Common use of Title and Condition of Properties Clause in Contracts

Title and Condition of Properties. (i) IPS does not own any real property, except as set forth on Schedule 3t of this Agreement. IPS has good, marketable title to all properties and Assets, real and personal, tangible and intangible, reflected in the Unaudited Financials and all properties acquired subsequent to the Balance Sheet Date, 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 may be filed in the Ordinary Course of Business. (ii) Schedule 3(t) of this Agreement contains an accurate list of all leases and other agreements under which IPS is lessee of any real or personal property. Each of the 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 IPS 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. (iii) To the Best Knowledge of the IPS Stockholders and IPS, neither the IPS Stockholders nor IPS 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 IPS’s Business or its owned or leased real or personal properties, with which IPS has not complied or is in the process of complying as may be appropriate.

Title and Condition of Properties. (i) IPS The Company does not own any real property, except as may be reflected in the financial information provided. Except as set forth on Schedule 3t of this Agreement. IPS 4(t), the Company has good, marketable title to all properties and Assetsassets, real and personal, tangible and intangible, reflected in the Unaudited Financials and all properties acquired subsequent to the Balance Sheet Date, which have not been disposed of in the Ordinary Course ordinary course of Businessbusiness. 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 encumbrance except as may be filed in the Ordinary Course of Business. (ii) . Schedule 3(t) of this Agreement contains an accurate list of all leases and other agreements under which IPS the Company is lessee of any real or personal property. Each of the 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 Businessbusiness, operations or condition (financial or otherwise) of IPS the Company 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. (iii) . To the Best Knowledge best of the IPS Stockholders and IPStheir knowledge, neither the IPS Stockholders nor IPS the Company is aware of or have received notice of, the violation of any applicable zoning regulation, ordinance or other law, Orderorder, regulation or requirement in force on the date hereof relating to IPSthe Company’s Business business or its owned or leased real or personal properties, with which IPS the Company has not complied or is in the process of complying as may be appropriate.

Title and Condition of Properties. (i) IPS The Company does not own any real property, except as set forth on Schedule 3t of this Agreementmay be reflected in the financial information provided. IPS The Company has good, marketable title to all properties and Assetsassets, real and personal, tangible and intangible, reflected in the Unaudited Financials and all properties acquired subsequent to the Balance Sheet Date, which have not been disposed of in the Ordinary Course ordinary course of Businessbusiness. 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 encumbrance except as may be filed in the Ordinary Course of Business. (ii) . The Escrowed Shares being purchased from the former shareholder have a security interest as stated above. Schedule 3(t) of this Agreement contains an accurate list of all leases and other agreements under which IPS the Company is lessee of any real or personal property. Each of the 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. The Company’s lease on the office building on Xxxxx Ave. West in Carlsbad, CA is subject to a legal dispute involving the Stockholders and a former shareholder. All personal property, machinery and equipment which are material to the Businessbusiness, operations or condition (financial or otherwise) of IPS the Company 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. (iii) . To the Best Knowledge best of the IPS Stockholders and IPStheir knowledge, neither the IPS Stockholders nor IPS the Company is aware of or have received notice of, the violation of any applicable zoning regulation, ordinance or other law, Orderorder, regulation or requirement in force on the date hereof relating to IPSthe Company’s Business business or its owned or leased real or personal properties, with which IPS the Company has not complied or is in the process of complying as may be appropriate.

Title and Condition of Properties. (i) IPS The Corporation does not own any real property, except . Except as set forth disclosed on Schedule 3t 4(t) of this Agreement. IPS , the Corporation has good, marketable title to all properties and Assetsassets, real and personal, tangible and intangible, reflected in the Unaudited Financials and all properties acquired subsequent to the Balance Sheet DateDecember 10, 2010, which have not been disposed of in the Ordinary Course ordinary course of Businessbusiness. 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 encumbrance except as may be filed in the Ordinary Course disclosed on Schedule 4(t) of Business. (ii) this Agreement. Schedule 3(t4(t) of this Agreement contains an accurate list of all leases and other agreements under which IPS the Corporation is lessee of any real or personal property. Each of the 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 Businessbusiness, operations or condition (financial or otherwise) of IPS 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. (iii. Except as disclosed in Schedule 4(t) To the Best Knowledge of the IPS Stockholders and IPSthis Agreement, neither the IPS Stockholders nor IPS the Corporation is aware of or have received notice of, the violation of any applicable zoning regulation, ordinance or other law, Orderorder, regulation or requirement in force on the date hereof relating to IPSthe Corporation’s Business business or its owned or leased real or personal properties, with which IPS the Corporation has not complied complied. Before Closing, the Buyer may engage consultants or is engineers of the Buyer’s choosing to conduct site studies of the Property as the Buyer deems necessary. The Buyer or its agents shall have the right to enter the 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 Corporation and the Stockholders harmless from any loss, damage, or 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 studies or analyses be acceptable to the Buyer in the process of complying as may be appropriateits sole discretion.

Title and Condition of Properties. (i) IPS GXXX does not own any real property, except as set forth on Schedule 3t of this Agreementmay be reflected in the financial information provided. IPS GXXX has good, marketable title to all properties and Assetsassets, real and personal, tangible and intangible, reflected in the GXXX Unaudited Financials and all properties acquired subsequent to the Balance Sheet Date, 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 may be filed in the Ordinary Course of Business. (ii) Schedule 3(t4(t) of this Agreement contains an accurate list of all leases and other agreements under which IPS GXXX is lessee of any real or personal property. Each of the 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. . (iii) All personal property, machinery and equipment which are material to the Businessbusiness, operations or condition (financial or otherwise) of IPS GXXX 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. (iii) . To the Best Knowledge best of the IPS Stockholders and IPStheir Knowledge, neither the IPS GXXX Stockholders nor IPS GXXX 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 IPSGREG’s Business business or its owned or leased real or personal properties, with which IPS GXXX has not complied or is in the process of complying as may be appropriate.

Title and Condition of Properties. (i) IPS The Company does not own any real property, except as may be reflected in the financial information provided. Except as set forth on Schedule 3t of this Agreement. IPS 4(t) , the Company has good, marketable title to all properties and Assetsassets, real and personal, tangible and intangible, reflected in the Unaudited Financials and all properties acquired subsequent to the Balance Sheet Date, which have not been disposed of in the Ordinary Course ordinary course of Businessbusiness. 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 encumbrance except as may be filed in the Ordinary Course of Business. (ii) . Schedule 3(t) of this Agreement contains an accurate list of all leases and other agreements under which IPS the Company is lessee of any real or personal property. Each of the 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 Businessbusiness, operations or condition (financial or otherwise) of IPS the Company 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. (iii) . To the Best Knowledge best of the IPS Stockholders and IPStheir knowledge, neither the IPS Stockholders nor IPS the Company is aware of or have received notice of, the violation of any applicable zoning regulation, ordinance or other law, Orderorder, regulation or requirement in force on the date hereof relating to IPSthe Company’s Business business or its owned or leased real or personal properties, with which IPS the Company has not complied or is in the process of complying as may be appropriate.

Title and Condition of Properties. (i) IPS XXXX does not own any real property, except as set forth on Schedule 3t of this Agreementmay be reflected in the financial information provided. IPS XXXX has good, marketable title to all properties and Assetsassets, real and personal, tangible and intangible, reflected in the XXXX Unaudited Financials and all properties acquired subsequent to the Balance Sheet Date, 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 may be filed in the Ordinary Course of Business. (ii) Schedule 3(t4(t) of this Agreement contains an accurate list of all leases and other agreements under which IPS XXXX is lessee of any real or personal property. Each of the 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. . (iii) All personal property, machinery and equipment which are material to the Businessbusiness, operations or condition (financial or otherwise) of IPS XXXX 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. (iii) . To the Best Knowledge best of the IPS Stockholders and IPStheir Knowledge, neither the IPS XXXX Stockholders nor IPS XXXX 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 IPSGREG’s Business business or its owned or leased real or personal properties, with which IPS XXXX has not complied or is in the process of complying as may be appropriate.