Common use of Title and Related Matters Clause in Contracts

Title and Related Matters. IACH has good and marketable title to all of its properties, inventory, interest in properties, and assets, real and personal, which are reflected in the most recent IACH balance sheet or acquired after that date (except properties, inventory, interest in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH Schedules. Except as set forth in the IACH Schedules, IACH owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S business. Except as set forth in the IACH Schedules, no third party has any right to, and IACH has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of IACH or any material portion of its properties, assets, or rights.

Title and Related Matters. IACH The Company has good and ---------------------------- marketable title to all of its properties, inventory, interest in properties, and assets, real and personal, which are reflected in the most recent IACH Company balance sheet or acquired after that date (except properties, inventory, interest in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH Company Schedules. Except as set forth in the IACH Company Schedules, IACH the Company owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S the Company's business. Except as set forth in the IACH Company Schedules, no third party has any right to, and IACH the Company has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety proprietary techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of IACH the Company or any material portion of its properties, assets, or rights.

Title and Related Matters. IACH The Company has good and marketable title to all of its properties, inventory, interest in properties, and assets, real and personal, which are reflected in the most recent IACH Company balance sheet or acquired after that date (except properties, inventory, interest in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH Company Schedules. Except as set forth in the IACH Company Schedules, IACH the Company owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S the Company's business. Except as set forth in the IACH Company Schedules, no third party has any right to, and IACH the Company has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety proprietary techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of IACH the Company or any material portion of its properties, assets, or rights.

Title and Related Matters. IACH The Company has good and ----------------------------- marketable title to all of its properties, inventory, interest in properties, and assets, real and personal, which are reflected in the most recent IACH Company balance sheet or acquired after that date (except properties, inventory, interest in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH Company Schedules. Except as set forth in the IACH Company Schedules, IACH the Company owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S the Company's business. Except as set forth in the IACH Company Schedules, no third party has any right to, and IACH the Company has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety proprietary techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of IACH the Company or any material portion of its properties, assets, or rights.

Title and Related Matters. IACH New Century has good and marketable title to all of its properties, inventory, interest interests in properties, and assets, real and personal, which are reflected in the most recent IACH New Century balance sheet or acquired after that date (except properties, inventory, interest interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), ) free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH New Century Schedules. Except as set forth in the IACH New Century Schedules, IACH New Century owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S New Century's business. Except as set forth in the IACH New Century Schedules, no third party has any right to, and IACH New Century has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of IACH New Century or any material portion of its properties, assets, or rights.

Title and Related Matters. IACH The Company has good and marketable title to all of its properties, inventory, interest in properties, and assets, real and personal, which are reflected in the most recent IACH Company balance sheet or acquired after that date (except properties, inventory, interest in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH Company Schedules. Except as set forth in the IACH Company Schedules, IACH the Company owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S the Company's business. Except as set forth in the IACH Company Schedules, no third party has any right to, and IACH the Company has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of IACH the Company or any material portion of its properties, assets, or rights.

Title and Related Matters. IACH New Wave has good and marketable title to all of its properties, inventory, interest in properties, and assets, real and personal, which are reflected in the most recent IACH New Wave balance sheet or acquired after that date (except properties, inventory, interest in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH New Wave Schedules. Except as set forth in the IACH New Wave Schedules, IACH New Wave owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S New Wave's business. Except as set forth in the IACH New Wave Schedules, no third party has any right to, and IACH New Wave has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of IACH New Wave or any material portion of its properties, assets, or rights.

Title and Related Matters. IACH Panther has good and marketable title to all of its properties, inventory, interest in properties, and assets, real and personal, which are reflected in the most recent IACH Panther balance sheet or acquired after that date (except properties, inventory, interest in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH Panther Schedules. Except as set forth in the IACH Panther Schedules, IACH Panther owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S Panther's business. Except as set forth in the IACH Panther Schedules, no third party has any right to, and IACH Panther has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of IACH Panther or any material portion of its properties, assets, or rights.

Title and Related Matters. IACH RRUN has good and marketable title to and is the sole and exclusive owner of all of its properties, inventory, interest interests in properties, properties and assets, real and personalpersonal (collectively, the "Assets") which are reflected in the most recent IACH RRUN audited balance sheet and the RRUN Schedules or acquired after that date (except properties, inventory, interest interests in properties, properties and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, charges or encumbrances except except: (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not not, materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH RRUN Schedules. Except as set forth in the IACH RRUN Schedules, IACH owns, RRUN owns free and clear of any liens, claims, encumbrances, royalty interests, interests or other restrictions or limitations of any nature whatsoever, whatsoever any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, management or other information utilized in connection with IACH'S RRUN's business. Except as set forth in the IACH RRUN Schedules, no third party has any right to, and IACH RRUN has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety proprietary techniques, trademarks, service marks, trade names, names or copyrights which, individually singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, conditions or business prospects income of IACH RRUN or any material portion of its properties, assets, assets or rights.

Title and Related Matters. IACH QMT has good and marketable title to and is the sole and exclusive owner of all of its properties, inventory, interest interests in properties, properties and assets, real and personalpersonal (collectively, the "Assets") which are reflected in the most recent IACH QMT audited balance sheet and the QMT Schedules or acquired after that date (except properties, inventory, interest interests in properties, properties and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, charges or encumbrances except except: (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not not, materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH QMT Schedules. Except as set forth in the IACH QMT Schedules, IACH owns, QMT owns free and clear of any liens, claims, encumbrances, royalty interests, interests or other restrictions or limitations of any nature whatsoever, whatsoever any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, management or other information utilized in connection with IACH'S QMT's business. Except as set forth in the IACH QMT Schedules, no third party has any right to, and IACH QMT has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety proprietary techniques, trademarks, service marks, trade names, names or copyrights which, individually singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, conditions or business prospects income of IACH QMT or any material portion of its properties, assets, assets or rights.

Title and Related Matters. IACH Global has good and marketable title to all of its properties, inventory, interest interests in properties, and assets, real and personal, which are reflected in the most recent IACH Global balance sheet or acquired after that date (except properties, inventory, interest interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), ) free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH Global Schedules. Except as set forth in the IACH Global Schedules, IACH Global owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S Global' business. Except as set forth in the IACH Global Schedules, no third party has any right to, and IACH Global has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of IACH Global or any material portion of its properties, assets, or rights.

Title and Related Matters. IACH Sun East has good and marketable title to all of its properties, inventory, interest interests in properties, and assets, real and personal, which are reflected in the most recent IACH Sun East balance sheet or acquired after that date (except properties, inventory, interest interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), ) free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and or (c) as described in the IACH Sun East Schedules. Except as set forth in the IACH Sun East Schedules, IACH Sun East owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S Sun East's business. Except as set forth in the IACH SchedulesSun East Schedules , no third party has any right to, and IACH Sun East has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of IACH Sun East or any material portion of its properties, assets, or rights.

Title and Related Matters. IACH Town House has good and marketable title to all of its properties, inventory, interest interests in properties, and assets, real and personal, which are will be reflected in the most recent IACH balance sheet Unaudited Balance Sheet free and clear of all liens, pledges, charges, or encumbrances except as disclosed therein. At Closing, Town House and its Subsidiaries will have good and marketable title to all of its properties, inventory, interests in properties, and assets, real and personal, reflected in the Consolidated US Balance Sheet (as that term is defined in Section 5.1) or acquired after that date (except properties, inventory, interest interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except except: (a) as such assets may be affected by laws of the Hong Kong Special Administrative Region and The People's Republic of China; (b) statutory liens or claims not yet delinquent; and (bc) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto BT______, / FZ______, / FZ______, HM______, FWJ______, FH______ or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH Schedules. Except as set forth in the IACH Town House Schedules, IACH ownseach of Town House and its Subsidiaries own, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products properties it is currently manufacturing, including the underlying technology and data, constructing and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S its or their business. Except as set forth in the IACH Town House Schedules, no third party has any right to, and IACH none of Town House or its Subsidiaries has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety proprietary techniques, trademarks, service marks, trade names, or copyrights which, individually singly or in the aggregate, if the subject of an unfavorable decision, ruling ruling, or finding, would have a materially adverse effect affect on the business, operations, financial condition, income, or business prospects of IACH Town House or its Subsidiaries or any material portion of its or their properties, assets, or rights, individually or taken as a whole.

Title and Related Matters. IACH Finders has good and marketable title to all of its properties, inventory, interest in properties, and assets, real and personal, which are reflected in the most recent IACH Finders balance sheet or acquired after that date (except properties, inventory, interest in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH Finders Schedules. Except as set forth in the IACH Finders Schedules, IACH Finders owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S Finders's business. Except as set forth in the IACH Finders Schedules, no third party has any right to, and IACH Finders has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of IACH Finders or any material portion of its properties, assets, or rights.

Title and Related Matters. IACH Except as provided herein or in the Kina Schedules, Kina has good and marketable title to and is the sole and exclusive owner of all of its properties, inventory, interest interests in properties, properties and assets, real and personalpersonal including technical information, copyrights, trademarks, service marks and tradenames (collectively, the "Assets") which are reflected in the most recent IACH Kina unaudited balance sheet and the Kina Schedules or acquired after that date (except properties, inventory, interest interests in properties, properties and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, charges or encumbrances except except: (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not not, materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH Kina Schedules. Except as set forth in the IACH Kina Schedules, IACH owns, Kina owns free and clear of any liens, claims, encumbrances, royalty interests, interests or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, management or other information utilized in connection with IACH'S Kina's business. Except as set forth in the IACH Kina Schedules, no third party has any right to, and IACH Kina has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety proprietary techniques, trademarks, service marks, trade names, names or copyrights which, individually singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect affect on the business, operations, financial condition, income, conditions or business prospects income of IACH Kina or any material portion of its properties, assets, assets or rights.

Title and Related Matters. IACH LSI has good and marketable title to all of its properties, inventory, interest in properties, and assets, real and personal, which are reflected in the most recent IACH LSI balance sheet or acquired after that date (except properties, inventory, interest in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH LSI Schedules. Except as set forth in the IACH LSI Schedules, IACH LSI owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S LSI's business. Except as set forth in the IACH LSI Schedules, no third party has any right to, and IACH LSI has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of IACH LSI or any material portion of its properties, assets, or rights.

Title and Related Matters. IACH PERCEPTRE has good and marketable title to all of its properties, inventory, interest interests in properties, and assets, real and personal, which are reflected in the most recent IACH PERCEPTRE balance sheet or acquired after that date (except properties, inventory, interest interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business)) [the "Assets"], all of which are set forth on Schedule 1.08, free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH PERCEPTRE Schedules. Except as set forth in the IACH PERCEPTRE Schedules, IACH PERCEPTRE owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S PERCEPTRE business. Except as set forth in the IACH PERCEPTRE Schedules, no third party has any right to, and IACH PERCEPTRE has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of IACH PERCEPTRE or any material portion of its properties, assets, or rights.

Title and Related Matters. IACH DACO-CANADA has good and marketable title to all of its properties, inventory, interest interests in properties, and assets, real and personal, which are reflected in the most recent IACH DACO-CANADA balance sheet or acquired after that date (except properties, inventory, interest interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), ) free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH DACO-CANADA Schedules. Except as set forth in the IACH DACO-CANADA Schedules, IACH DACO-CANADA owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S DACO-CANADA's business. Except as set forth in the IACH DACO-CANADA Schedules, no third party has any right to, and IACH DACO-CANADA has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of IACH DACO-CANADA or any material portion of its properties, assets, or rights.

Title and Related Matters. IACH Except as provided herein or in the CTV Schedules, CTV has good and marketable title to and is the sole and exclusive owner of all of its properties, inventory, interest interests in properties, properties and assets, real and personalpersonal including technical information, copyrights, trademarks, service marks and tradenames (collectively, the "Assets") which are reflected in the most recent IACH balance sheet CTV Schedules or acquired after that date (except properties, inventory, interest interests in properties, properties and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, charges or encumbrances except except: (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not not, materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH CTV Schedules. Except as set forth in the IACH CTV Schedules, IACH owns, CTV owns free and clear of any liens, claims, encumbrances, royalty interests, interests or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, management or other information utilized in connection with IACH'S CTV's business. Except as set forth in the IACH CTV Schedules, no third party has any right to, and IACH CTV has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety proprietary techniques, trademarks, service marks, trade names, names or copyrights which, individually singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect affect on the business, operations, financial condition, income, conditions or business prospects income of IACH CTV or any material portion of its properties, assets, assets or rights.

Title and Related Matters. IACH PRC has good and marketable title to all of its properties, inventory, interest interests in properties, and assets, real and personal, which are reflected in the most recent IACH PRC balance sheet or acquired after that date (except properties, inventory, interest interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), ) free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH PRC Schedules. Except as set forth in the IACH PRC Schedules, IACH PRC owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S PRC's business. Except as set forth in the IACH PRC Schedules, no third party has any right to, and IACH PRC has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of IACH PRC or any material portion of its properties, assets, or rights.

Title and Related Matters. IACH EWN has good and marketable title to and is the sole and exclusive owner of all of its properties, inventory, interest interests in properties, properties and assets, real and personalpersonal (collectively, the “Assets”) which are reflected in the most recent IACH balance sheet or acquired after that date (except properties, inventory, interest in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), EWN Schedules free and clear of all liens, pledges, charges, charges or encumbrances except except: (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not not, materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH EWN Schedules. Except as set forth in the IACH EWN Schedules, IACH owns, EWN owns free and clear of any liens, claims, encumbrances, royalty interests, interests or other restrictions or limitations of any nature whatsoever, whatsoever any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, management or other information utilized in connection with IACH'S EWN’s business. Except as set forth in the IACH EWN Schedules, no third party has any right to, and IACH EWN has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety proprietary techniques, trademarks, service marks, trade names, names or copyrights which, individually singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, conditions or business prospects income of IACH EWN or any material portion of its properties, assets, assets or rights. The Shareholders have good and marketable title to 100% of the issued and outstanding common shares of EWN which represent all of the capital shares of EWN issued and outstanding and all such common shares are free and clear of any lien or encumbrance and can legally be delivered by the Shareholders without restriction pursuant to the terms and the conditions of this Agreement.

Title and Related Matters. IACH DRFS has good and marketable title to and is the sole and exclusive owner of all of its properties, inventory, interest interests in properties, properties and assets, real and personalpersonal (collectively, the “Assets”) which are reflected in the most recent IACH balance sheet or acquired after that date (except properties, inventory, interest in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), DRFS Schedules free and clear of all liens, pledges, charges, charges or encumbrances except except: (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not not, materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH DRFS Schedules. Except as set forth in the IACH DRFS Schedules, IACH owns, DRFS owns free and clear of any liens, claims, encumbrances, royalty interests, interests or other restrictions or limitations of any nature whatsoever, whatsoever any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, management or other information utilized in connection with IACH'S DRFS’s business. Except as set forth in the IACH DRFS Schedules, no third party has any right to, and IACH DRFS has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety proprietary techniques, trademarks, service marks, trade names, names or copyrights which, individually singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, conditions or business prospects income of IACH DRFS or any material portion of its properties, assets, assets or rights. The Shareholders have good and marketable title to 100% of the issued and outstanding common shares of DRFS which represent all of the capital shares of DRFS issued and outstanding and all such common shares are free and clear of any lien or encumbrance and can legally be delivered by the Shareholders without restriction pursuant to the terms and the conditions of this Agreement.

Title and Related Matters. IACH DASI has good and marketable title to all of its properties, inventory, interest interests in properties, and assets, real and personal, which are reflected in the most recent IACH balance sheet or acquired after that date (except properties, inventory, interest interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH SchedulesSchedule 3.08. Except as set forth in the IACH SchedulesSchedule 3.08, IACH DASI owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S DASI's business. Except as set forth in the IACH SchedulesSchedule 3.08, no third party has any right to, and IACH DASI has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety proprietary techniques, trademarks, service marks, trade namestradenames, or copyrights which, individually singly or in the aggregate, if the subject of an unfavorable decision, ruling ruling, or finding, would have a materially adverse effect affect on the business, operations, financial condition, income, or business prospects of IACH DASI or any material portion of its properties, assets, or rights.

Title and Related Matters. IACH FNTT has good and marketable title to and is the sole and exclusive owner of all of its properties, inventory, interest interests in properties, properties and assets, real and personalpersonal (collectively, the "Assets") which are reflected in the most recent IACH balance sheet or acquired after that date (except properties, inventory, interest in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), FNTT Schedules free and clear of all liens, pledges, charges, charges or encumbrances except except: (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not not, materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH FNTT Schedules. Except as set forth in the IACH FNTT Schedules, IACH owns, FNTT owns free and clear of any liens, claims, encumbrances, royalty interests, interests or other restrictions or limitations of any nature whatsoever, whatsoever any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, management or other information utilized in connection with IACH'S FNTT's business. Except as set forth in the IACH FNTT Schedules, no third party has any right to, and IACH FNTT has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety proprietary techniques, trademarks, service marks, trade names, names or copyrights which, individually singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, conditions or business prospects income of IACH FNTT or any material portion of its properties, assets, assets or rights.

Title and Related Matters. IACH Sterling has good and marketable title to all of its properties, inventory, interest in properties, and assets, real and personal, which are reflected in the most recent IACH Sterling balance sheet or acquired after that date (except properties, inventory, interest in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH Sterling Schedules. Except as set forth in the IACH Sterling Schedules, IACH Sterling owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S Sterling's business. Except as set forth in the IACH Sterling Schedules, no third party has any right to, and IACH Sterling has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of IACH Sterling or any material portion of its properties, assets, or rights.

Title and Related Matters. IACH TBM has good and marketable title to and is the sole and exclusive owner of all of its properties, inventory, interest interests in properties, properties and assets, real and personalpersonal (collectively, the “Assets”) which are reflected in the most recent IACH TBM balance sheet and the TBM Schedules or acquired after that date (except properties, inventory, interest interests in properties, properties and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, charges or encumbrances except except: (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not not, materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH TBM Schedules. Except as set forth in the IACH TBM Schedules, IACH owns, TBM owns free and clear of any liens, claims, encumbrances, royalty interests, interests or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, whatsoever and all procedures, techniques, marketing plans, business plans, methods of management, management or other information utilized in connection with IACH'S TBM’s business. Except as set forth in the IACH TBM Schedules, no third party has any right to, and IACH TBM has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety proprietary techniques, trademarks, service marks, trade names, names or copyrights which, individually singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect affect on the business, operations, financial condition, income, conditions or business prospects income of IACH TBM or any material portion of its properties, assets, assets or rights.

Title and Related Matters. IACH Global has good and marketable title to all of its properties, inventory, interest in properties, and assets, real and personal, which are reflected in the most recent IACH Global balance sheet or acquired after that date (except properties, inventory, interest in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH Global Schedules. Except as set forth in the IACH Global Schedules, IACH Global owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S Global's business. Except as set forth in the IACH Global Schedules, no third party has any right to, and IACH Global has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of IACH Global or any material portion of its properties, assets, or rights.

Title and Related Matters. IACH TABATHA V has good and marketable title to all of its properties, inventory, interest in properties, and assets, real and personal, which are reflected xxxxxxxxx in the most recent IACH TABATHA V balance sheet or acquired xx xxxxired after that date (except properties, inventory, interest in properties, and assets sold or otherwise disposed of since such date in the ordinary course of businessbusinxxx), free xree and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH TABATHA V Schedules. Except as set forth in the IACH TABATHA V Schedules, IACH TABATHA V owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature xxx xxture whatsoever, any and all products it is currently manufacturingix xxxxxntly manufactuxxxx, including xncluding the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S TABATHA V's business. Except as set forth in the IACH TABATHA V Schedules, no third party has any right to, and IACH TABATHA V has not received any notice of infringement of or conflict with asserted rights of others righxx xx xthers with respect to any product, technologytechnoloxx, dataxxxa, trade secrets, know-how, propriety techniques, trademarkstxxxxxxxks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of IACH TABATHA V or any material portion of its properties, assets, or rights.

Title and Related Matters. IACH (a) TRIPLE has good and marketable title to all of its properties, inventory, interest interests in properties, and assets, real and personal, which are reflected in the most recent IACH TRIPLE audited balance sheet or acquired after that date (except properties, inventory, interest interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), ) free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH TRIPLE Schedules. Except as set forth in the IACH TRIPLE Schedules, IACH TRIPLE owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S TRIPLE's business. Except as set forth in the IACH TRIPLE Schedules, no third party has any right to, and IACH TRIPLE has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of IACH TRIPLE or any material portion of its properties, assets, or rights. (b) OAD has good title to all of its properties, inventory, interests in properties, and assets, real and personal, which are reflected in the most recent OAD audited balance sheet or acquired after that date (except properties, inventory, interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business) free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (

Title and Related Matters. IACH Xaibe has good and marketable title to all of its properties, inventory, interest in properties, and assets, real and personal, which are reflected in the most recent IACH Xaibe balance sheet or acquired after that date (except properties, inventory, interest in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH Xaibe Schedules. Except as set forth in the IACH Xaibe Schedules, IACH Xaibe owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S Xaibe's business. Except as set forth in the IACH Xaibe Schedules, no third party has any right to, and IACH Xaibe has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of IACH Xaibe or any material portion of its properties, assets, or rights.

Title and Related Matters. IACH ITI has good and marketable title to all of its properties, inventory, interest interests in properties, and assets, real and personal, which are reflected in the most recent IACH ITI balance sheet or acquired after that date (except properties, inventory, interest interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), ) free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH ITI Schedules. Except as set forth in the IACH ITI Schedules, IACH ITI owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S ITI's business. Except as set forth in the IACH ITI Schedules, no third party has any right to, and IACH ITI has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of IACH ITI or any material portion of its properties, assets, or rights.

Title and Related Matters. IACH Xxxxx has good and marketable title to all of its properties, inventory, interest interests in properties, and assets, real and personal, which are reflected in the most recent IACH Xxxxx balance sheet or acquired after that date (except properties, inventory, interest interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), ) free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH Xxxxx Schedules. Except as set forth in the IACH Xxxxx Schedules, IACH Xxxxx owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S Xxxxx' business. Except as set forth in the IACH Xxxxx Schedules, no third party has any right to, and IACH Xxxxx has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of IACH Xxxxx or any material portion of its properties, assets, or rights.

Title and Related Matters. IACH Except as set forth on schedule1.08, BROADCAST has good and marketable title to all of its properties, inventory, interest interests in properties, and assets, real and personal, which are reflected in the most recent IACH BROADCAST balance sheet or acquired after that date (except properties, inventory, interest interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH BROADCAST Schedules. Except as set forth in the IACH BROADCAST Schedules, IACH BROADCAST owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACHBROADCAST'S business. Except as set forth in the IACH BROADCAST Schedules, no third party has any right to, and IACH BROADCAST has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety proprietary techniques, trademarks, service marks, trade names, or copyrights which, individually singly or in the aggregate, if the subject of an unfavorable decision, ruling ruling, or finding, would have a materially adverse effect affect on the business, operations, financial condition, income, or business prospects of IACH BROADCAST or any material portion of its properties, assets, or rights.

Title and Related Matters. IACH Waterford has good and marketable title to all of its properties, inventory, interest in properties, and assets, real and personal, which are reflected in the most recent IACH Waterford balance sheet or acquired after that date (except properties, inventory, interest in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH Waterford Schedules. Except as set forth in the IACH Waterford Schedules, IACH Waterford owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S Waterford's business. Except as set forth in the IACH Waterford Schedules, no third party has any right to, and IACH Waterford has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of IACH Waterford or any material portion of its properties, assets, or rights.

Title and Related Matters. IACH has American and Qian Zhen have good and marketable xxx xxxxxtable title to all of its their respective properties, inventory, interest interests in properties, and assets, real and personal, which are will be reflected in the most recent IACH American balance sheet free and clear of all liens, pledges, charges, or encumbrances. At Closing, American and Qian Zhen will have xxxx xxx marketable title to all of its properties, inventory, interests in properties, and assets, real and personal, reflected in the Consolidated US Balance Sheet (as that term is defined in Section 5.1) or acquired after that date (except properties, inventory, interest interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except except (a) as such assets may be affected by laws of the Hong Kong Special Administrative Region and The People's Republic of China or province thereof; (b) statutory liens or claims not yet delinquent; and (bc) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH Schedules. Except as set forth in the IACH American Schedules, IACH ownseach of American and Qian Zhen own, free and clear xxx xxxxx of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products properties it is currently manufacturing, including the underlying technology and data, constructing and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S its or their business. Except as set forth in the IACH American Schedules, no third party has any right to, and IACH neither American nor its Subsidiary has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety proprietary techniques, trademarks, service marks, trade names, or copyrights which, individually singly or in the aggregate, if the subject of an unfavorable decision, ruling ruling, or finding, would have a materially adverse effect affect on the business, operations, financial condition, income, or business prospects of IACH American or Qian Zhen or any material portion matxxxxx xxxtion of its or their properties, assets, or rights, individually or taken as a whole.

Title and Related Matters. IACH OPAL has good and marketable title to all of its properties, inventory, interest in properties, and assets, real and personal, which are reflected in the most recent IACH OPAL balance sheet or acquired after that date (except properties, inventory, interest in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH OPAL Schedules. Except as set forth in the IACH OPAL Schedules, IACH OPAL owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S OPAL's business. Except as set forth in the IACH OPAL Schedules, no third party has any right to, and IACH OPAL has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of IACH OPAL or any material portion of its properties, assets, or rights.

Title and Related Matters. IACH Company has good and marketable title to all of its properties, inventory, interest interests in properties, and assets, real and personal, which are reflected in the most recent IACH Company balance sheet or acquired after that date (except properties, inventory, interest interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), ) free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH Company Schedules. Except as set forth in the IACH Company Schedules, IACH Company owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S Company' business. Except as set forth in the IACH Company Schedules, no third party has any right to, and IACH Company has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of IACH Company or any material portion of its properties, assets, or rights.

Title and Related Matters. IACH Ecological has good and marketable title to all of its properties, inventory, interest in properties, and assets, real and personal, which are reflected in the most recent IACH Ecological balance sheet or acquired after that date (except properties, inventory, interest in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH Ecological Schedules. Except as set forth in the IACH Ecological Schedules, IACH Ecological owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S Ecological's business. Except as set forth in the IACH Ecological Schedules, no third party has any right to, and IACH Ecological has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of IACH Ecological or any material portion of its properties, assets, or rights.

Title and Related Matters. IACH San Xxxxxxx has good and marketable title to and is the sole and exclusive owner of all of its properties, inventory, interest interests in properties, properties and assets, real and personalpersonal (collectively, the "Assets") which are reflected in the most recent IACH San Xxxxxxx audited balance sheet and the San Xxxxxxx Schedules or acquired after that date (except properties, inventory, interest interests in properties, properties and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, charges or encumbrances except except: (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not not, materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH San Xxxxxxx Schedules. Except as set forth in the IACH San Xxxxxxx Schedules, IACH owns, San Xxxxxxx owns free and clear of any liens, claims, encumbrances, royalty interests, interests or other restrictions or limitations of any nature whatsoever, whatsoever any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, management or other information utilized in connection with IACH'S San Joaquin's business. Except as set forth in the IACH San Xxxxxxx Schedules, no third party has any right to, and IACH San Xxxxxxx has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety proprietary techniques, trademarks, service marks, trade names, names or copyrights which, individually singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, conditions or business prospects income of IACH San Xxxxxxx or any material portion of its properties, assets, assets or rights.

Title and Related Matters. IACH has good (a) Except as set forth on Schedule 3.11(a), PSHL and marketable title to all of its propertiesthe PSHL Subsidiary have a valid leasehold interest in their land use rights, inventory, interest interests in propertiesthe land use rights and buildings thereon, and assets, real and personal, which are will be reflected in the most recent IACH PSHL condensed consolidated balance sheet or acquired after that date dated December 31, 2005 (except properties, inventory, interest interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course Ordinary Course of businessBusiness), free and clear of all liens, pledges, charges, or encumbrances except except: (ai) as such assets may be affected by laws of the British Virgin Islands and The People's Republic of China; (ii) statutory liens or claims not yet delinquent; ; (biii) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and and (cb) as described in the IACH Schedules. Except as set forth in on Schedule 3.11(b), PSHL and the IACH Schedules, IACH ownsPSHL Subsidiary own, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products properties it is currently manufacturing, including the underlying technology and data, constructing and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S business. Except as set forth in PSHL and the IACH Schedules, PSHL Subsidiary; and no third party has any right to, and IACH has PSHL and the PSHL Subsidiary have not received any written notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety proprietary techniques, trademarks, service marks, trade names, or copyrights which, individually singly or in the aggregate, if the subject of an unfavorable decision, ruling ruling, or finding, would have a materially adverse effect Material Adverse Effect on the business, operations, financial condition, income, or business prospects of IACH or any material portion of its properties, assets, or rightsPSHL and the PSHL Subsidiary.

Title and Related Matters. IACH World Golf has good and ---------------------------- marketable title to all of its properties, inventory, interest interests in properties, and assets, real and personal, which are reflected in the most recent IACH balance sheet or acquired after that date (except properties, inventory, interest interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), ) free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH World Golf Schedules. Except as set forth in the IACH World Golf Schedules, IACH World Golf owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S World Golf 's business. Except as set forth in the IACH World Golf Schedules, no third party has any right to, and IACH World Golf has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of IACH World Golf or any material portion of its properties, assets, or rights.

Title and Related Matters. IACH Except as disclosed by ABCI to OneClass relating to that certain foreclosure litigation involving ABCI's acquisition of 4117 Ltd., ABCI has good and marketable title to and is the sole and exclusive owner of all of its properties, inventory, interest interests in properties, properties and assets, real and personalpersonal (collectively, the "Assets") which are reflected in the most recent IACH ABCI audited balance sheet and the ABCI Schedules or acquired after that date (except properties, inventory, interest interests in properties, properties and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, charges or encumbrances except except: (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not not, materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH ABCI Schedules. Except as set forth in the IACH ABCI Schedules, IACH owns, ABCI owns free and clear of any liens, claims, encumbrances, royalty interests, interests or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, whatsoever and all procedures, techniques, marketing plans, business plans, methods of management, management or other information utilized in connection with IACH'S ABCI's business. Except as set forth in the IACH ABCI Schedules, no third party has any right to, and IACH ABCI has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety proprietary techniques, trademarks, service marks, trade names, names or copyrights which, individually singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect affect on the business, operations, financial condition, income, conditions or business prospects income of IACH ABCI or any material portion of its properties, assets, assets or rights.

Title and Related Matters. IACH has American and Harbin have good and marketable title to all of their respective properties, inventory, interests in properties, and assets, real and personal, which will be reflected in the most recent American balance sheet free and clear of all liens, pledges, charges, or encumbrances. At Closing, American and Harbin will have good and marketable title to all of its properties, inventory, interest interests in properties, and assets, real and personal, which are reflected in the most recent IACH balance sheet Consolidated US Balance Sheet (as that term is defined in Section 5.1) or acquired after that date (except properties, inventory, interest interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except except (a) as such assets may be affected by laws of the Hong Kong Special Administrative Region and The People's Republic of China or province thereof; (b) statutory liens or claims not yet delinquent; and (bc) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH Schedules. Except as set forth in the IACH American Schedules, IACH ownseach of American and Harbin own, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products properties it is currently manufacturing, including the underlying technology and data, constructing and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S its or their business. Except as set forth in the IACH American Schedules, no third party has any right to, and IACH neither American nor its Subsidiary has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety proprietary techniques, trademarks, service marks, trade names, or copyrights which, individually singly or in the aggregate, if the subject of an unfavorable decision, ruling ruling, or finding, would have a materially adverse effect affect on the business, operations, financial condition, income, or business prospects of IACH American or Harbin or any material portion of its or their properties, assets, or rights, individually or taken as a whole.

Title and Related Matters. IACH Hainan has good and marketable title to all of its properties, inventory, interest interests in properties, and assets, real and personal, which are reflected in the most recent IACH December 31, 2006 balance sheet or acquired after that date (except properties, inventory, interest interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), ) free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH Hainan Schedules. Except as set forth in the IACH Hainan Schedules, IACH Hainan owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S Hainan’s business. Except as set forth in the IACH Hainan Schedules, no third party has any right to, and IACH Hainan has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of IACH Hainan or any material portion of its properties, assets, or rights.

Title and Related Matters. IACH Cascade Mountain has good and ------------------------- marketable title to all of its properties, inventory, interest interests in properties, and assets, real and personal, which are reflected in the most recent IACH balance sheet or acquired after that date (except properties, inventory, interest interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), ) free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH Cascade Mountain Schedules. Except as set forth in the IACH Cascade Mountain Schedules, IACH Cascade Mountain owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S Cascade Mountain's business. Except as set forth in the IACH Cascade Mountain Schedules, no third party has any right to, and IACH Cascade Mountain has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of IACH Cascade Mountain or any material portion of its properties, assets, or rights.

Title and Related Matters. IACH AMIWORLD - NY has good and marketable title to and is the sole and exclusive owner of all of its properties, inventory, interest in properties, properties and assets, real and personal, including the Patents and Technical Information (as defined hereinafter), copyrights, trademarks, service marks and tradenames (collectively, the “Assets”) which are reflected in the most recent IACH AMIWORLD - NY balance sheet and the AMIWORLD - NY Schedules or acquired after that date (except properties, inventory, interest in properties, properties and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, charges or encumbrances except except: (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not not, materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH AMIWORLD - NY Schedules. Except as set forth in the IACH AMIWORLD - NY Schedules, IACH owns, AMIWORLD - NY owns free and clear of any liens, claims, encumbrances, royalty interests, interest or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, management or other information utilized in connection with IACH'S AMIWORLD - NY’s business. Except as set forth in the IACH AMIWORLD - NY Schedules, no third party has any right to, and IACH AMIWORLD - NY has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety proprietary techniques, trademarks, service marks, trade names, names or copyrights which, individually singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect affect on the business, operations, financial conditionconditions, income, income or business prospects of IACH AMIWORLD - NY or any material portion of its properties, assets, assets or rights.

Title and Related Matters. IACH Mikwec has good and marketable title to all of its properties, inventory, interest interests in properties, and assets, real and personal, which are reflected in the most recent IACH balance sheet or acquired after that date (except properties, inventory, interest interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), ) free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present present, proposed or future business operations on such properties; and (c) as described in the IACH Mikwec Schedules. Except as set forth in the IACH Mikwec Schedules, IACH Mikwec owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S Mikwec's business. Except as set forth in the IACH Mikwec Schedules, no third party has any right to, and IACH Mikwec has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety proprietary techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of IACH Mikwec or any material portion of its properties, assets, or rights.

Title and Related Matters. IACH Unicorp has good and marketable ------------------------- title to all of its properties, inventory, interest in properties, and assets, real and personal, which are reflected in the most recent IACH Unicorp balance sheet or acquired after that date (except properties, inventory, interest in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH Unicorp Schedules. Except as set forth in the IACH Unicorp Schedules, IACH Unicorp owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S Unicorp's business. Except as set forth in the IACH Unicorp Schedules, no third party has any right to, and IACH Unicorp has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of IACH Unicorp or any material portion of its properties, assets, or rights.

Title and Related Matters. IACH NT Tech has good and marketable title to all of its properties, inventory, interest in properties, and assets, real and personal, which are reflected in the most recent IACH NT Tech balance sheet or acquired after that date (except properties, inventory, interest in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH NT Tech Schedules. Except as set forth in the IACH NT Tech Schedules, IACH NT Tech owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S NT Tech's business. Except as set forth in the IACH NT Tech Schedules, no third party has any right to, and IACH NT Tech has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of IACH NT Tech or any material portion of its properties, assets, or rights.

Title and Related Matters. IACH VOSS has good and marketable xxxxetable title to and is the sole and exclusive ownxx xf all of its properties, inventory, interest interests in properties, properties and assets, real and personalpersonal (collectively, the "Assets") which are reflected in the most recent IACH balance sheet or acquired after that date (except properties, inventory, interest in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), VOSS Schedules free and clear of all liens, pledges, charges, charges or encumbrances except encumbrxxxxs except: (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not not, materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH VOSS Schedules. Except as set forth in the IACH VOSS Schedules, IACH owns, free and VOSS owns frxx xnd clear of any liens, claims, encumbrancesencumbraxxxx, royalty interests, inxxxxsts or other restrictions or limitations of any nature whatsoever, whatsoever any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, management or other information utilized in connection with IACH'S VOSS's business. Except as set forth in the IACH VOSS Schedules, no third party has paxxx xxs any right to, and IACH VOSS has not received receixxx any notice of infringement of or conflict with asserted asxxxxed rights of others with respect to any product, technology, data, trade secrets, know-how, propriety proprietary techniques, trademarks, service marks, trade names, names or copyrights which, individually singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, conditions or business prospects income of IACH VOSS or any material portion of its properties, assets, assets or rights. The Sxxxxholders have good and marketable title to 100% of the issued and outstanding common shares of VOSS which represent all of the capital shares of VOSS issued and outstxxxxng and all such common shares are free and clexx xf any lien or encumbrance and can legally be delivered by the Shareholders without restriction pursuant to the terms and the conditions of this Agreement.

Title and Related Matters. IACH XXXX has good and marketable valid title to all of its properties, inventory, interest interests in properties, and assets, real and personal, which are reflected in the most recent IACH balance sheet or acquired after that date (except properties, inventory, interest interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet due and payable and/or delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH SchedulesSchedule 3.08. Except as set forth in the IACH SchedulesSchedule 3.08, IACH XXXX owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S XXXX'x business. Except as set forth in the IACH SchedulesSchedule 3.08, no third party has any right to, to and IACH XXXX has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety proprietary techniques, trademarks, service marks, trade namestradenames, or copyrights which, individually singly or in the aggregate, if the subject of an unfavorable decision, ruling ruling, or finding, would have a materially adverse effect affect on the business, operations, financial condition, income, or business prospects of IACH XXXX or any material portion of its properties, assets, or rights.

Title and Related Matters. IACH Sequel has good and marketable title to and is the sole and exclusive owner of all of its properties, inventory, interest interests in properties, properties and assets, real and personalpersonal (collectively, the "Assets") which are reflected in the most recent IACH balance sheet Financial Statement or acquired after that date (except properties, inventory, interest interests in properties, properties and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, charges or encumbrances except except: (a) statutory liens or claims not yet delinquent; and (b) such imperfections of title and easements as do not and will not not, materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and properties (c) as described any equipment leases, security interests and encumbrances reflected in the IACH SchedulesFinancial Statements, including Financing Statements registered in favour of Mr. Xxx Xxxxx and First Choice Communications Inc. which are to be discharged on or immediately following Closing and a Financing Statement to be registered in favour of Xx. Xxxx on Closing to secure repayment of the outstanding sum of CDN $345,000.00 owed to him by the Sequel on Closing, as set out herein and a Financing Statement registered on behalf of the Minister of Finance (Ontario) which is to be discharged on or immediately following Closing. Except as set forth herein or in the IACH Schedules, IACH owns, Sequel owns free and clear of any liens, claims, encumbrances, royalty interests, interests or other restrictions or limitations of any nature whatsoever, whatsoever any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, management or other information utilized in connection with IACH'S Sequel's business. Except as set forth in the IACH Schedules, no No third party has any right to, and IACH Sequel has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety proprietary techniques, trademarks, service marks, trade names, names or copyrights which, individually singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, conditions or business prospects income of IACH Sequel or any material portion of its properties, assets, assets or rights.

Title and Related Matters. IACH OXFORD has good and marketable title to all of its properties, inventory, interest in properties, and assets, real and personal, which are reflected in the most recent IACH OXFORD balance sheet or acquired after that date (except properties, inventory, interest in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH OXFORD Schedules. Except as set forth in the IACH OXFORD Schedules, IACH OXFORD owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S OXFORD's business. Except as set forth in the IACH OXFORD Schedules, no third party has any right to, and IACH OXFORD has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of IACH OXFORD or any material portion of its properties, assets, or rights.

Title and Related Matters. IACH Freedom2 has good and marketable title to all of its properties, inventory, interest interests in properties, and assets, real and personal, which are reflected in the most recent IACH December 31, 2008 balance sheet or acquired after that date (except properties, inventory, interest interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; , (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; , and (c) as described in the IACH SchedulesFreedom2 Schedule 1.07. Except as set forth in the IACH SchedulesFreedom2 Schedule 1.07, IACH Freedom2 owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all intellectual property, procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S Freedom2's business. Except as set forth in the IACH SchedulesFreedom2 Schedule 1.07, no third party has any right to, and IACH Freedom2 has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of IACH Freedom2 or any material portion of its properties, assets, or rights.

Title and Related Matters. IACH TXXXXXX I has good and marketable title to all of its properties, inventory, interest in properties, and assets, real and personal, which are reflected in the most recent IACH TXXXXXX I balance sheet or acquired after that date (except properties, inventory, interest in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH TXXXXXX I Schedules. Except as set forth in the IACH TXXXXXX I Schedules, IACH TXXXXXX I owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S TXXXXXX I's business. Except as set forth in the IACH TXXXXXX I Schedules, no third party has any right to, and IACH TXXXXXX I has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of IACH TXXXXXX I or any material portion of its properties, assets, or rights.

Title and Related Matters. IACH Excluding any real property, which Be Media does not own, Be Media has good and marketable title to and is the sole and exclusive owner of all of its properties, inventoryinterests in properties and assets (collectively, interest in properties, and assets, real and personal, the "Assets") which are reflected in the most recent IACH Be Media audited and unaudited balance sheet sheets, or are being used by Be Media but not appearing on the Be Media balance sheets, such as intangibles and intellectual property, or acquired after that date (except properties, inventory, interest in properties, properties and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, charges or encumbrances except except: (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not not, materially detract from or interfere with the present or proposed use of the properties subject thereto thereto, or affected thereby thereby, or otherwise materially impair present business operations on such properties; and (c) as described in the IACH Be Media Schedules. Except as set forth in the IACH Schedules, IACH owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S business. Except as set forth in the IACH Be Media Schedules, no third party has any right to, and IACH Be Media has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety proprietary techniques, trademarks, service marks, trade names, names or copyrights which, individually singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, conditions or business prospects income of IACH Be Media or any material portion of its properties, assets, assets or rights.

Title and Related Matters. IACH Excluding any real property, which DSTV does not own, DSTV has good and marketable title to and is the sole and exclusive owner of all of its properties, inventoryinterests in properties and assets (collectively, interest in properties, and assets, real and personal, the "Assets") which are reflected in the most recent IACH DSTV audited and unaudited balance sheet sheets, or are being used by DSTV but not appearing on DSTV's balance sheets, such as intangibles and intellectual property, or acquired after that date (except properties, inventory, interest in properties, properties and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, charges or encumbrances except except: (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not not, materially detract from or interfere with the present or proposed use of the properties subject thereto thereto, or affected thereby thereby, or otherwise materially impair present business operations on such properties; and (c) as described in the IACH DSTV Schedules. Except as set forth in the IACH Schedules, IACH owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S business. Except as set forth in the IACH DSTV Schedules, no third party has any right to, and IACH DSTV has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety proprietary techniques, trademarks, service marks, trade names, names or copyrights which, individually singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, conditions or business prospects income of IACH DSTV or any material portion of its properties, assets, assets or rights.

Title and Related Matters. IACH Hy-Tech has good and ---------------------------- marketable title to all of its properties, inventory, interest interests in properties, and assets, real and personal, which are reflected in the most recent IACH balance sheet or acquired after that date (except properties, inventory, interest interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), ) free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH Hy-Tech Schedules. Except as set forth in the IACH Hy-Tech Schedules, IACH Hy-Tech owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S Hy-Tech 's business. Except as set forth in the IACH Hy-Tech Schedules, no third party has any right to, and IACH Hy-Tech has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of IACH Hy-Tech or any material portion of its properties, assets, or rights.

Title and Related Matters. IACH Except as provided herein or in the LLI Schedules, LLI has good and marketable title to and is the sole and exclusive owner of all of its properties, inventory, interest interests in properties, properties and assets, real and personalpersonal including technical information, copyrights, trademarks, service marks and tradenames (collectively, the "Assets") which are reflected in the most recent IACH balance sheet LLI Schedules or acquired after that date (except properties, inventory, interest interests in properties, properties and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, charges or encumbrances except except: (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not not, materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH LLI Schedules. Except as set forth in the IACH LLI Schedules, IACH owns, LLI owns free and clear of any liens, claims, encumbrances, royalty interests, interests or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, management or other information utilized in connection with IACH'S LLI's business. Except as set forth in the IACH LLI Schedules, no third party has any right to, and IACH LLI has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety proprietary techniques, trademarks, service marks, trade names, names or copyrights which, individually singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect affect on the business, operations, financial condition, income, conditions or business prospects income of IACH LLI or any material portion of its properties, assets, assets or rights.

Title and Related Matters. IACH Hunno has good and marketable title to all of its properties, inventory, interest interests in properties, and assets, real and personal, which are reflected in the most recent IACH Hunno balance sheet or acquired after that date (except properties, inventory, interest interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), ) free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH Hunno Schedules. Except as set forth in the IACH Hunno Schedules, IACH Hunno owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S Hunno' business. Except as set forth in the IACH Hunno Schedules, no third party has any right to, and IACH Hunno has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of IACH Hunno or any material portion of its properties, assets, or rights.

Title and Related Matters. IACH IGA has good and marketable title to and is the sole and exclusive owner of all of its properties, inventory, interest interests in properties, properties and assets, real and personalpersonal including technical information, which are reflected in copyrights, trademarks, service marks and tradenames (except with respect to certain rights retained by Access Software with respect to IGA's rights to utilize the most recent IACH balance sheet or acquired after that date Links Pro Golf software) (collectively, the "Assets") (except properties, inventory, interest interests in properties, properties and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, charges or encumbrances except except: (a) statutory liens or claims not yet delinquent; and (b) such imperfections of title and easements as do not and will not not, materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH Schedules. Except as set forth in the IACH Schedulesforegoing, IACH owns, IGA owns free and clear of any liens, claims, encumbrances, royalty interests, interests or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, management or other information utilized in connection with IACH'S IGA's business. Except as set forth in the IACH Scheduleswith respect to Access Software, no third party has any right to, and IACH IGA has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety proprietary techniques, trademarks, service marks, trade names, names or copyrights which, individually singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect affect on the business, operations, financial condition, income, conditions or business prospects income of IACH IGA or any material portion of its properties, assets, assets or rights.

Title and Related Matters. IACH Urbana has good and marketable title to all of its properties, inventory, interest interests in properties, and assets, real and personal, which are reflected in the most recent IACH Urbana balance sheet or acquired after that date (except properties, inventory, interest interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), ) free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH Urbana Schedules. Except as set forth in the IACH Urbana Schedules, IACH Urbana owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S Urbana's business. Except as set forth in the IACH Urbana Schedules, no third party has any right to, and IACH Urbana has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of IACH Urbana or any material portion of its properties, assets, or rights.

Title and Related Matters. IACH Tropical has good and marketable title to all of its properties, inventory, interest in properties, and assets, real and personal, which are reflected in the most recent IACH Tropical balance sheet or acquired after that date (except properties, inventory, interest in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH Tropical Schedules. Except as set forth in the IACH Tropical Schedules, IACH Tropical owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S Tropical's business. Except as set forth in the IACH Tropical Schedules, no third party has any right to, and IACH Tropical has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of IACH Tropical or any material portion of its properties, assets, or rights.

Title and Related Matters. IACH Rainbow has good and marketable title to all of its properties, inventory, interest interests in properties, and assets, real and personal, which are reflected in the most recent IACH Rainbow balance sheet or acquired after that date (except properties, inventory, interest interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), ) free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH Rainbow Schedules. Except as set forth in the IACH Rainbow Schedules, IACH Rainbow owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S Rainbow' business. Except as set forth in the IACH Rainbow Schedules, no third party has any right to, and IACH Rainbow has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of IACH Rainbow or any material portion of its properties, assets, or rights.

Title and Related Matters. IACH ARC has good and marketable title to all of its properties, inventory, interest in properties, and assets, real and personal, which are reflected in the most recent IACH ARC balance sheet or acquired after that date (except properties, inventory, interest in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH ARC Schedules. Except as set forth in the IACH ARC Schedules, IACH ARC owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S ARC 's business. Except as set forth in the IACH ARC Schedules, no third party has any right to, and IACH ARC has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of IACH ARC or any material portion of its properties, assets, or rights.

Title and Related Matters. IACH Visualcom has good and marketable title to all of its properties, inventory, interest interests in properties, and assets, real and personal, which are reflected in the most recent IACH Visualcom balance sheet or acquired after that date (except properties, inventory, interest interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), ) free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH Visualcom Schedules. Except as set forth in the IACH Visualcom Schedules, IACH Visualcom owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S Visualcom's business. Except as set forth in the IACH Visualcom Schedules, no third party has any right to, and IACH Visualcom has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of IACH Visualcom or any material portion of its properties, assets, or rights.

Title and Related Matters. IACH ICS has good and marketable title to all of its properties, inventory, interest interests in properties, and assets, real and personal, which are reflected in the most recent IACH ICS balance sheet or acquired after that date (except properties, inventory, interest interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), ) free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH Schedules. Except as set forth in the IACH SchedulesSchedule 1.08, IACH ICS owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any all properties, inventory, interests in properties, and all products it is currently manufacturingassets, including real and personal, which are reflected in the underlying technology and data, most recent ICS balance sheet and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S ICS’ business. Except as set forth in the IACH SchedulesICS Schedule 1.08, no third party has any right to, and IACH ICS has not received any notice of infringement of or conflict with asserted rights of others with respect to any property, assets, product, technology, data, trade secrets, know-how, propriety techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of IACH ICS or any material portion of its properties, assets, or rights.

Title and Related Matters. IACH EGIG has good and marketable title to all of its properties, inventory, interest interests in properties, properties and assets, real and personal, including the Patents and Technical Information (as defined hereinafter), copyrights, trademarks, service marks and tradenames (collectively, the "Assets") which are reflected in the most recent IACH EGIG balance sheet and the EGIG Schedules or acquired after that date (except properties, inventory, interest interests in properties, properties and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, charges or encumbrances except except: (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not not, materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH EGIG Schedules. Except as set forth in the IACH EGIG Schedules, IACH owns, EGIG owns free and clear of any liens, claims, encumbrances, royalty interests, interests or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, management or other information utilized in connection with IACH'S EGIG's business. Except as set forth in the IACH EGIG Schedules, no third party has any right to, and IACH EGIG has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety proprietary techniques, trademarks, service marks, trade names, names or copyrights which, individually singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect affect on the business, operations, financial conditionconditions, income, income or business prospects of IACH EGIG or any material portion of its properties, assets, assets or rights.

Title and Related Matters. IACH Town House has good and marketable title to all of its properties, inventory, interest interests in properties, and assets, real and personal, which are will be reflected in the most recent IACH balance sheet Unaudited Balance Sheet free and clear of all liens, pledges, charges, or encumbrances except as disclosed therein. At Closing, Town House and its Subsidiaries will have good and marketable title to all of its properties, inventory, interests in properties, and assets, real and personal, reflected in the Consolidated US Balance Sheet (as that term is defined in Section 5.1) or acquired after that date (except properties, inventory, interest interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except except: (a) as such assets may be affected by laws of the Hong Kong Special Administrative Region and The People's Republic of China; (b) statutory liens or claims not yet delinquent; and (bc) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH Schedules. Except as set forth in the IACH Town House Schedules, IACH ownseach of Town House and its Subsidiaries own, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products properties it is currently manufacturing, including the underlying technology and data, constructing and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S its or their business. Except as set forth in the IACH Town House Schedules, no third party has any right to, and IACH none of Town House or its Subsidiaries has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety proprietary techniques, trademarks, service marks, trade names, or copyrights which, individually singly or in the aggregate, if the subject of an unfavorable decision, ruling ruling, or finding, would have a materially adverse effect affect on the business, operations, financial condition, income, or business prospects of IACH Town House or its Subsidiaries or any material portion of its or their properties, assets, or rights, individually or taken as a whole.