Common use of TITLE, CONDITION OF PERSONAL PROPERTY Clause in Contracts

TITLE, CONDITION OF PERSONAL PROPERTY. (A) Except for the security interests listed and described on Schedule 5.11(a), the Company has good and marketable title to, or valid and subsisting leasehold interests in, all of the personal property located at its places of business owned by the Company or used in connection with the operation of its business, subject to no mortgage, security interest, pledge, lien, claim, encumbrance or charge, or restraint on transfer whatsoever (the "Liens") other than Permitted Liens (as defined below). Except as set forth on Schedule 5.11(a), no other person has any right to the use or possession of any of such property which is owned and, except as set forth on Schedule 5.11(a), no currently effective financing statement with respect to such personal property has been filed under the Uniform Commercial Code in any jurisdiction, and the Company has not signed any such financing statement or any security agreement authorizing any secured party thereunder to file any such financing statement. All of such personal property comprising equipment, improvements, furniture and other tangible personal property in use by the Company, whether owned or leased, is in good operating condition and repair, subject to normal wear and tear, and is sufficient to enable the Company to operate its business in a manner consistent with its operation during the immediately preceding twelve (12) months. (B) Except as set forth on Schedule 5.11(b), no tangible personal property used by the Company in connection with the operation of its business is subject to a lease, conditional sale, security interest or similar arrangement. The Company has delivered to Buyer a complete and correct copy of each of the leases and other agreements listed on Schedule 5.11(b). All of said personal property leases are valid, binding and enforceable in accordance with their respective terms and are in full force and effect. The Company is not in material default under such leases and there has not been asserted, either by or against the Company under any of such leases, any written notice of default, set-off, or claim of default. To the best knowledge of Sellers and Company, the parties to such leases other than the Company are not in default of their respective obligations under any of such leases, and there has not occurred any event which with the passage of time or giving of notice (or both) would constitute such a default or breach under any of such leases.

TITLE, CONDITION OF PERSONAL PROPERTY. (Aa) Except for the security interests listed and described on Schedule 5.11(a), the Company has good and marketable title to, or valid and subsisting leasehold interests in, all of the personal property located at its places place of business owned by the Company or used in connection with the operation of its business, subject to no mortgage, security interest, pledge, lien, claim, encumbrance or charge, or restraint on transfer whatsoever (the "Liens") other than Permitted Liens (as defined below). Except as set forth on Schedule 5.11(a), no No other person has any right to the use or possession of any of such property which is owned and, except as set forth on Schedule 5.11(a), no currently effective financing statement with respect to such personal property has been filed under the Uniform Commercial Code in any jurisdiction, and the Company has not signed any such financing statement or any security agreement authorizing any secured party thereunder to file any such financing statement. All of such personal property comprising equipment, improvements, furniture and other tangible personal property in use by the Company, whether owned or leased, is in good operating condition and repair, subject to normal wear and tear, and is sufficient to enable the Company to operate its business in a manner consistent with its operation during the immediately preceding twelve (12) months. (Bb) Except as set forth on Schedule 5.11(b), no tangible personal property used by the Company in connection with the operation of its business is subject to a lease, conditional sale, security interest or similar arrangement. The Company has delivered to Buyer a complete and correct copy of each of the leases and other agreements listed on Schedule 5.11(b). All of said personal property leases are valid, binding and enforceable in accordance 17 with their respective terms and are in full force and effect. The Company is not in material default under any of such leases and there has not been asserted, either by or against the Company under any of such leases, any written notice of default, set-off, or claim of default. To the best knowledge of Sellers and the Company, the parties to such leases other than the Company are not in default of their respective obligations under any of such leases, and there has not occurred any event which with the passage of time or giving of notice (or both) would constitute such a default or breach under any of such leases.

TITLE, CONDITION OF PERSONAL PROPERTY. (A) Except for the security interests listed and described on Schedule 5.11(a), the Company Arcadia has good and marketable title to, or valid and subsisting leasehold interests in, all of the personal property located at its their places of business owned by the Company or used in connection with the operation of its businesstheir businesses, subject to no mortgage, security interest, pledge, lien, claim, encumbrance or charge, or restraint on transfer whatsoever (the "Liens") other than Permitted Liens (as defined below). Except as set forth on Schedule 5.11(a), no No other person has any right to the use or possession of any of such property which is owned and, except as set forth on Schedule 5.11(a), no currently effective financing statement with respect to such personal property has been filed under the Uniform Commercial Code in any jurisdiction, and the Company Arcadia has not signed any such financing statement or any security agreement authorizing any secured party thereunder to file any such financing statement. All of such personal property comprising equipment, improvements, furniture and other tangible personal property in use by the CompanyArcadia, whether owned or leased, is in good operating condition and repair, subject to normal wear and tear, and is sufficient to enable the Company Arcadia to operate its business businesses in a manner consistent with its their operation during the immediately preceding twelve (12) months. (B) Except as set forth on Schedule 5.11(b), no tangible personal property used by the Company Arcadia in connection with the operation of its business businesses is subject to a lease, conditional sale, security interest or similar arrangement. The Company Arcadia has delivered to Buyer a complete and correct copy of each of the leases and other agreements listed on Schedule 5.11(b). All of said personal property leases are valid, binding and enforceable in accordance with their respective terms and are in full force and effect. The Company Arcadia is not in material default under such leases and there has not been asserted, either by or against the Company Arcadia under any of such leases, any written notice of default, set-off, or claim of default. To the best knowledge of Principal Sellers and CompanyArcadia, the parties to such leases other than the Company Arcadia are not in default of their respective obligations under any of such leases, and there has not occurred any event which with the passage of time or giving of notice (or both) would constitute such a default or breach under any of such leases.

TITLE, CONDITION OF PERSONAL PROPERTY. (Aa) Except for the security interests listed and described on Schedule 5.11(a), the Company has good and marketable title to, or valid and subsisting leasehold interests in, all of the personal property located at its places place of business owned by the Company or used in connection with the operation of its business, subject to no mortgage, security interest, pledge, lien, claim, encumbrance or charge, or restraint on transfer whatsoever (the "Liens") other than Permitted Liens (as defined below). Except as set forth on Schedule 5.11(a), no No other person has any right to the use or possession of any of such property which is owned and, except as set forth on Schedule 5.11(a), no currently effective financing statement with respect to such personal property has been filed under the Uniform Commercial Code in any jurisdiction, and the Company has not signed any such financing statement or any security agreement authorizing any secured party thereunder to file any such financing statement. All of such personal property comprising equipment, improvements, furniture and other tangible personal property in use by the Company, whether owned or leased, is in good operating condition and repair, subject to normal wear and tear, and is sufficient to enable the Company to operate its business in a manner consistent with its operation during the immediately preceding twelve (12) months. (Bb) Except as set forth on Schedule 5.11(b), no tangible personal property used by the Company in connection with the operation of its business is subject to a lease, conditional sale, security interest or similar arrangement. The Company has delivered to Buyer a complete and correct copy of each of the leases and other agreements listed on Schedule 5.11(b). All of said personal property leases are valid, binding and enforceable in accordance with their respective terms and are in full force and effect. The Company is not in material default under any of such leases and there has not been asserted, either by or against the Company under any of such leases, any written notice of default, set-off, or claim of default. To the best knowledge of Sellers and the Company, the parties to such leases other than the Company are not in default of their respective obligations under any of such leases, and there has not occurred any event which with the passage of time or giving of notice (or both) would constitute such a default or breach under any of such leases.