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 has (i) good, valid and marketable title to all personal property relating to its operations, business or one properties, which it purports to own, including, without limitation, Intellectual Property, as that term is defined in Section 4.11 hereto, and (ii) to the knowledge of the Company, good, valid and marketable leasehold estates to the leasehold premises described on Schedule 4.9. All such properties which the Company purports to own are held free and clear of all title defects and any liens, pledges, claims, charges, security interests or other encumbrances and are not, in the case of real property, subject to any rights of way, building or use restrictions, exceptions, variances, reservations or limitations of any nature whatsoever, except, with respect to all such properties, real and personal, (a) as set forth in Schedule 4.9, (b) liens for current taxes not yet due and assessments not in default and (c) other liens and encumbrances incidental to the conduct of its Subsidiaries has good and valid title to business or a valid leasehold interest in all the ownership of its material tangible assetsassets which were not incurred in connection with the borrowing of money or the obtaining of advances or credit and which do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business. There are no claims adverse or challenges to the title or ownership of any property which the Company purports to own. Except as disclosed on Schedule 4.9, all personal property and all buildings, structures and fixtures used by the Company in the conduct of its business are in good operating condition (subject to normal maintenance and repair) and the Company has not received any notice of any violation (which has not been cured) of any building, zoning or other law, ordinance or regulation in respect of such property or structures or its use thereof. Schedule 4.9 lists each lease (which term shall include subleases) of real property to which the Company is a party, true copies of which leases (including all amendments thereof and modifications thereto) have been delivered to the Parent prior to the date hereof. All such leases are valid and binding obligations of the Company and in full force and effect; there are no material tangible assets reflected on defaults by the Balance Sheet Company or, to the knowledge of the Company, the lessors thereunder; and no event has occurred which (whether with or acquired without notice, lapse of time or both) would constitute a material default by the Company or, to the knowledge of the Company, the lessors thereunder. To the knowledge of the Company, no premises leased under any such lease are subject to any lien, encumbrance, easement, right of way, building or use restriction, exception, variance, reservation or limitation as might interfere with or impair the present and continued use thereof in the ordinary course of business consistent with past practice since the date usual and normal conduct of the Balance Sheet, except those sold or otherwise disposed of for fair value since the date business of the Balance Sheet Company. No party to any such lease has repudiated any provision thereof and there are no disputes, oral agreements or forbearance programs in effect as to any such lease. Except as disclosed on Schedule 4.9, all assets other than motor vehicles owned, used, or operated by the Company are located at premises listed on Schedule 4.9. Except as disclosed on Schedule 4.9, to the knowledge of the Company, there is no existing, proposed or contemplated, plan to modify or realign any street or highway or any existing, proposed or contemplated eminent domain proceeding that would result in the ordinary course taking of business consistent with past practice. None all or any part of the assets any real property owned or leased by the Company or any that would prevent or hinder the continued use 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 such real property as heretofore used in the ordinary course conduct of the business of the Company. Except as disclosed on Schedule 4.9, to the knowledge 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, there are no encroachments onto any such matters properly filed real property by any improvements on any adjoining property. To the knowledge of public record against the applicable Company there are no encroachments onto any adjoining property by any improvements on such real property that do nothave an adverse impact on the present use of such adjoining property. There are no unpaid taxes, individually local improvement levies, assessments (special, general or in the aggregate, materially impair the continued ownership, use and operation otherwise) or bonds of the property to which they relate, (v) zoning, planning and other similar limitations and restrictions imposed by Governmental Entities to regulate any nature affecting any real property that are not violated owned 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 Subsidiariesportion thereof. All covenants, (vii) liens conditions, restrictions, easements and similar matters affecting a landlord’s interest in any real property leased to owned by the Company have been complied with by the Company. Neither this Agreement nor anything provided to be done under this Agreement violates or will violate 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 contract, document, understanding, agreement, arrangement or instrument affecting any real property owned by 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”)Company.

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 Company has (i) good, valid and marketable title to all personal property relating to its operations, business or one properties, which it purports to own, including, without limitation, Intellectual Property, as that term is defined in Section 4.11 hereto, and (ii) to the knowledge of the Company, good, valid and marketable leasehold estates to the leasehold premises described on Schedule 4.9. All such properties which the Company purports to own are held free and clear of all title defects and any liens, pledges, claims, charges, security interests or other encumbrances and are not, in the case of real property, subject to any rights of way, building or use restrictions, exceptions, variances, reservations or limitations of any nature whatsoever, except, with respect to all such properties, real and personal, (a) as set forth in Schedule 4.9, (b) liens for current taxes not yet due and assessments not in default and (c) other liens and encumbrances incidental to the conduct of its Subsidiaries has good and valid title to business or a valid leasehold interest in all the ownership of its material tangible assetsassets which were not incurred in connection with the borrowing of money or the obtaining of advances or credit and which do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business. There are no claims adverse or challenges to the title or ownership of any property which the Company purports to own. Except as disclosed on Schedule 4.9, all personal property and all buildings, structures and fixtures used by the Company in the conduct of its business are in good operating condition (subject to normal maintenance and repair) and the Company has not received any notice of any violation (which has not been cured) of any building, zoning or other law, ordinance or regulation in respect of such property or structures or its use thereof. Schedule 4.9 lists each lease (which term shall include subleases) of real property to which the Company is a party, true copies of which leases (including all amendments thereof and modifications thereto) have been delivered to the Purchaser prior to the date hereof. All such leases are valid and binding obligations of the Company and in full force and effect; there are no material tangible assets reflected on defaults by the Balance Sheet Company or, to the knowledge of the Company, the lessors thereunder; and no event has occurred which (whether with or acquired without notice, lapse of time or both) would constitute a material default by the Company or, to the knowledge of the Company, the lessors thereunder. To the knowledge of the Company, no premises leased under any such lease are subject to any lien, encumbrance, easement, right of way, building or use restriction, exception, variance, reservation or limitation as might interfere with or impair the present and continued use thereof in the ordinary course of business consistent with past practice since the date usual and normal conduct of the Balance Sheet, except those sold or otherwise disposed of for fair value since the date business of the Balance Sheet Company. No party to any such lease has repudiated any provision thereof and there are no disputes, oral agreements or forbearance programs in effect as to any such lease. Except as disclosed on Schedule 4.9, all assets other than motor vehicles owned, used, or operated by the Company are located at premises listed on Schedule 4.9. Except as disclosed on Schedule 4.9, to the knowledge of the Company, there is no existing, proposed or contemplated, plan to modify or realign any street or highway or any existing, proposed or contemplated eminent domain proceeding that would result in the ordinary course taking of business consistent with past practice. None all or any part of the assets any real property owned or leased by the Company or any that would prevent or hinder the continued use 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 such real property as heretofore used in the ordinary course conduct of the business of the Company. Except as disclosed on Schedule 4.9, to the knowledge 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, there are no encroachments onto any such matters properly filed real property by any improvements on any adjoining property. To the knowledge of public record against the applicable Company there are no encroachments onto any adjoining property by any improvements on such real property that do nothave an adverse impact on the present use of such adjoining property. There are no unpaid taxes, individually local improvement levies, assessments (special, general or in the aggregate, materially impair the continued ownership, use and operation otherwise) or bonds of the property to which they relate, (v) zoning, planning and other similar limitations and restrictions imposed by Governmental Entities to regulate any nature affecting any real property that are not violated owned 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 Subsidiariesportion thereof. All covenants, (vii) liens conditions, restrictions, easements and similar matters affecting a landlord’s interest in any real property leased to owned by the Company have been complied with by the Company. Neither this Agreement nor anything provided to be done under this Agreement violates or will violate 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 contract, document, understanding, agreement, arrangement or instrument affecting any real property owned by 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”)Company.

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 (a) Section 6.09(a) of the material tangible assets reflected on the Balance Sheet or acquired in the ordinary course Sellers Disclosure Schedule sets forth, as of business consistent with past practice since the date of this Agreement, an accurate description in all material respects of all real property owned in fee by the Balance SheetSellers and included in the Purchased Assets (“Owned Real Property”). With respect to the Owned Real Property, except those sold as set forth in Section 6.09(a) of the Sellers Disclosure Schedule: (i) except for Permitted Liens, Sellers have not leased or otherwise disposed 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 fair value since 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 Balance Sheet in Sellers have received no written notice of any pending condemnation proceeding and, to the ordinary course of business consistent with past practice. None Knowledge of the assets owned Sellers, no condemnation proceeding is threatened, which, in each case, would preclude 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 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 use, and occupation of the Owned Real Property and operation of the property to which they relateBusiness thereon, (v) zoningand each such permit and each other license or authorization is in good standing, planning valid and other similar limitations effective in accordance with its respective terms, and restrictions imposed by Governmental Entities to regulate any real property that Sellers are not violated by in default thereunder; (xi) to 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 Knowledge of the Company Sellers, Sellers have materially satisfied all conditions to any and all applicable site plan, subdivision or construction approvals obtained from any of its Subsidiaries, (vii) liens affecting a landlord’s interest in property leased Governmental or Regulatory Authority related to the Company Owned Real Property and (xii) Sellers have not posted any bonds or deposits with 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 Governmental or Regulatory Authority related to the existence of a non-disturbance agreement Owned Real Property, which remain outstanding with such Governmental 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”)Regulatory Authority.

Title to and Condition of Assets. The Company or one Each Acquired Entity is the legal and beneficial owner of its Subsidiaries and has good and valid marketable title to or a valid leasehold interest in all of its material tangible assetsowned properties and assets and in the case of property held under lease, license or any other contract, a valid and enforceable right to use said property, including all those assets and properties reflected in the Interim Financial Statements (other than those properties and assets disposed of by the material tangible assets reflected on the Balance Sheet or acquired applicable Acquired Entity since October 31, 2004, in the ordinary course of business consistent with past practice since the date of the Balance Sheet, except those sold or otherwise disposed of and for fair value since the date of the Balance Sheet value) in the ordinary course amounts and categories reflected therein, and to all properties and assets acquired by Acquired Entities after the respective dates thereof, free and clear of business consistent with past practice. None all mortgages, liens, pledges, charges, security interests, encumbrances or other third party interests of any nature whatsoever, except: (a) for the assets owned or leased by the Company or any Lien of its Subsidiaries is subject to any Encumbrance, other than (i) liens for current Taxes not yet due and payable and for or the amount or validity of 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 appropriate reserves have been established in accordance with GAAP, (ivb) Liens in the case favor of real propertyor which otherwise are owed to materialmen, any such matters properly filed workmen, carriers, warehousepersons or laborers not in excess of public record against the applicable real property that do not, individually or $100,000 in the aggregate, materially impair (c) zoning, entitlement, building and other land use regulations imposed by Governmental Entities having jurisdiction over any Real Estate which are not violated in any material respect by the continued ownership, current use and operation of the property to which they relateReal Estate, (vd) zoningdeposits or pledges made in connection with, planning or to secure payment of, worker's compensation, unemployment insurance, old age pension programs mandated under applicable Laws or Legislation or other social security provisions, (e) covenants, conditions, restrictions, easements, encumbrances and other similar limitations matters of record affecting title to but not adversely affecting current occupancy or use of the Real Estate in any material respect, (f) restrictions on the transfer of securities arising under federal and restrictions imposed by Governmental state securities Laws, (g) as reflected in the Financial Statements, (h) for other title exceptions or Liens disclosed and described in Schedule 3.10 or Schedule 3.20 hereto and (i) for such matters that have not had and would not be reasonably expected to have a Company Material Adverse Effect. Except as disclosed in Schedule 3.10, the properties and assets of Acquired Entities to regulate any real property that are not violated by utilized in the use and operation of such real propertytheir businesses (including all buildings) are in good operating condition and repair, (vi) ordinary wear and tear excepted, to the rights Knowledge of licensors and licensees under software licenses executed Acquired Entities, are usable in the ordinary course of businessits business and, (vii) liens contained except as disclosed in the organizational documents of the Company or any of its SubsidiariesSchedule 3.10, (vii) liens affecting a landlord’s interest conform in property leased all respects to the Company or any of its Subsidiaries so long as all applicable statutes, ordinances and regulations relating to their construction, use and operation, except for such liens do matters that have not breach had and would not be 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. The Company has (i) good, valid and marketable title to all personal property relating to its operations, business or one properties, which it purports to own, including, without limitation, Intellectual Property, as that term is defined in Section 4.11 hereto, and (ii) to the knowledge of the Company, good, valid and marketable leasehold estates to the leasehold premises described on Schedule 4.9. All such properties which the Company purports to own are held free and clear of all title defects and any liens, pledges, claims, charges, security interests or other encumbrances and are not, in the case of real property, subject to any rights of way, building or use restrictions, exceptions, variances, reservations or limitations of any nature whatsoever, except, with respect to all such properties, real and personal, (a) as set forth in Schedule 4.9, (b) liens for current taxes not yet due and assessments not in default and (c) other liens and encumbrances incidental to the conduct of its Subsidiaries has good and valid title to business or a valid leasehold interest in all the ownership of its material tangible assetsassets which were not incurred in connection with the borrowing of money or the obtaining of advances or credit and which do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business. There are no claims adverse or challenges to the title or ownership of any property which the Company purports to own. Except as disclosed on Schedule 4.9, all personal property and all buildings, structures and fixtures used by the Company in the conduct of its business are in good operating condition (subject to normal maintenance and repair) and the Company has not received any notice of any violation (which has not been cured) of any building, zoning or other law, ordinance or regulation in respect of such property or structures or its use thereof. Schedule 4.9 lists each lease (which term shall include subleases) of real property to which the Company is a party, true copies of which leases (including all amendments thereof and modifications thereto) have been delivered to the Investor prior to the date hereof. All such leases are valid and binding obligations of the Company and in full force and effect; there are no material tangible assets reflected on defaults by the Balance Sheet Company or, to the knowledge of the company, the lessors thereunder; and no event has occurred which (whether with or acquired without notice, lapse of time or both) would constitute a material default by the Company or, to the knowledge of the Company, the lessors thereunder. To the knowledge of the Company, no premises leased under any such lease are subject to any lien, encumbrance, easement, right of way, building or use restriction, exception, variance, reservation or limitation as might interfere with or impair the present and continued use thereof in the ordinary course of business consistent with past practice since the date usual and normal conduct of the Balance Sheet, except those sold or otherwise disposed of for fair value since the date business of the Balance Sheet Company. No party to any such lease has repudiated any provision thereof and there are no disputes, oral agreements or forbearance programs in effect as to any such lease. Except as disclosed on Schedule 4.9, all assets other than motor vehicles owned, used, or operated by the Company are located at premises listed on Schedule 4.9. Except as disclosed on Schedule 4.9, to the knowledge of the Company, there is no existing, proposed or contemplated, plan to modify or realign any street or highway or any existing, proposed or contemplated eminent domain proceeding that would result in the ordinary course taking of business consistent with past practice. None all or any part of the assets any real property owned or leased by the Company or any that would prevent or hinder the continued use 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 such real property as heretofore used in the ordinary course conduct of the business of the Company. Except as disclosed on Schedule 4.9, to the knowledge 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, there are no encroachments onto any such matters properly filed real property by any improvements on any adjoining property. To the knowledge of public record against the applicable Company, there are no encroachments onto any adjoining property by any improvements on such real property that do nothave an adverse impact on the present use of such adjoining property. There are no unpaid taxes, individually local improvement levies, assessments (special, general or in the aggregate, materially impair the continued ownership, use and operation otherwise) or bonds of the property to which they relate, (v) zoning, planning and other similar limitations and restrictions imposed by Governmental Entities to regulate any nature affecting any real property that are not violated owned 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 Subsidiariesportion thereof. All covenants, (vii) liens conditions, restrictions, easements and similar matters affecting a landlord’s interest in any real property leased to owned by the Company have been complied with by the Company. Neither this Agreement nor anything provided to be done under this Agreement violates or will violate 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 contract, document, understanding, agreement, arrangement or instrument affecting any real property owned by 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”)Company.

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.