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

Title of Properties; Absence of Liens and Encumbrances. Condition of -------------------------------------------------------------------- Equipment. --------- (a) Neither the Company nor the Subsidiary owns any real property. Section 2.10(a) of the Company Disclosure Letter sets forth a true, correct and complete list of all real property leased by the Company or the Subsidiary, the name of the lessor, the date of the lease and each amendment thereto and the aggregate annual rental or other fee payable under any such lease. All such leases are valid and effective in accordance with their respective terms, neither the Company nor the Subsidiary is in breach or default in any material respect under any such leases and, to the knowledge of the Company, no other party to any of such leases is in breach or default in any material respect thereof. (b) The Company and the Subsidiary each hold 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 in its business, free and clear of any liens, charges, pledges, security interests or other encumbrances, except (i) as reflected in the Company Financial Statements, (ii) liens for current taxes not yet due and payable, (iii) such imperfections of title and encumbrances, if any, which are not material in character, amount or extent, and which do not materially detract from the value, or interfere with the present use, of the property subject thereto or affected thereby, and (iv) as otherwise set forth in Section 2.10(b) of the Company Disclosure Letter. (c) Section 2.10(c) of the Company Disclosure Letter sets forth a true, correct and complete list of all equipment (the "Equipment") owned or leased by the Company or the Subsidiary, except individual pieces of equipment owned by the Company or the Subsidiary, with an individual value of less than $25,000. The Equipment is, taken as a whole, (i) adequate for the conduct of the business of the Company or the Subsidiary as the case may be, consistent with its past practice, (ii) suitable for the uses to which it is currently employed, (iii) in good operating condition except for ordinary wear and tear, (iv) regularly and properly maintained, (v) not obsolete, or in need of renewal or replacement, except for renewal or replacement in the ordinary course of business.

Title of Properties; Absence of Liens and Encumbrances. Condition of -------------------------------------------------------------------- Equipment. --------- (a) Neither the Company nor the Subsidiary owns any real property. Section Schedule 2.10(a) of the Company Disclosure Letter sets forth (i) a true, correct and complete list of all real property leased owned by the Company and (ii) a list of all real property currently leased, occupied or operated by the SubsidiaryCompany, including, with respect to leased real property, the name of the lessor, the date of the lease and each amendment thereto and and, with respect to any current lease, the aggregate annual rental or and/or other fee 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, neither and there is not with respect to the Company and any other party to such leases, 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). The owned and leased property described in Schedule 2.10(a) is referred to as "COMPANY REAL PROPERTY." Neither the Company nor the Subsidiary is in breach or default in Shareholders have received any material notice of any condemnation proceeding with respect under to any such leases and, to the knowledge portion of the CompanyCompany Real Property or any access thereto, and no other party to such proceeding is contemplated by any of such leases is in breach or default in any material respect thereofgovernment authority. (b) Schedule 2.10(b) sets forth all tangible assets owned by the Company which are not located on Company Real Property. (c) The Company and the Subsidiary each hold 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, charges, pledges, security interests or other encumbrancesLiens, except (i) as reflected in the Company Financial Statements, (iiStatements or in Schedule 2.10(c) and except for liens for current taxes not yet due and payable, (iii) payable and such imperfections of title and encumbrances, if any, which are not material in character, amount or extent, and which do not materially detract from the value, or materially interfere with the present use, of the property subject thereto or affected thereby, and (iv) as otherwise set forth in Section 2.10(b) of the Company Disclosure Letter. (cd) Section 2.10(c) of Except as described in Schedule 2.10(d), the Company Disclosure Letter sets forth a true, correct real and complete list of all equipment (the "Equipment") personal property owned or leased by the Company or the Subsidiary, except individual pieces of equipment owned by the Company or the Subsidiary, with an individual value of less than $25,000. The Equipment is, taken as a whole, (i) adequate for the conduct of the business of the Company or the Subsidiary as the case may be, consistent with its past practice, currently conducted and (ii) suitable for the uses to which it is currently employed, (iii) in good operating condition except for ordinary wear and tearcondition, (iv) regularly and properly maintained, (v) not obsolete, or in need of renewal or replacement, except for renewal or replacement in the ordinary course of businesssubject to normal wear and tear.

Title of Properties; Absence of Liens and Encumbrances. Condition of -------------------------------------------------------------------- ------------------------------------------------------ Equipment. ---------The Company owns no real property, nor has it ever owned any real property. Schedule 3.11 (a) Neither the Company nor the Subsidiary owns any real property. Section 2.10(a) of the Company Disclosure Letter sets forth a true, correct and complete list of all real property currently leased by the Company or the SubsidiaryCompany, the name of the lessor, the date of the lease and each amendment thereto and and, with respect to any current lease, the aggregate annual rental or other fee 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, neither 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 nor the Subsidiary is in breach or default in any material respect under any such leases andor, to the knowledge Knowledge of the CompanyCompany or Principal Shareholder, no by any other party to any of such leases is in breach or default in any material respect thereofparty. (ba) The Company and the Subsidiary each hold 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, charges, pledges, security interests or other encumbrancesLiens, except (i) as reflected in the Company Financial StatementsCurrent Balance Sheet, (ii) liens Liens for current taxes Taxes not yet due and 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 detract from the valuevalue or interfere materially, or interfere with the present use, of the property subject thereto or affected thereby, and (iv) as otherwise set forth in Section 2.10(b) of the Company Disclosure Letter. (cb) Section 2.10(cSchedule 3.11(c) lists all material items of the Company Disclosure Letter sets forth a true, correct and complete list of all equipment (the "Equipment") owned or leased by the Company or the Subsidiary, except individual pieces of equipment owned by the Company or the Subsidiary, with an individual value of less than $25,000. The and such Equipment is, taken as a whole, is (i) adequate for the conduct of the business of the Company or the Subsidiary as the case may becurrently conducted and as currently contemplated to be conducted, consistent with its past practice, and (ii) suitable for the uses to which it is currently employed, (iii) in good operating condition except for ordinary wear and tearcondition, (iv) regularly and properly maintained, subject to normal wear and tear. (vc) not obsoleteThe Company has sole and exclusive ownership, free and clear of any Liens (as defined in Section 3.9(b)(7)), of all customer lists, customer contact information, customer correspondence and customer licensing and purchasing histories relating to its current and former customers (the "Customer Information"). No person other than the Company possesses any claims or in need rights with respect to use of renewal or replacement, except for renewal or replacement in the ordinary course of businessCustomer Information.

Title of Properties; Absence of Liens and Encumbrances. Condition of -------------------------------------------------------------------- Equipment. --------- (a) Neither Except as set forth in Section 2.12(a) of the Company Disclosure Schedule, neither the Company nor the Subsidiary owns any real property, nor have they ever owned any real property. Section 2.10(a2.12(a) of the Company Disclosure Letter Schedule sets forth a true, correct and complete list of all real property leased currently leased, subleased or otherwise occupied by the Company or the Subsidiary, the name of the lessor, the date of the lease lease, sublease or other occupancy agreement (each a "Lease"), and each amendment thereto and and, with respect to any current Lease, ----- the aggregate annual rental or and/or other fee fees payable under any such leaseLease. All such leases are The Company has delivered to Buyer correct and complete copies of the Leases listed on Section 2.12(a) of the Company Disclosure Schedule. With respect to each Lease listed on Section 2.12(a) of the Company Disclosure Schedule: (i) the Lease (and, as to a sublease or other similar occupancy agreement, the master Lease) is in full force and effect, is valid and effective in accordance with their respective its terms, neither and there is not, under such master Lease, 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 nor the Subsidiary is in breach or default in any material respect under any such leases andor, to the knowledge Company's knowledge, by any other party thereto; (ii) upon obtaining any required consents of the landlord (which consents, if required, are set forth on Section 2.6 of the Company Disclosure Schedule), the Lease will continue to be legal, valid, binding and enforceable against the Company and against the other party thereto, and will be in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) to Parent's, Seller's and the Company's knowledge, no other party to the Lease has repudiated any provisions thereof; (iv) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold; (v) all facilities leased thereunder have received all approvals of such leases is governmental authorities (including licenses and permits) required in breach or default connection with the operation thereof as conducted by the Company and have been operated and maintained in any material respect thereofaccordance with applicable laws, rules and regulations; and (vi) all facilities leased thereunder are supplied with utilities and other services necessary for the operation of said facilities. (b) The Except as set forth on Section 2.12(b) of the Company and Disclosure Schedule, the Subsidiary each hold 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 the Company's business, free and clear of any liens, charges, pledges, security interests or other encumbrancesLiens, except for (i) as reflected in Liens disclosed on the Company Financial StatementsMost Recent Balance Sheet, (ii) liens Liens for current taxes Taxes incurred in the ordinary course of business which are not yet due and payable, and (iii) such imperfections mechanic's, materialmen's and similar Liens incurred in the ordinary course of title and encumbrances, if any, which are not material in character, amount or extent, and which do not materially detract from the value, or interfere with the present use, of the property subject thereto or affected thereby, and (iv) as otherwise set forth in Section 2.10(b) of the Company Disclosure Letterbusiness. (c) Section 2.10(c2.12(c) of the Company Disclosure Letter sets forth a true, correct and complete list Schedule lists all material items of all equipment (the "Equipment") owned or leased by the Company or --------- the Subsidiary, except individual pieces of equipment owned by the Company or the Subsidiary, with an individual value of less than $25,000. The Subsidiary and such Equipment is, taken as a whole, (i) adequate for the conduct of the Company's business as currently conducted and proposed to be conducted and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear. (d) Except as set forth on Section 2.12(d) of the Disclosure Schedule, neither Parent, Seller nor any Parent Affiliate has provided nor are they currently providing any services to the Company or the Subsidiary that are used in and/or necessary to the conduct of the business of the Company as the case may be, consistent with its past practice, (ii) suitable for the uses to which it currently is currently employed, (iii) in good operating condition except for ordinary wear and tear, (iv) regularly and properly maintained, (v) not obsolete, or in need of renewal or replacement, except for renewal or replacement in the ordinary course of businessconducted.