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) Section 2.10(a) of the Disclosure Letter sets forth a list of all real property currently owned or leased by the Company, and in the case of leased property, 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 default or event of default (or event which with notice or lapse of time, or both, would constitute a default) thereunder. (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 Audited Special-Purpose Balance Sheet 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 character, amount or extent, and which do not detract from the value, or interfere with the present use, of the property subject thereto or affected thereby. (c) Section 2.10(c) of the Disclosure Letter sets forth a list of all material items of equipment (the "Equipment") owned or leased by the Company and such Equipment (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 tear. (d) The Company has sole and exclusive ownership, free and clear of any Liens, of all customer files and other customer information relating to customers of the Company (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 2.10(a2.12(a) of the Disclosure Letter Schedule sets forth a list of all real property currently owned or leased by the Company, and in the case of leased property, 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 default or event of default (or event which with notice or lapse of time, or both, would constitute a default) thereunder). (b) The Company has good and valid title to 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 Audited Special-Purpose Balance Sheet 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 character, amount or extent, and which do not detract from the value, or interfere with the present use, of the property subject thereto or affected thereby.Current 16 (c) Section 2.10(c2.12(c) of the Disclosure Letter sets forth a list of Schedule lists all material items of equipment (the "Equipment") owned or leased by the Company and such Equipment is, (i) is adequate for the conduct of the business of the Company as currently conducted, conducted and (ii) is in good acceptable operating condition, regularly and properly maintained, subject to normal wear and tear. (d) The Company has sole and exclusive ownership, free and clear of any Liens, of all customer and end-user files and other customer and end-user information it compiles relating to customers or end-users of the Company Company's current and former customers or end-users (the "Customer Information"). No To the Company's Knowledge, 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 2.10(a2.12(a) of the Disclosure Letter Schedule sets forth a list of all real property currently owned or leased by the Company, and in the case of leased property, 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 default or event of default (or event which with notice or lapse of time, or both, would constitute a default) thereunder). (b) The Company has good and valid title to 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 Audited Special-Purpose Current Balance Sheet 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 character, amount or extent, and which do not detract from the value, or interfere with the present use, of the property subject thereto or affected thereby. (c) Section 2.10(c2.12(c) of the Disclosure Letter sets forth a list of Schedule lists all material items of equipment (the "EquipmentEQUIPMENT") owned or leased by the Company and such Equipment is, (i) is adequate for the conduct of the business of the Company as currently conducted, conducted and (ii) is in good operating condition, regularly and properly maintained, subject to normal wear and tear. (d) The Company has sole and exclusive ownership, free and clear of any Liens, of all customer files and other customer information relating to customers of the Company 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 and has never owned any real property. Section 2.10(a3.15(a) of the Disclosure Letter Schedule sets forth a list of all real property currently owned or leased by the Company, and in the case of leased property, 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 default or event of default (or event which with notice or lapse of time, or both, would constitute a default) thereunder.) (b) The Company has good and valid title to 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 (i) as reflected in the Audited Special-Purpose Current Balance Sheet and except for Sheet, (ii) Liens for Taxes not yet due and payable and such imperfections of title and encumbrances, if any, which are not material in character, amount or extent, and which do not detract from the value, or interfere with the present use, of the property subject thereto or affected thereby(iii) landlord Liens. (c) Section 2.10(c3.15(c) of the Disclosure Letter sets forth a list of Schedule lists all material items of equipment (the "Equipment") owned or leased by the Company and such Equipment is (i) is adequate for the conduct of the business of the Company as currently conducted, conducted and (ii) is in good operating condition, regularly and properly maintained, subject to normal wear and tear. (d) The Company has sole and exclusive ownership, free and clear of any Liens, of all customer files and other customer information relating to the Company's current and former customers of the Company (the "Customer Information"), except to the extent that such customers have rights of access to their own 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) Section 2.10(a) of the Disclosure Letter sets forth a list of all real property currently owned or leased by the CompanyAll current leases (including, and in the case of leased propertywithout limitation, the name of Leases as defined in Section 3.23 below) related to 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 Business 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 default or event of default (or event which with notice or lapse of time, or both, would constitute a default) thereunderon the part of Seller and, to the knowledge of Seller, on the part of any other party thereto. (b) The Company Seller has good and valid title to to, or, in the case of leased properties and assets, valid leasehold interests in, in all of its tangible properties and assets, real, personal and mixed, used or held for use in its businessthe Purchased Assets, free and clear of any Liens, except (i) as reflected in the Audited Special-Purpose Closing Balance Sheet Sheet, and except for Liens for Taxes not yet due and payable and (ii) such imperfections of title and encumbrancesencumbrances or easements, if any, which are not material in character, amount or extent, and which do not detract from the value, value in any material respect or interfere with the present use, use of the property subject thereto or affected therebythereby (the "PERMITTED LIENS"). (c) Section 2.10(c) of the Disclosure Letter sets forth a list of all Each material items item of equipment (the "Equipment") owned or leased by Seller included in the Company and such Equipment Purchased Assets is (i) is adequate for the conduct of the business of the Company Business as currently conducted, and (ii) is in good operating condition, regularly and properly maintained, subject to normal wear and tear. (d) The Company has sole and exclusive ownershipSeller owns, free and clear of any Liens, of all customer files lists, customer contact information, customer correspondence and other customer information licensing and purchasing histories relating to the Business' current and former customers of the Company (the "Customer InformationCUSTOMER INFORMATION"). No Other than Seller and the customers to which such Customer Information relates, 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 2.10(a3.16(a) of the Disclosure Letter Schedules sets forth a list of all real property currently owned or leased by the Company, and in the case of leased property, the name of the lessor, the correct street address, the date and term of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental and/or other fees payable under such lease and a description of any such leaseother material terms of the lease and each Amendment thereto. 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 default or event of default (or event which with notice or lapse of time, or both, would constitute a default) thereunderby the Company, or to the Knowledge of the Company, by any other party. (b) The Company has good and valid title to to, or, in the case of leased 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 LiensEncumbrances, except (i) as reflected in the Audited Special-Purpose Current Balance Sheet and except for Liens Sheet, (ii) Encumbrances for Taxes not yet due and payable and payable, (iii) such imperfections of title and encumbrancesEncumbrances, if any, which are not material in character, amount or extent, and which do not detract from the value, or interfere with the present use, of the property Property subject thereto or affected thereby, and (iv) Encumbrances disclosed with reasonable particularity in Section 3.16(b) of the Disclosure Schedules. (c) Section 2.10(c3.16(c) of the Disclosure Letter sets forth a list of Schedules lists all material items of equipment Tangible Personal Property (the "“Equipment"”) owned or leased Leased by the Company and such Company. Such Equipment is (i) is adequate for the conduct of the business of the Company as currently conducted and as currently contemplated to be conducted, and (ii) is in good operating condition, regularly and properly maintained, subject to normal wear and tear, (iii) suitable for immediate use in the Ordinary Course of Business, and (iv) in the possession of the Company. No item of Equipment is in need of repair or replacement other than as part of routine maintenance in the Ordinary Course of Business. (d) The Company has sole and exclusive ownership, owns free and clear of any LiensEncumbrances, of all customer files lists, customer contact information, customer correspondence and other customer information licensing and purchasing histories relating to their respective current and former customers of the Company (the "“Customer Information"”). No person Person other than the Company possesses any claims or rights with respect to use of the Customer Information.