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

Title of Properties; Absence of Liens and Encumbrances. (a) Neither the Company nor its Subsidiary owns real property, nor has either ever owned any real property. Section 2.12(a) of the Company Disclosure Schedule sets forth a list of all real property currently, or at any time in the past, leased by the Company or its Subsidiary, the name of the lessor and 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 termination date of 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). (b) The Company or its Subsidiary 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 Date 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 2.12(c) of the Company Disclosure Schedule lists all material items of equipment (the "Equipment") owned or leased by the Company or its Subsidiary and such Equipment is, (i) sufficient for the conduct of the business of the Company or its Subsidiary as currently conducted and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear. (d) The Company or its Subsidiary has sole and exclusive ownership, free and clear of any Liens, of all customer files and other customer information relating to customers of the current and former customers of the Company or its Subsidiary (the "Customer Information"). No person other than the Company or its 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) Neither the The Company nor its Subsidiary owns no real property, nor has either it ever owned any real property. Section 2.12(aSchedule 3.11 (a) of the Company Disclosure Schedule sets forth a list of all real property currently, or at any time in the past, currently ---------------- leased by the Company or its SubsidiaryCompany, the name of the lessor and 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 termination date of 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)) by the Company or, to the Knowledge of the Company or Stockholders, by any other party. (b) The Company or its Subsidiary 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 (i) as reflected in the Current Date 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, which are not material in character, amount or extent, and which do not detract materially from the valuevalue or interfere materially, or interfere with the present use, of the property subject thereto or affected thereby. (c) Section 2.12(cSchedule 3.11(c) of the Company Disclosure Schedule lists all material items of equipment (the ---------------- "Equipment") owned or leased by the Company or its Subsidiary and such Equipment is, is (i) sufficient adequate for the conduct of the business of the Company or its 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 or its Subsidiary has sole and exclusive ownership, free and clear of any LiensLiens (as defined in Section 3.9(b)(6)), of all customer files lists, customer contact information, customer correspondence and other customer information licensing and purchasing histories relating to customers of the its current and former customers of the Company or its Subsidiary (the "Customer Information"). No person other than the Company or its Subsidiary possesses any claims or rights with respect to use of the Customer Information.

Title of Properties; Absence of Liens and Encumbrances. (a) Neither the The Company nor its Subsidiary owns no real property, nor has either it ever owned any real property. Section 2.12(a) of the Company Disclosure Schedule sets forth a list of all real property currently, or at any time in the past, leased by the Company or its SubsidiaryCompany, the name of the lessor and 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 termination date of 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). (b) The Company or its Subsidiary 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 Date 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 2.12(c) of the Company Disclosure Schedule lists all material items of equipment (the "Equipment") owned or leased by the Company or its Subsidiary Company, and such Equipment is, is (i) sufficient for the conduct of the business of the Company or its Subsidiary as currently conducted and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear. (d) The Company or its Subsidiary 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's current and former customers of the Company or its Subsidiary (the "Customer Information"). No person other than the Company or its 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) Neither the The Company nor its Subsidiary owns does not own any real property, nor and has either ever never owned any real property. Section 2.12(aSchedule 2.12 (a) of the Company Disclosure Schedule sets forth a list of all real property currently, or at any time in the past, currently leased by the Company or its SubsidiaryCompany, the name of the lessor and 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 termination date of 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). (b) The Company or its Subsidiary 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 Date 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 Schedule 2.12(c) of the Company Disclosure Schedule lists all material items of equipment (the "Equipment") owned or leased by the Company or its Subsidiary and such Equipment is, (i) sufficient --------- adequate for the conduct of the business of the Company or its Subsidiary as currently conducted and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear. (d) The Company or its Subsidiary 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's current and former customers of the Company or its Subsidiary (the "Customer -------- Information"). No person other than the Company or its Subsidiary possesses any claims or rights ----------- with respect to use of the Customer Information.

Title of Properties; Absence of Liens and Encumbrances. (a) Neither the Company nor its Subsidiary owns real property, nor has either ever owned any real property. Section 2.12(a) of the Company Disclosure Schedule sets forth a list of all real property currently, or at any time in the past, leased by the Company or its Subsidiary, the name of the lessor and 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 termination date of 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). (b) The Company or its Subsidiary 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 Date 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 2.12(c) of the Company Disclosure Schedule lists all material items of equipment (the "EquipmentEQUIPMENT") owned or leased by the Company or its Subsidiary and such Equipment is, (i) sufficient for the conduct of the business of the Company or its Subsidiary as currently conducted and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear. (d) The Company or its Subsidiary has sole and exclusive ownership, free and clear of any Liens, of all customer files and other customer information relating to customers of the current and former customers of the Company or its Subsidiary (the "Customer InformationCUSTOMER INFORMATION"). No person other than the Company or its Subsidiary possesses any claims or rights with respect to use of the Customer Information.. ***REORGANIZATION AGREEMENT*** -19-