Common use of Title and Condition of Properties Clause in Contracts

Title and Condition of Properties. The Acquired Company does not own --------------------------------- any real property, except as disclosed on SCHEDULE 4(K). Except as disclosed on SCHEDULE 4(K), the Acquired Company has good and marketable title to all properties and assets, real and personal, tangible and intangible, reflected in the Financials and all properties acquired subsequent to December 31, 1997, which have not been disposed of in the ordinary course of business since December 31, 1997, which 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(K). SCHEDULE 4(K) contains an accurate list of all leases and other agreements under which the Acquired Company is lessee of any 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 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. 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. The Acquired Company (i) FiberChem does not own --------------------------------- any real property, except as disclosed on SCHEDULE 4(K)5.12. Except as disclosed on SCHEDULE 4(K)in Schedule 5.12, the Acquired Company FiberChem has good and marketable title to all properties and assets, real and personal, tangible and intangible, reflected in the FiberChem Financials and all properties acquired subsequent to December 31June 30, 19971999, which have not been disposed of in the ordinary course of business since December 31June 30, 19971999, which 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(K). SCHEDULE 4(Kin Schedule 5.12. (ii) Schedule 5.12 contains an accurate list of all leases and other agreements under which the Acquired Company FiberChem is lessee of any real property and/or any personal propertyproperty (the "FIBERCHEM LEASES"). Each FiberChem enjoys peaceful and undisturbed possession under all of the real property Leases. True and personal property leases and agreements is in full force and effect and constitutes the legal, valid and binding obligation correct copies of the parties theretoFiberChem Leases have been made available to Intrex for inspection. No notice of default or claim under any of the FiberChem Leases, or to the best of FiberChem's knowledge, no indication of any default 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 are is material to the business, operations or condition (financial or otherwise) of the Acquired Company FiberChem is in operating condition and, subject to routine maintenance and ordinary wear and tear, has have been maintained in accordance with reasonable industry standards and is are suitable for the purpose for which it is they are used. Except as disclosed in SCHEDULE 4(K)Schedule 5.12, neither the Sellers nor the Acquired Company FiberChem is not aware of or 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 the Acquired CompanyFiberChem's business businesses or its owned or leased real or personal properties, with which 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 its sole discretion.

Title and Condition of Properties. The Acquired Company does not own --------------------------------- any real propertyAbsence of Liens. (i) Seller is the sole, except as disclosed true and lawful owner of the Purchased Assets and has, and Buyer on SCHEDULE 4(K). Except as disclosed on SCHEDULE 4(K)the Closing Date will receive, the Acquired Company has good and marketable title to all properties the Purchased Assets, which will at the time of Closing be free and assetsclear of all Liens, except for those Liens recorded or reflected on the Financial Statements or the Schedules hereto. Neither the Seller nor the Business is party to any contract that will interfere in any material respect with, or impose a material burden on, the continuing ownership, operation or use of the Purchased Assets or any portion thereof by Buyer. Seller does not, directly or indirectly, own any real and personal, tangible and intangible, reflected property. (ii) Seller has no knowledge of any material defect in the Financials normal operating condition and all properties acquired subsequent to December 31, 1997, which have not been disposed repair of in the ordinary course of business since December 31, 1997, which 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 Equipment and the Subject Equipment. (iii) Except as disclosed on SCHEDULE 4(KSchedule 5.5(iii). SCHEDULE 4(K, payments due from lessees under all of the Equipment Leases are current and there are no other defaults existing thereunder. (iv) contains an accurate list Except as disclosed on Schedule 5.5(iv), to the knowledge of all leases Seller and other agreements under which Xxxxxx: (A) neither the Acquired Company Business nor the Real Property is lessee in violation in any material respect of any personal property. Each building, zoning, health, occupational safety or other Law or any Order or Permit in respect of such Real Property, improvements, structures and buildings located therein or thereat; (B) no person, other than Seller, has any right to occupy or possess any of the real property and personal property leases and agreements is in full force and effect and constitutes Real Property or any such structures or buildings thereat; (C) all tenant improvements or other work required to be performed by or on the legal, valid and binding obligation part 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, Seller under any Lease has been maintained completed substantially in accordance with reasonable industry standards the provisions of such Lease; 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 (D) no notice has been received by Seller from any insurer or has received notice of, the violation of any applicable zoning regulation, ordinance Governmental Body recommending or other law, order, regulation requiring any work to be performed on or requirement in force on the date hereof relating with respect to the Acquired Company's business or its owned or leased real or personal properties, with which 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 its sole discretionReal Property.

Title and Condition of Properties. The Acquired Company Corporation does not own any --------------------------------- any real property, except as disclosed on SCHEDULE 4(K4(k). Except as disclosed on SCHEDULE 4(K4(k), the Acquired Company Corporation has good good, marketable and marketable insurable title to all properties and assets, real and personal, tangible and intangible, reflected in the Financials and all properties acquired subsequent to December February 28, 1998 and March 31, 19971998, which have not been disposed of in the ordinary course of business since December February 28, 1998 and March 31, 19971998, which 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(K4(k). SCHEDULE 4(K4(k) contains an accurate list of all leases and other agreements under which the Acquired Company Corporation is lessee or lessor 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 the Acquired Company Corporation is in operating condition and, subject to routine maintenance and ordinary wear and tear, has 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(K4(k), neither the Sellers nor the Acquired Company Corporation is aware of or has 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 Acquired CompanyCorporation's business or its owned or leased real or personal properties, with which it the Corporation has not complied. Before 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 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 Corporation 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 Buyer, ABT or its agents shall have the right to enter the real property at reasonable times before closing 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 for owned or leased by 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 discretionCorporation.

Title and Condition of Properties. The Acquired Company (i) Intrex does not own --------------------------------- any real property, except as disclosed on SCHEDULE 4(K)5.12. Except as disclosed on SCHEDULE 4(K)in Schedule 5.12, the Acquired Company Intrex has good and marketable title to all properties and assets, real and personal, tangible and intangible, reflected in the Financials and all properties acquired subsequent to December 31, 19971998, which have not been disposed of in the ordinary course of business since December 31, 19971998, which 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(K). SCHEDULE 4(Kin Schedule 5.12. (ii) Schedule 5.12 contains an accurate list of all leases and other agreements the Leases under which the Acquired Company Intrex is lessee of any real property and/or any personal property. Each Intrex enjoys peaceful and undisturbed possession under all of the real property Leases. True and personal property leases and agreements is in full force and effect and constitutes the legal, valid and binding obligation correct copies of the parties theretoLeases have been made available to FiberChem for inspection. No notice of default or claim under any of the Leases, or to the best of Intrex's knowledge, no indication of any default 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 are is material to the business, operations or condition (financial or otherwise) of the Acquired Company Intrex is in operating condition and, subject to routine maintenance and ordinary wear and tear, has have been maintained in accordance with reasonable industry standards and is are suitable for the purpose for which it is they are used. Except as disclosed in SCHEDULE 4(K)Schedule 5.12, neither the Sellers nor the Acquired Company Intrex is not aware of or 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 the Acquired CompanyIntrex's business businesses or its owned or leased real or personal properties, with which 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 its sole discretion.

Title and Condition of Properties. The Acquired Company (i) Intrex does not own --------------------------------- any real property, except as disclosed on SCHEDULE 4(K)Schedule 4.12. Except as disclosed on in SCHEDULE 4(K)4.12, the Acquired Company Intrex has good and marketable title to all properties and assets, real and personal, tangible and intangible, reflected in the Financials and all properties acquired subsequent to December 31, 19971998, which have not been disposed of in the ordinary course of business since December 31, 19971998, which 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(K). SCHEDULE 4(Kin Schedule 4.12. (ii) Schedule 4.12 contains an accurate list of all leases and other agreements under which the Acquired Company Intrex is lessee of any real property and/or any personal propertyproperty (the "LEASES"). Each Intrex enjoys peaceful and undisturbed possession under all of the real property Leases. True and personal property leases and agreements is in full force and effect and constitutes the legal, valid and binding obligation correct copies of the parties theretoLeases have been made available to FiberChem for inspection. No notice of default or claim under any of the Leases, or to the best of Intrex's knowledge, no indication of any default 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 are is material to the business, operations or condition (financial or otherwise) of the Acquired Company Intrex is in operating condition and, subject to routine maintenance and ordinary wear and tear, has have been maintained in accordance with reasonable industry standards and is are suitable for the purpose for which it is they are used. Except as disclosed in SCHEDULE 4(K)Schedule 4.12, neither the Sellers nor the Acquired Company Intrex is not aware of or 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 the Acquired CompanyIntrex's business businesses or its owned or leased real or personal properties, with which 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 its sole discretion.

Title and Condition of Properties. The Acquired Company (i) FiberChem does not own --------------------------------- any real property, except as disclosed on SCHEDULE 4(K)6.12. Except as disclosed on SCHEDULE 4(K)in Schedule 6.12, the Acquired Company FiberChem has good and marketable title to all properties and assets, real and personal, tangible and intangible, reflected in the FiberChem Financials and all properties acquired subsequent to December March 31, 19972000, which have not been disposed of in the ordinary course of business since December March 31, 19972000, which 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(K). SCHEDULE 4(Kin Schedule 6.12. (ii) Schedule 6.12 contains an accurate list of all leases and other agreements under which the Acquired Company FiberChem is lessee of any real property and/or any personal propertyproperty (the "FIBERCHEM LEASES"). Each FiberChem enjoys peaceful and undisturbed possession under all of the real property Leases. True and personal property leases and agreements is in full force and effect and constitutes the legal, valid and binding obligation correct copies of the parties theretoFiberChem Leases have been made available to Intrex for inspection. No notice of default or claim under any of the FiberChem Leases, or to the best of FiberChem's knowledge, no indication of any default 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 are is material to the business, operations or condition (financial or otherwise) of the Acquired Company FiberChem is in operating condition and, subject to routine maintenance and ordinary wear and tear, has have been maintained in accordance with reasonable industry standards and is are suitable for the purpose for which it is they are used. Except as disclosed in SCHEDULE 4(K)Schedule 6.12, neither the Sellers nor the Acquired Company FiberChem is not aware of or 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 the Acquired CompanyFiberChem's business businesses or its owned or leased real or personal properties, with which 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 its sole discretion.

Title and Condition of Properties. The Acquired Neither the Company does not own --------------------------------- nor the Subsidiary owns any real property, except as disclosed on SCHEDULE 4(K4(k). Except as disclosed on SCHEDULE 4(K4(k), each of the Acquired Company and the Subsidiary has good and marketable title to all properties and assets, real and personalreal, mixed, tangible and intangible, reflected in the Financials and all properties assets acquired subsequent to December March 31, 19971998, which have not been disposed of in the ordinary course of business since December March 31, 19971998, which property is assets are not subject to no any mortgage, lien, deed of trust, claim, security interest, liabilityfixed or floating charge, debenture, conditional sales agreement, easement, right-of-way or any other encumbrance encumbrance, except as disclosed on SCHEDULE 4(K4(k). SCHEDULE 4(K4(k) contains an a complete and accurate list of all leases and other agreements under which the Acquired Company or the Subsidiary is a lessee of any real or personal property. Each Except as disclosed on SCHEDULE 4(k), 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 equipment and other tangible personal property, machinery and equipment property which are material to the business, operations or condition (financial or otherwise) of the Acquired Company is and the Subsidiary are in good operating condition and, subject to routine maintenance and ordinary wear and tear, has have been maintained in accordance with reasonable industry standards and is are suitable for the purpose for which it is they are used. Except as disclosed in SCHEDULE 4(K4(k), neither none of Seller, the Sellers nor Shareholders or the Acquired Company is aware of 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 of the Company or the Subsidiary or its owned or leased real or personal properties, with which it the Company or the Subsidiary 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 its sole discretion.