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

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 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 business or the ownership of its assets 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 defaults by the Company or, to the knowledge of the Company, the lessors thereunder; and no event has occurred which (whether with or 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 usual and normal conduct of the business of the 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 taking of all or any part of any real property owned or leased by the Company or that would prevent or hinder the continued use of such real property as heretofore used in the conduct of the business of the Company. Except as disclosed on Schedule 4.9, to the knowledge of the Company there are no encroachments onto any such real property by any improvements on any adjoining property. To the knowledge of the Company there are no encroachments onto any adjoining property by any improvements on such real property that have an adverse impact on the present use of such adjoining property. There are no unpaid taxes, local improvement levies, assessments (special, general or otherwise) or bonds of any nature affecting any real property owned by the Company or any portion thereof. All covenants, conditions, restrictions, easements and similar matters affecting any real property 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 contract, document, understanding, agreement, arrangement or instrument affecting any real property owned by the Company.

Title to and Condition of Assets. The Company has (i) good, valid The Subsidiary has good and marketable legal and beneficial title to all of its personal property relating to its operationsand Assets (other than Licensed IP (including licensed software)), business or 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 any and all title defects Encumbrances and claims of any liensother Person other than Permitted Encumbrances and there is no agreement, pledges, claims, charges, security interests option or other encumbrances and are not, right or privilege outstanding in favour of any Person for the purchase from the Subsidiary of the Business or of any of its Assets. No tangible property owned by the Subsidiary is in the case possession of real propertya third party and the Subsidiary has no Assets on consignment. The execution, 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 delivery 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 business or the ownership of its assets 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 performance by the Company of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby will not result in the conduct creation or imposition of any Encumbrance other than Permitted Encumbrances on any Assets of the Subsidiary (other than to the extent imposed by or through the Purchaser). (ii) Other than its business Intellectual Property, the Subsidiary does not own any personal property or Assets with a realizable value of $10,000 (per individual item) or greater. (iii) The Assets and each item of tangible personal property of the Subsidiary, owned or leased, are structurally sound, are in good operating condition (subject and repair, are used, operated, maintained and function in accordance with their functional requirements in all material respects, and are adequate for the uses to normal which they are being put, and none of such Assets and other items of tangible personal property are in need of maintenance or repairs except for ordinary, routine maintenance and repair) and the Company has repairs that are not received any notice material in nature or cost. Each item of any violation (which has not been cured) of any building, zoning or other law, ordinance or regulation in respect of such tangible personal 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 defaults by the Company or, to the knowledge of the Company, the lessors thereunder; and no event has occurred which (whether with or 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 usual and normal conduct of the business of the 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 taking of all or any part of any real property Subsidiary currently owned or leased by the Company or that would prevent or hinder Subsidiary, together with all other Assets of the Subsidiary, are sufficient for the continued use of such real property as heretofore used in the conduct of the business Business after the Closing in substantially the same manner as conducted before the Closing and constitute all of the Company. Except rights, property and Assets necessary to conduct the Business as disclosed on Schedule 4.9, to the knowledge of the Company there are no encroachments onto any such real property by any improvements on any adjoining property. To the knowledge of the Company there are no encroachments onto any adjoining property by any improvements on such real property that have an adverse impact on the present use of such adjoining property. There are no unpaid taxes, local improvement levies, assessments (special, general or otherwise) or bonds of any nature affecting any real property owned by the Company or any portion thereof. All covenants, conditions, restrictions, easements and similar matters affecting any real property 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 contract, document, understanding, agreement, arrangement or instrument affecting any real property owned by the Companycurrently conducted.

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 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 business or the ownership of its assets 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 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 defaults by the Company or, to the knowledge of the Company, the lessors thereunder; and no event has occurred which (whether with or 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 usual and normal conduct of the business of the 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 taking of all or any part of any real property owned or leased by the Company or that would prevent or hinder the continued use of such real property as heretofore used in the conduct of the business of the Company. Except as disclosed on Schedule 4.9, to the knowledge of the Company there are no encroachments onto any such real property by any improvements on any adjoining property. To the knowledge of the Company there are no encroachments onto any adjoining property by any improvements on such real property that have an adverse impact on the present use of such adjoining property. There are no unpaid taxes, local improvement levies, assessments (special, general or otherwise) or bonds of any nature affecting any real property owned by the Company or any portion thereof. All covenants, conditions, restrictions, easements and similar matters affecting any real property 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 contract, document, understanding, agreement, arrangement or instrument affecting any real property owned by the Company.

Title to and Condition of Assets. 3.1.5.1 The Company has Sellers have valid title to all of the Assets, free and clear of all liens, security interests, mortgages, deeds of trust, encumbrances, reservations, charges, equity, leases, licenses, encroachments, permits, easements, claims of any kind or character whatsoever, including inchoate, contingent or statutory, or restrictions or other title exceptions ("Liens"), other than those disclosed on SCHEDULE 3.1.5.1. 3.1.5.2 THE EQUIPMENT AND INVENTORY IS BEING TRANSFERRED TO THE PURCHASERS ON AN AS IS, WHERE IS BASIS. 3.1.5.3 The Sellers have valid leasehold interests in the Leased Property, free and clear of all Liens. To the Knowledge of the Sellers, the Leased Property and the operation of each Seller's business on any portion thereof is, and, when leased by the Purchasers immediately after Closing, will be (i) goodin compliance with applicable Laws, valid including without limitation zoning and marketable title to all personal property relating to its operationsland use Laws, business building and fire codes, and fire insurance rating associations, having jurisdiction over the Assets, Business or properties, which it purports to own, including, without limitation, Intellectual any Leased 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, not subject to any other leases, tenancies or rights of waypersons in possession, building except for the Leases. No Seller and, to the Knowledge of the Sellers, no landlord 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 other third party is in default under any of the Leases. 3.1.5.4 To the Knowledge of the Sellers, the Sellers possess and are in compliance with all material licenses, permits, authorizations and approvals, easements and rights of way (cincluding any conditional use permits, certificates of occupancy, and any certificates, licenses and permits relating to zoning, building, housing, safety, Environmental Laws, fire or health) other liens and encumbrances incidental to required from any Governmental Authorities having jurisdiction over the conduct of its business Assets or the ownership of its assets 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 Business necessary for the use thereof in of the Assets and the operation of its businessthe Business (the "Licenses"). There are no claims adverse or challenges to To the title or ownership Knowledge of any property which the Company purports to own. Except as disclosed on Schedule 4.9Sellers, all personal property and all buildings, structures and fixtures used by of the Company in the conduct of its business Licenses 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 buildingstanding, 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; , except for deficiencies in Licenses that, in the aggregate, would not have a material adverse effect on the Business. To the Knowledge of the Sellers, all Licenses material to the Business are listed on SCHEDULE 3.1.5.4. 3.1.5.5 Except as set forth on SCHEDULE 3.1.5.5, to the Knowledge of the Sellers, there is no action, suit, proceeding, investigation or litigation pending or threatened that (i) arises out of the ownership or use of any of the Assets or any of the Leased Property, (ii) will materially and detrimentally affect the use or operation of any of the Assets or any of the Leased Property or the value of any of the Assets or Leased Property or the Business, or (iii) will adversely affect the ability of any Seller to perform its obligations under this Agreement. There are no material defaults by the Company condemnation proceedings pending or, to the knowledge Knowledge of the CompanySellers, threatened in respect of any of the lessors thereunder; Leased Property. The Sellers agree and no event has occurred which (whether with or without notice, lapse acknowledge that all liabilities arising from the matters listed on SCHEDULE 3.1.5.5 shall be liabilities of time or both) would constitute a material default the Sellers and shall not be assumed 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 usual and normal conduct of the business of the 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 taking of all or any part of any real property owned or leased by the Company or that would prevent or hinder the continued use of such real property as heretofore used in the conduct of the business of the Company. Except as disclosed on Schedule 4.9, to the knowledge of the Company there are no encroachments onto any such real property by any improvements on any adjoining property. To the knowledge of the Company there are no encroachments onto any adjoining property by any improvements on such real property that have an adverse impact on the present use of such adjoining property. There are no unpaid taxes, local improvement levies, assessments (special, general or otherwise) or bonds of any nature affecting any real property owned by the Company or any portion thereof. All covenants, conditions, restrictions, easements and similar matters affecting any real property 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 contract, document, understanding, agreement, arrangement or instrument affecting any real property owned by the CompanyPurchasers.

Title to and Condition of Assets. The Company Corporation is the lawful owner of and has (i) good, valid good and marketable title to (or valid and enforceable leasehold, license or similar interests in) all personal property relating of the properties and assets necessary to or used in the conduct of its operationsbusinesses, including without limitation those assets and properties reflected in the Financial Statements (other than those properties and assets disposed of since December 31, 2000 or June 1, 2001, respectively, in the ordinary course of business or properties, which it purports to own, including, without limitation, Intellectual Property, as that term is defined and for fair value) in Section 4.11 heretothe amounts and categories reflected therein, and (ii) to all properties and assets acquired by the knowledge of Corporation after the Companyrespective dates thereof, 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 mortgages, liens, pledges, claims, charges, security interests interests, encumbrances, claims 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 third party interests of any nature whatsoeverwhatsoever ("Encumbrances"), except, with respect to all such properties, real and personal, except for: (a) as set forth in Schedule 4.9, (b) liens for the lien of current taxes not yet due and assessments payable; (b) mechanics', carriers', workmen's, repairmen's or other like liens arising or incurred in the ordinary course of business, which are not due and payable or which may thereafter be paid without penalty or are being contested in default and good faith by appropriate proceedings; (c) easements, covenants, rights of way and other liens encumbrances or restrictions of record; (d) zoning and encumbrances incidental to the conduct other similar restrictions; (e) unrecorded easements, covenants, rights of its business way or the ownership of its assets which were not incurred in connection with the borrowing of money or the obtaining of advances or credit and other restrictions which do not in the aggregate materially detract from the value of its assets or materially impair the value or use thereof in of the operation property to which they relate; or (f) as disclosed on SCHEDULE 4.11, none of its business. There are no claims adverse which materially impair the value or challenges use of the property to the title or ownership of any property which the Company purports to ownthey relate. Except as disclosed on Schedule 4.9in SCHEDULE 4.11, all tangible personal property properties and all buildings, structures and fixtures used by the Company in improvements to leased real properties of the conduct of its business Corporation are in good operating condition (subject to normal maintenance and repair) , ordinary wear and the Company has not received any notice of any violation (which has not been cured) of any buildingtear excepted, 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 defaults by the Company or, to the knowledge of the Company, the lessors thereunder; and no event has occurred which (whether with or 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 useable in the usual ordinary course of business and normal conduct of the business of the Company. No party conform in all material respects to any such lease has repudiated any provision thereof all applicable statutes, ordinances and there are no disputesregulations relating to their construction, 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 taking of all or any part of any real property owned or leased by the Company or that would prevent or hinder the continued use of such real property as heretofore used in the conduct of the business of the Company. Except as disclosed on Schedule 4.9, to the knowledge of the Company there are no encroachments onto any such real property by any improvements on any adjoining property. To the knowledge of the Company there are no encroachments onto any adjoining property by any improvements on such real property that have an adverse impact on the present use of such adjoining property. There are no unpaid taxes, local improvement levies, assessments (special, general or otherwise) or bonds of any nature affecting any real property owned by the Company or any portion thereof. All covenants, conditions, restrictions, easements and similar matters affecting any real property 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 contract, document, understanding, agreement, arrangement or instrument affecting any real property owned by the Companyoperation.

Title to and Condition of Assets. The Company Each Acquired Entity is the legal and beneficial owner of and has (i) good, valid good and marketable title to all personal of its owned properties and assets and in the case of property relating held under lease, license or any other contract, a valid and enforceable right to its operationsuse said property, including those assets and properties reflected in the Interim Financial Statements (other than those properties and assets disposed of by the applicable Acquired Entity since October 31, 2004, in the ordinary course of business or properties, which it purports to own, including, without limitation, Intellectual Property, as that term is defined and for fair value) in Section 4.11 heretothe amounts and categories reflected therein, and (ii) to all properties and assets acquired by Acquired Entities after the knowledge of the Companyrespective dates thereof, 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 mortgages, liens, pledges, claims, charges, security interests interests, encumbrances 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 third party interests of any nature whatsoever, except, with respect to all such properties, real and personal, : (a) as set forth for the Lien of current Taxes not yet due and payable or the amount or validity of which is being contested in Schedule 4.9good faith by appropriate proceedings and for which appropriate reserves have been established in accordance with GAAP, (b) liens for current taxes not yet due and assessments Liens in favor of or which otherwise are owed to materialmen, workmen, carriers, warehousepersons or laborers not in default and excess of $100,000 in the aggregate, (c) zoning, entitlement, building and other liens land use regulations imposed by Governmental Entities having jurisdiction over any Real Estate which are not violated in any material respect by the current use and encumbrances incidental to operation of the conduct of its business Real Estate, (d) deposits or the ownership of its assets which were not incurred pledges made in connection with the borrowing of money with, or the obtaining of advances to secure payment of, worker's compensation, unemployment insurance, old age pension programs mandated under applicable Laws 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 Legislation or other lawsocial security provisions, ordinance or regulation in respect of such property or structures or its use thereof. Schedule 4.9 lists each lease (which term shall include subleasese) 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 defaults by the Company or, to the knowledge of the Company, the lessors thereunder; and no event has occurred which (whether with or 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 usual and normal conduct of the business of the 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 taking of all or any part of any real property owned or leased by the Company or that would prevent or hinder the continued use of such real property as heretofore used in the conduct of the business of the Company. Except as disclosed on Schedule 4.9, to the knowledge of the Company there are no encroachments onto any such real property by any improvements on any adjoining property. To the knowledge of the Company there are no encroachments onto any adjoining property by any improvements on such real property that have an adverse impact on the present use of such adjoining property. There are no unpaid taxes, local improvement levies, assessments (special, general or otherwise) or bonds of any nature affecting any real property owned by the Company or any portion thereof. All covenants, conditions, restrictions, easements easements, encumbrances and other similar matters of record affecting title to but not adversely affecting current occupancy or use of the Real Estate in any real property owned by material respect, (f) restrictions on the transfer of securities arising under federal and 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 utilized in the operation of their businesses (including all buildings) are in good operating condition and repair, ordinary wear and tear excepted, to the Knowledge of Acquired Entities, are usable in the ordinary course of its business and, except as disclosed in Schedule 3.10, conform in all respects to all applicable statutes, ordinances and regulations relating to their construction, use and operation, except for such matters that have been complied with by the Company. Neither this Agreement nor anything provided not had and would not be reasonably expected to be done under this Agreement violates or will violate any contract, document, understanding, agreement, arrangement or instrument affecting any real property owned by the Companyhave a Company Material Adverse Effect.

Title to and Condition of Assets. (a) The Company and/or each Subsidiary has good and valid title to all of its respective tangible properties, and interests in tangible properties and assets, real and personal, reflected on the Balance Sheet or acquired after the Balance Sheet Date (i) goodexcept such properties and assets, or interests in such properties and assets, sold or otherwise disposed of since the Balance Sheet Date in the ordinary course of business consistent with past practice), or, with respect to leased tangible properties and assets, including the Real Property Leases, valid and marketable title to leasehold interests in such properties and assets which afford the Company and/or each Subsidiary valid leasehold possession of the tangible properties and assets that are the subject of such leases, in each case, free and clear of all personal property relating to its operationsEncumbrances, business or except (i) Permitted Encumbrances, (ii) such non-monetary Encumbrances as do not and will not materially reduce the value of the properties, which it purports to ownmaterially detract from or interfere with the use of the properties subject thereto or affected thereby, including, without limitation, Intellectual Property, as that term is defined in Section 4.11 heretoor otherwise materially impair business operations involving such properties, and (iiiii) liens securing indebtedness that is reflected on the Balance Sheet. The Company and/or its Subsidiaries are the sole legal and equitable owner of the Owned Real Property, and possesses good and marketable, indefeasible fee simple title thereto, free and clear of all Encumbrances other than Permitted Encumbrances. (b) In the twelve months prior to the date hereof, the Company and its Subsidiaries have not delayed or deferred any replenishment, maintenance or repair of any of its material facilities, surgical instruments, machinery, equipment, fixtures, vehicles, or other tangible properties in a manner which deviates materially from past practice. (c) Schedule 5.8(c) identifies each site of real property in which the Company and/or any Subsidiary leases, licenses, subleases, uses or occupies, or has the right to use or occupy, now or in the future (collectively, the “Leased Properties”), and sets forth the addresses for all Leased Properties. The Company has heretofore distributed to Acquiror’s counsel true, correct and complete copies of all written leases, licenses, subleases and other agreements, including all modifications, amendments, restatements and supplements thereto, with respect to the Leased Properties (collectively, the “Real Property Leases”). The occupation, possession and use of the Leased Properties by the Company and/or its Subsidiaries have not been disturbed and no claim has been asserted in writing or, to Company’s knowledge, threatened adverse to the rights of the Company and/or its Subsidiaries to the continued occupation, possession and use of the Leased Properties. No default by the Company or any of the Subsidiaries (or to the knowledge of the Company, good, valid and marketable leasehold estates to by the leasehold premises described on Schedule 4.9. All such properties which landlord) currently exists under any of 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) Real Property Leases except as set forth in on 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 business or the ownership of its assets 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 own5.8(c). Except as disclosed set forth on Schedule 4.95.8(c) , all personal property and all buildings, structures and fixtures used the consummation of the transactions contemplated by this Agreement do not require 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 consent of any violation (which has not been cured) of any building, zoning or other law, ordinance or regulation in respect Person under the Real Property Leases. (d) Schedule 5.8(d) identifies each site 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 defaults by the Company or, to the knowledge of the Company, the lessors thereunder; and no event has occurred which (whether with or 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 usual and normal conduct of the business of the 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 taking of all or any part of any real property owned or leased by the Company or that would prevent or hinder the continued use of such real property as heretofore used in the conduct of the business of the Company. Except as disclosed on Schedule 4.9, to the knowledge of the Company there are no encroachments onto any such real property by any improvements on any adjoining property. To the knowledge of the Company there are no encroachments onto any adjoining property by any improvements on such real property that have an adverse impact on the present use of such adjoining property. There are no unpaid taxes, local improvement levies, assessments (special, general or otherwise) or bonds of any nature affecting any real property owned by the Company and its Subsidiaries (collectively, the “Owned Real Properties”), and sets forth the addresses for all Owned Real Properties. Neither the Company nor any Subsidiary owns, or has in the past owned, any real property other than the Owned Real Property. There are no purchase options of any kind whereby any Person has acquired or will have any basis to assert any right to purchase any part or all of the Owned Real Properties. There is no pending or, to Company’s knowledge, threatened condemnation or similar proceeding affecting the whole or any portion thereofof the Owned Real Properties. All covenants, conditions, restrictions, easements and similar matters affecting any real property owned Requests received by the Company for any repairs, restorations or improvements to the Owned Real Properties and Facilities from any Governmental Authority or insurance company or provider have resulted in said items being completed or will lead to said items being completed in the ordinary course of business. No portion of the Owned Real Property has suffered any material damage by fire or other casualty which heretofore has not been repaired and restored. Except as set forth on Schedule 5.8(d), no Person other than the Company and/or any Subsidiary owns any improvement located on the Owned Real Properties. Neither the Company nor any Subsidiary have received any written notice of any violation or alleged violation of applicable legal Requirements with respect to the Company’s use of the Owned Real Properties that remains uncured. There are no material capital expenditures known to the Company or any Subsidiary to be required to be made in connection with the Owned Real Properties in order to comply with all applicable Legal Requirements. All requisite certificates of occupancy and other licenses, consents, permits or approvals required with respect to the Facilities and the occupancy and use thereof have been complied with by the Company. Neither this Agreement nor anything provided to be done under this Agreement violates or will violate any contract, document, understanding, agreement, arrangement or instrument affecting any real property owned by the Companyobtained and are currently in 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 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 business or the ownership of its assets 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 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 defaults by the Company or, to the knowledge of the Companycompany, the lessors thereunder; and no event has occurred which (whether with or 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 usual and normal conduct of the business of the 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 taking of all or any part of any real property owned or leased by the Company or that would prevent or hinder the continued use of such real property as heretofore used in the conduct of the business of the Company. Except as disclosed on Schedule 4.9, to the knowledge of the Company there are no encroachments onto any such real property by any improvements on any adjoining property. To the knowledge of the Company Company, there are no encroachments onto any adjoining property by any improvements on such real property that have an adverse impact on the present use of such adjoining property. There are no unpaid taxes, local improvement levies, assessments (special, general or otherwise) or bonds of any nature affecting any real property owned by the Company or any portion thereof. All covenants, conditions, restrictions, easements and similar matters affecting any real property 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 contract, document, understanding, agreement, arrangement or instrument affecting any real property owned by the Company.

Title to and Condition of Assets. (a) The Company has (i) and its Subsidiaries have good, valid and marketable title title, or a valid leasehold interest, as applicable, to all personal property relating to its operationsof their Assets, business including all properties and assets reflected in the Interim Balance Sheet and not sold, retired or propertiesotherwise disposed of since the date thereof in the Ordinary Course of Business, 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 Liens except for Permitted Liens and any liensexcept for the Liens listed in Section 3.4(a)(i) of the Disclosure Schedules, pledges, claims, charges, security interests all of which will be discharged on or other encumbrances and are not, in before 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) Closing. Except as set forth in Schedule 4.9Section 3.4(a)(ii) of the Disclosure Schedules, (b) liens for current taxes not yet due the Assets include all rights, assets and assessments not in default and (c) other liens and encumbrances incidental property necessary to the conduct of its business or the ownership of its assets 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 continued 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 Business by the Company and its Subsidiaries after the Closing 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 defaults by the Company or, to the knowledge of the Company, the lessors thereunder; and no event has occurred which (whether with or 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 usual and normal conduct of the business of the 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 manner operated by the Company are located at premises listed on Schedule 4.9and its Subsidiaries during the 12-month period preceding the date of this Agreement. Except as disclosed on Schedule 4.9No Person other than the Company and its Subsidiaries owns, leases, licenses or otherwise has any options or rights of any kind in or to the knowledge of Assets or 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 taking of all or any part of any real property Business. All Assets owned or leased by the Company or that would prevent or hinder the continued use of such real property as heretofore and its Subsidiaries and used in the conduct Business are in their possession and subject to their control or accessible through rights granted under the Site Leases and Tower Leases. (b) All buildings, structures (including tower structures), facilities, fixtures, equipment and other tangible Assets, including all network equipment, are in good working condition and repair, subject to normal wear and maintenance, are fit for their intended purposes, are usable in the Ordinary Course of Business, are located, to the Company’s Knowledge, such that they are not encroaching on the property or rights of any Person, and conform in all respects to any applicable Laws and Governmental Authorizations relating to their construction, use and operation. (c) Since December 31, 2004, each of the Company and its Subsidiaries has maintained and operated its Assets in the Ordinary Course of Business. (d) All of the assets, tangible or intangible, and rights of the Predecessor Companies relating to the roaming business have been properly assigned, transferred, contributed or otherwise granted to the Company, either directly or through a merger (though such rights and assets may have been assigned or distributed thereafter to one of the Company. Except as disclosed on Schedule 4.9, to the knowledge of the Company there are no encroachments onto any such real property by any improvements on any adjoining property. To the knowledge of the Company there are no encroachments onto any adjoining property by any improvements on such real property that have an adverse impact on the present use of such adjoining property. There are no unpaid taxes, local improvement levies, assessments (special, general ’s Subsidiaries or otherwise) otherwise sold or bonds of any nature affecting any real property owned transferred by the Company or any portion thereof. All covenants, conditions, restrictions, easements and similar matters affecting any real property owned by the Company have been complied with by one of the Company. Neither this Agreement nor anything provided to be done under this Agreement violates or will violate any contract, document, understanding, agreement, arrangement or instrument affecting any real property owned by the Company’s Subsidiaries).

Title to and Condition of Assets. The (a) All assets (including all intangible assets) owned, held or used by and all debts due to each JV Group Company has which are included in the Audited Accounts and the Management Accounts or have otherwise been represented as being the property of and due to each JV Group Company: (i) goodare legally and beneficially owned by it free from any Encumbrance; (ii) are in its possession or under its exclusive control; and (iii) are situated in its country of incorporation. (b) There is no Encumbrance on, valid over or affecting the whole or any part of the undertaking, assets or debts of any JV Group Company (including, where appropriate, its investment in its Subsidiaries or associated companies) and marketable there is no agreement or commitment to give or create any Encumbrance and no claim has been made by any person to be entitled to any Encumbrance and none of such undertaking, assets or debts are the subject of any factoring arrangement, hire-purchase, conditional sale or credit sale agreement. (c) Each JV Group Company able to prove title to all personal property relating to its operations, business or properties, which it purports to own, including, without limitation, Intellectual Property, as that term is defined in Section 4.11 hereto, and the assets owned by it. (iid) 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 business or the ownership of its assets 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 Each JV Group Company has not received any notice sum, property or benefit the payment or transfer of which is liable to be avoided, or which is liable to be recovered from it, under any violation rule or law and does not hold any sum, property or right as trustee or constructive trustee. (e) The assets owned by each JV Group Company comprise all the assets necessary to enable each JV Group Company to carry on its business fully and effectively in the ordinary course as carried on up to the present time and no such assets are used wholly Table of Contents or partly for any purpose other than its business. (f) All assets owned or used by each JV Group Company which are subject to a requirement of licensing or registration of ownership possession or use are duly licensed or registered in its sole name. (g) All assets owned or used by each JV Group Company of an insurable nature are, and have at all material times been, insured in amounts representing their full replacement or reinstatement value against fire and other risks normally insured against by persons carrying on the same type of business as that carried on by each JV Group Company. (h) Nothing has not been curedoccurred or is likely to occur in relation to an asset held by each JV Group Company, under a lease, whereby the rental payable has been, or is likely to be, increased. (i) All vehicles owned or used by each JV Group Company (including without limitation, company vehicles used by any of any buildingits employees) are registered in its sole name and are duly licensed and insured for all purposes for which they are used, zoning all registration documents relating thereto are in its possession, and all necessary goods vehicle operators’ licences are held by it. (j) The assets registers of each JV Group Company comprise a complete and accurate record of all plant, machinery, equipment and vehicles owned, held or other law, ordinance or regulation used by it and are capable of being reconciled in respect of each item with the book values of such property assets in its accounting records. (k) All plant, machinery, equipment and vehicles owned or structures or its use thereof. Schedule 4.9 lists used by each lease (which term shall include subleases) of real property JV Group Company are in good and safe repair and condition having regard to which the Company is a partytheir respective age, true copies of which leases (including all amendments thereof and modifications thereto) have been delivered to regularly and properly maintained and is in working order, and none is in a dangerous or (in the Parent prior to the date hereof. All such leases case of vehicles) unroadworthy condition or in need of renewal or replacement. (l) Maintenance contracts are valid and binding obligations of the Company and in full force and effect; there are no material defaults effect in respect of all assets of each JV Group Company which it is normal or prudent to have maintained by the Company or, independent or specialist contractors and in respect of all assets which it is obliged to the knowledge of the Company, the lessors thereunder; and no event has occurred which (whether with maintain or 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 repair under any such lease are subject to any lienhire purchase, encumbranceleasing, easementrental, right of way, building insurance or use restriction, exception, variance, reservation or limitation as might interfere with or impair the present and continued use thereof in the usual and normal conduct of the business of the 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 taking of all or any part of any real property owned or leased by the Company or that would prevent or hinder the continued use of such real property as heretofore used in the conduct of the business of the Company. Except as disclosed on Schedule 4.9, to the knowledge of the Company there are no encroachments onto any such real property by any improvements on any adjoining property. To the knowledge of the Company there are no encroachments onto any adjoining property by any improvements on such real property that have an adverse impact on the present use of such adjoining property. There are no unpaid taxes, local improvement levies, assessments (special, general or otherwise) or bonds of any nature affecting any real property owned by the Company or any portion thereof. All covenants, conditions, restrictions, easements and similar matters affecting any real property 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 contract, document, understanding, agreement, arrangement or instrument affecting any real property owned by the Company.

Title to and Condition of Assets. The Company (a) Section 5.6(a) of the Disclosure Schedule lists all material leases entered into by Seller relating to the Modesto Business or the Purchased Assets for any personal property to which Seller is a party as a lessee ("Leased Personal Property"), which leases are in full force and effect, and binding on the parties thereto and neither Seller nor, to Seller's Knowledge, any other party to such leases is in breach of the provisions thereof. No default of Seller that has not been cured is outstanding nor, to Seller's Knowledge, has any event occurred which, with the giving of notice or the passage of time or both, would constitute a default of Seller thereunder. As of the date hereof, there is no pending or, to Seller's Knowledge, threatened action that would materially interfere with the quiet enjoyment of such leaseholds by Seller. (ib) good, Seller has good and valid and marketable title to and has the right to possession to all personal property relating to its operations, business or properties, which it purports to own, including, without limitation, Intellectual the Personal 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 any and all title defects and any mortgages, liens, pledges, claims, charges, security interests interests, licenses, options, rights of first refusal, rights of use, conditions, restrictions or other encumbrances and are notof any kind or character, whether or not relating to the extension of credit or the borrowing of money (collectively, "Liens"), except minor imperfections of title, none of which, individually or in the case aggregate, materially reduces the value of real propertyor impairs the use of the affected properties or impairs the operations of the Modesto Business or Liens that will be terminated prior to or as of the Closing Date ("Permitted Liens"). (c) Except with respect to the main computer operating systems utilized by the Modesto Business, subject to any rights the Purchased Assets constitute substantially all of waythe assets, building or use restrictionstangible and intangible, exceptions, variances, reservations or limitations of any nature whatsoever, except, with respect necessary 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 business or the ownership of its assets which were not incurred in connection with the borrowing of money or the obtaining of advances or credit and which do not operate Seller's Modesto Business 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 manner presently operated by the Company in the conduct of its business are Seller. (d) The Personal Property is in good repair and operating condition (subject to normal maintenance ordinary wear and repair) tear excepted), 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 is adequate and suitable for immediate 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 defaults by the Company or, to the knowledge of the Company, the lessors thereunder; and no event has occurred which (whether with or 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 usual and normal conduct ordinary course of the business of the 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 taking of all or any part of any real property owned or leased by the Company or that would prevent or hinder the continued use of such real property as heretofore used in the conduct of the business of the Company. Except as disclosed on Schedule 4.9, to the knowledge of the Company there are no encroachments onto any such real property by any improvements on any adjoining property. To the knowledge of the Company there are no encroachments onto any adjoining property by any improvements on such real property that have an adverse impact on the present use of such adjoining property. There are no unpaid taxes, local improvement levies, assessments (special, general or otherwise) or bonds of any nature affecting any real property owned by the Company or any portion thereof. All covenants, conditions, restrictions, easements and similar matters affecting any real property 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 contract, document, understanding, agreement, arrangement or instrument affecting any real property owned by the Companybusiness.

Title to and Condition of Assets. The Company has (a) (i) goodExcept as set forth on Schedule 5.11(a)(i), (A) Sellers have good title to and, in the case of leased or licensed assets, valid leasehold interests or licenses in, Sold Assets (other than the Sold Intellectual Property), and marketable (B) except as set forth on Schedule 5.09, Ferro has good title to all personal property relating to its operations, business or properties, which it purports to own, including, without limitation, the Sold Intellectual Property, as that term is defined in Section 4.11 heretoeach case free and clear of all Encumbrances except for Permitted Encumbrances, and (ii) to the actual knowledge of the Company, good, valid and marketable leasehold estates to the leasehold premises described Persons identified on Schedule 4.9. All such properties which 5.11(a)(ii), BASF (as defined below) has not asserted that it owns any of 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, Tolling Assets (as defined in the case BASF Agreement) under that certain expired Toll Manufacturing Agreement dated October 11, 2008 between Ferro Corporation and Novolyte Technologies, Inc. (as predecessor to BASF Corporation (“BASF”)) (the “BASF Agreement”) and (iii) notwithstanding any disclosure contained in any Disclosure Schedule, at no time during the twelve months following Closing will BASF make any claim that it owns any 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, the Tolling Assets. (ab) Except as set forth on Schedule 5.11(b), the Sold Equipment is in Schedule 4.9reasonable operating condition and repair, (b) liens ordinary wear and tear excepted, and is adequate for current taxes not yet due the uses to which it is being put, and assessments is not in default need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. All of the Sold Inventory is of a quality, quantity and condition useable or saleable in the ordinary course of business. (c) other liens and encumbrances incidental to Except as set forth on Schedule 5.11(c), the Sold Assets are sufficient for the continued conduct of its business or the ownership of its assets which were not incurred Polymer Additives Business by Buyer after the Closing in connection with substantially 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 same manner as disclosed on Schedule 4.9, all personal property and all buildings, structures and fixtures used conducted 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 Sellers prior to the date hereof. All such leases are valid Closing and binding obligations constitute all of the Company rights, property and in full force and effect; there are no material defaults by assets necessary to conduct the Company or, to the knowledge of the Company, the lessors thereunder; and no event has occurred which (whether with or 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 Polymer Additives Business as might interfere with or impair the present and continued use thereof in the usual and normal conduct of the business of the 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 taking of all or any part of any real property owned or leased by the Company or that would prevent or hinder the continued use of such real property as heretofore used in the conduct of the business of the Company. Except as disclosed on Schedule 4.9, to the knowledge of the Company there are no encroachments onto any such real property by any improvements on any adjoining property. To the knowledge of the Company there are no encroachments onto any adjoining property by any improvements on such real property that have an adverse impact on the present use of such adjoining property. There are no unpaid taxes, local improvement levies, assessments (special, general or otherwise) or bonds of any nature affecting any real property owned by the Company or any portion thereof. All covenants, conditions, restrictions, easements and similar matters affecting any real property 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 contract, document, understanding, agreement, arrangement or instrument affecting any real property owned by the Companycurrently conducted.

Title to and Condition of Assets. (a) The Company has (i) and the Company Subsidiaries have good, valid and marketable title to all personal property relating to its operationsof their Assets (as defined at Section 2.1.12(c)), business or 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, pledgesencumbrances, claims, charges, security interests or other encumbrances restrictions ("Liens") that would preclude their current use, except: (i) liens of current taxes and are notassessments not yet delinquent, (ii) liens imposed by law and incurred in the case ordinary course 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 business for current taxes obligations not yet due to materialmen, warehousemen, landlords and assessments not in default the like, and (ciii) other liens and encumbrances incidental to described in Schedule 2.1.12 of the conduct Company Disclosure Schedule (each of its business or the ownership of its assets which were not incurred in connection with the borrowing of money or the obtaining of advances or credit and which do not foregoing, "Permitted Liens"). Nothing in the aggregate materially detract from foregoing is to be construed as a representation of non-infringement, it being the value intent of its assets or materially impair the use thereof in parties that 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 only representation of the Company and Shareholders as to non-infringement is contained at Section 2.1.15. (b) The Fixed Assets (as defined at Section 2.1.12(c)) are adequate for the uses to which they are being put, are in full force all material respects in a good and effect; there safe condition and repair (ordinary wear and tear excepted) and are no material defaults by adequate for the Company or, to the knowledge of the Company, the lessors thereunder; and no event has occurred which (whether with or 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 usual and normal conduct of the business businesses of the Company. No party to any such lease has repudiated any provision thereof Company 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 Subsidiaries in the manner in which such businesses are located at premises listed on Schedule 4.9. Except as disclosed on Schedule 4.9, to the knowledge currently being conducted. (c) For purposes of this Agreement: (i) "Assets" shall mean all 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 taking of all or any part of any real property properties and assets owned or leased by the Company or that would prevent the Company Subsidiaries, except for the Owned Properties (as defined at Section 2.1.13(a)) and the Leased Properties (as defined at Section 2.1.13(b) ), whether personal or hinder mixed, tangible or intangible, wherever located; and (ii) "Fixed Assets" shall mean all vehicles, machinery, equipment, tools, supplies, leasehold improvements, furniture, fixtures, and other tangible assets used by or located on the continued use of such real property as heretofore used in the conduct of the business premises of the Company. Except as disclosed on Schedule 4.9, to set forth in the knowledge of the Company there are no encroachments onto any such real property by any improvements on any adjoining property. To the knowledge of the Company there are no encroachments onto any adjoining property by any improvements on such real property that have an adverse impact on the present use of such adjoining property. There are no unpaid taxesCurrent Balance Sheet, local improvement levies, assessments (special, general or otherwise) or bonds of any nature affecting any real property owned acquired by the Company or any portion thereof. All covenants, conditions, restrictions, easements and similar matters affecting any real property owned by a Company Subsidiary since the Company have been complied with by date of the Company. Neither this Agreement nor anything provided to be done under this Agreement violates or will violate any contract, document, understanding, agreement, arrangement or instrument affecting any real property owned by the CompanyCurrent Balance Sheet.

Title to and Condition of Assets. The (a) Schedule 4.14 identifies all of the rights and interests in real property and leasehold estates owned by the Company and the Company Subsidiary as of the date hereof, and the nature and amount of their respective interests therein. Except as noted on Schedule 4.14(a), each of the Company and the Company Subsidiary has (i) valid, subsisting and enforceable leases to all leasehold estates identified and reflected on Schedule 4.14, and (ii) either good, valid and marketable title or valid rights as lessee to all personal other property relating to its operations, business of any kind or 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 nature owned or used by the Company purports to own are held and the Company Subsidiary in the Business, in each case free and clear of all title defects and any liensLiens, 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 business or the ownership of its assets 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 businessexcept Permitted Liens. 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 Each of the Company and in full force the Company Subsidiary, as the case may be, as lessee has the right under valid leases to occupy, use, possess and effect; there are no material defaults control all property leased by the Company or the Company Subsidiary as now occupied, used, possessed and controlled. Neither the Company nor the Company Subsidiary owns or leases any property or asset the use of which is made available to other Persons other than any use of the name “Xxxxxx” and/or logos. (b) Each lease or agreement under which the Company or the Company Subsidiary is a lessee or lessor of any property, real or personal, is a valid and binding agreement of the Company or the Company Subsidiary and no event has occurred and is continuing which, with or without notice or lapse of time would constitute a default or event of default by the Company or the Company Subsidiary under any such lease or agreement or, to the knowledge of the CompanySeller, the lessors thereunder; and no event has occurred which (whether with or 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 usual and normal conduct of the business of the Company. No other 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 leasethereto. Except as disclosed set forth on Schedule 4.94.14(b), each Lease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms immediately following the consummation of the Transaction. (c) The tangible assets of the Company and the Company Subsidiary (i) constitute all of the material tangible assets used in the Business, (ii) are in satisfactory operating condition and repair, normal wear and tear excepted, (iii) are usable in the ordinary course of business, (iv) are adequate and suitable for the uses to which they are being put, and (v) conform in all material respects to all applicable Laws relating to their construction, use and operation. None of the premises or equipment of the Company and the Company Subsidiary is in need of maintenance or repair other than motor vehicles ownedordinary, usedroutine maintenance and repairs which are not material, individually or operated by in the Company are located at premises listed on Schedule 4.9aggregate, in nature or cost. Except as disclosed noted on Schedule 4.94.14(c), 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 taking of all or any part of any real property owned or leased by the Company or that would prevent or hinder the continued use of such real property as heretofore used in the conduct of the business of the Company. Except as disclosed on Schedule 4.9, to the knowledge each of the Company there are no encroachments onto any such real property by any improvements on any adjoining property. To the knowledge of and the Company there are no encroachments onto any adjoining property by any improvements on such real property that have an adverse impact on the present use Subsidiary has good and marketable title to, and all rights necessary to utilize its properties and assets, free and clear of such adjoining property. There are no unpaid taxes, local improvement levies, assessments (special, general or otherwise) or bonds of any nature affecting any real property owned by the Company or any portion thereof. All covenants, conditions, restrictions, easements and similar matters affecting any real property 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 contract, document, understanding, agreement, arrangement or instrument affecting any real property owned by the Companyall Liens except Permitted Liens.