Common use of Title of Properties; Absence of Liens and Encumbrances; Condition of Equipment Clause in Contracts

Title of Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) The Company does not own any real property. Section 2.12(a) of the Company Disclosure Schedule sets forth a list of all real property currently leased by the Company, the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental and/or other fees payable under any such lease. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing material default or material event of default (or event that with notice or lapse of time, or both, would constitute a material default). The lessor can, however, always give notice according to the terms of the lease. (b) The Company has good and valid title to, or in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except as reflected in the Current Balance Sheet and except for Liens for Taxes not yet due and payable and such imperfections of title and encumbrances, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use, of the property subject thereto or affected thereby. (c) Section 2.12(c) of the Company Disclosure Schedule lists all material items of equipment having a book value equal to or greater than $20,000 (the "Equipment") owned or leased by the Company and such Equipment is, (i) adequate for the conduct of the business of the Company as currently conducted and (ii) in good operating condition, properly maintained, subject to normal wear and tear. (d) The Company has sole and exclusive custody and/or access, free and clear of any Liens, of all customer files and other customer information in its possession relating to its current and former customers (the "Customer Information"). No person other than the Company possesses any claims or rights with respect to use of the Customer Information.

Title of Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) The Company does not own any real property, nor has it ever owned any real property. Section 2.12(a) of the Company Disclosure Schedule sets forth a list of all real property currently leased by the CompanyCompany as of the Closing, the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental and/or other fees payable under any such lease. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing material default or material event of default by the Company (or event that which with notice or lapse of time, or both, would constitute a material defaultdefault by the Company). The lessor can; provided, however, always give notice according to that any material adverse financial impact on the terms Company of the leasesuch breach shall constitute a material default. (b) The Company has good and valid valued title to, or in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except as set forth in Section 2.14 of the Company Disclosure Schedule or as reflected in the Current Balance Sheet Sheet, and except for Liens for Taxes not yet due and payable and such imperfections of title and encumbrances, if any, that which are not material in character, amount or extent, and that which do not materially detract from the value, or materially interfere with the present use, of the property subject thereto or affected thereby. (c) Section 2.12(c) of the Company Disclosure Schedule lists all material items of equipment having a book value equal to or greater than $20,000 (the "Equipment") owned or leased by the Company and such Equipment is, (i) adequate for the conduct of the business of the Company as currently conducted and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear. (d) The Company has sole and exclusive custody and/or accessownership, free and clear of any Liens, of all customer files and other proprietary customer information in its possession relating to its current and former customers (the "Customer Information"). No person other than the Company possesses any claims or rights with respect to use of the Customer Information.

Title of Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) The Company does not own any real property, and has never owned any real property. Section 2.12(a3.14(a) of the Company Disclosure Schedule sets forth a list of all real property currently leased by the Company, the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental and/or other fees payable under any such lease and the term and renewal provisions of such lease. All such current leases are in full force and effect, are valid effect and effective in accordance with their respective termsenforceable by the Company, and there is not, under any of such leases, any existing material default by the Company or, to the knowledge of the Company, by the other party thereto or material event of default (or event that which with notice or lapse of time, or both, would constitute such a material default). The lessor can, however, always give notice according to the terms of the lease. (b) The Company has good and valid title to, or or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except as reflected in the Current Balance Sheet and except for Liens for Taxes not yet due and payable payable, municipal and zoning ordinances, easements for public utilities and such imperfections of title and encumbrances, if any, that which are not material in character, amount or extent, and that which do not materially detract from the value, or materially interfere with the present use, of the property subject thereto or affected thereby. (c) Section 2.12(c3.14(c) of the Company Disclosure Schedule lists all material items of equipment having a book value equal to or greater than $20,000 (the "Equipment") owned or leased by the Company and such Equipment is, in the aggregate, (i) adequate for the conduct of the business of the Company as currently conducted and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear. (d) The Company has sole and exclusive custody and/or access, free and clear of any Liens, of all customer files and other customer information in its possession relating to its current and former customers (the "Customer Information"). No person other than the Company possesses any claims or rights with respect to use of the Customer Information.

Title of Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) The Neither the Company does not own nor the Subsidiary owns any real property, nor has it ever owned any real property. Section 2.12(a) of All current real property leases to which the Company Disclosure Schedule sets forth or the Subsidiary is a list of all real property currently leased by the Company, the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental and/or other fees payable under any such lease. All such current leases party are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing material default or material event of default (or event that which with notice or lapse of time, or both, would constitute a material default). The lessor can) except for any such default or event of default, howeverif any, always give notice according to which does not materially interfere with the terms Company' or the Subsidiary's present use of the property subject to such lease. (b) The Company has and the Subsidiary have good and valid title to, or or, in the case of leased properties and assets, valid leasehold interests in, all of its their respective tangible properties and assets, real, personal and mixed, used or held for use in its their respective business, free and clear of any Liens, except as reflected in the Current Balance Sheet and except for Liens for Taxes not yet due and payable and such imperfections of title and encumbrances, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use, of the property subject thereto or affected therebyPermitted Liens. (c) Section 2.12(c) of the Company Disclosure Schedule lists all Each material items item of equipment having a book value equal to or greater than $20,000 (the "Equipment") owned or leased by the Company and such Equipment is, or the Subsidiary is (i) adequate for the conduct of the business of the Company or the Subsidiary as currently conducted and as currently contemplated to be conducted, and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear. (d) The Company has and the Subsidiary have sole and exclusive custody and/or accessownership, free and clear of any Liens, of all customer files lists, customer contact information, customer correspondence and other customer information in its possession licensing and purchasing histories relating to its their respective current and former customers (the "Customer Information"). No person Person other than the Company or the Subsidiary possesses any claims or rights with respect to use of the Customer Information.

Title of Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) The Company does not own any real property nor has it ever owned any real property. Section 2.12(aSchedule 4.12(a) of the Company Disclosure Schedule sets forth a list of all real property currently leased by the Company, the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental and/or other fees payable under any such lease. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing material default or material event of default (or event that which with notice or lapse of time, or both, would constitute a material default). The lessor can, however, always give notice according to ) by the terms of Company that would materially affect the leaseCompany's business. (b) The Company has good and valid title to, or or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible personal properties and assets, real, personal and mixed, used or held for use in its Team Sports business, free and clear of any Liens, except as reflected in the Current Balance Sheet on Schedule 4.12(b) and except for Permitted Liens and for Taxes not yet due and payable and such imperfections of title and encumbrances, if any, that which are not material in character, amount or extent, and that which do not materially detract from the value, value or materially interfere with the present use, use of the property subject thereto or affected thereby. (c) Section 2.12(c) of the Company Disclosure Schedule lists all material items of equipment having a book value equal to or greater than $20,000 (the . "Equipment") owned or leased by the Company and such Equipment is, Permitted Liens" means (i) adequate Liens for Taxes or governmental assessments, charges or claims the conduct payment of which is not yet due, or for Taxes the business validity of the Company as currently conducted and which is being contested in good faith by appropriate proceedings; (ii) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other similar persons and other Liens imposed by applicable law incurred in the ordinary course of business for sums not yet delinquent or being contested in good operating conditionfaith; (iii) Liens relating to deposits made in the ordinary course of business in connection with workers' compensation, properly maintained, subject to normal wear and tear. (d) The Company has sole and exclusive custody and/or access, free and clear of any Liens, of all customer files unemployment insurance and other customer information in its possession relating types of social security or to its current secure the performance of leases, trade contracts or other similar arrangements; (iv) Liens reflected or reserved for on the Current Balance Sheet; and former customers (the v) Liens securing executory obligations under any lease that constitutes an "Customer Information"). No person other than the Company possesses any claims or rights with respect to use of the Customer Informationoperating lease" under generally accepted accounting principles.

Title of Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) The Company does not own owns no real property, nor has it ever owned any real property. Section 2.12(aSchedule 2.10(a) of the Company Disclosure Schedule sets forth a list of all real property currently currently, or at any time in the past, leased by the Company, the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental and/or other fees payable under any such lease. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any not with respect to the Company or to the knowledge of such leasesthe Company, any other party to such leases any existing material default or material event of default (or event that which with notice or lapse of time, or both, would constitute a material default). The lessor can, however, always give notice according ) under such leases that would result in any monetary damage to the terms Company or materially interfere with the present use of the property subject to such lease. (b) The Company has good and valid title to, or or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except as reflected in the Current Balance Sheet Company Financials or in Schedule 2.10(b) and except for Liens liens for Taxes taxes not yet due and payable and such imperfections of title and encumbrances, if any, that which are not material in character, amount or extent, and that which do not materially detract from the value, or materially interfere with the present use, of the property subject thereto or affected thereby. (c) Section 2.12(c) of Except as described in Schedule 2.10(c), the Company Disclosure Schedule lists all material items of equipment having a book value equal to or greater than $20,000 (the "EquipmentEQUIPMENT") owned or leased by the Company and such Equipment is, taken as a whole, (i) adequate for the conduct of the business of the Company as currently conducted and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear. (d) The Company has sole and exclusive custody and/or access, free and clear of any Liens, of all customer files and other customer information in its possession relating to its current and former customers (the "Customer Information"). No person other than the Company possesses any claims or rights with respect to use of the Customer Information.

Title of Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) The Company does not own owns no real property nor has it ever owned any real property. Section 2.12(a) of the Company Disclosure Schedule sets forth a list of all real property currently leased by the Company, the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental and/or other fees payable under any such lease. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing material default or material event of default (or event that which with notice or lapse of time, or both, would constitute a material default). The lessor can, however, always give notice according to the terms of the lease. (b) The Company has good and valid title to, or or, in the case of leased properties and assets, valid leasehold interests in, all of its material tangible properties and material assets, real, personal and mixed, used or held for use in its business, except for such as are no longer used or useful in the conduct of its business or as have been disposed of in the ordinary course of business, free and clear of any Liens, except (i) as reflected in the Current Balance Sheet and except for Sheet, (ii) Liens for Taxes not yet due and payable and payable, (iii) such imperfections of title title, restrictive covenants and encumbrances, if any, that are not material in character, amount or extent, and that which do not materially detract from the value, or materially interfere with the value or interfere with the present use, use of the property subject thereto or affected thereby. , and (civ) Section 2.12(c) Liens that are created or arise in the ordinary course of the Company Disclosure Schedule lists all business. Each material items item of equipment having a book value equal to or greater than $20,000 (the "Equipment") owned or leased by the Company and such Equipment is, is (i) adequate for the conduct of the business of the Company as currently conducted and as currently contemplated to be conducted, and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear. (d) . The Company has sole and exclusive custody and/or accessownership, free and clear of any Liens, of all customer files lists, customer contact information, customer correspondence and other customer information in its possession licensing and purchasing histories relating to its current and former customers (the "Customer Information"). No person other than the Company possesses any claims or rights with respect to use of the Customer Information. Intellectual Property. Section 2.12(a) of the Company Disclosure Schedule sets forth a complete and accurate list of all Company Registered Intellectual Property and specifies, where applicable, the jurisdictions in which each such item of Company Registered Intellectual Property has been issued or registered and lists any proceedings or actions before any court, tribunal (including the United States Patent and Trademark Office (the "PTO") or equivalent authority anywhere in the world) related to any of Company Registered Intellectual Property. Section 2.12(b) of the Company Disclosure Schedule sets forth a complete and accurate list (by name and where applicable, version number) of all products or service offerings (including related software, if any) of Company or any of its Subsidiaries ("Company Products") that have been distributed or provided since Company's inception or which Company or any of its Subsidiaries currently intends to distribute or provide in the future, including any products or service offerings currently under development. Company has no knowledge of any facts or circumstances that would render any of Company Intellectual Property invalid or unenforceable. Without limiting the foregoing, Company knows of no information, materials, facts, or circumstances, including any information or fact that would constitute prior art, that would render any of Company Registered Intellectual Property invalid or unenforceable, or would adversely effect any pending application for any Company Registered Intellectual Property and Company has not misrepresented, or failed to disclose, and has no knowledge of any misrepresentation or failure to disclose, any fact or circumstances in any application for any Company Registered Intellectual Property that would constitute fraud or a misrepresentation with respect to such application or that would otherwise affect the validity or enforceability of any Company Registered Intellectual Property. To the knowledge of the Company, no Company Intellectual Property or Company Product is subject to any proceeding or outstanding decree, order, judgment, contract, license, agreement, or stipulation restricting in any manner the use, transfer, or licensing thereof by Company or any of its Subsidiaries, or which may adversely affect the validity, use or enforceability of such Company Intellectual Property or Company Product. Except for Company Registered Intellectual Property registrations which have been abandoned by the Company and are disclosed in Section 2.12(e) of the Company Disclosure Schedule, with respect to each material item of Company Registered Intellectual Property, all necessary registration, maintenance and renewal fees currently due in connection with such Company Registered Intellectual Property have been made and all necessary documents, recordations and certificates in connection with such Company Registered Intellectual Property have been filed with the relevant patent, copyright, trademark or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of perfecting and maintaining such Company Registered Intellectual Property. Section 2.12(f) of the Company Disclosure Schedule sets forth a complete and accurate list of all actions that are required to be taken by Company within ninety (90) days after the date hereof with respect to any of Company Registered Intellectual Property. Company or its Subsidiaries either own and have good and exclusive title to, or have a valid license to use, each material item of Company Intellectual Property free and clear of any lien (excluding non-exclusive licenses and related restrictions granted in the ordinary course). Without limiting the foregoing: (i) Company or its Subsidiaries is the exclusive owner of all trademarks and trade names (other than trademarks and trade names licensed to Company) used in connection with the operation or conduct of the business of Company and its Subsidiaries, including the sale, distribution or provision of any Company Products by Company or its Subsidiaries; and (ii) Company or its Subsidiaries own exclusively, and have good title to, or have a valid license to use, all copyrighted works that are Company Products or which Company or any of its Subsidiaries otherwise purports to own or license; and (iii) to the extent that the use, manufacture, sale or importation of any Company Product infringes any Patent, Company or its Subsidiaries is the owner of exclusive licenses of such Company Product. Except set forth in Section 2.12(h) of the Company Disclosure Schedule, all Company Intellectual Property (other than off-the-shelf commercial software) will be fully transferable, alienable or licensable by the Surviving Corporation without restriction and without payment of any kind to any third party. To the extent that any technology, software or material Intellectual Property has been developed or created independently or jointly by a third party for Company or any of its Subsidiaries or is incorporated into any of Company Products, Company or its Subsidiaries have a written agreement with such third party with respect thereto and Company or its Subsidiaries thereby either (i) has obtained ownership of, and is the exclusive owner of, or (ii) has obtained a perpetual, non-terminable license (sufficient for the conduct of its business as currently conducted and as currently proposed to be conducted) to all such third party's Intellectual Property in such work, material or invention by operation of law or by valid assignment, to the fullest extent it is legally possible to do so. With the exception of "shrink-wrap" or similar widely-available commercial end-user licenses, all Intellectual Property used in or necessary to the conduct of Company's business as presently conducted or currently contemplated to be conducted by Company was written and created solely by either (i) employees of Company acting within the scope of their employment or (ii) by third parties who have irrevocably assigned all of their rights, including Intellectual Property Rights therein, to Company, and no third party owns or has any rights to any of Company Intellectual Property. All employees of Company have entered into valid and binding written agreements with Company assigning to Company all of their rights, title and interest in and to all Intellectual Property created by such employee in the scope of his or her employment with Company. No person who has licensed any Intellectual Property to Company has ownership rights or license rights to improvements made by or for Company in such Intellectual Property. Neither Company nor any of its Subsidiaries has transferred ownership of, or granted any exclusive license with respect to, any Intellectual Property that is or was material to the conduct of Company's business as currently conducted and anticipated to be conducted, to any third party, or permitted Company's rights in such material to the conduct of Company's business as currently conducted and anticipated to be conducted to lapse or enter the public domain. Section 2.12(n) of the Company Disclosure Schedule lists all material contracts, licenses and agreements to which Company or any of its Subsidiaries is a party: (i) with respect to Company Intellectual Property licensed or transferred to any third party (other than end-user licenses in the ordinary course); or (ii) pursuant to which a third party has licensed or transferred any Intellectual Property to Company. All contracts, licenses and agreements relating to either (i) Company Intellectual Property or (ii) Intellectual Property of a third party licensed to Company or any of its Subsidiaries, are in full force and effect. The consummation of the transactions contemplated by this Agreement will neither violate nor result in the breach, modification, cancellation, termination or suspension of such contracts, licenses and agreements. Each of Company and its Subsidiaries is in material compliance with, and has not materially breached any term of any such contracts, licenses and agreements and, to the knowledge of Company, all other parties to such contracts, licenses and agreements are in compliance with, and have not materially breached any term of, such contracts, licenses and agreements. Following the Closing Date, the Surviving Corporation and its subsidiaries will be permitted to exercise all of Company's rights under such contracts, licenses and agreements to the same extent Company and its Subsidiaries would have been able to had the transactions contemplated by this Agreement not occurred and without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which Company or its Subsidiaries would otherwise be required to pay. Except as set forth on Section 2.12(p) of the Company Disclosure Schedule, neither this Agreement nor the transactions contemplated by this Agreement, including the assignment to Parent or Merger Sub by operation of law or otherwise of any contracts or agreements to which Company is a party, will result in: (i) either Parent's or the Merger Sub's granting to any third party any right to or with respect to any material Intellectual Property right owned by, or licensed to, either of them; (ii) either Parent or Merger Sub being bound by, or subject to, any non-compete or other material restriction on the operation or scope of their respective businesses; or (iii) either Parent or Merger Sub being obligated to pay any royalties or other material amounts to any third party in excess of those payable by Parent or Merger Sub, respectively, prior to the Closing. The operation of the business of Company as it currently is conducted or, to the knowledge of Company, as it is currently contemplated to be conducted by Company, including but not limited to the design, development, use, import, branding, advertising, promotion, marketing, manufacture and sale of Company Products (including products, technology or services currently under development) has not misappropriated or, to its knowledge, infringed, and to its knowledge, does not and will not, when conducted by Parent and/or the Surviving Corporation in substantially the same manner following the Closing, infringe or misappropriate any Intellectual Property right of any person, violate any right of any person (including any right to privacy or publicity) or constitute unfair competition or trade practices under the laws of any jurisdiction, and Company has not received notice from any person claiming that such operation or any act, product, technology or service (including products, technology or services currently under development) of Company infringes or misappropriates any Intellectual Property right of any person or constitutes unfair competition or trade practices under the laws of any jurisdiction (nor does Company have knowledge of any basis therefor). Except as set forth on Section 2.12(r) of the Company Disclosure Schedule, Company Intellectual Property constitutes all the Intellectual Property used in and/or necessary to the conduct of the business of Company as it currently is conducted, and, to the knowledge of Company, as it is currently planned or contemplated to be conducted by Company, including, without limitation, the design, development, manufacture, use, import and sale of products, technology and performance of services (including products, technology or services currently under development). To the knowledge of Company, no person has or is infringing or misappropriating any Company Intellectual Property. Each of Company and its Subsidiaries has and enforces a policy requiring each employee and contractor to execute a proprietary information/confidentiality agreement substantially in the form provided to Parent and all current and former employees and contractors of Company and any of its Subsidiaries have executed such an agreement, except where the failure to do so is not reasonably expected to be material to Company.

Title of Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) The Company does not own any real property. Section 2.12(a) of the Company Disclosure Schedule sets forth includes a complete and accurate list of all real property currently owned (the "OWNED REAL PROPERTY") and leased by the CompanyCompany (the "LEASED REAL PROPERTY" and, together with the Owned Real Property, the "REAL PROPERTY"), and, with respect to the Leased Real Property, the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, and the aggregate annual rental and/or other fees payable under any such lease. All such current leases for Leased Real Property are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, not any existing material default or material event of default (or event that which with notice or lapse of time, or both, would constitute a material default). The lessor can, however, always give notice according to the terms ) under any of the leasesuch leases. (b) The Company has good and valid title to, or or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except as reflected in the Current Balance Sheet Financial Statements and except for Liens liens for Taxes not yet due and payable and such imperfections of title and encumbrances, if any, that which are not material in character, amount or extent, and that which do not materially detract from the value, or materially interfere with the present useuse and enjoyment, of the property subject thereto or affected thereby. (c) Section 2.12(c) of the Company Disclosure Schedule lists all material items of The equipment having a book value equal to or greater than $20,000 (the "EquipmentEQUIPMENT") owned or leased by the Company and such Equipment is, taken as a whole, (i) adequate for the conduct of the business of the Company as currently conducted and conducted, (ii) in good operating condition, properly maintained, subject to normal wear and tear, and (iii) reasonably maintained. (d) The Company has sole and exclusive custody and/or access, free and clear To the knowledge of any Liens, of all customer files and other customer information in its possession relating to its current and former customers (the "Customer Information"). No person other than the Company possesses any claims and the Principal Securityholders, there are no material physical or rights with respect to use mechanical defects of the Customer Information.Real Property, including, without limitation, the structural and load-bearing components of the Real Property. The improvements on the Real Property, including, without limitation, the roofs, the parking lot, the plumbing, heating, air conditioning, water, sewer, gas, and electrical and life safety systems are in good operating condition and repair, are in compliance in all material respects with all applicable Legal Requirements (as defined below in

Title of Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) The Company does not own owns no real property, nor has it ever owned any real property. Section 2.12(aSchedule 2.10(a) of the Company Disclosure Schedule sets forth a list of all real property currently currently, or at any time in the past two years, leased by the Company, the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental and/or other fees payable under any such lease. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is notnot with respect to Company, under any or to the knowledge of such leasesCompany, any other party to such leases any existing material default or material event of default (or event that which with notice or lapse of time, or both, would constitute a default) under such leases that would result in any material default). The lessor can, however, always give notice according monetary damage to Company or materially interfere with the terms present use of the property subject to such lease. (b) The Company has good and valid title to, or or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except as reflected in the Current Balance Sheet Company Financials or in Schedule 2.10(b) and except for Liens liens for Taxes taxes not yet due and payable and such imperfections of title and encumbrances, if any, that which are not material in character, amount or extent, and that which do not materially detract from the value, or materially interfere with the present use, of the property subject thereto or affected thereby. (c) Section 2.12(c) of Except as described in Schedule 2.10(c), the Company Disclosure Schedule lists all material items of equipment having a book value equal to or greater than $20,000 (the "Equipment") owned or leased by the Company and such Equipment is, taken as a whole, (i) adequate for the conduct of the business of the Company as currently conducted and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear. (d) The Company has sole and exclusive custody and/or access, free and clear of any Liens, of all customer files and other customer information in its possession relating to its current and former customers (the "Customer Information"). No person other than the Company possesses any claims or rights with respect to use of the Customer Information.

Title of Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) The Company does not own Neither SMI nor any Subsidiary owns any real property, nor has either SMI or any Subsidiary ever owned any real property. Section 2.12(aSchedule 3.12(a) of the Company Disclosure Schedule sets forth a list of all real property currently leased by SMI or any Subsidiary as of the Companydate of this Agreement, the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current such lease, the aggregate annual rental and/or other fees payable under any such lease. All such current Each lease pursuant to which SMI leases are any real property is in full force and effect, are is valid and effective in accordance with their respective terms, and there is not, under any of such leaseslease, any existing material default or material event of default (or event that which with notice or lapse of time, or both, would constitute a material default). The lessor can) by SMI or, howeverto SMI’s Knowledge, always give notice according to the terms of the leaseby any other party. (b) The Company Except as set forth in Schedule 3.12(b), SMI and each Subsidiary has good and valid marketable title to, or or, in the case of leased properties and assets, valid marketable leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except (i) as reflected in the Current Balance Sheet and except for Sheet, (ii) Liens for Taxes not yet due and payable payable, and (iii) such imperfections of title and encumbrances, if any, that are not material in character, amount or extent, and that which do not detract materially detract from the value, value or interfere materially interfere with the present use, use of the property subject thereto or affected thereby. (c) Section 2.12(cSchedule 3.12(c) of the Company Disclosure Schedule lists all material items of equipment having owned or leased by SMI or a book value equal to or greater than $20,000 Subsidiary as of the date of this Agreement. Each material item of equipment (the "“Equipment"”) owned or leased by the Company and such Equipment is, SMI or a Subsidiary is (i) adequate in all material respects for the conduct of the business of the Company SMI or such Subsidiary, as applicable, as currently conducted and as currently contemplated by SMI to be conducted, and (ii) in good operating conditioncondition in all material respects, regularly and properly maintained, subject to normal wear and tear. (d) The Company has sole and exclusive custody and/or access, free and clear of any Liens, of all customer files and other customer information in its possession relating to its current and former customers (the "Customer Information"). No person other than the Company possesses any claims or rights with respect to use of the Customer Information.

Title of Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) The Company does not own any real property, nor has it ever owned any real property. Section 2.12(a) of the Company Disclosure Schedule sets forth a list of all real property currently leased by the CompanyCompany as of the Closing, the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental and/or other fees payable under any such lease. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, terms and there is not, under any of such leases, any existing material default or material event of default by the Company (or event that which with notice or lapse of time, or both, would constitute a material defaultdefault by the Company). The lessor can, however, always give notice according to the terms of the lease. (b) The Company has good and valid title to, or in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except as set forth in Section 2.14 of the Company Disclosure Schedule or as reflected in the Current Balance Sheet (except for tangible properties and assets, real, personal and mixed, sold or otherwise disposed of since the date of the Current Balance Sheet), and except for Liens for Taxes Taxes, municipal and zoning ordinances, and easements for public utilities not yet due and payable and such imperfections of title and encumbrances, if any, that which are not material in character, amount or extent, and that which do not materially detract from the value, or materially interfere with the present use, of the property subject thereto or affected thereby. (c) Section 2.12(c) of the Company Disclosure Schedule lists all material items of equipment having a book value equal to or greater than $20,000 (the "Equipment") owned or leased by the Company and such Equipment is, (i) adequate for the conduct of the business of the Company as currently conducted and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear. (d) The Company has sole and exclusive custody and/or accessownership, free and clear of any Liens, of all customer files and other customer information in its possession relating to its current and former customers (the "Customer Information"). No person other than the Company possesses any claims or rights with respect to use of the Customer Information.

Title of Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) The Company does not own any real property. Section 2.12(a) of the Company Disclosure Schedule sets forth a asset list of on Exhibit A includes all real property currently leased by the Company, the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual monthly base rental and/or other fees payable under any such lease. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing material default or material event of default (or event that which with notice or lapse of time, or both, would constitute a material default). The lessor can, however, always give notice according to the terms of the lease. (b) The Except as set forth in Section 2.13(b) of the Disclosure Schedule, the Company has good and valid title to, or or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except as reflected in the Current Balance Sheet and except for Liens for Taxes not yet due and payable and such imperfections of title and encumbrances, if any, that which are not material in character, amount or extent, and that which do not materially detract from the value, or materially interfere with the present use, of the property subject thereto or affected thereby. (c) Section 2.12(c2.13(c) of the Company Disclosure Schedule lists all material items of equipment having a book value equal to or greater than $20,000 (the "“Equipment"”) owned or leased by the Company and such Equipment is, (i) adequate for the conduct of the business of the Company as currently conducted and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear. (d) The Company has sole and exclusive custody and/or access, free and clear of any Liens, of owns all customer files and other customer information in its possession relating to its customers of the Company’s current and former customers (the "“Customer Information"”). No person other than the Company possesses any claims or rights with respect to use of the Customer Information.

Title of Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) The Company does not own any real property, nor has the Company ever owned any real property. Section 2.12(a) of the Company Disclosure Schedule sets forth a list of all real property currently leased or subleased by or from the Company, the name of the lessor, master lessor and/or lessee, the date of the lease or sublease (collectively, "Lease") and each amendment thereto (collectively, "Leased Properties") and, with respect to any current leaseLease, the aggregate annual rental and/or other fees payable under any such leaseLease. All such current leases Leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leasesLeases, any existing material default or material event of default (or event that which with notice or lapse of time, or both, would constitute a material default). The lessor can, however, always give notice according ) by the Company or to the terms Company's knowledge any other party to such Leases. To the knowledge of the lease.Company, neither the operations of the Company on the Leased Properties, nor such Leased Properties, including the improvements thereon, violate in any material manner any applicable building code, zoning requirement, or classification or statute relating to the particular property or such operations, and such non-violation is not dependent, (b) The Company has good and valid title to, or or, in the case of leased properties Leased Properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except as reflected in the Current Balance Sheet or otherwise disclosed in Section 2.12(b) of the Disclosure Schedule and except for Liens for Taxes not yet due and payable which, if required to be reflected, are reflected in the Current Balance Sheet and such non-monetary imperfections of title and encumbrances, if any, that which are not material in character, amount or extent, and that which do not materially detract from the value, or materially interfere with the present use, of the property subject thereto or affected thereby. (c) Section 2.12(c) of the Company Disclosure Schedule lists a computer printout based on the Company's books and records of all material items of equipment having a book value equal to or greater than $20,000 equipment, machinery, furniture, fixtures and tangible personal property (collectively, the "Equipment") owned or leased by the Company and such Equipment isEquipment, taken as a whole, (i) is adequate for the conduct of the business of the Company as currently conducted and (ii) is in good operating condition, regularly and properly maintained, subject to normal wear and teartear and reasonably fit and usable for the purposes for which they are being used. (d) The Company has sole and exclusive custody and/or accessownership, free and clear of any Liens, of all customer files and other customer information in its possession relating to its customers of the Company's current and former customers (the "Customer Information"). No person other than the Company possesses any claims or rights with respect to use of the Customer Information.

Title of Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) The Company does not own owns no real property, nor has it ever owned any real property. Section 2.12(a2.11(a) of the Company Disclosure Schedule sets forth a list of all real property currently leased by the Company, the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental and/or other fees payable under any such leaselease and the term thereof. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing material default or material event of default (or event that which with notice or lapse of time, or both, would constitute a material default). The lessor can) by the Company or, however, always give notice according to the terms Knowledge of the leaseCompany, by any other party. (b) The Company has good and valid title to, or or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except (i) as reflected in the Current Balance Sheet and except for Liens for Taxes not yet due and payable and Sheet, (ii) such imperfections of title title, (e.g., easements and similar encumbrances, if any, that are not material in character, amount or extent, and that ) which do not detract materially detract from the value, value or interfere materially interfere with the present use, use of the property subject thereto or affected thereby, and (iii) Liens listed on Section 2.11(b) of the Disclosure Schedule. (c) Section 2.12(c2.11(c) of the Company Disclosure Schedule lists all material items of equipment having a book value equal to or greater than $20,000 (the "EquipmentEQUIPMENT") owned or leased by the Company and such Equipment is, is (i) adequate for the conduct of the business of the Company as currently conducted and as currently contemplated to be conducted, and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear. (d) The Company has sole and exclusive custody and/or accessownership, free and clear of any Liens, of all customer files lists, customer contact information, customer correspondence and other customer information in its possession licensing and purchasing histories relating to its current and former customers (the "Customer InformationCUSTOMER INFORMATION"). No person other than the Company possesses any claims or rights with respect to use of the Customer Information.

Title of Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) The Company does not own any real property. Section 2.12(a) of the Company Disclosure Schedule sets forth includes a complete and accurate list of all real property currently owned (the "OWNED REAL PROPERTY") and leased by the CompanyCompany (the "LEASED REAL PROPERTY" and, together with the Owned Real Property, the "REAL PROPERTY"), and, with respect to the Leased Real Property, the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, and the aggregate annual rental and/or other fees payable under any such lease. All such current leases for Leased Real Property are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, not any existing material default or material event of default (or event that which with notice or lapse of time, or both, would constitute a material default). The lessor can, however, always give notice according to the terms ) under any of the leasesuch leases. (b) The Company has good and valid title to, or or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liensliens, pledges, charges, claims, security interests or other encumbrances of any kind or character ("REAL ESTATE LIENS"), except as reflected in the Current Balance Sheet Financial Statements and except for Real Estate Liens for Taxes not yet due and payable and such imperfections of title and encumbrances, if any, that which are not material in character, amount or extent, and that which do not materially detract from the value, or materially interfere with the present useuse and enjoyment, of the property subject thereto or affected thereby. (c) Section 2.12(c) of the Company Disclosure Schedule lists all material items of The equipment having a book value equal to or greater than $20,000 (the "EquipmentEQUIPMENT") owned or leased by the Company and such Equipment is, taken as a whole, (i) adequate for the conduct of the business of the Company as currently conducted and conducted, (ii) in good operating condition, properly maintained, subject to normal wear and tear, and (iii) reasonably maintained. (d) There are no material physical or mechanical defects of the Real Property, including, without limitation, the structural and load-bearing components of the Real Property. The improvements on the Real Property, including, without limitation, the roofs, the parking lot, the plumbing, heating, air conditioning, water, sewer, gas, and electrical and life safety systems are in good operating condition and 20 repair, are in compliance in all material respects with all applicable Legal Requirements (as defined below in Section 2.22(a)(viii) hereof) have been reasonably maintained in a manner consistent in all material respects with standards generally followed in the industry, ordinary wear and tear excepted, and are structurally sound and suitable for their present uses. (e) The Company and the Selling Shareholders do not have knowledge of any condemnation, environmental, zoning or other land-use regulation proceedings, either instituted or planned to be instituted with respect to the Real Property or any portion thereof, nor have the Company and the Selling Shareholders received notice of any special assessment proceedings affecting the Real Property. (f) All water, sewer, gas, electric, telephone, and drainage facilities and all other utilities required by law or by the normal use and operation of the Real Property are installed to the property lines of the Real Property, are connected pursuant to valid permits, and are adequate for the conduct of the business on the Real Property as presently conducted. (g) The Company has sole obtained all licenses, permits, variances, approvals, authorizations, easements and exclusive custody and/or accessrights of way, free including proof of dedication, required from all governmental authorities having jurisdiction over the Real Property or from private parties to insure vehicular and clear pedestrian ingress to and egress from the Real Property at current levels of use, except where the failure to so obtain any Lienssuch license, permit, variance, approval, authorization, easement or right of all customer files and other customer information in its possession relating to its current and former customers way would not have a Material Adverse Effect. (the "Customer Information"). No person other than h) There are no outstanding written or oral contracts made by the Company possesses for any claims alterations or rights with respect improvements on or to use the Real Property, which have not been fully paid for, and all mechanics' and materialmens' liens arising from any labor or materials furnished to the Real Property prior to the time of the Customer InformationClosing have been discharged.

Title of Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) The Company does not own owns no real property, nor has it ever owned any real property. Section 2.12(aSchedule 3.10 (a) of the Company Disclosure Schedule sets forth a list of all real property currently leased by the Company, the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental and/or other fees payable under any such lease. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing material default or material event of default (or event that which with notice or lapse of time, or both, would constitute a material default). The lessor can, however, always give notice according to the terms of the lease. (b) The Company has good and valid title to, or or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in its businessthe Acquired Assets, free and clear of any liens, pledges, charges, claims, security interests and other encumbrances of any sort (collectively, "Liens"), except as reflected in the Current Balance Sheet Company Financials or in Schedule 3.10(b) and except for Liens for Taxes taxes not yet due and payable and such imperfections of title and encumbrances, if any, that which are not material in character, amount or extent, and that which do not materially detract from the value, or materially interfere with the present use, of the property subject thereto or affected thereby.. The Company has full corporate right and corporate power to (and at the Closing will) sell, convey, assign, transfer and deliver to Sub good and valid title to all of the Acquired Assets, free and clear of Liens, except as reflected in the Company Financials or in Schedule 3.10(b) and except for Liens for taxes not yet due and payable and such imperfections of title and encumbrances, if any, which are not material in (c) Section 2.12(cSchedule 3.10(c)(i) of the Company Disclosure Schedule lists all material items of equipment having a book value equal to or greater than $20,000 (the "Equipment") owned or leased by the Company and such Equipment is, taken as a whole, (i) adequate for the conduct of the business of the Company as currently conducted and (ii) in good reasonable operating condition, properly maintained, subject to normal wear and tear. (d. Schedule 3.10(c)(ii) The Company has sole sets forth a list of art, books and exclusive custody and/or access, free and clear of any Liens, of all customer files and other customer information in its possession relating to its current and former customers (furniture currently on the "Customer Information"). No person other than Company's premises which are owned personally by the Company possesses any claims or rights with respect to use of the Customer InformationShareholders.

Title of Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) The Company does not own any real property and has never owned any real property. Section 2.12(a) of the Company Disclosure Schedule sets forth a list of all real property currently leased by the Company, the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental and/or other fees payable under any such lease. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, and and, there is not, under any of such leases, any existing material default or material event of default (or event that which with notice or lapse of time, or both, would constitute a material default). The lessor can, however, always give notice according to the terms of the lease. (b) The Company has good and valid title to, or or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except as reflected in the Current Balance Sheet or set forth in Section 2.12(b) of the Disclosure Schedule, and except for Liens for Taxes not yet due and payable and such imperfections of title and encumbrances, if any, that which are not material in character, amount or extent, and that which do not materially detract from the value, or materially interfere with the present use, of the property subject thereto or affected thereby. (c) Section 2.12(c) of the Company Disclosure Schedule lists all material items of equipment having a book value equal to or greater than $20,000 (the "EquipmentEQUIPMENT") owned or leased by the Company and such Equipment is, (i) adequate for the conduct of the business of the Company as currently conducted and and, (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear. (d) The Except as set forth Section 2.13(f) of Disclosure Schedule, the Company has sole and exclusive custody and/or accessownership, free and clear of any Liens, of all customer files and other customer information in its possession relating to its customers of the Company's current and former customers (the "Customer InformationCUSTOMER INFORMATION"). No person other than the Company possesses any claims or rights with respect to use of the Customer Information.

Title of Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) The Company does not own any real property. Section 2.12(a2.11(a) of the Company Disclosure Schedule sets forth the description, deed book, page and plat references for all such real property owned by the Company together with the dates of acquisition of such real property owned by the Company. With respect to real property leased by or for the Company, Section 2.11(a) of the Disclosure Schedule also sets forth a list of all real property currently leased by the Companyleases, the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental and/or other fees payable under any such lease. True, correct and complete copies of all such leases have been delivered to Purchaser. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing material default or material event of default (or event that which with notice or lapse of time, or both, would constitute a material default). The lessor can, however, always give notice according Company shall deliver to Purchaser a title opinion from the Company’s legal counsel to the terms effect that the Company has good and marketable title to all real property described in Section 2.11(a) of the leaseDisclosure Schedule, subject only to disclosed Encumbrances of record, if any. (b) The Company has good and valid title to, or in the case of leased properties and assets, valid leasehold interests in, to all of its tangible properties and assets, real, personal and mixed, tangible or intangible, used or held for use in its business, free and clear of any Liens, except those Liens listed and disclosed on Section 2.11(b) of the Disclosure Schedule and (i) as reflected in the Current Balance Sheet and except for Unaudited Financials, (ii) Liens for Taxes not yet due and payable payable, and (iii) such imperfections of title and encumbrancesEncumbrances, if any, that are not material in character, amount or extent, and that which do not materially detract from the value, value or materially interfere with the present use, use of the property subject thereto or affected thereby. (c) Section 2.12(c2.11(c) of the Company Disclosure Schedule lists all material items of equipment having a book value equal to or greater than $20,000 (the "Equipment") owned or leased by the Company and such Equipment is, equipment (i) adequate is sufficient in all material respects for the conduct of the business of the Company as currently conducted and conducted, (ii) is in good operating condition, regularly and properly maintained, subject to normal wear and teartear and (iii) conforms in all respects to all applicable laws relating to its conservation, use or operation. (d) The Company has sole and exclusive custody and/or accessownership, free and clear of any Liens, of all customer files lists, customer contact information, customer correspondence and other customer information in its possession licensing and purchasing histories relating to its current and former customers (the "Customer Information")customers. No person other than the Company possesses any claims or rights with respect to use or ownership of the Customer Informationforegoing information.

Title of Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) The Company does not own owns no real property, nor has it ever owned any real property. Section 2.12(a) of the Company Disclosure Schedule sets forth a list of all real property currently leased by the Company, the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental and/or other fees payable under any such lease. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is notno, under any of such leases, any existing material default or material event of default (or event that which with notice or lapse of time, or both, would constitute a material default). The lessor can) by the Company or, however, always give notice according to the terms Knowledge of the leaseCompany, any of the Stockholders or the Principal, by any other party. (b) The Company has good and valid title to, or or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except except: (i) as reflected in the Current Balance Sheet and except for Sheet; (ii) Liens for Taxes not yet due and payable payable; and (iii) such imperfections of title and encumbrances, if any, that are not material in character, amount or extent, and that which do not detract materially detract from the value, value or interfere materially interfere with the present use, use of the property subject thereto or affected thereby. (c) Section 2.12(c) of the Company Disclosure Schedule lists all material items of equipment having a book value equal to or greater than $20,000 (the "Equipment") owned or leased by the Company and such Company. Such Equipment is, is (i) adequate for the conduct of the business of the Company as currently conducted and as currently contemplated to be conducted; and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear. (d) The Company has sole and exclusive custody and/or accessownership, free and clear of any Liens, of all customer files lists, customer contact information, customer correspondence and other customer information in its possession licensing and purchasing histories relating to its current and former customers (the "Customer Information"). No person other than the Company possesses any claims or rights with respect to use of the Customer Information.

Title of Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) The Neither the Company does not own nor any of the Subsidiaries owns any real property, or ever owned any real property. Section 2.12(a3.12(a) of the Company Disclosure Schedule sets forth a list of all real property currently leased by the CompanyCompany or any of the Subsidiaries, the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental and/or other fees payable under any such lease. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing material default or material event of default (or event that which with notice or lapse of time, or both, would constitute a material default). The lessor can, however, always give notice according to the terms of the lease. (b) The Company and each Subsidiary has good and valid title to, or or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except as reflected in the Current Balance Sheet and except for Liens for Taxes not yet due and payable payable, mechanics liens and other similar statutory liens, zoning and use restrictions of general application and such imperfections of title and encumbrances, if any, that which are not material in character, amount or extent, and that which do not materially detract from the value, or materially interfere with the present use, of the property subject thereto or affected thereby. (c) Section 2.12(c) of the Company Disclosure Schedule lists all material The items of equipment having a book value equal to or greater than $20,000 (the "EquipmentEQUIPMENT") owned or leased by the Company or any of the Subsidiaries and such Equipment isused in their respective businesses are, (i) adequate for the conduct of the business of the Company or any of the Subsidiaries as currently conducted and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear. (d) The Company and each Subsidiary has sole and exclusive custody and/or access, free and clear of any Liens, possession of all customer material files and other customer information in its possession relating to its current and former customers of the Company and the Subsidiaries (the "Customer InformationCUSTOMER INFORMATION"). No person other than the Company possesses any claims or rights with respect to use of the Customer Information.

Title of Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) The Company does not own owns no real property, has never owned any real property, and holds no option or other right to purchase any real property. Section 2.12(aSchedule 2.9(a) of the Company Disclosure Schedule sets forth a true and complete list of all real property currently leased by the Company, the dates of the lease agreements and any amendments thereto and the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental and/or other fees payable under any such leaselessors. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity, and there is not, not under any of such leases, leases any existing material default or material event of default (or event that which with notice or lapse of time, or both, would constitute a material defaultdefault and in respect of which the Company has not taken adequate steps to prevent such default from occurring). The lessor canTo the knowledge of the Company, howeverneither the Company's operations on any such real property, always give notice according nor such real property, including improvements thereon, violate any applicable building code, zoning requirement, or classification, or pollution control ordinance or statute relating to the terms particular property or to such operations, and such non-violation is not dependent, in any instance, on so-called non-conforming use exceptions. The Company is not aware of any improvements or corrections that need to be made prior to returning the property to the lessors at the end of the leaseleasing period. (b) The Company has holds good and valid title to, or or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liensliens, charges, pledges, security interests or other encumbrances, except as reflected in the Current Balance Sheet Company Financial Statements and except for Liens for Taxes not yet due and payable and such imperfections of title and encumbrances, if any, that which are not material substantial in character, amount or extent, and that which do not materially detract from the value, or materially interfere with the present use, of the property subject thereto or affected thereby. (c) Section 2.12(c) of the Company Disclosure Schedule lists all material items of All equipment having a book value equal to or greater than $20,000 (the "Equipment") currently owned or leased by the Company and such Equipment isis listed in Schedule 2.9(c), except individual pieces of equipment owned by the Company with an individual value of less than $10,000. Except as set forth in Schedule 2.9(c), the Equipment, taken as a whole, is currently (i) adequate for the conduct of the business of the Company as currently conducted and consistent with its past practice, (ii) suitable for the uses to which it is currently employed, (iii) in good operating condition, reasonable wear and tear excepted, (iv) regularly and properly maintained, subject to normal wear and tear(v) not obsolete, dangerous or in need of material renewal or replacement, except for renewal or replacement in the ordinary course of business. (d) The Company has sole and exclusive custody and/or access, free and clear of any Liens, of all customer files and other customer information in its possession relating to its current and former customers (the "Customer Information"). No person other than the Company possesses any claims or rights with respect to use of the Customer Information.

Title of Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) The Company does not own owns no real property, nor has it ever owned any real property. Section 2.12(a) of the Company Disclosure Schedule sets forth a list of all real property currently leased by the Company, the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental and/or other fees payable under any such lease. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is notno, under any of such leases, any existing material default or material event of default (or event that which with notice or lapse of time, or both, would constitute a material default). The lessor can) by the Company or, however, always give notice according to the terms Knowledge of the leaseCompany or any of the Members, by any other party. (b) The Company has good and valid title to, or or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except except: (i) as reflected in the Current Balance Sheet and except for Sheet, (ii) Liens for Taxes not yet due and payable payable, and (iii) such imperfections of title and encumbrances, if any, that are not material in character, amount or extent, and that which do not detract materially detract from the valuevalue or interfere materially, or materially interfere with the present use, of the property subject thereto or affected thereby. (c) Section 2.12(c) of the Company Disclosure Schedule lists all material items of equipment having a book value equal to or greater than $20,000 (the "Equipment") owned or leased by the Company and such Company. Such Equipment is, is (i) adequate for the conduct of the business of the Company as currently conducted and as currently contemplated to be conducted, and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear. (d) The Company has sole and exclusive custody and/or accessownership, free and clear of any Liens, of all customer files lists, customer contact information, customer correspondence and other customer information in its possession licensing and purchasing histories relating to its current and former customers (the "Customer Information"). No person other than the Company possesses any claims or rights with respect to use of the Customer Information.

Title of Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) The Company does not own any real property. Section 2.12(a) of , nor has the Company ever owned any real property. The Disclosure Schedule sets forth a list of all real property currently leased by the Company, the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, and the aggregate annual rental and/or other fees payable under any such lease. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing material default or material event of default (or event that which with notice or lapse of time, or both, would constitute a material default). The lessor can, however, always give notice according to the terms of the lease. (b) The Company has good and valid title to, or or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except as reflected in the Current Balance Sheet and except for Liens for Taxes not yet due and payable and materialmen's, mechanics and contractors liens and encumbrances and such imperfections of title and encumbrances, if any, that which are not material in character, amount or extent, and that which do not materially detract from the value, or materially interfere with the present use, of the property subject thereto or affected thereby. (c) Section 2.12(c) of the Company Disclosure Schedule lists all material items of equipment having a book value equal to or greater than $20,000 (the "Equipment") owned or leased by the Company and such Equipment is, (i) adequate for the conduct of the business of the Company as currently conducted and (ii) in good operating condition, properly maintained, subject to normal wear and tear. (d) The Company has sole and exclusive custody and/or accessownership, free and clear of any Liens, of all customer files and other customer information in its possession relating to its current and former customers (the "Customer Information"). No person other than the Company possesses any claims or rights with respect to use of the Customer Information.