Common use of Title to and Condition of Assets Clause in Contracts

Title to and Condition of Assets. The Company or one of its Subsidiaries has good and valid title to or a valid leasehold interest in all of its material tangible assets, including all of the material tangible assets reflected on the Balance Sheet or acquired in the ordinary course of business consistent with past practice since the date of the Balance Sheet, except those sold or otherwise disposed of for fair value since the date of the Balance Sheet in the ordinary course of business consistent with past practice. None of the assets owned or leased by the Company or any of its Subsidiaries is subject to any Encumbrance, other than (i) liens for Taxes not yet due and payable and for which adequate reserves have been established in accordance with GAAP, (ii) mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ liens arising in the ordinary course of business of the Company or such Subsidiaries consistent with past practice, (iii) Encumbrances arising in the ordinary course of business by operation of law with respect to any liability that is not yet due and payable or that is being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, (iv) in the case of real property, any such matters properly filed of public record against the applicable real property that do not, individually or in the aggregate, materially impair the continued ownership, use and operation of the property to which they relate, (v) zoning, planning and other similar limitations and restrictions imposed by Governmental Entities to regulate any real property that are not violated by the use and operation of such real property, (vi) the rights of licensors and licensees under software licenses executed in the ordinary course of business, (vii) liens contained in the organizational documents of the Company or any of its Subsidiaries, (vii) liens affecting a landlord’s interest in property leased to the Company or any of its Subsidiaries so long as such liens do not breach and would not reasonably be expected to breach a customary covenant of quiet enjoyment (due to the existence of a non-disturbance agreement or other arrangement in which the tenant’s interest is recognized and protected) or (viii) Encumbrances arising or incurred in the ordinary course of business consistent with past practice none of which are reasonably likely to adversely interfere in any substantial way with the ownership, occupancy or use of the property encumbered thereby or (ix) Encumbrances disclosed on Section 3.18 of the Company Disclosure Letter (collectively, “Permitted Encumbrances”).

Title to and Condition of Assets. The Company or one of its Subsidiaries (a) Each Seller has good and valid marketable title to or a valid leasehold interest in interest, as applicable, to all of its material tangible the properties and assets, real, personal and mixed, which would be included in the Purchased Assets owned by such Seller if the Closing took place on the date hereof, including all of the material tangible properties and assets reflected on in the Balance Sheet (as defined in Section 7.14) and not sold, retired or acquired otherwise disposed of since the date thereof in the ordinary course of business the Seller Business consistent with past practice since practices, free and clear of all Liens except for Permitted Liens and except for the Liens listed on SCHEDULE 7.03(a) which will be discharged at Closing. Each Seller has full power, right and authority to sell and convey to Purchaser good and marketable title to the Purchased Assets owned by such Seller, free and clear of all Liens other than Permitted Liens. Except as set forth on SCHEDULE 7.03(a) and except for the Excluded Assets identified in Section 2.02(a)-(j) or in SCHEDULE 2.02(d) or SCHEDULE 2.02(f), the Purchased Assets include all material rights, assets and property necessary or material to operate the Seller Business as it is currently operated. Except for the Excluded Assets and except as set forth on SCHEDULE 7.03(a), neither AT&T Wireless, Inc. ("AT&T") nor any Affiliate of either Seller owns or has an interest in any asset used primarily in the Seller Business. (b) All buildings, structures, facilities, fixtures, equipment and other items of tangible property and assets (excluding Inventory) which would be included in the Purchased Assets if the Closing took place on the date of the Balance Sheethereof, except those sold or otherwise disposed of for fair value since the date of the Balance Sheet including all network equipment, are in the ordinary course of business consistent with past practice. None of the assets owned or leased by the Company or any of its Subsidiaries is good working condition and repair, subject to any Encumbrance, other than (i) liens for Taxes normal wear and maintenance and are located such that they are not yet due and payable and for which adequate reserves have been established in accordance with GAAP, (ii) mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ liens arising in the ordinary course of business of the Company or such Subsidiaries consistent with past practice, (iii) Encumbrances arising in the ordinary course of business by operation of law with respect to any liability that is not yet due and payable or that is being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, (iv) in the case of real property, any such matters properly filed of public record against the applicable real property that do not, individually or in the aggregate, materially impair the continued ownership, use and operation of encroaching on the property to which they relate, (v) zoning, planning and other similar limitations and restrictions imposed by Governmental Entities to regulate any real property that are not violated by the use and operation of such real property, (vi) the or rights of licensors and licensees under software licenses executed in the ordinary course of business, (vii) liens contained in the organizational documents of the Company or any of its Subsidiaries, (vii) liens affecting a landlord’s interest in property leased to the Company or any of its Subsidiaries so long as such liens do not breach and would not reasonably be expected to breach a customary covenant of quiet enjoyment (due to the existence of a non-disturbance agreement or other arrangement in which the tenant’s interest is recognized and protected) or (viii) Encumbrances arising or incurred in the ordinary course of business consistent with past practice none of which are reasonably likely to adversely interfere in any substantial way with the ownership, occupancy or use of the property encumbered thereby or (ix) Encumbrances disclosed on Section 3.18 of the Company Disclosure Letter (collectively, “Permitted Encumbrances”)Person.

Title to and Condition of Assets. The Company or one (a) Except as set forth on Schedule 3.7, and save and except for the Leased Real Property, Seller is the owner of its Subsidiaries the Transferred Assets and has good and valid marketable title thereto, free and clear of any Liens (as defined in Section 10.6 hereof), other than Permitted Liens. Subject to or a valid leasehold receipt of any required consent and regulatory approval, Seller can transfer all its right, title and interest in and to all of its material tangible assets, including Leased Real Property and leased personalty. The Transferred Assets constitute all of the material tangible assets reflected on necessary for the Balance Sheet or acquired in the ordinary course of business consistent with past practice since the date conduct of the Balance SheetBranch Offices’ business as currently conducted by Seller. (b) To Seller’s Knowledge, except those sold or otherwise disposed of for fair value since the date of the Balance Sheet in the ordinary course of business consistent with past practice. None of the assets owned or leased by the Company or any of its Subsidiaries is subject to any Encumbrance, other than (i) liens for Taxes not yet due Seller’s use, occupancy and payable operation of the Owned Real Property and for which adequate reserves the Leased Real Property have been established and are in accordance compliance in all material respects with GAAPapplicable law (including regarding land use and building codes and rules), and Seller has not undertaken any construction or improvements on the Owned Real Property or the Leased Real Property which could result in the imposition of any mechanics, materialmen or other similar liens, (ii) mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ liens arising in Seller has not received any written notice (which remains outstanding) from any Governmental Authority of any condemnation or eminent domain proceedings pending against the ordinary course of business of Owned Real Property or the Company Leased Real Property or such Subsidiaries consistent with past practice, any part thereof; (iii) Encumbrances arising in all Permits held by Seller that are material to the ordinary course of business by current use, occupancy and operation of law with respect to the Owned Real Property and the Leased Real Property by Seller are in full force and effect and Seller has not received written notice of any liability that is not yet due and payable pending or that is being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAPthreatened revocation, suspension or termination Proceedings concerning such Permits, (iv) in no breach, default or event of default on the case part of real propertySeller, or any such matters properly filed of public record against other Person exists with respect to the applicable real property that do not, individually or in the aggregate, materially impair the continued ownership, use and operation of the property to which they relate, Leases; (v) zoningexcept for Permitted Liens, planning and there are no leases, subleases, licenses, easements, rights of way, concessions or other similar limitations and restrictions imposed by Governmental Entities agreements granting to regulate any real property that are not violated by party or parties the right of use and operation or occupancy of such real property, any portion of the Owned Real Property or the Leased Real Property; (vi) the there are no outstanding options or rights of licensors first refusal to purchase the Owned Real Property or the Leased Real Property, or any portion thereof or interest therein and licensees under software licenses executed in no outstanding contracts or agreements obligating Seller or the ordinary course owner thereof, as applicable, to sell any of business, the Owned Real Property; (vii) liens contained in each Lease for the organizational documents of the Company or any of its SubsidiariesKingwood Xx. Xxxxxx and Eagle Springs Branch is legal, (vii) liens affecting a landlord’s interest in property leased valid, binding and enforceable as to Seller, and as to the Company or any of its Subsidiaries so long landlord party thereto, and each Lease is in full force and effect as such liens do not breach to Seller and would not reasonably be expected to breach a customary covenant of quiet enjoyment (due as to the existence of a non-disturbance agreement or other arrangement in which the tenant’s interest is recognized landlord party thereto; and protected) or (viii) Encumbrances arising no Affiliate of Seller is the owner or incurred in lessor of any Owned Real Property or the ordinary course Leased Real Property. Seller has delivered or made available to Purchaser copies of business consistent with past practice none of which are reasonably likely to adversely interfere in any substantial way with all Leases for the ownershipLeased Real Property and all deeds for the Owned Real Property. (c) THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT WITH RESPECT TO THE REAL PROPERTY (AS DEFINED IN SECTION 10.6) HAS BEEN NEGOTIATED BETWEEN SELLER AND PURCHASER. THE AGREEMENT REFLECTS THE MUTUAL AGREEMENT OF SELLER AND PURCHASER, occupancy or use of the property encumbered thereby or AND PURCHASER HAS THE RIGHT TO CONDUCT ITS OWN INDEPENDENT EXAMINATION OF THE REAL PROPERTY. EXCEPT AS EXPRESSLY SET FORTH HEREIN, PURCHASER HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF SELLER OR ANY OF SELLER’S AGENTS OR REPRESENTATIVES, AND PURCHASER HEREBY ACKNOWLEDGES THAT NO SUCH REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE. EXCEPT AS EXPRESSLY SET FORTH HEREIN, SELLER SPECIFICALLY DISCLAIMS, AND NEITHER SELLER NOR ANY OF SELLER’S AFFILIATES NOR ANY OTHER PERSON IS MAKING, ANY REPRESENTATION, WARRANTY OR ASSURANCE WHATSOEVER TO PURCHASER, AND NO WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EITHER EXPRESS OR IMPLIED, ARE MADE BY SELLER OR RELIED UPON BY PURCHASER WITH RESPECT TO THE STATUS OF TITLE TO OR THE MAINTENANCE, CONDITION OR MARKETABILITY OF THE REAL PROPERTY, OR ANY PORTION THEREOF, INCLUDING BUT NOT LIMITED TO (ixa) Encumbrances disclosed on Section 3.18 of the Company Disclosure Letter ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (collectivelyb) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (c) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (d) ANY RIGHTS OF PURCHASER UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION, AND (e) THE COMPLIANCE OR LACK THEREOF OF THE REAL PROPERTY WITH GOVERNMENTAL REGULATIONS, INCLUDING WITHOUT LIMITATION ENVIRONMENTAL LAWS, NOW EXISTING OR HEREAFTER ENACTED OR PROMULGATED, IT BEING THE EXPRESS INTENTION OF SELLER AND PURCHASER THAT, EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, THE REAL PROPERTY WILL BE CONVEYED AND TRANSFERRED TO PURCHASER IN ITS PRESENT CONDITION, “Permitted Encumbrances”)AS IS, WHERE IS, WITH ALL FAULTS.” PURCHASER REPRESENTS THAT IT IS A KNOWLEDGEABLE AND SOPHISTICATED PURCHASER OF REAL ESTATE, AND THAT, IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF PURCHASER’S CONSULTANTS IN PURCHASING THE REAL PROPERTY. PURCHASER HAS BEEN GIVEN A SUFFICIENT OPPORTUNITY HEREIN TO CONDUCT AND HAS CONDUCTED OR WILL CONDUCT SUCH INSPECTIONS, INVESTIGATIONS AND OTHER INDEPENDENT EXAMINATIONS OF THE REAL PROPERTY AND RELATED MATTERS AS PURCHASER DEEMS NECESSARY, INCLUDING BUT NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND WILL RELY UPON THE SAME AND NOT UPON ANY STATEMENTS OF SELLER NOR OF ANY OFFICER, DIRECTOR, EMPLOYEE, AGENT OR ATTORNEY OF SELLER. PURCHASER ACKNOWLEDGES THAT ALL INFORMATION OBTAINED BY PURCHASER WAS OBTAINED FROM A VARIETY OF SOURCES, AND SELLER WILL NOT BE DEEMED TO HAVE REPRESENTED OR WARRANTED THE COMPLETENESS, TRUTH OR ACCURACY OF ANY OF THE DOCUMENTS OR OTHER SUCH INFORMATION HERETOFORE OR HEREAFTER FURNISHED TO PURCHASER. UPON CLOSING, PURCHASER WILL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER’S INSPECTIONS AND INVESTIGATIONS. PURCHASER ACKNOWLEDGES AND AGREES THAT, UPON CLOSING, SELLER WILL SELL AND CONVEY TO PURCHASER, AND PURCHASER WILL ACCEPT THE REAL PROPERTY, “AS IS, WHERE IS WITH ALL FAULTS.” PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THERE ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS COLLATERAL TO OR AFFECTING THE REAL PROPERTY BY SELLER, ANY AGENT OF SELLER OR ANY THIRD PARTY. SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY FURNISHED BY ANY AGENT, EMPLOYEE OR OTHER PERSON. PURCHASER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS THE “AS IS, WHERE IS” NATURE OF THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS OR OTHER ADVERSE MATTERS THAT MAY BE ASSOCIATED WITH THE REAL PROPERTY. PURCHASER, WITH PURCHASER’S COUNSEL, HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THE AGREEMENT AND UNDERSTANDS THEIR SIGNIFICANCE AND AGREES THAT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH HEREIN ARE AN INTEGRAL PART OF THE AGREEMENT, AND THAT SELLER WOULD NOT HAVE AGREED TO SELL THE REAL PROPERTY TO PURCHASER FOR THE PURCHASE PRICE WITHOUT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH IN THE AGREEMENT. THE TERMS AND CONDITIONS OF THIS SECTION 3.7(b) WILL EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT OR THE CLOSING, AS THE CASE MAY BE, AND WILL NOT MERGE WITH THE PROVISIONS OF ANY CLOSING DOCUMENTS.

Title to and Condition of Assets. The Company or one of its Subsidiaries Transferor has good and valid transferable title to or a valid leasehold interest in all of its material tangible assetsor valid rights under Contract to use, including as applicable, all of the material tangible Acquired Assets, free and clear of all Liens except for Permitted Liens. Notwithstanding anything to the contrary herein, no assets reflected of Transferor are pledged to secure any obligations on the Balance Sheet Synovus Line (as described in Schedule 5.3 to the Loan Agreement or acquired the Fifth Third Bank Line (as described in the ordinary course of business consistent with past practice since the date Schedule 5.3 of the Balance SheetLoan Agreement), except those sold or otherwise disposed of for fair value since and the date unpaid principal balance of the Balance Sheet loans pledged by other parties to secure the Other Synovus Obligations (as described in the ordinary course of business consistent with past practice. None Schedule 5.2 of the assets owned Loan Agreement) is, and will be at all times, at least equal the amount of such Other Synovus Obligations. The sale, transfer and assignment by Transferor to Acquiror of the Acquired Assets and the instruments required to be executed by Transferor and delivered to Acquiror pursuant to the Agency Contracts, Servicing Agreements, Mortgage Loan Documents, and all handbooks, manuals, guidelines and requirements applicable to Xxxxxx Mae DUS lenders or leased by sellers/servicers, GNMA lenders or sellers/services, FHA lenders or sellers/servicers, HUD lenders or sellers/servicers or Xxxxxxx Mac lenders or sellers/servicers, are, or will be on the Company or any of its Subsidiaries is subject to any EncumbranceClosing Date, other than (i) liens for Taxes not yet due valid and payable and for which adequate reserves have been established enforceable in accordance with GAAPtheir terms and will effectively vest in Acquiror good and transferable title to the Acquired Assets, (ii) mechanics’free and clear of all Liens except for Permitted Liens. Transferor has full power, workmen’sright and authority to sell, repairmen’s, warehousemen’s assign and carriers’ liens arising convey to Acquiror good and transferable title to or a valid leasehold interest in the ordinary course Acquired Assets, free and clear of business all Liens other than Permitted Liens. Except as set forth on Schedule 6.03, the Acquired Assets include all rights, assets and property used in, related to or necessary for the conduct of the Company Business as it has been operated since the Audited Financial Statement Date. Except as set forth on Schedule 6.03 and except for the Excluded Assets, no Affiliate of Transferor owns or such Subsidiaries consistent with past practice, (iii) Encumbrances arising has an interest in any asset used in the ordinary course Business. All buildings, structures, facilities, fixtures, equipment and other items of business by operation of law with respect to any liability that is not yet due tangible property and payable or that is being contested assets included in the Acquired Assets are in good faith by appropriate proceedings working condition and for which adequate reserves have been established in accordance with GAAPrepair, (iv) in the case of real property, any subject to normal wear and maintenance and are located such matters properly filed of public record against the applicable real property that do not, individually or in the aggregate, they are not materially impair the continued ownership, use and operation of encroaching on the property to which they relate, (v) zoning, planning and other similar limitations and restrictions imposed by Governmental Entities to regulate any real property that are not violated by the use and operation of such real property, (vi) the or rights of licensors and licensees under software licenses executed in the ordinary course of business, (vii) liens contained in the organizational documents of the Company or any of its Subsidiaries, (vii) liens affecting a landlord’s interest in property leased to the Company or any of its Subsidiaries so long as such liens do not breach and would not reasonably be expected to breach a customary covenant of quiet enjoyment (due to the existence of a non-disturbance agreement or other arrangement in which the tenant’s interest is recognized and protected) or (viii) Encumbrances arising or incurred in the ordinary course of business consistent with past practice none of which are reasonably likely to adversely interfere in any substantial way with the ownership, occupancy or use of the property encumbered thereby or (ix) Encumbrances disclosed on Section 3.18 of the Company Disclosure Letter (collectively, “Permitted Encumbrances”)Person.

Title to and Condition of Assets. The (a) Except as set forth on Schedule 5.8, the Company or one a Subsidiary of its Subsidiaries the Company, as the case may be, has good and valid marketable title to or a valid leasehold interest in all of its material tangible assets, including all of the material tangible assets reflected on the Balance Sheet or acquired in the ordinary course of business consistent with past practice since the date balance sheet of the Balance SheetCompany as at November 30, 1997 in each case subject to no security interests, mortgages, liens or encumbrances or other rights of third parties whatsoever, except those sold for liens for taxes not yet due and payable, and, with respect to real estate, minor encumbrances or otherwise disposed exceptions to title that do not materially impair the present uses of for fair value since such assets. The tangible assets are sufficient to permit the date continued operation of the Balance Sheet Company's and its Subsidiaries' businesses in substantially the ordinary course same manner as conducted on July 31, 1997. Schedule 5.8 sets out a complete and accurate list of business consistent with past practice. None all locations where the tangible assets of the Company and its Subsidiaries are situated, including a brief description of the tangible assets owned at each location. Except as set forth in Schedule 5.5, there is no agreement, option or leased by other right or privilege outstanding in favor of any person or entity for the purchase from the Company or any of its Subsidiaries is subject to of its business or any Encumbranceof its assets not in the ordinary course of business. Substantially all of the tangible assets of the Company and its Subsidiaries (including, other than without limitation, substantially all computer equipment owned by the Company or its Subsidiaries) are in good operating condition and repair, ordinary wear and tear excepted. (ib) liens for Taxes not yet due Except as set forth on Schedule 5.8, all receivables shown on the balance sheet of the Company as at November 30, 1997, and payable and for which adequate reserves all receivables accrued by the Company since the date of such balance sheet, have been established in accordance with GAAP, (ii) mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ liens arising arisen in the ordinary course of business and have been collected or, to the knowledge of the Company, are collectible in the aggregate amount shown, less any allowances for doubtful accounts and sales returns reflected therein, and, in the case of receivables arising since the date of such balance sheet, any additional allowances in respect thereof calculated in a manner consistent with the allowances reflected in such balance sheet. Schedule 5.8 sets forth the aging of accounts receivable of the Company and of each Subsidiary of the Company as of November 30, 1997. Except as set forth on Schedule 5.8, each account receivable of the Company and of each Subsidiary of the Company represents the undisputed, bona fide sale and delivery of goods or services to, or as directed by, the account debtors set forth on such Schedule. None of such accounts receivable is represented by a note or chattel paper other than such leases properly characterized as conditional sales as described in Schedule 5.8 or is due from a Subsidiary of the Company or such Subsidiaries consistent with past practice, (iii) Encumbrances arising in the ordinary course of business by operation of law with respect to any liability that is not yet due and payable or that is being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, (iv) in the case of real property, any such matters properly filed of public record against the applicable real property that do not, individually or in the aggregate, materially impair the continued ownership, use and operation of the property to which they relate, (v) zoning, planning and other similar limitations and restrictions imposed by Governmental Entities to regulate any real property that are not violated by the use and operation of such real property, (vi) the rights of licensors and licensees under software licenses executed in the ordinary course of business, (vii) liens contained in the organizational documents an Affiliate of the Company or any of its Subsidiaries, (vii) liens affecting a landlord’s interest in property leased to the Company or any of its Subsidiaries so long as such liens do party which does not breach and would not reasonably be expected to breach a customary covenant of quiet enjoyment (due to the existence of a nondeal at arm's-disturbance agreement or other arrangement in which the tenant’s interest is recognized and protected) or (viii) Encumbrances arising or incurred in the ordinary course of business consistent with past practice none of which are reasonably likely to adversely interfere in any substantial way length with the ownership, occupancy or use of the property encumbered thereby or (ix) Encumbrances disclosed on Section 3.18 of the Company Disclosure Letter (collectively, “Permitted Encumbrances”)Company.

Title to and Condition of Assets. The Company or one (a) Except as may be reflected in the Seller Financial Statements and with the exception of its all "Real Property" (which is the subject of Section 2.08 hereof), Seller and the Seller Subsidiaries has have, and at the Closing Date will have, good and valid marketable title to or a valid leasehold interest in all of its material tangible owned properties and assets, including all of the material tangible assets including, without limitation, those reflected on the Balance Sheet or acquired in the ordinary course Seller Financial Statements (except those disposed of business consistent with past practice since the date thereof), free and clear of the Balance Sheet, except those sold or otherwise disposed of for fair value since the date of the Balance Sheet in the ordinary course of business consistent with past practice. None of the assets owned or leased by the Company or any of its Subsidiaries is subject to any Encumbrance, other than (i) liens Lien, except for Taxes Liens for taxes, assessments or other governmental charges not yet due delinquent or contested in good faith in appropriate proceedings and payable and for in respect of which adequate reserves have been established on the Seller Financial Statements and as set forth or described, in accordance with GAAPeach case, in the Seller Financial Statements or any subsequent Seller Financial Statements delivered to Buyers prior to the Effective Time; and (ii) mechanics’defects in title and liens, workmen’scharges and encumbrances, repairmen’sif any, warehousemen’s and carriers’ liens arising in as do not materially interfere with the ordinary course of business present or proposed use of the Company property or such Subsidiaries consistent with past practiceasset subject thereto or affected thereby, (iii) Encumbrances arising in the ordinary course of business by operation of law with respect to any liability that is or as do not yet due and payable or that is being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, (iv) in the case of real property, any such matters properly filed of public record against the applicable real property that do not, individually or in the aggregate, otherwise materially impair the continued ownership, use and operation business operations of Seller. (b) No material properties or assets that are reflected as owned by Seller or any of the property to which they relateSeller Subsidiaries in the Seller Financial Statements as of June 30, (v) zoning1995, planning and other similar limitations and restrictions imposed by Governmental Entities to regulate any real property that are not violated by the use and operation have been sold, leased, transferred, assigned or otherwise disposed of such real propertysince June 30, (vi) the rights of licensors and licensees under software licenses executed 1995, except in the ordinary course of business. (c) All furniture, fixtures, vehicles, machinery and equipment and computer software owned or used by Seller or the Seller Subsidiaries, including any such items leased as a lessee, (vii) liens contained in the organizational documents taken as a whole as to each of the Company foregoing with no single item deemed to be of material importance) are in good working order and free of known defects, subject only to normal wear and tear. The operation by Seller or the Seller Subsidiaries of such properties and assets is in compliance in all material respects with all applicable laws, ordinances and rules and regulations of any of its Subsidiaries, (vii) liens affecting a landlord’s interest in property leased to the Company or any of its Subsidiaries so long as governmental authority having jurisdiction over such liens do not breach and would not reasonably be expected to breach a customary covenant of quiet enjoyment (due to the existence of a non-disturbance agreement or other arrangement in which the tenant’s interest is recognized and protected) or (viii) Encumbrances arising or incurred in the ordinary course of business consistent with past practice none of which are reasonably likely to adversely interfere in any substantial way with the ownership, occupancy or use of the property encumbered thereby or (ix) Encumbrances disclosed on Section 3.18 of the Company Disclosure Letter (collectively, “Permitted Encumbrances”)use.

Title to and Condition of Assets. The Company or one (a) DBBC is the owner of its Subsidiaries and has good and marketable title to, or valid title to and enforceable leasehold, license or a valid leasehold similar interest in all of its material tangible assetsin, including all of the material tangible Purchased Assets (provided that title to the Owned Real Property is addressed solely in Section 5.11), and the Merged Companies and Phoenix of Hendersonville have good and marketable title to, or valid enforceable leasehold, license or similar interests in, all of the assets necessary to operate their respective businesses, including without limitation those assets and properties reflected on in the Balance Sheet or acquired Seller Financial Statements (other than those properties and assets disposed of since the date of the Seller Financial Statements in the ordinary course of business consistent with past practice since for fair value) in the amounts and categories reflected therein, and all properties and assets acquired after the date of the Balance SheetSeller Financial Statements, free and clear of all Encumbrances, other than Permitted Encumbrances, or other third Person interests of any nature whatsoever, except those sold or otherwise disposed for: (a) the lien of for fair value since current taxes not yet due and payable, (b) the date security interests and deeds of trust listed in Schedule 5.10(A), and (c) other title exceptions disclosed in Schedule 5.10(A). Except as disclosed in Schedule 5.10(A), all of the Balance Sheet tangible properties and assets owned by DBBC, except for the Excluded Assets, are included in the Purchased Assets. (b) Except for the Excluded Assets and except as set forth on Schedule 5.10(B), the Purchased Assets and the assets of the Merged Companies and Phoenix of Hendersonville constitute all of the assets necessary to operate the Business at and after Closing in a manner substantially similar to the operations of the Business prior to Closing. All the rights, properties and assets which are used in connection with the carrying on and conduct of the Business, are either (i) owned by Seller, the Merged Companies or Phoenix of Hendersonville, (ii) granted, leased or licensed to Seller, the Merged Companies or Phoenix of Hendersonville under one of the contracts, agreements, arrangements, commitments or plans listed in the Schedules hereto to the extent required to be disclosed therein or (iii) disclosed on Schedule 5.10(B) pursuant to this Section 5.10. (c) The Purchased Assets and the other assets owned by Seller, the Merged Companies or Phoenix of Hendersonville that are currently used in connection with the Business are in good operating condition and repair, ordinary wear and tear only excepted, are useable in the ordinary course of business consistent with past practice. None of the assets owned or leased by the Company or any of its Subsidiaries is subject and conform in all material respects to any Encumbranceall applicable statutes, other than (i) liens for Taxes not yet due ordinances, and payable and for which adequate reserves have been established in accordance with GAAP, (ii) mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ liens arising in the ordinary course of business of the Company or such Subsidiaries consistent with past practice, (iii) Encumbrances arising in the ordinary course of business by operation of law with respect regulations relating to any liability that is not yet due and payable or that is being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, (iv) in the case of real property, any such matters properly filed of public record against the applicable real property that do not, individually or in the aggregate, materially impair the continued ownershiptheir construction, use and operation of the property to which they relate, (v) zoning, planning and other similar limitations and restrictions imposed by Governmental Entities to regulate any real property that are not violated by the use and operation of such real property, (vi) the rights of licensors and licensees under software licenses executed in the ordinary course of business, (vii) liens contained in the organizational documents of the Company or any of its Subsidiaries, (vii) liens affecting a landlord’s interest in property leased to the Company or any of its Subsidiaries so long as such liens do not breach and would not reasonably be expected to breach a customary covenant of quiet enjoyment (due to the existence of a non-disturbance agreement or other arrangement in which the tenant’s interest is recognized and protected) or (viii) Encumbrances arising or incurred in the ordinary course of business consistent with past practice none of which are reasonably likely to adversely interfere in any substantial way with the ownership, occupancy or use of the property encumbered thereby or (ix) Encumbrances disclosed on Section 3.18 of the Company Disclosure Letter (collectively, “Permitted Encumbrances”)operation.

Title to and Condition of Assets. (a) The Company or one of and its Subsidiaries has have good and valid title to or a valid leasehold interest in all of its material tangible their assets, including all of the material tangible assets reflected on the Balance Sheet or acquired in the ordinary course of business consistent with past practice since the date of the Balance Sheet, except those sold or otherwise disposed of for fair value since the date of the Balance Sheet in the ordinary course of business consistent with past practice. The physical assets owned or leased by the Company and its Subsidiaries constitute in all material respects all of the physical assets necessary for the Company and its Subsidiaries to carry on their respective businesses as currently conducted. None of the assets owned or leased by the Company or any of its Subsidiaries is subject to any Encumbrance, other than (i) liens for Taxes not yet past due and payable and for which adequate reserves have been established in accordance with GAAP, (ii) mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ liens arising in the ordinary course of business of the Company or such Subsidiaries Subsidiary consistent with past practice, practice and (iii) Encumbrances arising in the ordinary course of business by operation of law with respect to any liability that is not yet due and payable or that is being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, (iv) in the case of real property, any such matters properly filed of public record against the applicable real property record, Encumbrances and other imperfections of title that do not, individually or in the aggregate, materially impair the continued ownership, use and operation of the property assets to which they relate, (v) zoning, planning and other similar limitations and restrictions imposed by Governmental Entities to regulate any real property that are not violated by the use and operation of such real property, (vi) the rights of licensors and licensees under software licenses executed relate in the ordinary course of business, (vii) liens contained in the organizational documents business of the Company or any of its Subsidiaries, (vii) liens affecting a landlord’s interest in property leased to the Company or any of and its Subsidiaries so long as such liens do not breach and would not reasonably be expected to breach a customary covenant of quiet enjoyment (due to the existence of a non-disturbance agreement or other arrangement in which the tenant’s interest is recognized and protected) or (viii) Encumbrances arising or incurred in the ordinary course of business consistent with past practice none of which are reasonably likely to adversely interfere in any substantial way with the ownership, occupancy or use of the property encumbered thereby or (ix) Encumbrances disclosed on Section 3.18 of the Company Disclosure Letter currently conducted (collectively, “Permitted Encumbrances”). (b) To the knowledge of the Company, all material tangible assets owned or leased by the Company or its Subsidiaries have been maintained in all material respects in accordance with generally accepted industry practice, are in all material respects in good operating condition and repair, ordinary wear and tear excepted, and are adequate for the uses to which they are being put. This Section 3.12 does not relate to real property or interests in real property, such items being the subject of Section 3.13, or to Intellectual Property, such items being the subject of Section 3.14.

Title to and Condition of Assets. The Company or one (a) Except as set forth on Schedule 2.03 and the procedures set forth in Section 5.09, Seller is the owner of its Subsidiaries the Assets (other than the Leased Real Property) and has good and valid marketable (indefeasible and in fee simple with respect to the Owned Real Property) title to or a valid leasehold thereto, free and clear of any Liens, other than Permitted Liens, and can transfer all its right, title and interest in and to all of its material tangible assetsLeased Real Property and leased personalty. Except as set forth on Schedule 2.03, including the Assets constitute all of the assets necessary for the conduct of the Branches’ business as currently conducted by Seller. (b) With respect to the Real Estate Interests, (i) Seller’s use, occupancy, operation and, as applicable, ownership of the Real Estate Interests have been and are in compliance in all material tangible assets reflected respects with applicable Law (including regarding land use and building codes and rules) and Seller has not undertaken any construction or improvements on the Balance Sheet or acquired Real Estate Interests which could result in the ordinary course imposition of business consistent with past practice since the date of the Balance Sheetany mechanics, except those sold materialmen or otherwise disposed of for fair value since the date of the Balance Sheet in the ordinary course of business consistent with past practice. None of the assets owned or leased by the Company or any of its Subsidiaries is other similar liens and no Real Estate Interests are subject to any Encumbrance, Liens other than (i) liens for Taxes not yet due and payable and for which adequate reserves have been established in accordance with GAAPPermitted Liens, (ii) mechanics’there are no condemnation or eminent domain or similar proceedings pending or threatened in writing, workmen’sor to Seller’s Knowledge orally, repairmen’sagainst the Owned Real Property, warehousemenand to Seller’s and carriers’ liens arising in Knowledge, the ordinary course of business of the Company Leased Real Property, or such Subsidiaries consistent with past practiceany part thereof, (iii) Encumbrances arising in there is no pending or, to Seller’s Knowledge, contemplated rezoning proceeding or special assessment affecting the ordinary course of business by operation of law with respect to any liability that is not yet due and payable or that is being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAPReal Estate Interests, (iv) to Seller’s Knowledge, the Real Estate Interests are not subject to any special tax valuation or special tax exemption or relief, which upon a change in the case use or ownership of real property, any such matters properly filed of public record against the applicable real property that do not, individually Real Estate Interests will result in a “rollback tax” or similar assessment or an increase in the aggregate, materially impair the continued ownership, use and operation of the property to which they relateTaxes, (v) zoningthe Owned Real Property and, planning and other similar limitations and restrictions imposed by Governmental Entities to regulate any real property that Seller’s Knowledge, the Leased Real Property are not violated by the use and operation of such real propertylocated in areas that have been identified as being in a flood zone, except as set forth in any survey delivered to Purchaser, (vi) access to each of the rights of licensors and licensees under software licenses executed in the ordinary course of businessReal Estate Interests is available over public streets, (vii) liens contained in to Seller’s Knowledge all water, sewer, gas, electric, telephone, cable, drainage and other utility equipment, facilities and services required by applicable Laws and regulations or necessary for the organizational documents current operation of the Company or any of its SubsidiariesOwned Real Property, to Seller’s Knowledge, the Leased Real Property, are installed, connected and adequate to serve the Real Estate Interests for their current use, (viiviii) liens affecting a landlordto Seller’s interest in property leased Knowledge all utility lines servicing the Owned Real Property, and to Seller’s Knowledge, the Leased Real Property, are located either within the boundaries of such Real Estate Interests, within lands dedicated to the Company public use or within recorded easements for such purpose, and are serviced and maintained by the appropriate public or quasi-public entity, (ix) Seller possesses all rights, privileges, licenses, franchises, permits and other authorizations (including certificates of occupancy and zoning) that are necessary for the current use, occupancy, operation and, to the extent applicable, ownership of the Real Estate Interests, (x) all permits that are material to the current use, occupancy, operation and, to the extent applicable, ownership of the Real Estate Interests are in full force and effect and Seller has not received written notice of any of its Subsidiaries so long as pending or threatened revocation, suspension or termination proceedings concerning such liens do permits, (xi) to Seller’s Knowledge all improvements located on the Owned Real Property or, to Seller’s Knowledge, the Leased Real Property, the roofs thereon, and all mechanical systems (including, without limitation, all HVAC, plumbing, electrical, elevator, security, utility, sprinkler and safety systems) therein, are in good working order, in sound structural condition (to Seller’s Knowledge) and are free from material defect or deficiency, (xii) Seller has not breach and would not reasonably be expected to breach a customary covenant of quiet enjoyment received any notice (due to which remains outstanding) from any Governmental Authority or other party alleging the existence of a non-disturbance agreement such defect or deficiency as set forth in clause (xi), (xiii) there has been no casualty affecting all or any material portion of the Owned Real Property or, to Seller’s Knowledge, the Leased Real Property, which has not been restored or for which adequate insurance proceeds will not be transferred to Purchaser at Closing, with Seller being responsible for deductibles and all copayment obligations, (xiv) no breach, default or event of default on the part of Seller, or to Seller’s Knowledge, any other Person exists with respect to the leases of the Leased Real Property; (xv) except for Permitted Liens, there are no leases, subleases, licenses, easements, rights of way, concessions or other arrangement agreements granting to any party or parties the right of use or occupancy of any portion of the Owned Real Property, or to Seller’s Knowledge, the Leased Real Property; (xvi) except for Permitted Liens, there are no outstanding options or rights of first refusal to purchase the Owned Real Property, or to Seller’s Knowledge, the Leased Real Property; or any portion thereof or interest therein and no outstanding contracts or agreements obligating the Seller, or to Seller’s Knowledge, the owner thereof, as applicable, to sell any of the Real Property Interests; (xvii) each lease for the Leased Real Property is legal, valid, binding and enforceable and in which full force and effect as to the tenantSeller, and to Seller’s interest Knowledge as to the landlord party thereto; and (xviii) no Affiliate of Seller is recognized the owner or lessor of any Leased Real Property. Seller has delivered to Purchaser (1) a copy of the vesting deed for the Owned Real Property; (2) the most recent title insurance policy and protectedsurveys relating to the Owned Real Property and being held by or for Seller and (3) or (viii) Encumbrances arising or incurred in the ordinary course copies of business consistent with past practice none of which are reasonably likely to adversely interfere in any substantial way with the ownershipall leases, occupancy agreements, licenses, subleases or use assignments relating to any of the property encumbered thereby or Real Estate Interests. (ixc) Encumbrances disclosed on Section 3.18 of the Company Disclosure Letter NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SOLELY AS BETWEEN SELLER AND PURCHASER, AND WITHOUT AFFECTING PURCHASER’S RIGHTS AND REMEDIES AGAINST ANY OTHER PERSON, (collectivelyi) PURCHASER IS PURCHASING THE REAL ESTATE INTERESTS “AS IS,” “WHERE IS,” WITH ALL FAULTS AND DEFECTS, “Permitted Encumbrances”)LATENT OR OTHERWISE, AND BASED UPON ITS OWN INVESTIGATION OF THE PROPERTY AND (ii) SELLER IS MAKING NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, WITH RESPECT TO THE REAL ESTATE INTERESTS EXCEPT AS MADE HEREIN OR IN ANY DOCUMENT, INSTRUMENT OR AGREEMENT OF CONVEYANCE.

Title to and Condition of Assets. The Company or one of its Subsidiaries (a) Seller has good and valid marketable title to or a valid leasehold interest in interest, as applicable, to all of its material tangible the properties and assets, real, personal and mixed, which would be included in the Purchased Assets if the Closing took place on the date hereof, including all of the material tangible properties and assets reflected on in the Balance Sheet Sheets (as defined in Section 7.14) and not sold, retired or acquired otherwise disposed of since the date thereof in the ordinary course of business the Seller Business consistent with past practice since practices, free and clear of all Liens except for Permitted Liens and except for the Liens listed on SCHEDULE 7.03(a) which will be discharged at Closing. Seller has full power, right and authority to sell and convey to Purchaser good and marketable title to the Purchased Assets, free and clear of all Liens other than Permitted Liens. Except as set forth on SCHEDULE 7.03(a) and except for the Excluded Assets identified in Section 2.02(a)-(j) or in SCHEDULE 2.02(d) or SCHEDULE 2.02(f), the Purchased Assets include all material rights, assets and property necessary or material to operate the Seller Business as it is currently operated. Except for the Excluded Assets and except as set forth on SCHEDULE 7.03(a), no Affiliate of Seller owns or has an interest in any asset used primarily in the Seller Business. (b) All buildings, structures, facilities, fixtures, equipment and other items of tangible property and assets (excluding Inventory) which would be included in the Purchased Assets if the Closing took place on the date of the Balance Sheethereof, except those sold or otherwise disposed of for fair value since the date of the Balance Sheet including all network equipment, are in the ordinary course of business consistent with past practice. None of the assets owned or leased by the Company or any of its Subsidiaries is good working condition and repair, subject to any Encumbrance, other than (i) liens for Taxes normal wear and maintenance and are located such that they are not yet due and payable and for which adequate reserves have been established in accordance with GAAP, (ii) mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ liens arising in the ordinary course of business of the Company or such Subsidiaries consistent with past practice, (iii) Encumbrances arising in the ordinary course of business by operation of law with respect to any liability that is not yet due and payable or that is being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, (iv) in the case of real property, any such matters properly filed of public record against the applicable real property that do not, individually or in the aggregate, materially impair the continued ownership, use and operation of encroaching on the property to which they relate, (v) zoning, planning and other similar limitations and restrictions imposed by Governmental Entities to regulate any real property that are not violated by the use and operation of such real property, (vi) the or rights of licensors and licensees under software licenses executed in the ordinary course of business, (vii) liens contained in the organizational documents of the Company or any of its Subsidiaries, (vii) liens affecting a landlord’s interest in property leased to the Company or any of its Subsidiaries so long as such liens do not breach and would not reasonably be expected to breach a customary covenant of quiet enjoyment (due to the existence of a non-disturbance agreement or other arrangement in which the tenant’s interest is recognized and protected) or (viii) Encumbrances arising or incurred in the ordinary course of business consistent with past practice none of which are reasonably likely to adversely interfere in any substantial way with the ownership, occupancy or use of the property encumbered thereby or (ix) Encumbrances disclosed on Section 3.18 of the Company Disclosure Letter (collectively, “Permitted Encumbrances”)Person.

Title to and Condition of Assets. The Company or one of its Subsidiaries does not hold and has good and valid never held fee simple title to any real property. Schedule 4.7(a) sets forth a correct and complete listing of all real property leased, subleased or licensed by the Company as lessee (“Leased Real Property”) and all written leases, subleases or licenses for the Leased Real Property (or description of any verbal leases, subleases or licenses for the Leased Real Property) (each, a “Real Estate Lease”). The Company has made available to Buyer a true and complete copy of each Real Estate Lease. The Company has a valid leasehold interest in the Leased Real Property, in each case free and clear of all Liens, except for Permitted Liens. Except as otherwise set forth on Schedule 4.7(a), with respect to each Real Estate Lease: (a) the Company has been in peaceful possession of the Leased Real Property covered by such Real Estate Lease, (b) the Company has not subleased, licensed or granted to any Person the right to use or occupy all or any portion of the Leased Real Property covered by such Real Estate Lease (or any portion thereof) or assigned its interest in such Real Estate Lease other than to a lender as security for Debt which will be paid in full at Closing, (c) there are no material defaults on the part of the Company or, to the Company’s Knowledge, on the part of the lessor under such Real Estate Lease, and, to the Company’s Knowledge, no event has occurred which would give rise to a material default under such Real Estate Lease after notice or expiration of a cure period, (d) such Real Estate Lease is in full force and effect and is a complete statement of the agreement of the parties with respect to the leasing of the Leased Real Property described therein by the lessor to the lessee, and (e) there is no outstanding dispute between the lessor and the lessee under such Real Estate Lease. No written notice of any planned condemnation, requisition or taking of any Leased Real Property (or any portion thereof) has been served upon the Company and, to the Company’s Knowledge, no such condemnation, requisition or taking is threatened or contemplated. Each Leased Real Property has adequate rights of way access to public ways and all water, sewer, gas, electric, telephone facilities, and community services are available to and located at the Leased Real Property in a capacity so as to adequately serve the improvements currently located thereon in a manner consistent with the normal operation of the Company’s business, as conducted prior to the Closing. Each Leased Real Property is in good operating condition and repair, free of any material defect (including latent or patent structural, mechanical or other significant defect, soil condition or deficiency in the improvements), and is adequate for the uses for its intended purposes in a manner consistent with the normal operation of the Company’s business, as conducted prior to Closing. Except for the Liens as set forth on Schedule 4.7(b), the Company owns or leases all of its material tangible assets, including assets free and clear of all Liens other than Permitted Liens. All of the material Company’s tangible assets reflected on the Balance Sheet or acquired with an individual value greater than $5,000 are in the ordinary course of business consistent with past practice since the date normal operating condition and repair (subject to normal wear and tear). The assets of the Balance Sheet, except those sold or otherwise disposed of for fair value since the date of the Balance Sheet in the ordinary course of business consistent with past practice. None Company constitute all {N0221423 } 29 of the assets owned and properties used or leased by the Company or any of its Subsidiaries is subject to any Encumbrance, other than (i) liens held for Taxes not yet due and payable and for which adequate reserves have been established in accordance with GAAP, (ii) mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ liens arising use in the ordinary course of business of the Company or such Subsidiaries consistent with past practice, (iii) Encumbrances arising and are sufficient in all material respects for Buyer and its Affiliates to conduct the ordinary course of business by operation of law with respect to any liability that is not yet due and payable or that is being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, (iv) in the case of real property, any such matters properly filed of public record against the applicable real property that do not, individually or in the aggregate, materially impair the continued ownership, use and operation of the property to which they relate, (v) zoning, planning and other similar limitations and restrictions imposed by Governmental Entities to regulate any real property that are not violated by the use and operation of such real property, (vi) the rights of licensors and licensees under software licenses executed in the ordinary course of business, (vii) liens contained in the organizational documents of the Company or any of its Subsidiaries, (vii) liens affecting a landlord’s interest immediately following the Closing in property leased the manner conducted by the Company immediately prior to the Company or any of its Subsidiaries so long as such liens do not breach and would not reasonably be expected to breach a customary covenant of quiet enjoyment (due to the existence of a non-disturbance agreement or other arrangement in which the tenant’s interest is recognized and protected) or (viii) Encumbrances arising or incurred in the ordinary course of business consistent with past practice none of which are reasonably likely to adversely interfere in any substantial way with the ownership, occupancy or use of the property encumbered thereby or (ix) Encumbrances disclosed on Section 3.18 of the Company Disclosure Letter (collectively, “Permitted Encumbrances”)Closing.

Title to and Condition of Assets. The Company or one of its Subsidiaries has good and valid title Assets to or a valid leasehold interest in all of its material tangible assets, including be sold by Seller to Purchaser hereunder constitute all of the material tangible assets reflected on assets, properties, rights and interests of every kind and description that are used, held for use or intended for use in connection with the Balance Sheet ESCO Business by Seller or acquired in are otherwise necessary for the ordinary course of business consistent with past practice since the date normal operation and conduct of the Balance Sheet, except those sold or otherwise disposed of for fair value since ESCO Business and will permit Purchaser to operate the date of the Balance Sheet ESCO Business in the ordinary course of business consistent compliance with past practiceall legal requirements substantially as conducted by Seller. None of the assets owned Excluded Assets is necessary for the Assumed Contracts or leased by the Company Assumed Projects or for Purchaser to otherwise commence the conduct of the ESCO Business, and the lack of any Excluded Assets will not materially adversely affect or impair the ability of Purchaser to conduct the ESCO Business or perform the Assumed Contracts after the Closing. All tangible Assets are physically located at the locations specified on Schedule 3.11A. Seller has and will transfer to Purchaser at Closing good, valid, indefeasible and, as applicable, exclusive title in fee simple to, and rightful and peaceful possession of, all of the Assets, and all of the rights and interests therein, free and clear of any and all Liens. Other than Seller, no Person has any right, title or interest in or to, or any of its Subsidiaries is subject Lien on, any Assets which are to any Encumbrancebe transferred by Seller to Purchaser hereunder, other than except for (i) liens for Taxes not yet due the Personal Property Leases and payable the Liens (the “Asset Liens”) held by Persons listed on Schedule 3.11B (collectively, the “Lien Holders”), which Asset Liens secure loans to and for which adequate reserves have been established in accordance with GAAP, other financial obligations of Seller to the Lien Holders and (ii) mechanics’any and all applicable sureties in respect of the Assumed Contracts. Seller has furnished to Purchaser true and accurate copies of the relevant documentation pertaining to the Asset Liens, workmen’sthe Assumed Projects, repairmen’sthe Assumed Contracts and the Assumed Liabilities. Prior to the Closing, warehousemen’s Seller shall obtain from each Lien Holder a payoff letter stating the amount owed by Seller to such Lien Holder and carriers’ liens arising the amount required to pay such Lien Holder in full on the Closing Date, along with a commitment from such Lien Holders to confirm that such payment satisfies, discharges, pays off and releases in full (and to sign, acknowledge and deliver any documentation reasonably required to effect such release) any and all Seller Debt owed to, and any and all Liens held by, such Debt Holders in to, on or against any Assets or ESCO Business (the “Payoff Letters”). All equipment and other tangible personal property included in the ordinary course of business of the Company or such Subsidiaries consistent with past practice, (iii) Encumbrances arising in the ordinary course of business by operation of law with respect to any liability that is not yet due and payable or that is being contested Assets are generally in good faith by appropriate proceedings and for which adequate reserves serviceable operating condition and repair (ordinary wear and tear excepted), have been established operated, serviced and maintained properly within the requirements and recommendations of maintenance and only in accordance with GAAP, (iv) in the case of real property, any such matters properly filed of public record against the applicable real property a manner that do not, individually or in the aggregate, materially impair the continued ownership, use and operation of the property to which they relate, (v) zoning, planning and other similar limitations and restrictions imposed by Governmental Entities to regulate any real property that are not violated by the use and operation of such real property, (vi) the rights of licensors and licensees under software licenses executed in the ordinary course of business, (vii) liens contained in the organizational documents of the Company or any of its Subsidiaries, (vii) liens affecting a landlord’s interest in property leased to the Company or any of its Subsidiaries so long as such liens do not breach and would not reasonably void or limit the coverage of any warranty thereon, have been properly maintained and are adequate and suitable for their actual uses and intended purposes. Seller has conducted the ESCO Business to be expected sold to breach a customary covenant of quiet enjoyment (due to the existence of a non-disturbance agreement or Purchaser only through Seller and not through any other arrangement in which the tenant’s interest is recognized and protected) or (viii) Encumbrances arising or incurred in the ordinary course of business consistent with past practice none of which are reasonably likely to adversely interfere in Person, at any substantial way with the ownership, occupancy or use of the property encumbered thereby or (ix) Encumbrances disclosed on Section 3.18 of the Company Disclosure Letter (collectively, “Permitted Encumbrances”)time.

Title to and Condition of Assets. The Company or one (a) Schedule 2.7A sets forth: ------------- (i) a list of its Subsidiaries has good and valid title to or a valid leasehold interest in all of its material tangible assets, including all of the material tangible assets reflected on the Balance Sheet or acquired in the ordinary course of business consistent with past practice since the date of the Balance Sheet, except those sold or otherwise disposed of for fair value since the date of the Balance Sheet in the ordinary course of business consistent with past practice. None of the assets real property interests owned or leased by the Company any Subject Entity or any Subject Subsidiary (the "Real Property Interests") in each of its Subsidiaries the resorts (the "Resorts") specified in Schedule 2.7A, setting forth the identity of the Subject Entity or Subject Subsidiary owning or leasing such Real Property Interests; (ii) legal descriptions of all condominium units, other dwelling units and undivided interests related thereto (which for purposes hereof shall include both the airspace and the interest in common elements comprising such units) owned by any Subject Entity or any Subject Subsidiary (the "Dwelling Units"), including all Dwelling Units which have been dedicated to timeshare regimes (the "Dedicated Units") as well as a list of all timeshare interests therein ("Timeshare Interests") and Dwelling Units which have not been dedicated to timeshare regimes (the "Undedicated Units"); and (iii) legal descriptions of all real property owned by any Subject Entity or any Subject Subsidiary other than Dwelling Units, including all commercial, retail, warehouse, office and other property ("Related Property"); (iv) a list of all leases, licenses or similar agreements under which any Subject Entity or any Subject Subsidiary is subject a tenant or otherwise uses or occupies any real property (the "Leases"), true, correct and complete copies of which have been delivered to the Vistana Entities; and (v) legal descriptions of all real property (the "Acquisition Property") to which any EncumbranceSubject Entity or Subject Subsidiary has rights to purchase (but has not yet purchased) under existing and pending agreements of purchase and sale, letters of intent and option contracts (the "Property Acquisition Agreements"), true, correct and complete copies of which have been delivered to the Vistana Entities. (b) Except as set forth on Schedule 2.7A, no Subject Entity and no Subject Subsidiary owns any real property or any interest therein and, other than the Property Acquisition Agreements, has not entered into any agreement to acquire additional real property. Except as may be set forth in the permitted exceptions listed in Schedule 2.7B ("Permitted Title Exceptions") or as may be otherwise set forth in Schedule 2.7B, the Subject Entities and the Subject Subsidiaries have good and marketable title to all of the Dwelling Units, free and clear of all Liens or other title defects or encumbrances except such title defects or encumbrances which are not substantial in character, amount or extent, and which do not detract from the value or materially interfere with present or intended use of the Related Property and Dwelling Units affected thereby. The Related Property, the Dwelling Units, the personal property therein and any personal property owned by an owner's association or by any Subject Entity or Subject Subsidiary are sufficient for the ownership and operation of each Subject Entity and Subject Subsidiary as presently being undertaken. (c) Except as set forth on Schedule 2.7C, the operation and maintenance of (A) the Resorts and (B) the Dwelling Units in their current manner, do not: (i) liens contravene, or constitute a "permitted non-conforming use" or "permitted non-conforming structure" under, any zoning (including without limitation setback, height, density and parking requirements), health, safety, environmental, building or other law, code, ordinance or administrative regulation of any Federal, state or local governmental entity, agency or subdivision thereof (collectively, "Building Laws"), or (ii) violate any restrictive covenant, easement, reciprocal operating agreement or other agreement binding on any of the Subject Entities or Subject Subsidiaries or the Resorts, or (iii) depend on any other real estate (except as set forth in valid and binding recorded easements). (d) All Dwelling Units are fully furnished and suitable for Taxes not yet due occupancy and payable all furniture, fixtures and for which adequate reserves have been established equipment therein are in good operating condition (ordinary wear and tear excepted). Except as set forth in Schedule 2.7D, to the Resorts (i) were constructed in a good and workmanlike manner in accordance with GAAPall applicable Building Laws and were properly designed to accommodate soil conditions applicable to the real property, (ii) mechanics’are in a state of good maintenance and repair in light of each Resort's age, workmen’s, repairmen’s, warehousemen’s type of construction and carriers’ liens arising in the ordinary course of business of the Company or such Subsidiaries consistent with past practicelocation (normal wear and tear excepted), (iii) Encumbrances arising are free of any material structural, mechanical and other defects, and (iv) are otherwise suitable in all material respects for the operation of the Subject Entities' and Subject Subsidiaries' business. The Selling Parties have not received any notice from any insurance carrier of defects or inadequacies in the ordinary course Resorts which, if not corrected, could result in termination of business by operation of law insurance coverage or materially increase in the cost thereof, and no such defects or deficiencies exist. (e) There is no pending or threatened condemnation, eminent domain or similar proceeding with respect to any liability that is Resort or any pending or threatened, real estate tax reassessment or special assessments affecting any Resort. The Dwelling Units comprise separate parcels for real estate tax purposes and are not yet due taxed jointly with any other real property. (f) Each of the Resorts: (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy at no cost or expense (other than reasonable and payable or that is being contested in good faith by appropriate proceedings customary maintenance and for which adequate reserves have been established repair payments and contributions) the transportation requirements of the Resorts as presently operated and as contemplated to be operated in accordance with GAAPany written development or marketing plans pertaining to such Resort provided by the Selling Parties to the Vistana Entities and listed on Schedule 2.7F (the "Development Plans"); and (ii) is served by all utilities in such quantity and quality as are sufficient to satisfy the current normal business activities as conducted at the Resorts, which utilities are available to each of the Resorts without cost or restriction (ivother than payment for actual provision of the utility service) at the boundaries of each Resort through publicly dedicated streets or valid, recorded easements. There exists no fact or condition which would result in the case permanent discontinuation or prolonged interruption of real propertywater, any such matters properly filed of public record against sewage, electric, telephone, drainage or other utilities or services to the applicable real property that do not, individually or in the aggregate, materially impair the continued ownership, use Resorts which are necessary and operation of the property to which they relate, (v) zoning, planning and other similar limitations and restrictions imposed by Governmental Entities to regulate any real property that are not violated by required for the use and operation thereof in their present manner and as contemplated pursuant to the Development Plans. Except as set forth in Schedule 2.7F, all impact fees, tie-in fees, dedications and contributions of such real propertyany of the Resorts, paving and other infrastructure obligations and all other obligations and undertakings to any Federal, state or local governmental entity or agency, or any subdivision thereof, have been completely and fully performed or paid with respect to all of the Resorts and all of the Dwelling Units contemplated to be operated pursuant to the Development Plans. (vig) Except for the agreements contained herein, there are no outstanding options or rights of licensors and licensees under software licenses executed first refusal to purchase, lease or acquire any interest in any of the Resorts, or any portion thereof or interest therein, other than agreements for the sale of Timeshare Interests in the ordinary course of business, . (viih) liens contained The legal descriptions for the Resorts set forth in condominium maps filed with respect to such Resorts (the "Condominium Maps") fully and adequately describe the Dwelling Units; the Dwelling Units are located within the boundary lines of the real property described in the organizational documents Condominium Maps, are not in violation of and do no encroach on any easement which may burden the Company Resort except as may be permitted under any condominium declaration; the real property in the Resort does not serve any adjoining property for any purpose inconsistent with the use of such Resort; and, the Resorts are not located within any "wetlands" area or flood plain (such that a mortgagee would require a mortgagor to obtain flood insurance) or subject to any of its Subsidiaries, (vii) liens affecting a landlord’s interest in property leased similar type restriction for which any permits or licenses necessary to the Company use thereof have not been obtained. (i) There are no agreements (whether or oral or written) to sell, convey or transfer any Timeshare Interests except sales of its Subsidiaries so long as such liens do not breach and would not reasonably be expected Timeshare Interests to breach a customary covenant of quiet enjoyment (due to the existence of a non-disturbance agreement or other arrangement in which the tenant’s interest is recognized and protected) or (viii) Encumbrances arising or incurred consumers in the ordinary course of business consistent with past practice none of which are reasonably likely to adversely interfere in any substantial way with the ownership, occupancy or use of the property encumbered thereby or (ix) Encumbrances disclosed on Section 3.18 of the Company Disclosure Letter (collectively, “Permitted Encumbrances”)business.

Title to and Condition of Assets. The Company or one of its Subsidiaries (a) Seller has good and valid marketable title to or a valid leasehold or license interest in all of its material tangible assetsin, including as applicable, all of the material tangible properties and assets reflected on the Balance Sheet or acquired included in the ordinary course of business consistent with past practice since the date of the Balance SheetPurchased Assets owned, except those sold licensed or otherwise disposed of for fair value since the date of the Balance Sheet in the ordinary course of business consistent with past practiceleased by Seller. None MIDC has good and marketable title to, or a valid leasehold interest in, as applicable, all of the assets owned or leased by the Company MIDC which are used or any of its Subsidiaries is subject to any Encumbrance, other than (i) liens for Taxes not yet due and payable and for which adequate reserves have been established useful in accordance with GAAP, (ii) mechanics’, workmen’s, repairmen’s, warehousemenMIDC’s and carriers’ liens arising in the ordinary course of business of the Company or such Subsidiaries consistent with past practice, (iii) Encumbrances arising in the ordinary course of business by operation of law with respect to any liability that is not yet due and payable or that is being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, (iv) in the case of real property, any such matters properly filed of public record against the applicable real property that do not, individually or in the aggregate, materially impair the continued ownership, use and operation of the Business. Seller will convey good, marketable and insurable title to the Purchased Assets it owns to Buyer at Closing free, and clear of all Liens except for Permitted Liens. There are no Liens in effect on the date hereof which affect the Purchased Assets or any assets owned or leased by MIDC other than Permitted Liens. The Purchased Assets include all rights, assets and property, used, held for use or useful by Seller in the operation of the Business as it is currently operated by Seller other than the Excluded Assets. Other than MIDC, and other than any interests in the patents that such Person will be transferring to Seller under the provisions of Section 2.03, no Affiliate of Seller or Family Member owns or has any interest in any asset used or useful in the Business. (b) All buildings, structures, facilities, fixtures, equipment and other items of tangible property and assets which are included in the Purchased Assets and owned or leased by Seller are in good working condition and repair, subject to reasonable wear and maintenance. All of the buildings, fixtures and improvements owned or leased by Seller, and all heating and air conditioning equipment, plumbing, electrical and other mechanical facilities and the roof, walls and other structural components of the real property which are part of, or located in such buildings or improvements that are owned by Seller, comply with applicable Laws and the building, health and fire codes of each applicable Governmental Authority and any other Laws applicable to such parcel or the use or occupancy thereof, have no structural defects and are fully located within the boundaries (and applicable setback restrictions) of the parcel of real property upon which they relateare located, except where such non-compliance, structural defects or boundary violations would not have a Seller Material Adverse Effect. (vc) zoningAll buildings, planning structures, facilities, fixtures, equipment and other similar limitations items of tangible property and restrictions imposed assets which are owned by Governmental Entities MIDC for use in the Business are in good working condition and repair, subject to regulate any reasonable wear and maintenance. All of the buildings, fixtures and improvements owned or leased by MIDC, and all heating and air conditioning equipment, plumbing, electrical and other mechanical facilities and the roof, walls and other structural components of the real property which are part of, or located in such buildings or improvements that are not violated owned by MIDC, comply with applicable Laws and the building, health and fire codes of each applicable Governmental Authority and any other Laws applicable to such parcel or the use or occupancy thereof, have no structural defects and operation of such real property, are fully located within the boundaries (viand applicable setback restrictions) the rights of licensors and licensees under software licenses executed in the ordinary course of business, (vii) liens contained in the organizational documents of the Company parcel of real property upon which they are located, except where such non-compliance, structural defects or any of its Subsidiaries, (vii) liens affecting a landlord’s interest in property leased to the Company or any of its Subsidiaries so long as such liens do not breach and boundary violations would not reasonably be expected to breach have a customary covenant of quiet enjoyment (due to the existence of a non-disturbance agreement or other arrangement in which the tenant’s interest is recognized and protected) or (viii) Encumbrances arising or incurred in the ordinary course of business consistent with past practice none of which are reasonably likely to adversely interfere in any substantial way with the ownership, occupancy or use of the property encumbered thereby or (ix) Encumbrances disclosed on Section 3.18 of the Company Disclosure Letter (collectively, “Permitted Encumbrances”)Material Adverse Effect.

Title to and Condition of Assets. (1) One of the Sellers is the sole legal and beneficial owner of, or has the exclusive, unrestricted right and authority to use and transfer to Buyer, the personal property included in the Assets, free and clear of all mortgages, security interests, liens, leases, covenants, assessments, easements, options, rights of refusal, restrictions, reservations, defects in the title, encroachments, and other encumbrances, except the Assumed Liabilities, and except for liens which will be discharged at Closing. The Company Assets are all the assets set forth on the Interim Financial Statements or one used in the operation of its Subsidiaries has good the Business. (2) The descriptions of the Real Estate contained in Exhibit 1.1 (1) are accurate and valid title to include all real property leased or a valid leasehold interest owned by Sellers or Shareholders and used in all connection with the Business or set forth on the Interim Financial Statements. Neither of its material tangible assets, including the Sellers owns any real property. Sellers are in lawful possession of all of the material tangible assets Real Estate that is leased rather than owned, in each case free and clear of all mortgages, liens and other encumbrances or restrictions that are related to or impair the Assets or the Business. Additionally, Sellers have the right and authority to transfer and convey the leased Real Estate to Buyer as contemplated by the terms of this Agreement, and such transfer and conveyance, once effected as contemplated hereunder, will vest in the Buyer the lawful right to possess and use the leased Real Estate, superior in right to all others. (3) The Equipment and Furnishings are all of the "Equipment" reflected on the Balance Sheet Interim Financial Statements, other than those items sold and replaced in the ordinary course of business. The Assets, together with the Excluded Assets, comprise all assets owned by Sellers and all assets used in connection with the Business. All components of all of the Equipment and Furnishings (a) operate in accordance with their respective specifications, (b) perform the functions they are supposed to perform, (c) are free of structural, installation, engineering, or acquired mechanical defects or problems, and (d) are otherwise in good working order, normal wear and tear excepted. Neither of the Sellers has received no written recommendation from any insurer to repair or replace any of the Assets with which Sellers has not complied. (4) The Inventory is, and on Closing will be, of a quality and quantity presently used by Sellers in the ordinary course of business determined and valued consistent with Sellers' past practice since practice. The Inventory is, and at Closing will be, properly valued at the lower of cost or market value on a first-in/first-out basis in accordance with generally accepted accounting principles consistently applied. Seller has in place adequate controls to track all Inventory and, along with Shareholders pursuant to the terms of Article X, will indemnify Buyer for any missing infusion pumps or other Inventory which, in the aggregate, would cost Ten Thousand Dollars ($10,000.00) or more to replace. Since the date of the Balance SheetInterim Financial Statements, except those sold or otherwise disposed of for fair value since the date neither of the Balance Sheet in the ordinary course Sellers has decreased or substituted its items of business consistent with past practice. None of the assets owned or leased by the Company or any of its Subsidiaries is subject to any Encumbrance, Inventory other than (i) liens for Taxes not yet due and payable and for which adequate reserves have been established in accordance with GAAP, (ii) mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ liens arising in the ordinary course of business of the Company or such Subsidiaries consistent with past practice, (iii) Encumbrances arising in the ordinary course of business by operation of law with respect to any liability that is not yet due and payable or that is being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, (iv) in the case of real property, any such matters properly filed of public record against the applicable real property that do not, individually or in the aggregate, materially impair the continued ownership, use and operation of the property to which they relate, (v) zoning, planning and other similar limitations and restrictions imposed by Governmental Entities to regulate any real property that are not violated by the use and operation of such real property, (vi) the rights of licensors and licensees under software licenses executed in the ordinary course of business, . (vii5) liens contained All vehicles used in the organizational documents of the Company Business, whether owned or any of its Subsidiariesleased, (vii) liens affecting a landlord’s interest are listed in property leased to the Company or any of its Subsidiaries so long as such liens do not breach and would not reasonably be expected to breach a customary covenant of quiet enjoyment (due to the existence of a non-disturbance agreement or other arrangement in which the tenant’s interest is recognized and protected) or (viii) Encumbrances arising or incurred in the ordinary course of business consistent with past practice none of which are reasonably likely to adversely interfere in any substantial way with the ownership, occupancy or use of the property encumbered thereby or (ix) Encumbrances disclosed on Section 3.18 of the Company Disclosure Letter (collectively, “Permitted Encumbrances”).Exhibit 1.1

Title to and Condition of Assets. The Company (a) AWS, its Affiliates that are direct or one indirect wholly-owned subsidiaries of its Subsidiaries has AWS and (before giving effect to the transactions contemplated by Section 1.1(b)) Cellular Alaska Partnership have good and valid marketable title to or a valid leasehold interest in interest, as applicable, to all of its material tangible assetsthe Alaska Assets, including all of the material tangible properties and assets reflected on the Alaska Balance Sheet and not sold, retired or acquired otherwise disposed of since the date thereof in the ordinary course of business the Alaska Business consistent with past practice since practices, free and clear of all Liens except for Permitted Liens and except for the date Liens listed on Schedule 8.3(a) which will be discharged at Closing. AWS, its Affiliates that are direct or indirect wholly-owned subsidiaries of AWS and (before giving effect to the transactions contemplated by Section 1.1(b)) Cellular Alaska Partnership have full power, right and authority to sell and convey to DCS good and marketable title to the Alaska Assets, free and clear of all Liens other than Permitted Liens. Immediately prior to the Closing, no person other than AWS and its wholly-owned subsidiaries will have any right, title or interest in or to any of the Balance Sheetassets, except those sold or otherwise disposed properties and rights of for fair value since AWS and its Affiliates (including Affiliates that are not wholly-owned subsidiaries of AWS) that relate primarily to the date Alaska Business. (b) AWS has good and marketable title to the DCC Securities, free and clear of the Balance Sheet in the ordinary course of business consistent with past practice. None of the assets owned or leased by the Company or any of its Subsidiaries is subject to any Encumbrance, all Liens (other than Liens created by any agreement to which DCC is a party). (c) Except (i) liens for Taxes not yet due the Excluded Alaska Assets and payable and for which adequate reserves have been established in accordance with GAAP, (ii) mechanics’for the services to be provided to DCS pursuant to the Transition Services Agreement, workmen’sthe Alaska Assets include all material rights, repairmen’sassets and property necessary or material to operate the Alaska Business as it is currently operated. (d) All buildings, warehousemen’s structures, facilities, Machinery and carriers’ liens arising Equipment and other items of tangible property and assets (excluding inventory) which would be included in the ordinary course of business of Alaska Assets if the Company or such Subsidiaries consistent with past practiceClosing took place on the date hereof, (iii) Encumbrances arising including all network equipment, are, in the ordinary course of business by operation of law with respect to any liability that is not yet due aggregate and payable or that is being contested taken as a whole, in good faith by appropriate proceedings working condition and for which adequate reserves have been established in accordance with GAAPrepair, (iv) in the case of real propertysubject to normal wear and maintenance, any and are located such matters properly filed of public record against the applicable real property that do not, individually or in the aggregate, they are not materially impair the continued ownership, use and operation of encroaching on the property to which they relate, (v) zoning, planning and other similar limitations and restrictions imposed by Governmental Entities to regulate any real property that are not violated by the use and operation of such real property, (vi) the or rights of licensors and licensees under software licenses executed in the ordinary course of business, (vii) liens contained in the organizational documents of the Company or any of its Subsidiaries, (vii) liens affecting a landlord’s interest in property leased to the Company or any of its Subsidiaries so long as such liens do not breach and would not reasonably be expected to breach a customary covenant of quiet enjoyment (due to the existence of a non-disturbance agreement or other arrangement in which the tenant’s interest is recognized and protected) or (viii) Encumbrances arising or incurred in the ordinary course of business consistent with past practice none of which are reasonably likely to adversely interfere in any substantial way with the ownership, occupancy or use of the property encumbered thereby or (ix) Encumbrances disclosed on Section 3.18 of the Company Disclosure Letter (collectively, “Permitted Encumbrances”)person.

Title to and Condition of Assets. (i) The Company or one of its Subsidiaries has Sellers have good and valid indefeasible title to or all of the Acquired Assets other than the Acquired Equity Interests and the Company Leased Assets, and a valid leasehold interest in all of the Company Leased Assets, in each case free and clear of all Encumbrances, except for (A) Permitted Encumbrances and (B) Encumbrances disclosed in Schedule 4(e)(i). Immediately after the Closing, Marine Transportation (including its Subsidiaries) will have good and indefeasible title to all of the Acquired Assets other than 100% of the Equity Interest in Grifco Two, DGMT Holdings, DG JV, Marine Holdings and Marine Transportation, the Company Leased Assets, and a valid leasehold interest in all of the Company Leased Assets, in each case free and clear of all Encumbrances, except for Permitted Encumbrances. Immediately after the Closing, DG JV will own 75% of the Equity Interest in Marine Holdings; Marine Holdings will own 75% of the Equity Interest in Marine Transportation; Marine Transportation will own 100% of the Equity Interest in DGMT Holdings; DGMT Holdings will own 1% of the Equity Interest in Grifco Two; and Marine Transportation will own 99% of the Equity Interest in Grifco Two, in each case, free and clear of all Encumbrances other than those created by the Organizational Documents of each Acquired Company. Part I of Exhibit A is a listing of the material tangible assets, including Acquired Assets. Part II of Exhibit A is a listing of all of the material tangible Company Leased Assets. (ii) The Acquired Assets constitute all material assets reflected on of each Seller necessary for it to conduct the Balance Sheet Business as currently conducted by each Seller. The Sellers own no assets other than the Acquired Assets and the Reorganization Assets. The Sellers have no operations or acquired in Obligations other than those directly related to the ordinary course of business consistent with past practice since Company Assets, the Acquired Companies, the Reorganization Assets, the Retained Obligations, the Assumed Obligations and the Jeffboat Contract Obligations. (iii) Since inception and through the date of the Balance Sheethereof, except those sold or otherwise disposed of for fair value since the date of the Balance Sheet in the ordinary course of business consistent with past practice. None of the assets Grifco Two has not owned or leased by the Company or (and does not own) any of its Subsidiaries is subject to assets, has not conducted (and does not conduct) any Encumbranceoperations, and has not incurred (and does not have) any Obligations other than (i) liens for Taxes not yet due those associated with the Jeffboat Contract or those which have been terminated and payable released and for which adequate reserves have been established in accordance with GAAP, (ii) mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ liens arising in the ordinary course of business of the Company or such Subsidiaries consistent with past practice, (iii) Encumbrances arising in the ordinary course of business by operation of law with respect to any liability that is not yet due and payable or that is being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, Grifco Two has no Obligations. (iv) Since inception and through the date hereof, DG JV’s sole asset is its 75% membership interest in Marine Holdings. Since inception and through the case of real propertydate hereof, DG JV, has not owned (and does not own) any such matters properly filed of public record against the applicable real property that do notassets, individually or in the aggregatehas not conducted (and does not conduct) any operations, materially impair the continued ownershipand has not incurred (and does not have) any obligations other than assets, use operations and operation of the property obligations to which they relate, be acquired pursuant to its Acquired Assets Contribution Agreements. (v) zoningSince inception and through the date hereof, planning DGMT Holdings has not owned (and does not own) any assets, has not conducted (and does not conduct) any operations, and has not incurred (and does not have) any obligations other similar limitations than assets, operations and restrictions imposed by Governmental Entities obligations to regulate any real property that are not violated by be acquired pursuant to the use and operation of such real property, Grifco Two Acquired Equity Interest Contribution Agreement. (vi) Since inception and through the rights of licensors date hereof, Marine Holdings’ sole asset was initially 52.5% and licensees under software licenses executed after Closing will be its 75% membership interest in Marine Transportation. Since inception and through the ordinary course of businessdate hereof, Marine Holdings, has not owned (and does not own) any assets, has not conducted (and does not conduct) any operations, and has not incurred (and does not have) any obligations other than assets, operations and obligations to be acquired pursuant to the Acquired Assets Contribution Agreement. (vii) liens contained in the organizational documents Except as set forth on Schedule 4(e)(vii), each of the Company Vessels and other material Acquired Assets, whether owned or any leased, is in good operating condition and repair (normal wear and tear excepted), free from defects (other than Permitted Encumbrances), is suitable for the purposes for which it is currently used and is not in need of its Subsidiaries, (vii) liens affecting a landlord’s interest in property leased to the Company maintenance or any of its Subsidiaries so long as such liens do not breach repairs except for ordinary routine maintenance and would not reasonably be expected to breach a customary covenant of quiet enjoyment (due to the existence of a non-disturbance agreement or other arrangement in which the tenant’s interest is recognized repairs and protected) or (viii) Encumbrances arising or incurred in the ordinary course of business consistent with past practice none of which are reasonably likely to adversely interfere in any substantial way with the ownership, occupancy or use except for regularly scheduled overhauls of the property encumbered thereby or (ix) Encumbrances disclosed on Section 3.18 of the Company Disclosure Letter (collectively, “Permitted Encumbrances”)Vessels and other equipment from time to time.

Title to and Condition of Assets. (i) The Company or one of its Subsidiaries has Sellers have good and valid marketable title to all of the Acquired Assets other than the Leased Assets, and a valid leasehold interest (including bareboat charters) in all of the Leased Assets, in each case free and clear of all Encumbrances, except for (A) Permitted Encumbrances and (B) Encumbrances disclosed in Schedule 4(e)(i). Immediately after the Closing, the Buyer or its designee(s) (including its Subsidiaries) will have good and marketable title to all of the Acquired Assets and a valid leasehold interest in all of its the Leased Assets, in each case free and clear of all Encumbrances, except for Permitted Encumbrances. Part I of Exhibit A is a listing of the material tangible assetsAcquired Assets, including the Vessels, other than the Flowers Vessels. Part II of Exhibit A is a listing of all of the material tangible assets reflected on Leased Assets, including the Balance Sheet or acquired in the ordinary course of business consistent with past practice since the date of the Balance Sheet, except those sold or otherwise disposed of for fair value since the date of the Balance Sheet in the ordinary course of business consistent with past practice. None of the assets owned or leased by the Company or any of its Subsidiaries is subject to any Encumbrance, other than (i) liens for Taxes not yet due and payable and for which adequate reserves have been established in accordance with GAAP, Flowers Vessels. (ii) mechanics’The Acquired Assets constitute all material assets necessary to conduct the Business as currently conducted by the Sellers and their Affiliates. The Company owns no assets other than Acquired Assets. The Company has no operations or Obligations other than those directly related to Acquired Assets, workmen’sRetained Obligations, repairmen’s, warehousemen’s and carriers’ liens arising in the ordinary course of business of the Company or such Subsidiaries consistent with past practice, Assumed Obligations. (iii) Encumbrances arising Except as set forth on Schedule 4(e)(iii), each of the Vessels and the other material Acquired Assets, whether owned or leased, is in good, serviceable condition and fit for the ordinary course of business by operation of law with respect to any liability that is not yet due and payable or that is being contested in good faith by appropriate proceedings and particular purpose for which adequate reserves have been established in accordance with GAAPit is currently being used, (iv) in the case of real property, any such matters properly filed of public record against the applicable real property that do not, individually or in the aggregate, materially impair the continued ownership, use subject only to normal maintenance requirements and operation of the property to which they relate, (v) zoning, planning normal wear and other similar limitations and restrictions imposed by Governmental Entities to regulate any real property that are not violated by the use and operation of such real property, (vi) the rights of licensors and licensees under software licenses executed tear reasonably expected in the ordinary course of business, . (viiiv) liens contained Each Vessel required by the Shipping Laws to be inspected by the United States Coast Guard has a current and valid United States Coast Guard Certificate of Inspection and each such Vessel is in the organizational documents compliance with such certificate without any material repair requirements. (v) The Classification Certificates of the Company each Vessel which has a Classification Certificate is current and valid without any material recommendations or any of its Subsidiaries, (vii) liens affecting a landlord’s interest in property leased to the Company or any of its Subsidiaries so long as such liens do not breach and would not reasonably be expected to breach a customary covenant of quiet enjoyment (due to the existence of a non-disturbance agreement or other arrangement in which the tenant’s interest is recognized and protected) or (viii) Encumbrances arising or incurred in the ordinary course of business consistent with past practice none of which are reasonably likely to adversely interfere in any substantial way with the ownership, occupancy or use of the property encumbered thereby or (ix) Encumbrances disclosed on Section 3.18 of the Company Disclosure Letter (collectively, “Permitted Encumbrances”)requirements.

Title to and Condition of Assets. (a) The Company Assets constitute all of the assets, properties and rights used in or one necessary for the conduct of its Subsidiaries the Business as currently conducted. The Seller is the sole owner of the Assets and Assumed Liabilities. Immediately following the Closing, Seller will not own or lease any assets, properties or rights which are used in or are necessary for the conduct of the Business. (b) SCHEDULE 3.8(b) contains a true, correct and complete list of all automobiles and vehicles owned, leased or used by Seller, indicating whether each such automobile or vehicle is leased. (c) SCHEDULE 3.8(c) contains a true, correct and complete list of all machinery, equipment, computers and computer hardware, tools, supplies, leasehold improvements, construction in progress, furniture, fixtures, and other tangible personal property (other than vehicles and automobiles) owned, leased or used by Seller, indicating with respect to all such listed property whether such property is leased. (d) Seller does not own any real property. (e) Seller does not occupy or use any real property or building or other units except the Leased Real Property. (f) SCHEDULE 3.8(f) contains a true, correct and complete list of all leases of real property or buildings or other units under which Seller is a lessee (collectively, the "Leased Real Property"). The Seller has good and valid title to or a valid and subsisting leasehold interest in all of its material tangible assetsthe Leased Real Property, including free and clear of all liens, leases, encumbrances, claims under bailment and storage agreements, options, equities, conditional sales contracts, title retention agreements, encroachments, conditions, limitations, security interests, charges and restrictions (collectively, "Liens"), except for Liens, if any, for real property taxes not yet due and payable, and all restrictive covenants, easements and rights, including, but not limited to, easements for power lines, water lines, communication lines, sewer, roadways and other means of ingress and egress, to which the Leased Real Property may be subject or which are necessary to conduct the business conducted on such Leased Real Property. Seller enjoys peaceful and undisturbed possession under all such leases and all such leases are valid and enforceable in accordance with their respective terms, are in full force and effect, and there is not under any such lease any default by Seller or, to the Knowledge of Seller, by any other party to any such lease, or any condition, event or act which, with the giving of notice or lapse of time, or both, would constitute such a default. The consummation of the transactions contemplated by this Agreement will not require notification to or the consent or approval of any lessor of any of the Leased Real Property except as set forth on SCHEDULE 3.8(f). True, correct and complete copies of the leases with respect to the Leased Real Property have been delivered or made available to Purchaser. (g) All buildings, structures, improvements, fixtures, facilities, equipment and all components of all buildings, structures and other improvements included within the Leased Real Property, including, but not limited to, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein (collectively, the "Tangible Assets") are usable in the regular and ordinary course of business. To Seller's Knowledge, there are no unsatisfied requests for any repairs, restorations or improvements to the Leased Real Property or any Tangible Assets from any governmental entity, there are no ongoing material tangible assets repairs to the Leased Real Property or any Tangible Assets being made by or on behalf of Seller, and no portion of the Leased Real Property or any Tangible Assets currently requires repair or replacement which has knowingly been deferred. No person other than Seller owns any equipment or other Tangible Assets necessary to the operation of the Business, except for items under valid lease to Seller. Seller has not transferred any air rights or development rights relating to the Leased Real Property. Seller has no outstanding contracts or commitments for any improvements or capital expenditures with respect to the Leased Real Property which have not been either fully paid for or reflected on the Balance Sheet or acquired in the ordinary course of business consistent with past practice since the date of the Closing Date Balance Sheet, except those sold or otherwise disposed of for fair value since the date of the Balance Sheet in the ordinary course of business consistent with past practice. . (h) None of the assets owned or leased by the Company or any of its Subsidiaries such Leased Real Property is subject to any Encumbrancepending condemnation or similar proceeding by any Governmental Body and to the Knowledge of Seller, other than (i) liens for Taxes not yet due and payable and for which adequate reserves have been established in accordance with GAAP, (ii) mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ liens arising in the ordinary course of business of the Company or no such Subsidiaries consistent with past practice, (iii) Encumbrances arising in the ordinary course of business by operation of law with respect to any liability that condemnation is not yet due and payable or that is being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, (iv) in the case of real property, any such matters properly filed of public record against the applicable real property that do not, individually or in the aggregate, materially impair the continued ownership, threatened. The use and operation of the property to which they relateLeased Real Property is in full compliance with all applicable statutes, (v) zoningrules, planning and other similar limitations regulations, ordinances, orders, writs, injunctions, judgments, decrees, awards and restrictions imposed by of every Governmental Entities to regulate Body having jurisdiction over any real property that are not violated by the use and operation of such real property, (vi) the rights of licensors and licensees under software licenses executed in the ordinary course of business, (vii) liens contained in the organizational documents of the Company Leased Real Property and every instrumentality or any of its Subsidiariesagency thereof (including, (vii) liens affecting a landlord’s interest in property leased to the Company or any of its Subsidiaries so long as such liens do not breach without limitation, Environmental Laws and would not reasonably be expected to breach a customary covenant of quiet enjoyment (due to the existence of a non-disturbance agreement or other arrangement in which the tenant’s interest is recognized applicable statutes, rules, regulations, orders and protected) or (viii) Encumbrances arising or incurred in the ordinary course of business consistent with past practice none of which are reasonably likely to adversely interfere in any substantial way with the ownership, occupancy or use of the property encumbered thereby or (ix) Encumbrances disclosed on Section 3.18 of the Company Disclosure Letter (collectively, “Permitted Encumbrances”).restrictions relating to

Title to and Condition of Assets. The Company or one (a) With the exception of its all "Real Property" (which is the subject of Section 2.08 hereof), Seller and the Seller Subsidiaries has have, and at the Closing Date will have, good and valid marketable title to or a valid leasehold interest in all of its material tangible their owned assets, including all including, without limitation, those reflected in the Seller Financial Statements (except those disposed of the material tangible assets reflected on the Balance Sheet or acquired in the ordinary course of business consistent with past practice since the date thereof), free and clear of any Lien, except for Liens for (i) taxes, assessments or other governmental charges not yet delinquent, (ii) non-monetary encumbrances, easements, restrictions and right-of-ways on Owned Real Property (as defined in Section 2.08(a)), which do not materially detract from the value of such property or materially interfere with the intended use of the Balance Sheetproperty and (iii) as set forth or described in the Seller Financial Statements or any subsequent Seller Financial Statements delivered to Buyer prior to the Effective Time. (b) Except as set forth in Schedule 2.07(b), except those sold no material asset that is reflected as owned by Seller or any of the Seller Subsidiaries in the Seller Financial Statements as of September 30, 1999, has been sold, leased, transferred, assigned or otherwise disposed of for fair value since the date of the Balance Sheet in the ordinary course of business consistent with past practice. None of the assets owned or leased by the Company or any of its Subsidiaries is subject to any Encumbrancesuch date, other than (i) liens for Taxes not yet due and payable and for which adequate reserves have been established in accordance with GAAP, (ii) mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ liens arising in the ordinary course of business of the Company or such Subsidiaries consistent with past practice, (iii) Encumbrances arising in the ordinary course of business by operation of law with respect to any liability that is not yet due and payable or that is being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, (iv) in the case of real property, any such matters properly filed of public record against the applicable real property that do not, individually or in the aggregate, materially impair the continued ownership, use and operation of the property to which they relate, (v) zoning, planning and other similar limitations and restrictions imposed by Governmental Entities to regulate any real property that are not violated by the use and operation of such real property, (vi) the rights of licensors and licensees under software licenses executed except in the ordinary course of business. (c) All furniture, fixtures, vehicles, machinery and equipment and computer software owned or used by Seller or the Seller Subsidiaries and in regular use, including any such items leased as a lessee (vii) liens contained in the organizational documents taken as a whole as to each of the Company foregoing with no single item deemed to be of material importance) are in good and serviceable condition, subject only to normal wear and tear. The operation by Seller or the Seller Subsidiaries of such assets is in compliance in all material respects with all applicable laws, ordinances and rules and regulations of any of its Subsidiaries, (vii) liens affecting a landlord’s interest in property leased to the Company or any of its Subsidiaries so long as governmental authority having jurisdiction over such liens do not breach and would not reasonably be expected to breach a customary covenant of quiet enjoyment (due to the existence of a non-disturbance agreement or other arrangement in which the tenant’s interest is recognized and protected) or (viii) Encumbrances arising or incurred in the ordinary course of business consistent with past practice none of which are reasonably likely to adversely interfere in any substantial way with the ownership, occupancy or use of the property encumbered thereby or (ix) Encumbrances disclosed on Section 3.18 of the Company Disclosure Letter (collectively, “Permitted Encumbrances”)use.

Title to and Condition of Assets. (a) Section 6.09(a) of the Sellers Disclosure Schedule sets forth, as of the date of this Agreement, an accurate description in all material respects of all real property owned in fee by the Sellers and included in the Purchased Assets (“Owned Real Property”). With respect to the Owned Real Property, except as set forth in Section 6.09(a) of the Sellers Disclosure Schedule: (i) except for Permitted Liens, Sellers have not leased or otherwise granted to any Person any Lien on such Owned Real Property or any other right to use or occupy such Owned Real Property or any portion thereof; (ii) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein; (iii) the improvements on the Owned Real Property have access to such sewer, water, gas, electric, telephone and other utilities as are necessary to allow the business of the Business operated thereon to be operated in the Ordinary Course of Business as currently operated; (iv) the material improvements located on the Owned Real Property, taken as a whole, are in sufficiently good condition (except for ordinary wear and tear) to allow the Business to be operated in the Ordinary Course of Business as currently operated; (v) as of the date of this Agreement, the Sellers have received no written notice of any pending condemnation proceeding and, to the Knowledge of the Sellers, no condemnation proceeding is threatened, which, in each case, would preclude or materially impair the use of any Owned Real Property for the uses for which it is intended; (vi) to the Knowledge of the Sellers, the Sellers have received no written notice that the current use of the Owned Real Property by the Business violates in any material respect any restrictive covenants of record affecting any of the Owned Real Property; (vii) to the Knowledge of the Sellers, neither the operations of Sellers on any of the Owned Real Property nor any improvements on the Owned Real Property violate any applicable building code, zoning requirement or other statute or ordinance; (viii) to the Knowledge of the Sellers, none of Sellers has received any notice of any pending or contemplated special or added assessments against the Owned Real Property; (ix) to the Knowledge of Sellers, there are no material structural defects in any structure on the Owned Real Property; (x) to the Knowledge of Sellers, Sellers have obtained all material permits and any other material licenses or authorizations required in connection with the construction, repair, maintenance, ownership, use, and occupation of the Owned Real Property and operation of the Business thereon, and each such permit and each other license or authorization is in good standing, valid and effective in accordance with its respective terms, and Sellers are not in default thereunder; (xi) to the Knowledge of the Sellers, Sellers have materially satisfied all conditions to any and all applicable site plan, subdivision or construction approvals obtained from any Governmental or Regulatory Authority related to the Owned Real Property and (xii) Sellers have not posted any bonds or deposits with any Governmental or Regulatory Authority related to the Owned Real Property, which remain outstanding with such Governmental or Regulatory Authority. (b) Section 6.09(b) of the Sellers Disclosure Schedule accurately sets forth, as of the date of this Agreement, a true and complete description, by street address or other location information, of the Leased Real Property, together with the name of, date of and parties to the Real Property Lease related thereto. Sellers have delivered to the Buyer correct and complete copies of the lease and subleases (as amended to date) listed on Section 6.09(b) of the Sellers Disclosure Schedule. With respect to the Leased Real Property, except as otherwise set forth on Section 6.09(b) of the Sellers Disclosure Schedule: (i) subject to such Real Property Lease being terminated in the Ordinary Course of Business and in accordance with the terms thereof, the Sellers have a valid and enforceable leasehold interest under the Real Property Lease, and the Real Property Lease is legal, valid, binding, enforceable and in full force and effect, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and as enforceability may be limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies; (ii) subject only to consent requirements contained in the Real Property Leases themselves, the consummation of the transactions contemplated by this Agreement will not cause the Real Property Lease to fail to continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms immediately following the consummation of the transactions contemplated by this Agreement; (iii), to the Knowledge of the Sellers, neither Sellers nor any other party to the Real Property Lease is in default under the Real Property Lease, and, to the Knowledge of the Sellers, no event (including the consummation of the transactions contemplated by this Agreement) has occurred which, with notice and/or the lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder or would permit any party thereunder to seek payment of a fee in connection with the consummation of the transactions contemplated by this Agreement; (iv) Sellers have received no written notice of any pending condemnation proceeding and, to the Knowledge of Sellers, no condemnation proceeding is threatened, which, in each case, would preclude or materially impair the use of the Leased Real Property for the uses permitted by the Real Property Lease; (v) Sellers have not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold; (vi) the Real Property Lease has not been modified, supplemented, or amended; (vii) to the Knowledge of the Sellers, the consummation of the transactions contemplated by this Agreement will not require any consent or approval of any lien holder with respect to the fee ownership interest related to the Leased Real Property or any landlord or sub-landlord under the Real Property Lease; and (viii) to the Knowledge of the Sellers, the Business is a permitted use of the Leased Real Property under all applicable Laws. (c) Except as set forth in Section 6.09(c) of the Sellers Disclosure Schedule, Sellers have good and valid title to, or have the right to use, all the tangible properties and assets of the Business (excluding Real Property) that are material to the conduct of the Business, with only such exceptions as constitute Permitted Liens. The Company equipment, machinery and other tangible personal property included in the Transferred Assets that are material to the conduct of the businesses of the Business are in good operating condition and repair for assets of like type and age, ordinary wear and tear excepted. Except as otherwise expressly contemplated in the Transitional Services Agreement and the Technology and Intellectual Property License Agreement, the Purchased Assets comprise all of the Assets that are adequate to conduct the Business with respect to the manufacture, quality control and other aspects of the Business related to the Products set forth on Section 1.01(aaaaa) under the headings “Approved Products” and “Pending Products” as the Business was conducted by the Sellers prior to December 19, 2008 (the “Historical Operations”); provided, however, that Sellers make no such representation or one warranty hereunder in respect of its Subsidiaries has (i) any planned operation of the Business by Buyer following the Closing Date in a manner inconsistent with the Historical Operations, or (ii) any finding or determination following the date hereof regarding the adequacy or condition of the Transferred Assets by the FDA or any other Governmental or Regulatory Authority, or any third party auditor, CGMP expert or consultant acting pursuant to the Consent Decree or on behalf of any Governmental or Regulatory Authority. At the Closing, upon delivery of and payment for the Purchased Assets in accordance with the terms of this Agreement, Buyer will acquire good and valid title to or a valid leasehold interest in all of its material tangible assets, including all of the material tangible assets reflected on the Balance Sheet or acquired Purchased Assets, in the ordinary course each case free and clear of business consistent with past practice since the date of the Balance Sheet, except those sold or otherwise disposed of for fair value since the date of the Balance Sheet in the ordinary course of business consistent with past practice. None of the assets owned or leased by the Company or any of its Subsidiaries is subject to any Encumbranceall Liens, other than Permitted Liens and any Liens created by any actions of Buyer or its Affiliates. No Purchased Assets used by Sellers in connection with the Business (iother than the Leased Real Property) liens for Taxes not yet due and payable and for which adequate reserves have been established in accordance with GAAP, (ii) mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ liens arising is held under any lease or encumbrance or is located other than in the ordinary course of business possession of the Company or such Subsidiaries consistent with past practiceSellers. (d) Except as set forth on Section 6.08(c) of the Sellers Disclosure Schedule, (iii) Encumbrances arising in the ordinary course of business by operation of law with respect to any liability that is not yet due and payable or the Intellectual Property that is being contested in good faith by appropriate proceedings transferred to Buyer hereunder or licensed to Buyer under the Technology and for which adequate reserves Intellectual Property License Agreement, Sellers represent and warrant that Sellers own or have been established in accordance with GAAPthe right to use, (iv) transfer, license and/or assign such Intellectual Property as necessary under the terms of this Agreement; the transfer of such Intellectual Property will not alter or impair any such rights or require any consent or approval of third parties; the Intellectual Property used in the case of real propertyBusiness to produce the Products set forth on Section 1.01(aaaaa) under the heading “Approved Products” is subsisting, any such matters properly filed of public record against the applicable real property in full force and effect, has not been canceled, expired, or abandoned, and is valid and enforceable; and that do not, individually or in the aggregate, materially impair the continued ownership, use and operation of the property to which they relate, (v) zoning, planning and other similar limitations and restrictions imposed by Governmental Entities to regulate any real property that are not violated by the use and operation of such real property, (vi) the rights of licensors and licensees under software licenses executed in the ordinary course of business, (vii) liens contained in the organizational documents of the Company or any of its Subsidiaries, (vii) liens affecting a landlord’s interest in property leased to the Company or any of its Subsidiaries so long as such liens do not breach and would not reasonably be expected to breach a customary covenant of quiet enjoyment (due to the existence of a non-disturbance agreement or other arrangement in which the tenant’s interest is recognized and protected) or (viii) Encumbrances arising or incurred in the ordinary course of business consistent with past practice none of which are reasonably likely to adversely interfere in any substantial way with the ownership, occupancy or Sellers’ use of the property encumbered thereby or (ix) Encumbrances disclosed Intellectual Property in the Business to produce the Products set forth on Section 3.18 of 1.01(aaaaa) under the Company Disclosure Letter (collectivelyheading “Approved Products” does not infringe upon, “Permitted Encumbrances”)misappropriate or otherwise violate any Intellectual Property rights owned or controlled by any third party.

Title to and Condition of Assets. (1) Seller is the sole legal and beneficial owner of, or has the exclusive, unrestricted right and authority to use and transfer to Buyer, the personal property included in the Assets, free and clear of all mortgages, security interests, liens, leases, covenants, assessments, easements, options, rights of refusal, restrictions, reservations, defects in the title, encroachments, and other encumbrances, except the Assumed Liabilities. The Company Assets are all the assets set forth on the Interim Financial Statements or one used in the operation of its Subsidiaries has good the Business. (2) The descriptions of the Real Estate contained in Exhibit A are accurate and valid title to include all real property leased by Seller and used in connection with the Business or a valid leasehold interest set forth on the Interim Financial Statements. Seller owns no real property except for the Excluded Assets; however, Shareholder is the sole owner of certain parcels of real property so designated on Exhibit A. Seller is in all lawful possession of its material tangible assets, including all of the material tangible assets Real Estate that is leased rather than owned, in each case free and clear of all mortgages, liens and other encumbrances or restrictions that are related to or impair the Assets or the Business. (3) The Equipment and Furnishings are all of the "Equipment" reflected on the Balance Sheet or acquired Interim Financial Statements, other than those items sold and replaced in the ordinary course of business consistent business. The Assets together with past practice since the date Excluded Assets comprise all assets owned by Seller and all assets used in connection with the Business. All of the Balance SheetEquipment and Furnishings reflected on the Interim Financial Statements, except those sold or otherwise disposed of for fair value since the date of the Balance Sheet in the ordinary course of business consistent with past practice. None of the assets owned or leased by the Company or any of its Subsidiaries is subject to any Encumbrance, other than (i) liens for Taxes not yet due normal wear and payable tear and for which adequate reserves have been established in accordance with GAAP, (ii) mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ liens arising in the ordinary course of business of the Company or such Subsidiaries consistent with past practice, (iii) Encumbrances arising in the ordinary course of business by operation of law with respect subject to any liability that is not yet due and payable or that is being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, (iv) in the case of real property, any such matters properly filed of public record against the applicable real property that do not, individually or in the aggregate, materially impair the continued ownership, use and operation of the property to which they relate, (v) zoning, planning and other similar limitations and restrictions imposed by Governmental Entities to regulate any real property that are not violated by the use and operation of such real property, (vi) the rights of licensors and licensees under software licenses executed repair in the ordinary course of business, (viia) liens contained operate in accordance with their respective specifications, (b) perform the organizational documents functions they are supposed to perform, (c) are free of structural, installation, engineering, or mechanical defects or problems, and (d) are otherwise in good working order. Seller has received no written recommendation from any insurer to repair or replace any of the Company or any of its SubsidiariesAssets with which Seller has not complied. (4) The Inventory is, (vii) liens affecting a landlord’s interest in property leased to the Company or any of its Subsidiaries so long as such liens do not breach and would not reasonably be expected to breach a customary covenant of quiet enjoyment (due to the existence on Closing will be, of a non-disturbance agreement or other arrangement in which the tenant’s interest is recognized quality and protected) or (viii) Encumbrances arising or incurred quantity presently used by Seller in the ordinary course of business determined and valued consistent with Seller's past practice none practice. The Inventory is, and at Closing will be, properly valued at the lower of which are reasonably likely cost or market value on a first-in/first-out basis in accordance with generally accepted accounting principles consistently applied. Seller has in place adequate controls to adversely interfere track all Inventory and, notwithstanding the $50,000 "Basket" described in paragraph 10.4(4), will, along with Shareholder, jointly and severally indemnify Buyer for any substantial way with missing oxygen cylinders which, in the ownershipaggregate, occupancy would cost Ten Thousand Dollars ($10,000.00) or use more to replace. Since the date of the property encumbered thereby Interim Financial Statements, Seller has not decreased or substituted its items of Inventory other than in the ordinary course of business. (ix5) Encumbrances disclosed on Section 3.18 of All vehicles used in the Company Disclosure Letter Business (collectivelyother than Excluded Assets), “Permitted Encumbrances”).whether owned or leased, are listed in Exhibit 1.1

Title to and Condition of Assets. The Company or one of its Subsidiaries has good Assets to be sold and valid title transferred to or a valid leasehold interest in all of its material tangible assets, including Purchaser hereunder constitute all of the material tangible assets reflected on assets, properties, rights and interests of every kind and description that are primarily used, held for use or intended for use in connection with, the Balance Sheet Business by Seller or acquired in Seller Principals or are otherwise necessary for the ordinary course of business consistent with past practice since the date normal operation and conduct of the Balance Sheet, except those sold or otherwise disposed of for fair value since Business and will permit Purchaser to operate the date of the Balance Sheet Business in the ordinary course of business consistent compliance with past practiceall legal requirements substantially as conducted by Seller. None of the assets owned Excluded Assets is necessary for the Business, and the lack of any Excluded Assets will not materially adversely affect or leased by impair the Company ability of Purchaser to conduct the Business after the Closing. Except as set forth on Schedule 3.16A, all tangible Assets are physically located in North Carolina. Seller has and will transfer to Purchaser at Closing good, valid, indefeasible and, as applicable, exclusive title in fee simple to, and rightful and peaceful possession of, all of the Assets, and all of the rights and interests therein, free and clear of any and all Liens. Other than Seller, no Person has any right, title or interest in or to, or any of its Subsidiaries is subject to any Encumbrance, other than (i) liens for Taxes not yet due and payable and for which adequate reserves have been established in accordance with GAAP, (ii) mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ liens arising in the ordinary course of business of the Company or such Subsidiaries consistent with past practice, (iii) Encumbrances arising in the ordinary course of business by operation of law with respect to any liability that is not yet due and payable or that is being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, (iv) in the case of real propertyLien on, any such matters properly filed of public record against the applicable real property that do notassets or properties owned, individually leased or in the aggregateotherwise used by Seller, materially impair the continued ownership, use and operation of the property to which they relate, (v) zoning, planning and other similar limitations and restrictions imposed by Governmental Entities to regulate any real property that are not violated by the use and operation of such real property, (vi) the rights of licensors and licensees under software licenses executed in the ordinary course of business, (vii) liens contained in the organizational documents of the Company or any of its Subsidiaries, (vii) liens affecting a landlord’s interest in property leased to the Company or any of its Subsidiaries so long as such liens do not breach and would not reasonably be expected to breach a customary covenant of quiet enjoyment (due to the existence of a non-disturbance agreement or other arrangement in which the tenant’s interest is recognized and protected) or (viii) Encumbrances arising or incurred in the ordinary course of business consistent with past practice none of which are reasonably likely to adversely interfere in any substantial way with be transferred by Seller to Purchaser hereunder, except for the ownership, occupancy or use of Liens (the property encumbered thereby or (ix“Asset Liens”) Encumbrances disclosed held by Persons listed on Section 3.18 of the Company Disclosure Letter Schedule 3.16B (collectively, the “Permitted EncumbrancesLien Holders”), which Asset Liens secure loans to and other financial obligations of Seller or either Seller Principal to the Lien Holders. Schedule 3.16C sets forth all Liens on the Excluded Assets. Seller and Seller Principals have furnished to Purchaser true and accurate copies of the relevant documentation pertaining to the Asset Liens, the Assumed Projects, the Assumed Contracts and the Assumed Liabilities. Prior to the Closing, Seller shall obtain from each Lien Holder a payoff letter stating the amount owed by Seller to such Lien Holder and the amount required to pay such Lien Holder in full on the Closing Date, along with a commitment from such Lien Holders to confirm that such payment satisfies, discharges, pays off and releases in full (and to sign, acknowledge and deliver any documentation reasonably required to effect such release) any and all Seller Debt owed to, and any and all Liens held by, such Debt Holders in to, on or against any Assets or Business (the “Payoff Letters”). All equipment and other tangible personal property included in the Assets are generally in good and serviceable operating condition and repair (ordinary wear and tear excepted), have been operated, serviced and maintained properly within the requirements and recommendations of maintenance and only in a manner that would not void or limit the coverage of any warranty thereon, have been properly maintained and are adequate and suitable for their actual uses and intended purposes. Seller has conducted the Business only through Seller and not through any other Person, at any time.

Title to and Condition of Assets. The Company or one of its Subsidiaries Seller has good and valid title to or a valid leasehold interest in all of its material the Subject Assets, tangible assetsand intangible, including free and clear of all Liens and claims whatsoever other than Permitted Liens and Satisfied Liens that will be paid prior to Closing. The Subject Assets consist of all of the material tangible assets employed in the operation of the Subject Business except the Excluded Assets, the Leased Real Property and equipment and other personal property leased by the Seller. All of the Tangible Assets are sold in “as is” condition. The Subject Assets are sufficient for the operation of the Subject Business in the Ordinary Course of Business as presently being conducted and are suitable for the purpose for which they are being used, in each case, in all material respects. Schedule 5.1.4 attached hereto contains a true, correct and complete list of all equipment and other personal property leased by the Seller and included within the Seller’s assets, all of which such property is in the condition required of such property by the terms and conditions of the lease applicable thereto in all material respects. The Inventory reflected on the Balance Sheet or acquired Financial Statements has been manufactured and/or purchased in the ordinary course Ordinary Course of business Business consistent in quality and quantity with past practice since the date practices of the Seller, is not damaged, obsolete or out of specification and is of a quality and quantity usable and salable in the Ordinary Course of Business, net of any applicable reserves to be reflected on the Estimated Closing Date Balance Sheet. Buyer acknowledges that Seller may maintain a small quantity of damaged, except those sold obsolete or otherwise disposed out of for fair value since specification Inventory on Seller’s premises which is not reflected on the date Financial Statements. All accounts receivable of the Balance Sheet Seller arose from bona fide transactions in the ordinary course Ordinary Course of business consistent with past practiceBusiness and are good and collectible within one hundred twenty (120) days after the Closing Date in the Ordinary Course of Business at the aggregate recorded amount thereof, net of any applicable reserves for doubtful accounts to be reflected on the Estimated Closing Date Balance Sheet. None There is no contest, claim or right of the assets owned or leased by the Company or any of its Subsidiaries is subject to any Encumbranceset-off, other than (i) liens for Taxes not yet due and payable and for which adequate reserves have been established in accordance with GAAP, (ii) mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ liens arising returns in the ordinary course Ordinary Course of business Business, under any Contract with any obligor of an account receivable of the Company Seller’s business relating to the amount or such Subsidiaries consistent with past practice, (iii) Encumbrances arising in the ordinary course of business by operation of law with respect to any liability that is not yet due and payable or that is being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, (iv) in the case of real property, any such matters properly filed of public record against the applicable real property that do not, individually or in the aggregate, materially impair the continued ownership, use and operation of the property to which they relate, (v) zoning, planning and other similar limitations and restrictions imposed by Governmental Entities to regulate any real property that are not violated by the use and operation validity of such real property, (vi) the rights account receivable. Any accounts receivable of licensors Buyer Parent shall not be included in this representation and licensees under software licenses executed in the ordinary course of business, (vii) liens contained in the organizational documents of the Company or any of its Subsidiaries, (vii) liens affecting a landlord’s interest in property leased to the Company or any of its Subsidiaries so long as such liens do not breach and would not reasonably be expected to breach a customary covenant of quiet enjoyment (due to the existence of a non-disturbance agreement or other arrangement in which the tenant’s interest is recognized and protected) or (viii) Encumbrances arising or incurred in the ordinary course of business consistent with past practice none of which are reasonably likely to adversely interfere in any substantial way with the ownership, occupancy or use of the property encumbered thereby or (ix) Encumbrances disclosed on Section 3.18 of the Company Disclosure Letter (collectively, “Permitted Encumbrances”)warranty.