating to FiberChem's businesses or its owned or leased real or personal, which are used in the Businesspersonal properties.

Title and Condition of Properties. (a) Leased Real Property. The leases described for Leased Retail Stores and the warehouse lease on Schedule 3.11(a) attached hereto (the "PROPERTY LEASES") cover all of the Acquired Company does not own --------------------------------- any real estate leased by the Sellers or Shareholders in connection with the Business. Each of the Property Leases is in full force and effect and the applicable Sellers hold valid and existing leasehold interests under each of such Property Leases. The Sellers have delivered to Buyer complete and accurate copies of each of the Property Leases, and none of such Property Leases has been modified in any respectproperty, except to the extent that such modifications are as disclosed by the copies delivered to Buyeron SCHEDULE 4(K). No Seller is in material default, and no circumstances exist which would result in such default (including upon the giving of notice or the passage of time, or bothExcept as disclosed on SCHEDULE 4(K), under any of such Property Leases, and no other party thereto the Acquired Company has the right to terminate, accelerate performance under or otherwise modify any of such leases. To the knowledge of the Sellers and Shareholders, no lessor under any such lease is in default under any of such leases in its duties to the lessee. Neither the Sellers nor the Shareholders have assigned, transferred, conveyed, subjected to a Security Interest, or otherwise encumbered any interest in any of the Property Leases. (b) Title; Condition and Sufficiency of Assets. Sellers own good and marketable title, free and clear of all Security Interests, title to all of the Purchased Assets properties and the Owned Retail Stores. The Purchased Assets assets, real and the Retail Stores are in good condition personal, tangible and repairintangible, except for ordinary wear and tear not caused by neglect, and are useable reflected in the ordinary course of business. The Purchased Assets and the Retail Stores collectively include all assets necessary to the conduct of the Business as presently conducted Financials and all assets properties acquired subsequent to December 31, 1997, which were used to conduct the Business since the Latest Balance Sheet Date, other than assets sold or otherwise have not been disposed of in the ordinary course of business since December 31, 1997, which property is subject to nonno mortgage, lien, deed of trust, claim, security interest, liability, conditional sales agreement, easement, right-affiliated third partiesof-way or any other encumbrance except as disclosed on SCHEDULE 4(K). No Seller SCHEDULE 4(K) contains an accurate list of all leases and other than agreements under which the recipients Acquired Company is lessee of any personal property. Each of the Final Purchase Price real property and personal property leases and agreements is in full force and effect and constitutes the legal, valid and binding obligation of the parties thereto. All personal property, machinery and equipment which are material to the business, operations or portion thereof own condition (financial or otherwise) of the Acquired Company is in operating condition and, subject to routine maintenance and ordinary wear and tear, has been maintained in accordance with reasonable industry standards and is suitable for the purpose for which it is used. Except as disclosed in SCHEDULE 4(K), neither the Sellers nor the Acquired Company is aware of or has received notice of, the violation of any assetsapplicable zoning regulation, ordinance or other law, order, regulation or requirement in force on the date hereof relating to the Acquired Company's business or its owned or leased real or personalpersonal properties, with which are used it has not complied. Before Closing, the Buyer may engage consultants or engineers of the Buyer's choosing to conduct site studies of the real property as the Buyer deems necessary. The Buyer or its agents shall have the right to enter the real property at reasonable times before closing to make such tests, inspections, studies, and other investigations as the Buyer may require, at the Buyer's expense and risk. The Buyer shall indemnify and hold the Sellers harmless from any loss, damage, or claim arising out of the Buyer's access to the real property for the purpose of making tests, inspections, studies, and other investigations. It shall be a condition to closing that the results of such studies or analyses be acceptable to the Buyer in the Businessits sole discretion.

Title and Condition of Properties. (a) Leased Real Property. The leases described for Leased Retail Stores and the warehouse lease on Schedule 3.11(a) attached hereto (the "PROPERTY LEASES") cover all of the Acquired Company does not own --------------------------------- any real estate leased by the Sellers or Shareholders in connection with the Business. Each of the Property Leases is in full force and effect and the applicable Sellers hold valid and existing leasehold interests under each of such Property Leases. The Sellers have delivered to Buyer complete and accurate copies of each of the Property Leases, and none of such Property Leases has been modified in any respectproperty, except to the extent that such modifications are as disclosed by the copies delivered to Buyeron SCHEDULE 4(K). No Seller is in material default, and no circumstances exist which would result in such default (including upon the giving of notice or the passage of time, or bothExcept as disclosed on SCHEDULE 4(K), under any of such Property Leases, and no other party thereto the Acquired Company has the right to terminate, accelerate performance under or otherwise modify any of such leases. To the knowledge of the Sellers and Shareholders, no lessor under any such lease is in default under any of such leases in its duties to the lessee. Neither the Sellers nor the Shareholders have assigned, transferred, conveyed, subjected to a Security Interest, or otherwise encumbered any interest in any of the Property Leases. (b) Title; Condition and Sufficiency of Assets. Sellers own good and marketable title, free and clear of all Security Interests, title to all of the Purchased Assets properties and the Owned Retail Stores. The Purchased Assets assets, real and the Retail Stores are in good condition personal, tangible and repairintangible, except for ordinary wear and tear not caused by neglect, and are useable reflected in the ordinary course of business. The Purchased Assets and the Retail Stores collectively include all assets necessary to the conduct of the Business as presently conducted Financials and all assets properties acquired subsequent to December 31, 1997, which were used to conduct the Business since the Latest Balance Sheet Date, other than assets sold or otherwise have not been disposed of in the ordinary course of business since December 31, 1997, which property is subject to nonno mortgage, lien, deed of trust, claim, security interest, liability, conditional sales agreement, easement, right-affiliated third partiesof-way or any other encumbrance except as disclosed on SCHEDULE 4(K). No Seller SCHEDULE 4(K) contains an accurate list of all leases and other than agreements under which the recipients Acquired Company is lessee of any personal property. Each of the Final real property and personal property leases and agreements is in full force and effect and constitutes the legal, valid and binding obligation of the parties thereto. All personal property, machinery and equipment which are material to the business, operations or condition (financial or otherwise) of the Acquired Company is in operating condition and, subject to routine maintenance and ordinary wear and tear, has been maintained in accordance with reasonable industry standards and is suitable for the purpose for which it is used. Except as disclosed in SCHEDULE 4(K), neither the Sellers nor the Acquired Company is aware of or has received notice of, the violation of any applicable zoning regulation, ordinance or other law, order, regulation or requirement in force on the date hereof relating to the Acquired Company's business or its owned or leased real or personal properties, with which it has not complied. At Closing, the Sellers shall provide, at their expense, a standard owner's title insurance policy in the amount of the Purchase Price or portion thereof own any assets, allocated to the real or personalproperty and improvements, which are used Buyer shall acquire from Sellers, insuring title vested in the BusinessBuyer or its nominees, subject only to nondelinquent real property taxes and those exceptions set forth on the preliminary title report which according to Buyer are acceptable and do not render title unmarketable or uninsurable. Before Closing, the Buyer may engage consultants or engineers of the Buyer's choosing to conduct site studies of the real property as the Buyer deems necessary. The Buyer or its agents shall have the right to enter the real property at reasonable times before closing to make such tests, inspections, studies, and other investigations as the Buyer may require, at the Buyer's expense and risk. The Buyer shall indemnify and hold the Sellers harmless from any loss, damage, or claim arising out of the Buyer's access to the real property for the purpose of making tests, inspections, studies, and other investigations. It shall be a condition to closing that the results of such studies or analyses be acceptable to the Buyer in its sole discretion.

Title and Condition of Properties. (a) Leased Real PropertyThe Corporation does not own any real property. The leases described for Leased Retail Stores and the warehouse lease Except as disclosed on Schedule 3.11(a4(t) attached hereto (of this Agreement, the "PROPERTY LEASES"Corporation has good, marketable and insurable title to all properties and assets, real and personal, tangible and intangible, reflected in the Unaudited Financials and all properties acquired subsequent to December 10, 2010, which have not been disposed of in the ordinary course of business. Said property is subject to no mortgage, lien, deed of trust, claim, security interest, liability, conditional sales agreement, easement, right-of-way or any other encumbrance except as disclosed on Schedule 4(t) cover of this Agreement. Schedule 4(t) of this Agreement contains an accurate list of all leases and other agreements under which the Corporation is lessee of the real estate leased by the Sellers or Shareholders in connection with the Businessany personal property. Each of the Property Leases real property and personal property leases and agreements is in full force and effect and constitutes the applicable Sellers hold legal, valid and existing leasehold interests under each binding obligation of such Property Leasesthe parties thereto. The Sellers All personal property, machinery and equipment which are material to the business, operations or condition (financial or otherwise) of the Corporation is in operating condition and, subject to routine maintenance and ordinary wear and tear, have delivered been maintained in accordance with reasonable industry standards and is suitable for the purpose for which it is used. Except as disclosed in Schedule 4(t) of this Agreement, neither the Stockholders nor the Corporation is aware of or have received notice of, the violation of any applicable zoning regulation, ordinance or other law, order, regulation or requirement in force on the date hereof relating to the Corporation’s business or its owned or leased real or personal properties, with which the Corporation has not complied. Before closing, the Buyer complete and accurate copies may engage consultants or engineers of each the Buyer’s choosing to conduct site studies of the Property Leases, and none of such Property Leases has been modified in any respect, except to as the extent that such modifications are disclosed by the copies delivered to BuyerBuyer deems necessary. No Seller is in material default, and no circumstances exist which would result in such default (including upon the giving of notice The Buyer or the passage of time, or both), under any of such Property Leases, and no other party thereto has its agents shall have the right to terminateenter the Property at reasonable times before closing to make such tests, accelerate performance under inspections, studies, and other investigations as the Buyer may require, at the Buyer’s expense and risk. The Buyer shall indemnify and hold the Stockholders harmless from any loss, damage, or otherwise modify any claim arising out of the Buyer’s access to the Property for the purpose of making tests, inspections, studies, and other investigations. It shall be a condition to closing that the results of such leases. To studies or analyses be acceptable to the knowledge of the Sellers and Shareholders, no lessor under any such lease is in default under any of such leases Buyer in its duties to the lessee. Neither the Sellers nor the Shareholders have assigned, transferred, conveyed, subjected to a Security Interest, or otherwise encumbered any interest in any of the Property Leasessole discretion. (b) Title; Condition and Sufficiency of Assets. Sellers own good and marketable title, free and clear of all Security Interests, to all of the Purchased Assets and the Owned Retail Stores. The Purchased Assets and the Retail Stores are in good condition and repair, except for ordinary wear and tear not caused by neglect, and are useable in the ordinary course of business. The Purchased Assets and the Retail Stores collectively include all assets necessary to the conduct of the Business as presently conducted and all assets which were used to conduct the Business since the Latest Balance Sheet Date, other than assets sold or otherwise disposed of in the ordinary course of business to non-affiliated third parties. No Seller other than the recipients of the Final Purchase Price or portion thereof own any assets, real or personal, which are used in the Business.