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

Title to and Condition of Properties. (a) The Company owns or holds under valid leases all real property and all properties, assets and equipment necessary for the conduct of the business of the Company as presently conducted, except where the failure to own or hold such real property, properties, assets and equipment would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (b) Except as set forth in the Company SEC Documents filed prior to the date hereof, the Company or one of its Subsidiaries holds good and marketable fee title to all real property and interests in real property owned in fee by the Company or its Subsidiaries (the "OWNED REAL PROPERTY"), free and clear of any liens, mortgages, easements, rights-of-way, licenses, use restrictions, claims, charges, options, title defects or encumbrances of any nature whatsoever, except for the Permitted Encumbrances. All aspects of the Owned Real Property are in compliance in all material respects with any and all restrictions and other provisions included in the Permitted Encumbrances, and there are no matters that create, or that with notice or the passage of time would create, a default under any of the documents evidencing the Permitted Encumbrances. As used herein, the term "PERMITTED ENCUMBRANCES" means (i) liens for Taxes not yet due and payable or that are being contested in good faith and by appropriate proceedings; (ii) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like liens arising in the ordinary course of business that are less than $10,000 in amount; or (iii) easements, rights-of-way, encroachments, restrictions, conditions and other similar encumbrances of record or incurred or suffered in the ordinary course of business and that, individually or in the aggregate, (A) are not substantial in amount in relation to the applicable Owned Real Property; and (B) do not materially detract from the use, utility or value of the applicable Owned Real Property or otherwise materially impair the Company's present business operations at such location.

Title to and Condition of Properties. (a) The Company owns or holds under valid leases PharMerica and its Subsidiaries have good title to all of the real property and all propertiespersonal property reflected on PharMerica's September 30, assets and equipment necessary 1998 unaudited consolidated balance sheet contained in PharMerica's Quarterly Report on Form 10-Q for the conduct of quarter ended September 30, 1998 filed with the business of the Company as presently conducted, except where the failure to own or hold such real property, properties, assets and equipment would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (b) Except as set forth in the Company SEC Documents filed prior to the date hereof, the Company or one of its Subsidiaries holds good and marketable fee title to all real property and interests in real property owned in fee by the Company or its Subsidiaries (the "OWNED REAL PROPERTYPharMerica Balance Sheet"), free and clear of any liens, mortgages, easements, rights-of-way, licenses, use restrictions, claims, charges, options, title defects or encumbrances of any nature whatsoever, except for the Permitted Encumbrances. All aspects property since sold or otherwise disposed of the Owned Real Property are in compliance in all material respects with any and all restrictions and other provisions included in the Permitted Encumbrances, and there are no matters that create, or that with notice or the passage of time would create, a default under any of the documents evidencing the Permitted Encumbrances. As used herein, the term "PERMITTED ENCUMBRANCES" means (i) liens for Taxes not yet due and payable or that are being contested in good faith and by appropriate proceedings; (ii) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like liens arising in the ordinary course of business that are less than $10,000 in amount; or (iii) easements, rights-of-way, encroachments, restrictions, conditions and other similar encumbrances of record or incurred or suffered in the ordinary course of business and thatconsistent with past practice and except for defects of title which are not material to PharMerica and its Subsidiaries taken as a whole. Neither PharMerica nor any of its Subsidiaries owns any material real property. No real or personal property owned or leased by PharMerica or any of its Subsidiaries is subject to claims, liens or other encumbrances of any kind or character, including, without limitation, mortgages, pledges, liens, conditional sale agreements, charges, security interests, easements, restrictive covenants, rights of way or options, except for (i) liens for taxes not yet delinquent or which are being contested in good faith by appropriate proceedings and in respect of which PharMerica or its appropriate Subsidiary has set aside on its books adequate reserves in accordance with generally accepted accounting principles; (ii) mechanics', carriers', workers', repairers', materialmen's, landlords' and other similar statutory or common law liens incurred in the ordinary course of business for obligations not yet delinquent or the validity of which is being contested in good faith by appropriate proceedings and in respect of which PharMerica or its appropriate Subsidiary has set aside on its books adequate reserves in accordance with generally accepted accounting principles; (iii) in the case of real property, easements, rights of way, restrictions, minor defects or irregularities in title that do not individually or in the aggregate, aggregate have a material adverse effect on the value or use of the real property encumbered thereby as currently used in the operation of the business of PharMerica or its Subsidiaries; (Aiv) are not substantial in amount in relation to the applicable Owned Real Property; and (B) do those which would not materially detract from interfere with the use, utility or value conduct of the applicable Owned Real Property business of PharMerica and its Subsidiaries (the encumbrances described in clauses (i) through (iv) of this sentence, collectively, the "PharMerica Permitted Encumbrances"); (v) those securing liabilities reflected in the PharMerica Balance Sheet; or otherwise materially impair (vi) those described in Section 3.18 of the Company's present business operations at such locationPharMerica Disclosure Statement.

Title to and Condition of Properties. Except as set forth Company Disclosure Schedule 4.10: (a) The Company owns or holds under valid leases all real property and all properties, assets and equipment necessary for the conduct of the business of the Company as presently conducted, except where the failure to own or hold such real property, properties, assets and equipment would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (b) Except as set forth in the Company SEC Documents filed prior title reports and/or policies previously delivered to Parent and Purchaser by posting in the date hereofData Room, the Company and each Company Subsidiary or one of its Subsidiaries holds the Trusts, as applicable, has, good and marketable fee title to in all real property of the properties and interests in real property assets (tangible and intangible) owned in fee by the Company or its Subsidiaries (a Company Subsidiary, as applicable, including, but not limited to, the "OWNED REAL PROPERTY")Resorts, all assets and properties held by the Trusts, and all Undeveloped Land, free and clear of any liens, mortgages, easements, rights-of-way, licenses, use restrictions, claims, charges, options, title defects or encumbrances of any nature whatsoeverall Liens, except for the Permitted Encumbrances. All aspects of the Owned Real Property are in compliance in all material respects with any and all restrictions and other provisions included in the Permitted Encumbrances, and there are no matters that create, or that with notice or the passage of time would create, a default under any of the documents evidencing the Permitted Encumbrances. As used herein, the term "PERMITTED ENCUMBRANCES" means (i) liens Liens for Taxes not yet due and payable or that are being contested in good faith and by appropriate proceedings; , (ii) carriers'Liens arising from municipal and zoning ordinances and easements for public utilities, warehousemen'snone of which interfere with the conduct of the Company’s or any Company Subsidiary’s business as currently conducted, mechanics'(iii) landlord’s, mechanic’s, materialmen's, repairmen's or other like liens ’s and similar Liens arising in the ordinary course Ordinary Course of business that are less than $10,000 in amount; or Business and (iiiiv) easements, rights-of-way, encroachments, restrictions, conditions and other similar encumbrances of record or incurred or suffered Liens arising in the ordinary course Ordinary Course of business and thatBusiness that do not, individually or in the aggregate, materially impair the continued use and operation of the specific properties and assets to which they relate (A) are not substantial in amount in relation collectively, the “Permitted Real Property Liens”). Other than pursuant to the terms of applicable Owned trust agreements and declarations (which have been made available to Parent and Purchaser by posting in the Data Room), none of the Company’s, any Company Subsidiary’s, or any Trust’s owned properties or assets are subject to any restrictions with respect to the transferability thereof. The Company and the Company Subsidiaries made available by posting in the Data Room title policies, conveyance deeds and other documentation used to convey and transfer fee title to the Resorts to the Trusts. The Company properly conveyed and transferred fee title of the trust inventory to the Trusts. (b) All material tangible assets (real and personal) owned or utilized by the Company or any Company Subsidiary are in good operating condition and repair (subject to normal wear and tear), except for such defects as would not reasonably be expected to have a Material Adverse Effect. (c) Company Disclosure Schedule 4.10(c) sets forth all real property owned, used or occupied by the Company, each Company Subsidiary, and each Trust (the “Real Property; and ”), including the nature of such interest in each Real Property. No material fact or condition exists that would prohibit or materially adversely affect (Bi) do not materially detract from the use, utility or value of the applicable Owned Real Property or (ii) current ordinary rights of access to and from, the Real Property from and to the existing nearby highways and roads, and there is no pending or, to the Knowledge of the Company, threatened restriction or denial, governmental or otherwise, upon such ingress and egress. No public improvements have been commenced and, to the Knowledge of the Company, none are planned that would be reasonably likely to result in special assessments against or otherwise materially impair adversely affect any Real Property. (d) Neither the whole nor any portion of the properties or assets owned by the Company's present business operations at , any Company Subsidiary, or any Trust is subject to any Order to be sold or is being condemned, expropriated or otherwise taken by any Governmental Entity with or without payment of compensation therefore. (e) The Company and the Company Subsidiaries have taken those actions that they believed were necessary or appropriate to maintain and protect all Intellectual Property Rights that it owns with respect to the ATLAS software application. Neither the Company nor any Company Subsidiaries has granted any license to Intellectual Property Rights pertaining to the ATLAS software application. The Company has made available to Parent correct and complete copies of all registrations, applications, licenses, agreements and permissions (as amended to date) pertaining to its Intellectual Property Rights in ATLAS software application and has made available to Parent correct and complete copies of all other written documentation evidencing ownership and prosecution (if applicable) of such locationIntellectual Property Rights. The Company or a Company Subsidiary, as applicable, acquired its entire and exclusive rights to the Intellectual Property Rights to the ATLAS software application either through the efforts of its own employees and agents and independent contractors, or pursuant to valid license, sublicense, permission or other agreements, complete copies of which have been made available to Parent (the “Intellectual Property License Agreements”). Except for the rights granted under the Intellectual Property License Agreements, the Company or a Company Subsidiary owns the entire right, title and interest in and to all of the Intellectual Property Rights to the ATLAS software application, free and clear of all Liens. There is no Litigation pending or, to the Knowledge of the Company, threatened, asserting the invalidity, misuse or unenforceability of any of the Intellectual Property Rights to the ATLAS software application. To the Company’s Knowledge, the Intellectual Property Rights to the ATLAS software application are subsisting and are not invalid or unenforceable, in whole or in part. (f) To the Knowledge of the Company, the ATLAS software application has not interfered with, infringed upon, misappropriated or otherwise come into conflict with any intellectual property, proprietary or other rights of third parties, and none of the Company or, to the Knowledge of the Company, any of the Company Subsidiaries or any of their respective directors or officers (or employees with responsibility for Intellectual Property matters) has received any charge, complaint, claim, demand or notice alleging any such interference, infringement, misappropriation or violation (including any claim that the Company or a Company Subsidiary must license or refrain from using any intellectual property rights of any third party). To the Knowledge of the Company, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any Intellectual Property Rights of the Company or any Company Subsidiary with respect to the ATLAS software application.

Title to and Condition of Properties. (a) The Company owns or holds under valid leases all real property and all properties, assets and equipment necessary for the conduct of the business of the Company as presently conducted, except where the failure to own or hold such real property, properties, assets and equipment would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (b) Except as set forth in Section 3.23 of the Company SEC Documents filed prior to the date hereofCBH Disclosure Statement, the Company or one of CBH and its Subsidiaries holds have good and marketable fee title to all of the real property and interests personal property reflected on CBH’s June 30, 2008 unaudited consolidated balance sheet contained in real property owned in fee by CBH’s Quarterly Report on Form 10-QSB for the Company or its Subsidiaries quarter ended June 30, 2008 filed with the SEC (the "OWNED REAL PROPERTY"“CBH Balance Sheet”), free and clear of any liens, mortgages, easements, rights-of-way, licenses, use restrictions, claims, charges, options, title defects or encumbrances of any nature whatsoever, except for the Permitted Encumbrances. All aspects property since sold or otherwise disposed of the Owned Real Property are in compliance in all material respects with any and all restrictions and other provisions included in the Permitted Encumbrances, and there are no matters that create, or that with notice or the passage of time would create, a default under any of the documents evidencing the Permitted Encumbrances. As used herein, the term "PERMITTED ENCUMBRANCES" means (i) liens for Taxes not yet due and payable or that are being contested in good faith and by appropriate proceedings; (ii) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like liens arising in the ordinary course of business that are less than $10,000 in amount; or (iii) easements, rights-of-way, encroachments, restrictions, conditions and other similar encumbrances of record or incurred or suffered in the ordinary course of business and thatconsistent with past practice and except for defects of title which are not material to CBH and its Subsidiaries taken as a whole. Except as set forth in Section 3.23 of the CBH Disclosure Statement, neither CBH nor any of its Subsidiaries owns any real property. No real or personal property owned or leased by CBH or any of its Subsidiaries is subject to claims, liens or other encumbrances of any kind or character, including, without limitation, mortgages, pledges, liens, conditional sale agreements, charges, security interests, easements, restrictive covenants, rights of way or options, except for (i) liens for taxes not yet delinquent or which are being contested in good faith by appropriate proceedings and in respect of which CBH or its appropriate Subsidiary has set aside on its books adequate reserves in accordance with generally accepted accounting principles; (ii) mechanics’, carriers’, workers’, repairers’, materialmen’s, landlords’ and other similar statutory or common law liens incurred in the ordinary course of business for obligations not yet delinquent or the validity of which is being contested in good faith by appropriate proceedings and in respect of which CBH or its appropriate Subsidiary has set aside on its books adequate reserves in accordance with generally accepted accounting principles; (iii) in the case of real property, easements, rights of way, restrictions, minor defects or irregularities in title that do not individually or in the aggregate, aggregate have a material adverse effect on the value or use of the real property encumbered thereby as currently used in the operation of the business of CBH or its Subsidiaries; (Aiv) are not substantial in amount in relation to the applicable Owned Real Property; and (B) do those which would not materially detract from interfere with the use, utility or value conduct of the applicable Owned Real Property business of CBH and its Subsidiaries (the encumbrances described in clauses (i) through (iv) of this sentence, collectively, the “CBH Permitted Encumbrances”); (v) those securing liabilities reflected in the CBH Balance Sheet; or otherwise materially impair (vi) those described in Section 3.23 of the Company's present business operations at such locationCBH Disclosure Statement.

Title to and Condition of Properties. (a) The Company owns or holds under valid leases Acquired Companies have good title to all of the real property and all propertiespersonal property reflected on the March 31, assets 2021 unaudited consolidated balance sheet of the Acquired Companies (the “Sen Lang Balance Sheet”), except for property since sold or otherwise disposed of in the ordinary course of business and equipment necessary consistent with past practice and except for defects of title which are not material to the Acquired Companies taken as a whole. Except as set forth on Section 3.17 of the Sen Lang Disclosure Schedule, no Acquired Company owns any real property. No real or tangible personal property owned or leased by any Acquired Company is subject to claims, liens or other encumbrances of any kind or character, including mortgages, pledges, liens, conditional sale agreements, charges, security interests, easements, restrictive covenants, rights of way or options, except for (i) Encumbrances for Taxes not yet delinquent or which are being contested in good faith by appropriate Action and in respect of which any Acquired Company has set aside on its books adequate reserves in accordance with generally accepted accounting principles; (ii) mechanics’, carriers’, workers’, repairers’, materialmen’s, landlords’ and other similar statutory or common law liens incurred in the ordinary course of business for obligations not yet delinquent or the validity of which is being contested in good faith by appropriate Action and in respect of which the appropriate Acquired Company has set aside on its books adequate reserves in accordance with generally accepted accounting principles; (iii) in the case of real property, easements, rights of way, restrictions, minor defects or irregularities in title that do not individually or in the aggregate have a material adverse effect on the value or use of the real property encumbered thereby as currently used in the operation of the business of the Acquired Companies; (iv) those which would not materially interfere with the conduct of the business of the Company as presently conducted, except where the failure to own or hold such real property, properties, assets and equipment would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (b) Except as set forth in the Company SEC Documents filed prior to the date hereof, the Company or one of its Subsidiaries holds good and marketable fee title to all real property and interests in real property owned in fee by the Company or its Subsidiaries Acquired Companies (the "OWNED REAL PROPERTY"), free and clear of any liens, mortgages, easements, rights-of-way, licenses, use restrictions, claims, charges, options, title defects or encumbrances of any nature whatsoever, except for the Permitted Encumbrances. All aspects of the Owned Real Property are described in compliance in all material respects with any and all restrictions and other provisions included in the Permitted Encumbrances, and there are no matters that create, or that with notice or the passage of time would create, a default under any of the documents evidencing the Permitted Encumbrances. As used herein, the term "PERMITTED ENCUMBRANCES" means clauses (i) liens for Taxes not yet due and payable or that are being contested in good faith and by appropriate proceedingsthrough (iv) of this sentence, collectively, the “Sen Lang Permitted Encumbrances”); (iiv) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like liens arising those securing liabilities reflected in the ordinary course of business that are less than $10,000 in amountSen Lang Balance Sheet; or (iiivi) easements, rights-of-way, encroachments, restrictions, conditions and other similar encumbrances of record or incurred or suffered those described in the ordinary course of business and that, individually or in the aggregate, (ASection 3.17(vi) are not substantial in amount in relation to the applicable Owned Real Property; and (B) do not materially detract from the use, utility or value of the applicable Owned Real Property or otherwise materially impair the Company's present business operations at such locationSen Lang Disclosure Schedule.

Title to and Condition of Properties. (a) The Company owns Except as set forth in ------------------------------------ Schedule 3.16-1, RDG has good, valid and marketable title to all of its assets of every kind, nature and description, tangible or holds under valid leases intangible, wherever located, which constitute all real of the property now used in and all properties, assets and equipment necessary for the conduct of the its business of the Company as presently conducted, except where the failure to own conducted (including without limitation all assets shown or hold such real property, properties, assets and equipment would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect reflected on the Company. (b) 1997 Financial Statements). Except as set forth in the Company SEC Documents filed prior to the date hereofSchedule 3.16-2, the Company or one of its Subsidiaries holds good and marketable fee title to all real property and interests in real property such assets are owned in fee by the Company or its Subsidiaries (the "OWNED REAL PROPERTY"), free and clear of any all mortgages, pledges, liens, mortgagessecurity interests, easements, rights-of-way, licenses, use restrictions, claims, charges, options, title defects or encumbrances and restrictions of any nature whatsoever, except including without limitation: (a) rights or claims of parties in possession; (b) easements or claims of easements; (c) encroachments, overlaps, boundary line or water drainage disputes or any other matters; (d) any lien or right to a lien for services, labor or material furnished; (e) special tax or other assessments; (f) options to purchase, leases, tenancies, or land contracts; (g) contracts, covenants, or reservations which restrict the Permitted Encumbrancesuse of such properties; and (h) violations of Environmental Laws and zoning, fire safety, building, and other laws, ordinances and regulations applicable to such properties. All aspects Notwithstanding any other provision of this Agreement to the contrary, the representation and warranty of the Owned Real Property Shareholders regarding the violations described in (h) of this paragraph is made to the best of each Shareholder's knowledge. To the best of each Shareholder's knowledge, the current uses of all such assets are in compliance with all federal, state, local or other governmental building, zoning, health, safety, platting, subdivision or other law, ordinance or regulation, or any applicable private restriction, and such uses are legal conforming uses. Except as set forth in Schedule 3.16-3, no financing statement under the Uniform Commercial Code or similar law naming RDG as debtor has been filed in any jurisdiction, and RDG is not a party to or bound under any agreement or legal obligation authorizing any party to file any such financing statement. Schedule 3.16-4 contains a complete and accurate legal description of all material respects with any of the real property owned or leased by RDG (organized by category). RDG owns or leases no other real property. Except as set forth in Schedule 3.16-5, all real property and structures and all restrictions machinery, equipment, and other provisions included tangible personal property owned, leased or used by RDG which are material to the operation of RDG's business, are suitable for the purpose or purposes for which they are being used (including, to the best of each Shareholder's knowledge, full compliance with all Applicable Laws relating to such use), and are in good condition and repair. To the best of each Shareholder's knowledge, there are no material structural defects in the Permitted Encumbrancesexterior walls or the interior bearing walls, the foundation or the roof of any building or other such structure owned or used by RDG, and the electrical, plumbing, heating systems, and air conditioning systems of all such structures are in good operating condition. To the best of each Shareholder's knowledge, no hazardous waste or toxic material has been disposed of, discharged on, or leaked from, or has otherwise contaminated, any real property owned, leased, or used by RDG. To the best of each Shareholder's knowledge, no hazardous waste or toxic material is stored upon or in any real property owned, leased, or used by RDG (including without limitation any underground storage tanks), except hazardous or infectious waste or toxic materials generated in the ordinary course of business. RDG has not received any notice of non-compliance or violations or threatened non-compliance or violations of any Environmental Laws relating to any real property owned, leased or used by RDG. Neither RDG (including all of its agents) nor any Shareholder has caused or permitted, and, to the best of each Shareholder's knowledge, no other party has caused or permitted, any hazardous waste or toxic material to be disposed of or discharged or leaked from, or otherwise contaminate any real property owned, leased or used by RDG. To the best of each Shareholder's knowledge, the utilities servicing the real properties owned or used by RDG are adequate to permit the continued operation of the business of RDG, and there are no matters that createpending or, or that with notice or the passage of time would create, a default under any of the documents evidencing the Permitted Encumbrances. As used herein, the term "PERMITTED ENCUMBRANCES" means (i) liens for Taxes not yet due and payable or that are being contested in good faith and by appropriate proceedings; (ii) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like liens arising in the ordinary course of business that are less than $10,000 in amount; or (iii) easements, rights-of-way, encroachments, restrictions, conditions and other similar encumbrances of record or incurred or suffered in the ordinary course of business and that, individually or in the aggregate, (A) are not substantial in amount in relation to the applicable Owned Real Property; and (B) do not materially detract from the usebest of each Shareholder's knowledge, threatened zoning, condemnation or eminent domain proceedings, building, utility or value of the applicable Owned Real Property other moratoria, or otherwise injunctions or court orders which would materially impair the Company's present business operations at affect such locationcontinued operation.

Title to and Condition of Properties. (a) The Company owns Except as set forth in ------------------------------------ Schedule 3.13-1, Seller has good, valid and marketable title to all of its owned assets of every kind, nature and description, tangible or holds under valid leases all real intangible, wherever located, which constitute owned property now used in and all properties, assets and equipment necessary for the conduct of the business of the Company Seller's Dental Business as presently conducted, except where the failure to own or hold such real property, properties, assets and equipment would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (b) . Except as set forth in the Company SEC Documents filed prior to the date hereofSchedule 3.13-2, the Company or one of its Subsidiaries holds good and marketable fee title to all real property and interests in real property such assets are owned in fee by the Company or its Subsidiaries (the "OWNED REAL PROPERTY"), free and clear of any all mortgages, pledges, liens, mortgagessecurity interests, easements, rights-of-way, licenses, use restrictions, claims, charges, options, title defects or encumbrances and restrictions of any nature whatsoever, except including without limitation: (a) rights or claims of parties in possession; (b) easements or claims of easements; (c) encroachments, overlaps, boundary line or water drainage disputes or any other matters; (d) any lien or right to a lien for services, labor or material furnished; (e) special tax or other assessments; (f) options to purchase, leases, tenancies, or land contracts; (g) contracts, covenants, or reservations which restrict the Permitted Encumbrancesuse of such properties; and (h) violations of Environmental Laws and zoning, fire safety, building, and other laws, ordinances and regulations applicable to such properties. All aspects The current uses of the Owned Real Property all such assets are in compliance with all private restrictions, and such uses are legal conforming uses. Except as set forth in Schedule 3.13-3, no financing statement under the Uniform Commercial Code or similar law naming Seller as debtor and including such assets as collateral has been filed in any jurisdiction, and Seller is not a party to or bound under any agreement or legal obligation authorizing any party to file any such financing statement. Schedule 3.13-4 contains a complete and accurate legal description of the real property on which the Seller Facilities are located, which constitute all material respects with any of the real property owned or leased by Seller and used for the provision of dental care in the conduct of Seller's Dental Business. Except as set forth in Schedule 3.13-5, all real property and structures and all restrictions machinery, equipment, and other provisions included tangible personal property used by Seller which are material to the operation of Seller's Dental Business, are suitable for the purpose or purposes for which they are being used (including full compliance with all Applicable Laws relating to such use), and are in good condition and repair. To the best of Seller's knowledge, there are no material structural defects in the Permitted Encumbrancesexterior walls or the interior bearing walls, the foundation or the roof of any building or other such structure used by Seller in the operation of Seller's Dental Business, and the electrical, plumbing, heating systems, and air conditioning systems of all such structures are in good operating condition. No hazardous waste or toxic material has been disposed of, discharged on, or leaked from, or has otherwise contaminated, any real property used by Seller for the provision of dental care in the operation of Seller's Dental Business. No hazardous waste or toxic material is stored upon or in any real property used by Seller for the provision of dental care in the operation of Seller's Dental Business (including without limitation any underground storage tanks), except hazardous or infectious waste or toxic materials generated in the ordinary course of business. Seller has not received any notice of non-compliance or violations or threatened non-compliance or violations of any Environmental Laws relating to any real property used by Seller for the provision of dental care in the operation of Seller's Dental Business. Neither Seller nor any of its agents has caused or permitted, and, to the best of Seller's knowledge, no other party has caused or permitted, any hazardous waste or toxic material to be disposed of or discharged or leaked from, or otherwise contaminate any real property used by Seller for the provision of dental care in the operation of Seller's Dental Business. The utilities servicing the real properties used by Seller for the provision of dental care in the operation of Seller's Dental Business are adequate to permit the continued operation of Seller's Dental Business, and there are no matters that createpending or, or that with notice or the passage of time would create, a default under any of the documents evidencing the Permitted Encumbrances. As used herein, the term "PERMITTED ENCUMBRANCES" means (i) liens for Taxes not yet due and payable or that are being contested in good faith and by appropriate proceedings; (ii) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like liens arising in the ordinary course of business that are less than $10,000 in amount; or (iii) easements, rights-of-way, encroachments, restrictions, conditions and other similar encumbrances of record or incurred or suffered in the ordinary course of business and that, individually or in the aggregate, (A) are not substantial in amount in relation to the applicable Owned Real Property; and (B) do not materially detract from the usebest of Seller's knowledge, threatened zoning, condemnation or eminent domain proceedings, building, utility or value of the applicable Owned Real Property other moratoria, or otherwise injunctions or court orders which would materially impair the Company's present business operations at affect such locationcontinued operation.

Title to and Condition of Properties. (a) The Company owns or holds under valid leases all real property and all properties, assets and equipment necessary for the conduct of the business of the Company as presently conducted, except where the failure to own or hold such real property, properties, assets and equipment would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. (b) Except as set forth in Section 4.14(b) to the Company SEC Documents filed prior to the date hereof, the Company or one Disclosure Schedule sets forth a complete and accurate list and description of its Subsidiaries holds good and marketable fee title to all real property and interests in real property owned in fee by the Company or its Subsidiaries (the "OWNED REAL PROPERTYOwned Real Property")) and the address thereof. Except as set forth in Section 4.14(b) to the Company Disclosure Schedule, the Company or one of its Subsidiaries holds good and marketable fee title to each of the Owned Real Property, free and clear of any liens, mortgages, easements, rights-of-way, licenses, use restrictions, claims, charges, options, title defects or encumbrances of any nature whatsoever, except for the Permitted Encumbrances. All aspects of the Owned Real Property are in compliance in all material respects with any and all restrictions and other provisions included in the Permitted Encumbrances, and there are no matters that create, or that with notice or the passage of time would create, a default under any of the documents evidencing the Permitted Encumbrances. As used herein, the term "PERMITTED ENCUMBRANCESPermitted Encumbrances" means (i) liens for Taxes not yet due and payable or that are being contested in good faith and by appropriate proceedings; (ii) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like liens arising in the ordinary course of business that are less than $10,000 in amount; or (iii) easements, rights-of-way, encroachments, restrictions, conditions and other similar encumbrances of record or incurred or suffered in the ordinary course of business and that, individually or in the aggregate, (A) are not substantial in amount in relation to the applicable Owned Real Property; and (B) do not materially detract from the use, utility or value of the applicable Owned Real Property or otherwise materially impair the Company's present business operations at such location.

Title to and Condition of Properties. (a) The Company owns or holds under SMG has good and valid leases title to all real property and all of its tangible properties, assets and equipment necessary for the conduct of the business of the Company as presently conducted, except where the failure to own or hold such real property, interests in properties, and assets that it purports to own, including all the tangible properties and equipment would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect assets reflected on the CompanyInterim Balance Sheet or acquired after March 31, 2011, free and clear of all Encumbrances. (b) Except The property and equipment of SMG that are used in the operations of the business of SMG are in good operating condition and repair, subject to normal wear and tear, all material property and equipment are reasonably adequate for the uses to which they are being put and have been maintained and serviced in accordance with all applicable Law. All properties used in the operations of SMG are reflected in the Interim Balance Sheet to the extent GAAP requires the same to be reflected, except for such properties as were acquired after the date thereof (each of which, if material to SMG or its business as currently conducted is set forth in on Section 4.15(b) of the Company SEC Documents filed prior to SMG Disclosure Schedule). (c) SMG does not own and has never owned any real property. Section 4.15(c) of the date hereof, the Company or one SMG Disclosure Schedule sets forth a true and complete list of its Subsidiaries holds good and marketable fee title to all real property and interests in real property owned in fee currently leased or subleased by the Company or its Subsidiaries from SMG or otherwise used or occupied by SMG (the "OWNED REAL PROPERTY"“Leased Real Property”), free including the name of the lessor, licensor, sublessor, master lessor and/or lessee. SMG has made available to Xxxxx.xxx and clear Subcorp true, correct and complete copies of any liensall leases, mortgageslease guaranties, easementssubleases, rights-of-way, licensesagreements for the leasing, use restrictionsor occupancy of, claimsor otherwise granting a right in or relating to the Leased Real Property, chargesincluding all amendments, options, title defects or encumbrances of any nature whatsoever, except for the Permitted Encumbrancesterminations and modifications thereof (“Lease Agreements”). All aspects of the Owned Real Property such Lease Agreements are valid and effective in compliance in all material respects accordance with any and all restrictions and other provisions included in the Permitted Encumbrancestheir respective terms, and there are no matters that createis not, under any of such Lease Agreements, any existing default, or that event of default (or event which with notice or the passage lapse of time time, or both, would createconstitute a default). SMG has not received any notice of a default, a default under alleged failure to perform, or any of the documents evidencing the Permitted Encumbrances. As used hereinoffset or counterclaim with respect to any such Lease Agreement, the term "PERMITTED ENCUMBRANCES" means (i) liens for Taxes which has not yet due been fully remedied and payable or that are being contested in good faith and by appropriate proceedings; (ii) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like liens arising in the ordinary course of business that are less than $10,000 in amount; or (iii) easements, rights-of-way, encroachments, restrictions, conditions and other similar encumbrances of record or incurred or suffered in the ordinary course of business and that, individually or in the aggregate, (A) are not substantial in amount in relation to the applicable Owned Real Property; and (B) do not materially detract from the use, utility or value of the applicable Owned Real Property or otherwise materially impair the Company's present business operations at such locationwithdrawn.

Title to and Condition of Properties. (a) The Company Tamarack owns good and marketable title to the properties and assets reflected on the December 31, 1997 Tamarack Balance Sheet or holds under valid acquired since the date thereof, free and clear of all liens and encumbrances, except for (A) liens for current taxes not yet due and payable, (B) liens described in Section 3.6 of the Tamarack Disclosure Schedule, (C) the properties subject to the leases all set forth in Section 3.9(a) of the Tamarack Disclosure Schedule, and (D) assets disposed of since December 31, 1997, in the ordinary course of business. (i) Tamarack does not own any real estate; (ii) the properties subject to the real property leases described in Section 3.9(b) of the Tamarack Disclosure Schedule constitute all of the real estate used or occupied by Tamarack (the "Tamarack Real Estate"), and (iii) Tamarack Real Estate has access, sufficient for the conduct of Tamarack's business, to public roads and to all propertiesutilities, including electricity, sanitary and storm sewer, potable water, natural gas and other utilities, used in the operations of Tamarack. (c) The real property leases described in Section 3.9(c) of the Tamarack Disclosure Schedule are in full force and effect, and Tamarack has a valid and existing leasehold interest under each such lease for the term set forth therein. Tamarack has delivered to SuperShuttle complete and accurate copies of each of the leases and none of such leases has been modified in any respect, except to the extent that such modifications are disclosed by the copies delivered to SuperShuttle. Tamarack is not in default, and no circumstances exist which could result in such default, under any of such leases, nor, to the knowledge of Tamarack, is any other party to any of such leases in default. (d) All of the buildings, machinery, equipment and other tangible assets and equipment necessary for the conduct of the Tamarack's business of the Company as presently conducted, except where the failure to own or hold such real property, properties, assets and equipment would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (b) Except as set forth in the Company SEC Documents filed prior to the date hereof, the Company or one of its Subsidiaries holds good and marketable fee title to all real property and interests in real property owned in fee by the Company or its Subsidiaries (the "OWNED REAL PROPERTY"), free and clear of any liens, mortgages, easements, rights-of-way, licenses, use restrictions, claims, charges, options, title defects or encumbrances of any nature whatsoever, except for the Permitted Encumbrances. All aspects of the Owned Real Property are in compliance in all material respects with any good condition and all restrictions repair, ordinary wear and other provisions included in the Permitted Encumbrancestear excepted, and there are no matters that create, or that with notice or the passage of time would create, a default under any of the documents evidencing the Permitted Encumbrances. As used herein, the term "PERMITTED ENCUMBRANCES" means (i) liens for Taxes not yet due and payable or that are being contested in good faith and by appropriate proceedings; (ii) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like liens arising usable in the ordinary course of business. A complete list of all items of machinery and equipment used in the business that are less than $10,000 in amount; of Tamarack is included as Section 3.9(d) of the Tamarack Disclosure Schedule. Tamarack owns or (iii) easementsleases under valid leases, rights-of-wayall buildings, encroachmentsmachinery, restrictions, conditions equipment and other similar encumbrances tangible assets necessary for the conduct of record or incurred or suffered its business. Tamarack has delivered to SuperShuttle complete and accurate copies of all equipment leases and such leases are listed in the ordinary course Tamarack Disclosure Schedule. None of business such equipment leases has been modified in any respect, except to the extent that such modifications are disclosed by the copies delivered to SuperShuttle. Tamarack is not in default, and thatno circumstances exist which could result in such default, individually under any of such equipment leases, nor, to the knowledge of Tamarack, is any other party to any of such equipment leases in default. (e) Tamarack is not in any material respect in violation of any applicable zoning ordinance or other law, regulation or requirement relating to the operation of any properties used in the aggregateoperation of its business, (A) are and Tamarack has not substantial in amount in relation to the applicable Owned Real Property; and (B) do not materially detract from the usereceived any notice of any such violation, utility or value of the applicable Owned Real Property existence of any condemnation proceeding with respect to any properties owned or otherwise materially impair the Company's present business operations at such locationleased by Tamarack.

Title to and Condition of Properties. (a) The Company Accurate owns good and marketable title to the properties and assets reflected on Accurate Financial Statements or holds under valid leases acquired since the date thereof, free and clear of all liens and encumbrances, except for (i) liens for current taxes not yet due and payable, and (ii) assets disposed of since December 31, 2003, in the ordinary course of business. (i) Accurate does not own any real estate; (ii) the properties subject to the real property leases provided to Gateway at or prior to Closing, constitute all of the real estate used or occupied by Accurate (the "Accurate Real Estate"), and (iii) Accurate Real Estate has access, sufficient for the conduct of Accurate's business, to public roads and to all propertiesutilities, including electricity, sanitary and storm sewer, potable water, natural gas and other utilities, used in the operations of Accurate. (c) The real property leases provided to Gateway at or prior to Closing , are in full force and effect, and Accurate has a valid and existing leasehold interest under each such lease for the term set forth therein. Accurate has delivered to Gateway complete and accurate copies of each of the leases and none of such leases has been modified in any respect, except to the extent that the copies delivered to Gateway disclose such modifications. Accurate is not in default, and no circumstances exist which could result in such default, under any of such leases, nor, to the knowledge of either Shareholder, is any other party to any of such leases in default. (d) All of the buildings, machinery, equipment and other tangible assets and equipment necessary for the conduct of the Accurate's business of the Company as presently conducted, except where the failure to own or hold such real property, properties, assets and equipment would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (b) Except as set forth in the Company SEC Documents filed prior to the date hereof, the Company or one of its Subsidiaries holds good and marketable fee title to all real property and interests in real property owned in fee by the Company or its Subsidiaries (the "OWNED REAL PROPERTY"), free and clear of any liens, mortgages, easements, rights-of-way, licenses, use restrictions, claims, charges, options, title defects or encumbrances of any nature whatsoever, except for the Permitted Encumbrances. All aspects of the Owned Real Property are in compliance in all material respects with any good condition and all restrictions repair, ordinary wear and other provisions included in the Permitted Encumbrancestear excepted, and there are no matters that create, or that with notice or the passage of time would create, a default under any of the documents evidencing the Permitted Encumbrances. As used herein, the term "PERMITTED ENCUMBRANCES" means (i) liens for Taxes not yet due and payable or that are being contested in good faith and by appropriate proceedings; (ii) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like liens arising usable in the ordinary course of business. A complete list of all items of machinery and equipment used in the business that are less than $10,000 in amount; of Accurate shall be provided to Gateway at or (iii) easementsprior to the Closing. Accurate owns or leases under valid leases, rights-of-wayall buildings, encroachmentsmachinery, restrictions, conditions equipment and other similar encumbrances tangible assets necessary for the conduct of record its business. At or incurred prior to the Closing, Accurate shall deliver to Gateway a complete and accurate copies of all equipment leases. None of such equipment leases has been modified in any respect, except to the extent that the copies disclose such modifications delivered to Gateway. Accurate is not in default, and no circumstances exist which could result in such default, under any of such equipment leases, nor, to the knowledge of the Shareholder, is any other party to any of such equipment leases in default. (e) Accurate is not in any material respect in violation of any applicable zoning ordinance or suffered other law, regulation or requirement relating to the operation of any properties used in the ordinary course operation of business its business, and thatAccurate has not received any notice of any such violation, individually or in the aggregate, (A) are not substantial in amount in relation to the applicable Owned Real Property; and (B) do not materially detract from the use, utility or value of the applicable Owned Real Property existence of any condemnation proceeding with respect to any properties owned or otherwise materially impair the Company's present business operations at such locationleased by Accurate.

Title to and Condition of Properties. (a) The Company owns and its Subsidiaries have good and valid title to all their material assets and properties, in each case free and clear of all Liens other than Liens permitted by Section 6.09(c)(A)-(F) hereof and (i) liens for taxes not yet due and payable, (ii) landlords' liens on fixtures and movable property located on premises leased by the Company or holds under valid leases all a Subsidiary in the ordinary course of business, (iii) purchase money security interests in real property or equipment hereafter acquired by the Company in the ordinary course of business, (iv) xxxxxxx'x, materialman's, warehouseman's and all similar Liens arising by Law for obligations not yet delinquent, (v) zoning and planning restrictions, easements, permits and other restrictions or limitations affecting the use of such properties that do not materially detract from the value or materially impair the use of such properties, assets and equipment (vi) minor imperfections of title, if any, not material in amount and not materially detracting from the value or materially impairing the use of the property subject thereto or materially impairing the operations or proposed operations of the Company and its Subsidiaries (the Liens described in clauses (i) and (vi) above being referred to herein as "Permitted Liens"). (b) The assets, properties, contracts and rights of the Company and its Subsidiaries include all of the assets, properties, contracts and rights reasonably necessary for the conduct of the business businesses of the Company and its Subsidiaries as presently now conducted, except where the failure to own or hold such real property, properties, assets . The Company and equipment would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (b) Except as set forth in the Company SEC Documents filed prior to the date hereof, the Company or one each of its Subsidiaries holds have maintained all of their material tangible assets in good and marketable fee title to normal operating condition, ordinary wear and tear excepted, and all real property and interests in real property owned in fee by the Company or its Subsidiaries (the "OWNED REAL PROPERTY")such material tangible assets are, free and clear of any liens, mortgages, easements, rights-of-way, licenses, use restrictions, claims, charges, options, title defects or encumbrances of any nature whatsoever, except for the Permitted Encumbrances. All aspects of the Owned Real Property are in compliance in all material respects with any respects, adequate and all restrictions and other provisions included in suitable for the Permitted Encumbrances, and there purposes for which they are no matters that create, or that with notice or the passage of time would create, a default under any of the documents evidencing the Permitted Encumbrances. As used herein, the term "PERMITTED ENCUMBRANCES" means (i) liens for Taxes not yet due and payable or that are being contested in good faith and by appropriate proceedings; (ii) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like liens arising in the ordinary course of business that are less than $10,000 in amount; or (iii) easements, rights-of-way, encroachments, restrictions, conditions and other similar encumbrances of record or incurred or suffered in the ordinary course of business and that, individually or in the aggregate, (A) are not substantial in amount in relation to the applicable Owned Real Property; and (B) do not materially detract from the use, utility or value of the applicable Owned Real Property or otherwise materially impair the Company's present business operations at such locationpresently used.

Title to and Condition of Properties. (a) The Company owns or holds under valid leases Seller has provided Buyer with a complete and correct list of all real property and formerly owned, leased, operated or controlled by ALNG or its predecessors in interest by virtue of merger or conversion. Schedule 4.14(a) lists all properties, assets and equipment necessary for the conduct of the business of the Company real property (i) to which ALNG has fee title; provided, as presently conducted, except where the failure to own or hold such real property, properties, assets and equipment would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (b) Except as set forth in the Company SEC Documents filed prior to the date hereof, the Company or one of its Subsidiaries holds good and marketable fee title to all real property referenced in item 2 of Schedule 4.14(a), ALNG owns whatever right, title and interests interest that was conveyed to ALNG pursuant to the document referenced in real property owned in fee by the Company or its Subsidiaries such item 2 of Schedule 4.14(a) (the "OWNED REAL PROPERTYFee Property"), (ii) that is leased or subleased by ALNG (the "Leased Property") or (iii) that ALNG has agreed (or has an option) to lease or sublease, or may be obligated to lease or sublease. ALNG is the sole legal and equitable owner of the leasehold interests in the Leased Property (including, without limitation, the leasehold interest pursuant to the Ground Lease from Providence Gas Company to ALNG dated March 31, 1999). The Fee Property is free and clear of any liensall Liens (including, mortgages, easementswithout limitation, rights-of-way, licenseseasements, use restrictionsexceptions, claimsencumbrances and other matters affecting title) arising by, charges, options, title defects through or encumbrances under ALNG or any of any nature whatsoeverits Affiliates, except for the Permitted Encumbrances. All aspects of the Owned Real Property are in compliance in all material respects with any and all restrictions and other provisions included in the Permitted Encumbrances(a) Liens listed on Schedule 4.14(a), and there are no matters that create, or that with notice or the passage of time would create, a default under any of the documents evidencing the Permitted Encumbrances. As used herein, the term "PERMITTED ENCUMBRANCES" means (ib) liens Liens for Taxes not yet due and payable or that are being contested in good faith and by appropriate proceedings; , and (iic) Liens of mechanics, materialmen, carriers', warehousemen's, mechanics', materialmen's, repairmen's and similar Liens arising by operation of Law that in each case secure payments not yet due or other like liens arising being contested in good faith by appropriate proceedings ("Permitted Liens"). The leasehold estates of ALNG in the ordinary course Leased Property are free and clear of business that are less than $10,000 in amount; or all Liens (iii) easementsincluding, without limitation, rights-of-way, encroachmentseasements, restrictionsexceptions, conditions encumbrances and other matters affecting title), except for Permitted Liens. (b) Other than ALNG, there are no other parties in possession of the Fee Property, the Leased Property, or any portion or portions thereof, and on the Closing Date the fee estate in the Fee Property and the leasehold estates in the Leased Property will be free and clear of any and all lessees, licensees, occupants or tenants except as set forth on Schedule 4.14(a). There are no pending or, to Seller's Knowledge, threatened condemnation, eminent domain or other Legal Proceedings affecting the Fee Property, the Leased Property, the Leased Improvements or any portion or portions thereof. Neither ALNG nor any of its Affiliates has received notice of any pending or threatened requests, applications or proceedings to alter or restrict any zoning or other use restrictions applicable to the Leased Property or the Leased Improvements that would interfere with the conduct of the business of ALNG or the ALNG Facility, in any material respect. Neither ALNG nor any of its Affiliates has received any notice from any Governmental Authority or other Person that the use and occupancy of the Leased Property as currently used and occupied, violates in any material respect any deed or easement restrictions or covenants, or applicable Law, including building codes, zoning, subdivision or other land use or similar encumbrances Laws. Except as set forth on Schedule 4.14(a), to the Knowledge of record Seller, all water, sewer, gas, electric, telephone, drainage and other utility equipment, facilities and services required by Law or incurred necessary for the operation of the ALNG Facility (as historically operated by ALNG) are installed and connected pursuant to valid Permits (to the extent Permits are required therefor) and no notice has been received by ALNG or suffered any of its Affiliates regarding the termination or material impairment of any such service. Access to the Leased Property is governed by that certain Agreement dated June 30, 1972 between Marquette Cement Manufacturing Company and Algonquin LNG, Inc., and Algonquin Gas Transmission Company. (c) The ALNG Facility is in operating condition and repair (ordinary wear and tear excepted) and has been reasonably maintained, except for any failure to maintain that would not reasonably be expected to have a Material Adverse Effect. The assets of ALNG, including the ALNG Facility, are sufficient to operate the business of ALNG as it is presently operated consistent with the historical practice of ALNG. (d) ALNG has good title to all of its tangible and intangible personal property (including the tangible and intangible personal property reflected on the FERC Forms 2-A or acquired since December 31, 2001, except property sold or otherwise disposed of in the ordinary course of business since December 31, 2001), free and thatclear of all Liens, individually or in the aggregateexcept for Permitted Liens. The foregoing shall not apply with respect to any item of Intellectual Property, (A) are not substantial in amount in relation to the applicable Owned Real Property; and (B) do not materially detract from the use, utility or value of the applicable Owned Real Property or otherwise materially impair the Company's present business operations at such locationwhich is governed exclusively by Section 4.19.

Title to and Condition of Properties. (a) The Company owns or holds under valid leases Vitalink and its ------------------------------------ Subsidiaries have good title to all of the real property and all propertiespersonal property reflected on Vitalink's May 31, assets and equipment necessary 1996 audited consolidated balance sheet contained in Vitalink's Form 10-K for the conduct of fiscal year ended May 31, 1996 filed with the business of the Company as presently conducted, except where the failure to own or hold such real property, properties, assets and equipment would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (b) Except as set forth in the Company SEC Documents filed prior to the date hereof, the Company or one of its Subsidiaries holds good and marketable fee title to all real property and interests in real property owned in fee by the Company or its Subsidiaries (the "OWNED REAL PROPERTYVitalink Balance Sheet"), free and clear of any liens, mortgages, easements, rights-of-way, licenses, use restrictions, claims, charges, options, title defects or encumbrances of any nature whatsoever, ) except for the Permitted Encumbrances. All aspects property since sold or otherwise disposed of the Owned Real Property are in compliance in all material respects with any and all restrictions and other provisions included in the Permitted Encumbrances, and there are no matters that create, or that with notice or the passage of time would create, a default under any of the documents evidencing the Permitted Encumbrances. As used herein, the term "PERMITTED ENCUMBRANCES" means (i) liens for Taxes not yet due and payable or that are being contested in good faith and by appropriate proceedings; (ii) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like liens arising in the ordinary course of business that are less than $10,000 in amount; or (iii) easements, rights-of-way, encroachments, restrictions, conditions and other similar encumbrances of record or incurred or suffered in the ordinary course of business and thatconsistent with past practice. Set forth in Section 3.18(a) of the Vitalink Disclosure Statement is a true and complete list of all real properties owned by Vitalink and its Subsidiaries, all of which real properties are reflected on the Vitalink Balance Sheet. No such real or personal property is subject to claims, liens or other encumbrances of any kind or character, including, without limitation, mortgages, pledges, liens, conditional sale agreements, charges, security interests, easements, restrictive covenants, rights of way or options, except for (i) liens for taxes not yet delinquent or which are being contested in good faith by appropriate proceedings and in respect of which Vitalink or its appropriate Subsidiary has set aside on its books adequate reserves in accordance with generally accepted accounting principles; (ii) mechanics', carriers', workers', repairers', materialmen's and other similar statutory liens incurred in the ordinary course of business for obligations not yet delinquent or the validity of which is being contested in good faith by appropriate proceedings and in respect of which Vitalink or its appropriate Subsidiary has set aside on its books adequate reserves in accordance with generally accepted accounting principles; (iii) in the case of real property, easements, rights of way, restrictions, minor defects or irregularities in title that do not individually or in the aggregateaggregate have a material adverse effect on the value or use of the real property encumbered thereby as currently used in the operation of the business of Vitalink or its Subsidiaries; or (iv) those which would not materially interfere with the conduct of the business of Vitalink and its Subsidiaries or impair Vitalink's ability to perform its obligations under this Agreement and to consummate the transactions contemplated hereby (the encumbrances described in clauses (i) through (iv) of this sentence, collectively, the "Vitalink Permitted Encumbrances"). There are no eminent domain proceedings pending or, to Vitalink's knowledge, threatened against any owned property or any material portion thereof which proceedings (if resulting in a taking) could reasonably be expected to have a material adverse effect on the value or use of such property as currently used in the operation of the business of Vitalink or its Subsidiaries. To the knowledge of Vitalink, (Ai) the real properties and the improvements located thereon (including the roof and structural portions of each building) are not substantial in amount good operating order and condition, subject to ordinary wear and tear, (ii) there are no structural, mechanical or other defects of a material nature in relation any improvements located on the real properties, (iii) all building systems in respect of the real properties are in all material respects in good condition and working order, subject to the applicable Owned Real Property; ordinary wear and tear, and (Biv) do not materially detract from the usereal properties are served by all utilities required or necessary for the present use thereof. Vitalink has made available to GranCare true and correct copies of all title insurance commitments, utility title insurance policies and surveys in the possession of Vitalink or value its Subsidiaries relating to its real properties set forth in Section 3.18(a) of the applicable Owned Real Property or otherwise materially impair the Company's present business operations at such locationVitalink Disclosure Statement.

Title to and Condition of Properties. (a) The Schedule 3.8(a) sets forth the address and legal description of each parcel of Owned Real Property. With respect to each parcel of Owned Real Property, except as set forth on Schedule 3.8(a): (i) one of the Companies has good and marketable indefeasible fee simple title, free and clear of all Encumbrances, except Permitted Encumbrances; (ii) no Company owns has leased, licensed or holds under valid leases otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; (iii) 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; and (iv) the Shareholders have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Companies acquired such Owned Real Property, and copies of all real title insurance policies, opinions, abstracts, and surveys in the possession of the Shareholders or the Companies and relating to such property or interests. (b) Schedule 3.8(b) lists and describes all Leased Real Property of the Companies and all propertiesleases and subleases with respect thereto. The Companies have delivered to Buyer correct and complete copies of all of the leases and subleases identified on Schedule 3.8(b). With respect to each lease and sublease listed on Schedule 3.8(b): (i) the leases or subleases are legal, valid, binding, enforceable and in full force and effect with respect to the applicable Company and, to the Knowledge of the Shareholders and the Companies, with respect to each other party thereto; (ii) the leases or subleases will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) none of the Companies nor, to the Knowledge of any Company or any of the Shareholders, any other party to the leases or subleases are in breach or default, and no event has occurred which with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) there are no disputes, oral agreements or forfeiture programs in effect as to any such leases or subleases; (v) none of the Companies have assigned, transferred, conveyed, mortgaged or encumbered any interest in any such leasehold; and (vi) each Company’s ownership and/or use of the Leased Real Property is in substantial compliance with all applicable Law, including Environmental Laws and Permits. (c) Each Company has good, valid and marketable title to all of its properties and assets, real, personal and mixed, reflected on the Most Recent Financial Statements as being owned by such Company (except for Inventory or other assets sold since the date thereof in the Ordinary Course of Business consistent with past practice) except for Permitted Encumbrances. The Companies own or lease all buildings, machinery, equipment and equipment other tangible assets reasonably necessary for the conduct of the their business of the Company as presently conducted and as presently proposed to be conducted, except where the failure to own or hold . Each such real property, properties, assets and equipment would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (b) Except as set forth in the Company SEC Documents filed prior to the date hereof, the Company or one of its Subsidiaries holds good and marketable fee title to all real property and interests in real property owned in fee by the Company or its Subsidiaries (the "OWNED REAL PROPERTY"), free and clear of any liens, mortgages, easements, rights-of-way, licenses, use restrictions, claims, charges, options, title defects or encumbrances of any nature whatsoever, except for the Permitted Encumbrances. All aspects of the Owned Real Property are in compliance in all material respects with any and all restrictions and other provisions included in the Permitted Encumbrances, and there are no matters that create, or that with notice or the passage of time would create, a default under any of the documents evidencing the Permitted Encumbrances. As used herein, the term "PERMITTED ENCUMBRANCES" means tangible asset (i) liens for Taxes not yet due to the Knowledge of each of the Companies and payable or that are being contested in good faith each of the Shareholders is free from material defects (patent and by appropriate proceedings; latent), (ii) carriers'has been maintained in accordance with normal industry practice, warehousemen's, mechanics', materialmen's, repairmen's or other like liens arising in the ordinary course of business that are less than $10,000 in amount; or (iii) easementsis in good operating condition and repair (ordinary wear and tear excepted), rights-of-way, encroachments, restrictions, conditions and other similar encumbrances of record or incurred or suffered in the ordinary course of business and that, individually or in the aggregate, (A) are not substantial in amount in relation to the applicable Owned Real Property; and (Biv) do not materially detract from is reasonably suitable for the use, utility or value of the applicable Owned Real Property or otherwise materially impair the Company's present business operations at such locationpurposes for which it presently is used and presently is proposed to be used.

Title to and Condition of Properties. (a) The Company owns or holds under valid leases Capstone and its Subsidiaries have good title to all of the real property and all propertiespersonal property reflected on Capstone's December 31, assets and equipment necessary 1996 audited consolidated balance sheet contained in Capstone's Form 10-K for the conduct of fiscal year ended December 31, 1996 filed with the business of the Company as presently conducted, except where the failure to own or hold such real property, properties, assets and equipment would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (b) Except as set forth in the Company SEC Documents filed prior to the date hereof, the Company or one of its Subsidiaries holds good and marketable fee title to all real property and interests in real property owned in fee by the Company or its Subsidiaries (the "OWNED REAL PROPERTYCapstone Balance Sheet"), free and clear of any liens, mortgages, easements, rights-of-way, licenses, use restrictions, claims, charges, options, title defects or encumbrances of any nature whatsoever, except for the Permitted Encumbrances. All aspects property since sold or otherwise disposed of the Owned Real Property are in compliance in all material respects with any and all restrictions and other provisions included in the Permitted Encumbrances, and there are no matters that create, or that with notice or the passage of time would create, a default under any of the documents evidencing the Permitted Encumbrances. As used herein, the term "PERMITTED ENCUMBRANCES" means (i) liens for Taxes not yet due and payable or that are being contested in good faith and by appropriate proceedings; (ii) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like liens arising in the ordinary course of business that are less than $10,000 in amount; or (iii) easements, rights-of-way, encroachments, restrictions, conditions and other similar encumbrances of record or incurred or suffered in the ordinary course of business and thatconsistent with past practice. Set forth in Section 3.18 of the Capstone Disclosure Statement is a true and complete list of all real properties owned by Capstone and its Subsidiaries, all of which real properties are reflected on the Capstone Balance Sheet. No such real or personal property is subject to claims, liens or other encumbrances of any kind or character, including, without limitation, mortgages, pledges, liens, conditional sale agreements, charges, security interests, easements, restrictive covenants, rights of way or options, except for (i) liens for taxes not yet delinquent or which are being contested in good faith by appropriate proceedings and in respect of which Capstone or its appropriate Subsidiary has set aside on its books adequate reserves in accordance with generally accepted accounting principles; (ii) mechanics', carriers', workers', repairers', materialmen's and other similar statutory liens incurred in the ordinary course of business for obligations not yet delinquent or the validity of which is being contested in good faith by appropriate proceedings and in respect of which Capstone or its appropriate Subsidiary has set aside on its books adequate reserves in accordance with generally accepted accounting principles; (iii) in the case of real property, easements, rights of way, restrictions, minor defects or irregularities in title that do not individually or in the aggregate, aggregate have a material adverse effect on the value or use of the real property encumbered thereby as currently used in the operation of the business of Capstone or its Subsidiaries; or (Aiv) are not substantial in amount in relation to the applicable Owned Real Property; and (B) do those which would not materially detract from interfere with the use, utility or value conduct of the applicable Owned Real Property business of Capstone and its Subsidiaries or otherwise materially impair Capstone's ability to perform its obligations under this Agreement and to consummate the Company's present business operations at such location.transactions contemplated

Title to and Condition of Properties. (a) The Company owns or holds under valid leases all real property and all properties, assets and equipment necessary for the conduct of the business of the Company as presently conducted, except where the failure to own or hold such real property, properties, assets and equipment would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. (b) Except as set forth in Section 4.14(b) to the Company SEC Documents filed prior to the date hereof, the Company or one Disclosure Schedule sets forth a complete and accurate list and description of its Subsidiaries holds good and marketable fee title to all real property and interests in real property owned in fee by the Company or its Subsidiaries (the "OWNED REAL PROPERTY")) and the address thereof. Except as set forth in Section 4.14(b) to the Company Disclosure Schedule, the Company or one of its Subsidiaries holds good and marketable fee title to each of the Owned Real Property, free and clear of any liens, mortgages, easements, rights-of-way, licenses, use restrictions, claims, charges, options, title defects or encumbrances of any nature whatsoever, except for the Permitted Encumbrances. All aspects of the Owned Real Property are in compliance in all material respects with any and all restrictions and other provisions included in the Permitted Encumbrances, and there are no matters that create, or that with notice or the passage of time would create, a default under any of the documents evidencing the Permitted Encumbrances. As used herein, the term "PERMITTED ENCUMBRANCES" means (i) liens for Taxes not yet due and payable or that are being contested in good faith and by appropriate proceedings; (ii) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like liens arising in the ordinary course of business that are less than $10,000 in amount; or (iii) easements, rights-of-way, encroachments, restrictions, conditions and other similar encumbrances of record or incurred or suffered in the ordinary course of business and that, individually or in the aggregate, (A) are not substantial in amount in relation to the applicable Owned Real Property; and (B) do not materially detract from the use, utility or value of the applicable Owned Real Property or otherwise materially impair the Company's present business operations at such location.

Title to and Condition of Properties. (a) The Company owns Subject to the terms and conditions of any agreements or holds under valid leases all real property and all propertiesother documents or instruments creating any title in or to the Real Property, assets and equipment necessary for the conduct of the business of the Company as presently conducted, except where the failure to own or hold such real property, properties, assets and equipment would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (b) Except as set forth in the Company SEC Documents filed prior to the date hereofSchedule 1.1(a)(iii), the Company or one of its Subsidiaries holds Seller owns, and has good and marketable fee title to all real property and interests to, the Real Property, set forth in real property owned in fee by the Company or its Subsidiaries (the "OWNED REAL PROPERTY"Schedule 1.1(a)(iii), free and clear of any liensLiens, mortgagesother than permitted Liens and Liens and imperfections of title that would not have a Material Adverse Effect. The Real Property is not being condemned, easementsexpropriated or otherwise taken by any public authority with or without payment of compensation therefor, rights-of-wayor, licensesto the knowledge of the Seller, use restrictionshas any such condemnation, claims, charges, options, title defects expropriation or encumbrances taking been proposed. (b) The Seller is the lessee or has succeeded to the rights of any nature whatsoeverthe lessee under all of the Leasehold Interests and owns the Leasehold Interests free and clear of all Liens, except for Permitted Liens and Liens which would not have a Material Adverse Effect that are set forth on Schedule 2.4 (b). The Seller either owns the improvements and fixtures located on each Leasehold Interest or validly occupies and uses such improvements and fixtures in accordance with the terms of the Leasehold Interest, in each case free and clear of Liens, except for Permitted EncumbrancesLiens and Liens which would not have a Material Adverse Effect. A true and complete copy or written description of the lease governing each Leasehold Interest, as amended to date and including any letter agreements relating thereto, has been furnished by the Seller to the Buyer in the appropriate Schedule hereto. (c) A list and description of all Equipment and Facilities used in or relating to the Business is set forth in Schedule 1.1(a)(i). Subject to the terms and conditions of any equipment leases or similar arrangements, the Seller has good and marketable title to the Equipment set forth in Schedule 1.1(a)(i) free and clear of all Liens other than Permitted Liens. (d) The Seller owns the Accounts Receivable set forth in Schedule 1.1(a)(ii) free and clear of all Liens other than Permitted Liens. (e) The Seller owns or possesses licenses or other rights to use all the Proprietary Information set forth in Schedule 1.1(a)(v). The Seller has not received any notice of infringement, misappropriation or conflict from any other Person with respect to the Proprietary Rights and, to the Seller’s knowledge, the conduct of the Business has not infringed, misappropriated or otherwise conflicted with any proprietary rights of any person. All aspects of the Owned Real Property Proprietary Rights set forth in Schedule 1.1(a)(v) to this Agreement that are in compliance in owned by the Seller are owned free and clear of all material respects with any Liens (other than Permitted Liens) and all restrictions such Proprietary Rights will be transferred or licensed to the Buyer free and clear of all Liens (other provisions included than Permitted Liens). The Proprietary Rights set forth in Schedule 1.1(a)(v) to this Agreement that are licensed by the Seller from third parties are licensed pursuant to valid and existing license agreements and such interests are not subject to any Liens other than those under the applicable license agreements and Permitted Liens. The consummation of the transactions contemplated by this Agreement will not result in the Permitted Encumbrancesloss of any Proprietary Rights and will not conflict with, and there are no matters that createconstitute a breach, violation or that with notice termination of, any agreement or the passage of time would createunderstanding, a default under any of the documents evidencing the Permitted Encumbrances. As used hereinwhether written or otherwise, the term "PERMITTED ENCUMBRANCES" means (i) liens for Taxes not yet due and payable or that are being contested in good faith and by appropriate proceedings; (ii) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like liens arising in the ordinary course of business that are less than $10,000 in amount; or (iii) easements, rights-of-way, encroachments, restrictions, conditions and other similar encumbrances of record or incurred or suffered in the ordinary course of business and that, individually or in the aggregate, (A) are not substantial in amount in relation relating to the applicable Owned Real Property; and (BProprietary Rights set forth in Schedule 1.1(a)(v) do to this Agreement, other than a conflict, breach, violation or termination that would not materially detract from the use, utility or value of the applicable Owned Real Property or otherwise materially impair the Company's present business operations at such locationhave a Material Adverse Effect.

Title to and Condition of Properties. (a) The Company owns does not own any interest in fee simple in any real property. (b) The Company has heretofore made available to Parent true, correct and complete copies of all material leases, subleases and other agreements (the “Real Property Leases”) under which the Company or holds any of its subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property or facility (the “Leased Real Property”), including all modifications, amendments and supplements thereto. Except (i) in each case where the failure would not reasonably be expected to, individually or in the aggregate, be material to the Company or (ii) as set forth in Section 5.14 to the Company Disclosure Schedule: (A) the Company or one of its subsidiaries has a valid and subsisting leasehold interest in each parcel of Leased Real Property free and clear of all liens, security interests, pledges, charges and encumbrances and each Real Property Lease is in full force and effect, (B) all rent and other sums and charges payable by the Company or its subsidiaries as tenants thereunder are current in all material respects, (C) no termination event or condition or uncured default of a material nature on the part of the Company or any such subsidiary or, to the knowledge of the Company, the landlord, exists under any Real Property Lease, and (D) the Company or one of its subsidiaries is the sole undisputed lessee of each Leased Real Property, is in actual possession thereof and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease. (c) The Company and its subsidiaries own or hold under valid leases all real property and all propertiesproperty, assets plants, machinery and equipment necessary for the conduct of the business of the Company and its subsidiaries as presently conducted, except where the failure to own or hold such real property, propertiesplants, assets machinery and equipment would not reasonably be expected to havenot, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on the Company. (b) Except as set forth in the Company SEC Documents filed prior to the date hereof, the Company or one of its Subsidiaries holds good and marketable fee title to all real property and interests in real property owned in fee by the Company or its Subsidiaries (the "OWNED REAL PROPERTY"), free and clear of any liens, mortgages, easements, rights-of-way, licenses, use restrictions, claims, charges, options, title defects or encumbrances of any nature whatsoever, except for the Permitted Encumbrances. All aspects of the Owned Real Property are in compliance in all material respects with any and all restrictions and other provisions included in the Permitted Encumbrances, and there are no matters that create, or that with notice or the passage of time would create, a default under any of the documents evidencing the Permitted Encumbrances. As used herein, the term "PERMITTED ENCUMBRANCES" means (i) liens for Taxes not yet due and payable or that are being contested in good faith and by appropriate proceedings; (ii) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like liens arising in the ordinary course of business that are less than $10,000 in amount; or (iii) easements, rights-of-way, encroachments, restrictions, conditions and other similar encumbrances of record or incurred or suffered in the ordinary course of business and that, individually or in the aggregate, (A) are not substantial in amount in relation to the applicable Owned Real Property; and (B) do not materially detract from the use, utility or value of the applicable Owned Real Property or otherwise materially impair the Company's present business operations at such location.

Title to and Condition of Properties. (a) The Company owns and its Subsidiaries have good and valid title to all their material assets and properties, in each case free and clear of all Liens other than Liens permitted by Section 6.09(c)(A)-(F) hereof and (i) liens for taxes not yet due and payable, (ii) landlords' liens on fixtures and movable property located on premises leased by the Company or holds under valid leases all a Subsidiary in the ordinary course of business, (iii) purchase money security interests in real property or equipment hereafter acquired by the Company in the ordinary course of business, (iv) workman's, materialman's, warehouseman's and all similar Liens arising by Lxx xxx xxligations not yet delinquent, (v) zoning and planning restrictions, easements, permits and other restrictions or limitations affecting the use of such properties that do not materially detract from the value or materially impair the use of such properties, assets and equipment (vi) minor imperfections of title, if any, not material in amount and not materially detracting from the value or materially impairing the use of the property subject thereto or materially impairing the operations or proposed operations of the Company and its Subsidiaries (the Liens described in clauses (i) and (vi) above being referred to herein as "Permitted Liens"). (b) The assets, properties, contracts and rights of the Company and its Subsidiaries include all of the assets, properties, contracts and rights reasonably necessary for the conduct of the business businesses of the Company and its Subsidiaries as presently now conducted, except where the failure to own or hold such real property, properties, assets . The Company and equipment would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (b) Except as set forth in the Company SEC Documents filed prior to the date hereof, the Company or one each of its Subsidiaries holds have maintained all of their material tangible assets in good and marketable fee title to normal operating condition, ordinary wear and tear excepted, and all real property and interests in real property owned in fee by the Company or its Subsidiaries (the "OWNED REAL PROPERTY")such material tangible assets are, free and clear of any liens, mortgages, easements, rights-of-way, licenses, use restrictions, claims, charges, options, title defects or encumbrances of any nature whatsoever, except for the Permitted Encumbrances. All aspects of the Owned Real Property are in compliance in all material respects with any respects, adequate and all restrictions and other provisions included in suitable for the Permitted Encumbrances, and there purposes for which they are no matters that create, or that with notice or the passage of time would create, a default under any of the documents evidencing the Permitted Encumbrances. As used herein, the term "PERMITTED ENCUMBRANCES" means (i) liens for Taxes not yet due and payable or that are being contested in good faith and by appropriate proceedings; (ii) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like liens arising in the ordinary course of business that are less than $10,000 in amount; or (iii) easements, rights-of-way, encroachments, restrictions, conditions and other similar encumbrances of record or incurred or suffered in the ordinary course of business and that, individually or in the aggregate, (A) are not substantial in amount in relation to the applicable Owned Real Property; and (B) do not materially detract from the use, utility or value of the applicable Owned Real Property or otherwise materially impair the Company's present business operations at such locationpresently used.

Title to and Condition of Properties. (a) The Company owns or holds under valid leases NeoStem and its Subsidiaries have good title to all of the real property and all propertiespersonal property reflected on NeoStem's June 30, assets and equipment necessary 2008 unaudited consolidated balance sheet contained in NeoStem's Quarterly Report on Form 10-Q for the conduct of quarter ended June 30, 2008 filed with the business of the Company as presently conducted, except where the failure to own or hold such real property, properties, assets and equipment would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (b) Except as set forth in the Company SEC Documents filed prior to the date hereof, the Company or one of its Subsidiaries holds good and marketable fee title to all real property and interests in real property owned in fee by the Company or its Subsidiaries (the "OWNED REAL PROPERTYNeoStem Balance Sheet"), free and clear of any liens, mortgages, easements, rights-of-way, licenses, use restrictions, claims, charges, options, title defects or encumbrances of any nature whatsoever, except for the Permitted Encumbrances. All aspects property since sold or otherwise disposed of the Owned Real Property are in compliance in all material respects with any and all restrictions and other provisions included in the Permitted Encumbrances, and there are no matters that create, or that with notice or the passage of time would create, a default under any of the documents evidencing the Permitted Encumbrances. As used herein, the term "PERMITTED ENCUMBRANCES" means (i) liens for Taxes not yet due and payable or that are being contested in good faith and by appropriate proceedings; (ii) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like liens arising in the ordinary course of business that are less than $10,000 in amount; or (iii) easements, rights-of-way, encroachments, restrictions, conditions and other similar encumbrances of record or incurred or suffered in the ordinary course of business and thatconsistent with past practice and except for defects of title which are not material to NeoStem and its Subsidiaries taken as a whole. Neither NeoStem nor any of its Subsidiaries owns any material real property. Except as set forth in Section 4.23 of the NeoStem Disclosure Statement, no real or personal property owned or leased by NeoStem or any of its Subsidiaries is subject to claims, liens or other encumbrances of any kind or character, including, without limitation, mortgages, pledges, liens, conditional sale agreements, charges, security interests, easements, restrictive covenants, rights of way or options, except for (i) liens for taxes not yet delinquent or which are being contested in good faith by appropriate proceedings and in respect of which NeoStem or its appropriate Subsidiary has set aside on its books adequate reserves in accordance with generally accepted accounting principles; (ii) mechanics', carriers', workers', repairers', materialmen's, landlords' and other similar statutory or common law liens incurred in the ordinary course of business for obligations not yet delinquent or the validity of which is being contested in good faith by appropriate proceedings and in respect of which NeoStem or its appropriate Subsidiary has set aside on its books adequate reserves in accordance with generally accepted accounting principles; (iii) in the case of real property, easements, rights of way, restrictions, minor defects or irregularities in title that do not individually or in the aggregate, aggregate have a material adverse effect on the value or use of the real property encumbered thereby as currently used in the operation of the business of NeoStem or its Subsidiaries; (Aiv) are not substantial in amount in relation to the applicable Owned Real Property; and (B) do those which would not materially detract from interfere with the use, utility or value conduct of the applicable Owned Real Property business of NeoStem and its Subsidiaries (the encumbrances described in clauses (i) through (iv) of this sentence, collectively, the "NeoStem Permitted Encumbrances"); (v) those securing liabilities reflected in the NeoStem Balance Sheet; or otherwise materially impair (vi) those described in Section 4.23 of the Company's present business operations at such locationNeoStem Disclosure Statement.

Title to and Condition of Properties. (a) The Company owns or holds under valid leases all real property and all properties, assets and equipment necessary for the conduct of the business of the Company as presently conducted, except where the failure to own or hold such real property, properties, assets and equipment would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (b) Except as set forth in Section 3.23 of the Company SEC Documents filed prior to the date hereofCBH Disclosure Statement, the Company or one of CBH and its Subsidiaries holds have good and marketable fee title to all of the real property and interests personal property reflected on CBH's June 30, 2008 unaudited consolidated balance sheet contained in real property owned in fee by CBH's Quarterly Report on Form 10-QSB for the Company or its Subsidiaries quarter ended June 30, 2008 filed with the SEC (the "OWNED REAL PROPERTYCBH Balance Sheet"), free and clear of any liens, mortgages, easements, rights-of-way, licenses, use restrictions, claims, charges, options, title defects or encumbrances of any nature whatsoever, except for the Permitted Encumbrances. All aspects property since sold or otherwise disposed of the Owned Real Property are in compliance in all material respects with any and all restrictions and other provisions included in the Permitted Encumbrances, and there are no matters that create, or that with notice or the passage of time would create, a default under any of the documents evidencing the Permitted Encumbrances. As used herein, the term "PERMITTED ENCUMBRANCES" means (i) liens for Taxes not yet due and payable or that are being contested in good faith and by appropriate proceedings; (ii) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like liens arising in the ordinary course of business that are less than $10,000 in amount; or (iii) easements, rights-of-way, encroachments, restrictions, conditions and other similar encumbrances of record or incurred or suffered in the ordinary course of business and thatconsistent with past practice and except for defects of title which are not material to CBH and its Subsidiaries taken as a whole. Except as set forth in Section 3.23 of the CBH Disclosure Statement, neither CBH nor any of its Subsidiaries owns any real property. No real or personal property owned or leased by CBH or any of its Subsidiaries is subject to claims, liens or other encumbrances of any kind or character, including, without limitation, mortgages, pledges, liens, conditional sale agreements, charges, security interests, easements, restrictive covenants, rights of way or options, except for (i) liens for taxes not yet delinquent or which are being contested in good faith by appropriate proceedings and in respect of which CBH or its appropriate Subsidiary has set aside on its books adequate reserves in accordance with generally accepted accounting principles; (ii) mechanics', carriers', workers', repairers', materialmen's, landlords' and other similar statutory or common law liens incurred in the ordinary course of business for obligations not yet delinquent or the validity of which is being contested in good faith by appropriate proceedings and in respect of which CBH or its appropriate Subsidiary has set aside on its books adequate reserves in accordance with generally accepted accounting principles; (iii) in the case of real property, easements, rights of way, restrictions, minor defects or irregularities in title that do not individually or in the aggregate, aggregate have a material adverse effect on the value or use of the real property encumbered thereby as currently used in the operation of the business of CBH or its Subsidiaries; (Aiv) are not substantial in amount in relation to the applicable Owned Real Property; and (B) do those which would not materially detract from interfere with the use, utility or value conduct of the applicable Owned Real Property business of CBH and its Subsidiaries (the encumbrances described in clauses (i) through (iv) of this sentence, collectively, the "CBH Permitted Encumbrances"); (v) those securing liabilities reflected in the CBH Balance Sheet; or otherwise materially impair (vi) those described in Section 3.23 of the Company's present business operations at such locationCBH Disclosure Statement.

Title to and Condition of Properties. (a) The Company owns or holds under valid leases NeoStem and its Subsidiaries have good title to all of the real property and all propertiespersonal property reflected on NeoStem’s June 30, assets and equipment necessary 2008 unaudited consolidated balance sheet contained in NeoStem’s Quarterly Report on Form 10-Q for the conduct of quarter ended June 30, 2008 filed with the business of the Company as presently conducted, except where the failure to own or hold such real property, properties, assets and equipment would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (b) Except as set forth in the Company SEC Documents filed prior to the date hereof, the Company or one of its Subsidiaries holds good and marketable fee title to all real property and interests in real property owned in fee by the Company or its Subsidiaries (the "OWNED REAL PROPERTY"“NeoStem Balance Sheet”), free and clear of any liens, mortgages, easements, rights-of-way, licenses, use restrictions, claims, charges, options, title defects or encumbrances of any nature whatsoever, except for the Permitted Encumbrances. All aspects property since sold or otherwise disposed of the Owned Real Property are in compliance in all material respects with any and all restrictions and other provisions included in the Permitted Encumbrances, and there are no matters that create, or that with notice or the passage of time would create, a default under any of the documents evidencing the Permitted Encumbrances. As used herein, the term "PERMITTED ENCUMBRANCES" means (i) liens for Taxes not yet due and payable or that are being contested in good faith and by appropriate proceedings; (ii) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like liens arising in the ordinary course of business that are less than $10,000 in amount; or (iii) easements, rights-of-way, encroachments, restrictions, conditions and other similar encumbrances of record or incurred or suffered in the ordinary course of business and thatconsistent with past practice and except for defects of title which are not material to NeoStem and its Subsidiaries taken as a whole. Neither NeoStem nor any of its Subsidiaries owns any material real property. Except as set forth in Section 4.23 of the NeoStem Disclosure Statement, no real or personal property owned or leased by NeoStem or any of its Subsidiaries is subject to claims, liens or other encumbrances of any kind or character, including, without limitation, mortgages, pledges, liens, conditional sale agreements, charges, security interests, easements, restrictive covenants, rights of way or options, except for (i) liens for taxes not yet delinquent or which are being contested in good faith by appropriate proceedings and in respect of which NeoStem or its appropriate Subsidiary has set aside on its books adequate reserves in accordance with generally accepted accounting principles; (ii) mechanics’, carriers’, workers’, repairers’, materialmen’s, landlords’ and other similar statutory or common law liens incurred in the ordinary course of business for obligations not yet delinquent or the validity of which is being contested in good faith by appropriate proceedings and in respect of which NeoStem or its appropriate Subsidiary has set aside on its books adequate reserves in accordance with generally accepted accounting principles; (iii) in the case of real property, easements, rights of way, restrictions, minor defects or irregularities in title that do not individually or in the aggregate, aggregate have a material adverse effect on the value or use of the real property encumbered thereby as currently used in the operation of the business of NeoStem or its Subsidiaries; (Aiv) are not substantial in amount in relation to the applicable Owned Real Property; and (B) do those which would not materially detract from interfere with the use, utility or value conduct of the applicable Owned Real Property business of NeoStem and its Subsidiaries (the encumbrances described in clauses (i) through (iv) of this sentence, collectively, the “NeoStem Permitted Encumbrances”); (v) those securing liabilities reflected in the NeoStem Balance Sheet; or otherwise materially impair (vi) those described in Section 4.23 of the Company's present business operations at such locationNeoStem Disclosure Statement.

Title to and Condition of Properties. (a) The Company ESK owns good and marketable title to the properties and assets reflected on ESK Financial Statements or holds under valid leases acquired since the date thereof, free and clear of all liens and encumbrances, except for (i) liens for current taxes not yet due and payable, and (ii) assets disposed of since December 31, 2003, in the ordinary course of business. (i) ESK does not own any real estate; (ii) the properties subject to the real property leases provided to Gateway at or prior to Closing, constitute all of the real estate used or occupied by ESK (the "ESK Real Estate"), and (iii) ESK Real Estate has access, sufficient for the conduct of ESK's business, to public roads and to all propertiesutilities, including electricity, sanitary and storm sewer, potable water, natural gas and other utilities, used in the operations of ESK. (c) The real property leases provided to Gateway at or prior to Closing , are in full force and effect, and ESK has a valid and existing leasehold interest under each such lease for the term set forth therein. ESK has delivered to Gateway complete and accurate copies of each of the leases and none of such leases has been modified in any respect, except to the extent that the copies delivered to Gateway disclose such modifications. ESK is not in default, and no circumstances exist which could result in such default, under any of such leases, nor, to the knowledge of either Shareholder, is any other party to any of such leases in default. (d) All of the buildings, machinery, equipment and other tangible assets and equipment necessary for the conduct of the ESK's business of the Company as presently conducted, except where the failure to own or hold such real property, properties, assets and equipment would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (b) Except as set forth in the Company SEC Documents filed prior to the date hereof, the Company or one of its Subsidiaries holds good and marketable fee title to all real property and interests in real property owned in fee by the Company or its Subsidiaries (the "OWNED REAL PROPERTY"), free and clear of any liens, mortgages, easements, rights-of-way, licenses, use restrictions, claims, charges, options, title defects or encumbrances of any nature whatsoever, except for the Permitted Encumbrances. All aspects of the Owned Real Property are in compliance in all material respects with any good condition and all restrictions repair, ordinary wear and other provisions included in the Permitted Encumbrancestear excepted, and there are no matters that create, or that with notice or the passage of time would create, a default under any of the documents evidencing the Permitted Encumbrances. As used herein, the term "PERMITTED ENCUMBRANCES" means (i) liens for Taxes not yet due and payable or that are being contested in good faith and by appropriate proceedings; (ii) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like liens arising usable in the ordinary course of business. A complete list of all items of machinery and equipment used in the business that are less than $10,000 in amount; of ESK shall be provided to Gateway at or (iii) easementsprior to the Closing. ESK owns or leases under valid leases, rights-of-wayall buildings, encroachmentsmachinery, restrictions, conditions equipment and other similar encumbrances tangible assets necessary for the conduct of record its business. At or incurred prior to the Closing, ESK shall deliver to Gateway a complete and accurate copies of all equipment leases. None of such equipment leases has been modified in any respect, except to the extent that the copies disclose such modifications delivered to Gateway. ESK is not in default, and no circumstances exist which could result in such default, under any of such equipment leases, nor, to the knowledge of the Shareholder, is any other party to any of such equipment leases in default. (e) ESK is not in any material respect in violation of any applicable zoning ordinance or suffered other law, regulation or requirement relating to the operation of any properties used in the ordinary course operation of business its business, and thatESK has not received any notice of any such violation, individually or in the aggregate, (A) are not substantial in amount in relation to the applicable Owned Real Property; and (B) do not materially detract from the use, utility or value of the applicable Owned Real Property existence of any condemnation proceeding with respect to any properties owned or otherwise materially impair the Company's present business operations at such locationleased by ESK.

Title to and Condition of Properties. (a) The Company owns or holds under Except as set forth in Section 4.12(a) of the ALP Disclosure Schedule, ALP has good, valid leases and indefeasible title to all real property and all properties, of its material assets and equipment properties of every kind, nature and description, tangible or intangible, wherever located, which constitute all of the property now used in and necessary for the conduct of its business as presently conducted (including, without limitation, all material property and assets shown or reflected on the business Compilation Statements or the Interim Statements, when delivered, except assets sold in the ordinary course of business). Except as set forth in Section 4.12(a) of the Company ALP Disclosure Schedule, all such properties are owned free and clear of all mortgages, pledges, liens, security interests, encumbrances and restrictions of any nature whatsoever, including, without limitation, (a) rights or claims of parties in possession; (b) easements or claims of easements; (c) encroachments, overlaps, boundary line or water drainage disputes or any other matters; (d) any lien or right to a lien for services, labor or material furnished; (e) special tax or other assessments; (f) options to purchase, leases, tenancies, or land contracts; (g) contracts, covenants, or reservations which restrict the use of such properties and (h) violations of any Applicable Laws applicable to such properties. All such properties are usable for their current uses without violating any Applicable Laws, or any applicable private restriction, and such uses are legal conforming uses. Except as presently conductedset forth in Section 4.12(a) of the ALP Disclosure Schedule, except where no financing statement under the failure Uniform Commercial Code or similar law naming ALP or any of its predecessors is on file in any jurisdiction in which ALP owns property or does business, and ALP is not a party to own or hold bound under any material agreement or legal obligation authorizing any party to file any such financing statement. Section 4.12(a) of the ALP Disclosure Schedule contains a complete and accurate list of the location of all real property which is or has been owned, leased or operated by ALP during the last five (5) years and describes the nature of ALP's interest or prior interest in that real property. With respect to any real property leased by ALP, properties, assets and equipment would not reasonably be expected to have, individually or ALP has an insurable leasehold interest in the aggregate, a Material Adverse Effect on the Companythat real property. (b) Except as set forth in Section 4.12(b) of the Company SEC Documents filed prior ALP Disclosure Schedule, all real property, plants and structures and all machinery and equipment and tangible personal property owned, leased or used by ALP and material to the date hereof, the Company or one operation of its Subsidiaries holds business are suitable for the purpose or purposes for which they are being used (including substantial compliance with all Applicable Laws) and are in good condition and marketable fee title repair, ordinary wear and tear excepted. Section 4.12(b) of the ALP Disclosure Schedule lists, and ALP has furnished or made available to Cardinal, copies of all engineering, geologic and environmental reports prepared by or for ALP or with respect to the real property and interests in real property owned in fee owned, leased or used by ALP within the Company or its Subsidiaries past five (the "OWNED REAL PROPERTY"), free and clear of any liens, mortgages, easements, rights-of-way, licenses, use restrictions, claims, charges, options, title defects or encumbrances of any nature whatsoever, except for the Permitted Encumbrances. All aspects of the Owned Real Property are in compliance in all material respects with any and all restrictions and other provisions included in the Permitted Encumbrances, and there are no matters that create, or that with notice or the passage of time would create, a default under any of the documents evidencing the Permitted Encumbrances. As used herein, the term "PERMITTED ENCUMBRANCES" means (i5) liens for Taxes not yet due and payable or that are being contested in good faith and by appropriate proceedings; (ii) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like liens arising in the ordinary course of business that are less than $10,000 in amount; or (iii) easements, rights-of-way, encroachments, restrictions, conditions and other similar encumbrances of record or incurred or suffered in the ordinary course of business and that, individually or in the aggregate, (A) are not substantial in amount in relation to the applicable Owned Real Property; and (B) do not materially detract from the use, utility or value of the applicable Owned Real Property or otherwise materially impair the Company's present business operations at such locationyears.

Title to and Condition of Properties. (a) The Company owns or holds under valid leases GranCare and its ------------------------------------ Pharmacy Subsidiaries have good title to all of the real property and all propertiespersonal property which is reflected on GranCare's December 31, assets and equipment necessary 1995 audited consolidated balance sheet contained in GranCare's Form 10-K for the conduct of fiscal year ended December 31, 1995 filed with the business of the Company as presently conducted, except where the failure to own or hold such real property, properties, assets and equipment would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (b) Except as set forth in the Company SEC Documents filed prior to the date hereof, the Company or one of its Subsidiaries holds good and marketable fee title to all real property and interests in real property owned in fee by the Company or its Subsidiaries (the "OWNED REAL PROPERTYGranCare Balance Sheet"), free and clear of any liens, mortgages, easements, rights-of-way, licenses, use restrictions, claims, charges, options, title defects or encumbrances of any nature whatsoever, ) except for the Permitted Encumbrances. All aspects property since sold or otherwise disposed of the Owned Real Property are in compliance in all material respects with any and all restrictions and other provisions included in the Permitted Encumbrances, and there are no matters that create, or that with notice or the passage of time would create, a default under any of the documents evidencing the Permitted Encumbrances. As used herein, the term "PERMITTED ENCUMBRANCES" means (i) liens for Taxes not yet due and payable or that are being contested in good faith and by appropriate proceedings; (ii) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like liens arising in the ordinary course of business that are less than $10,000 in amount; or (iii) easements, rights-of-way, encroachments, restrictions, conditions and other similar encumbrances of record or incurred or suffered in the ordinary course of business and thatconsistent with past practice. Set forth in Section 4.19(a) of the GranCare Disclosure Statement is a true and complete list of all real properties owned by GranCare and its Pharmacy Subsidiaries and used in connection with the Institutional Pharmacy Business, all of which real properties are reflected on the GranCare Balance Sheet. No such real or personal property is subject to claims, liens or other encumbrances of any kind or character, including, without limitation, mortgages, pledges, liens, conditional sale agreements, charges, security interests, easements, restrictive covenants, rights of way or options, except for (i) liens for taxes not yet delinquent or which are being contested in good faith by appropriate proceedings and in respect of which GranCare or its appropriate Subsidiary has set aside on its books adequate reserves in accordance with generally accepted accounting principles; (ii) mechanics', carriers', workers', repairers', materialmen's and other similar statutory liens incurred in the ordinary course of business for obligations not yet delinquent or the validity of which are being contested in good faith by appropriate proceedings and in respect of which GranCare or its appropriate Subsidiary has set aside on its books adequate reserves in accordance with generally accepted accounting principles; (iii) in the case of real property, easements, rights of way, restrictions, minor defects or irregularities in title that do not individually or in the aggregateaggregate have a material adverse effect on the value or use of the real property encumbered thereby as currently used in the operation of the business of GranCare or its Subsidiaries; or (iv) those which would not materially interfere with the conduct of the business of GranCare and its Pharmacy Subsidiaries or impair GranCare's ability to perform its obligations under this Agreement and to consummate the transactions contemplated hereby (the encumbrances described in clauses (i) through (iv) of this sentence, collectively, the "GranCare Permitted Encumbrances"). There are no eminent domain proceedings pending or, to the knowledge of GranCare, threatened against any owned property or any material portion thereof which proceedings (if resulting in a taking) could reasonably be expected to have a material adverse effect on the value or use of such property as currently used in the operation of the pharmacy business of GranCare or its Subsidiaries. To the knowledge of GranCare, (Ai) the real properties and the improvements located thereon (including the roof and structural portions of each building) are not substantial in amount good operating order and condition, subject to ordinary wear and tear, (ii) there are no structural, mechanical or other defects of a material nature in relation any improvements located on the real properties, (iii) all building systems in respect of the real properties are in all material respects in good condition and working order, subject to ordinary wear and tear, and (iv) the real properties are served by all utilities required or necessary for the present use thereof. GranCare has made available to Vitalink true and correct copies of all title insurance commitments, title insurance policies and surveys in the possession of GranCare or its Subsidiaries relating to the applicable Owned Real Property; and (Breal properties set forth in Section 4.19(a) do not materially detract from the use, utility or value of the applicable Owned Real Property or otherwise materially impair the Company's present business operations at such locationGranCare Disclosure Statement.

Title to and Condition of Properties. (ai) The Company is registered as owner of an estate in fee simple in and to each parcel of Real Property, free and clear of any Liens, other than Permitted Liens and Liens and imperfections of title that would not have a Material Adverse Effect. No parcel of Real Property is subject to any decree of any Governmental Entity nor is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Seller, has any such condemnation, expropriation or taking been proposed. (ii) The Company is the lessee or has succeeded to the rights of the lessee under all of the Leasehold Interests and owns the Leasehold Interests free and clear of all Liens, except for Permitted Liens. The Company either owns the improvements and fixtures located on each Leasehold Interest or validly occupies and uses such improvements and fixtures in accordance with the terms of the Leasehold Interest, in each case free and clear of Liens, except for Permitted Liens. A true and complete copy or written description of the lease governing each Leasehold Interest, as amended to date and including any letter agreements relating thereto, has been furnished by the Seller or CRC or Weatherford to the Buyer. (iii) All Equipment (excluding Equipxxxx xxxx xid not have a cost basis of $25,000 or more at their respective dates of acquisition by the Company) is set forth in SECTION 1.1(A)(I) of the Disclosure Schedule. The Company has good and marketable title to all Equipment free and clear of all Liens. \ (iv) All Inventories at September 30, 1996 are set forth in SECTION 1.1(A)(II) of the Disclosure Schedule. The Company has good and marketable title to all Inventories free and clear of all Liens. (v) The Accounts Receivable are owned by the Company free and clear of all Liens. (vi) The Company owns or holds under valid leases possesses licenses or other rights to use all real property and rights to all properties, assets and equipment Proprietary Rights necessary for the conduct of the business Business as currently conducted. Set forth in SECTION 2.4(F) of the Company as presently conductedDisclosure Schedule is a complete and accurate list of all patents, except where the failure to own or hold such real property, properties, assets trademarks and equipment would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (b) Except as set forth in licenses the Company SEC Documents filed prior owns or possesses or otherwise has rights to use and all patents, trademarks and licenses pertaining to the date hereof, Business that the Company owns or one of its Subsidiaries holds good and marketable fee title possesses or otherwise has rights to all real property and interests in real property owned in fee use. No licenses, sublicenses, covenants or agreements have been granted or entered into by the Company in respect of the items listed in SECTION 2.4(F) of the Disclosure Schedule except as noted thereon. The Company has not received any notice of infringement, misappropriation or its Subsidiaries (conflict from any other Person with respect to such Proprietary Rights and, to the "OWNED REAL PROPERTY")Seller's knowledge, the conduct of the Business has not infringed, misappropriated or otherwise conflicted with any Proprietary Rights of any such Person. All of the Proprietary Rights that are owned by the Company are owned free and clear of all Liens. All Proprietary Rights that are licensed by the Company from third parties are licensed pursuant to valid and existing license agreements and such interests are not subject to any liens, mortgages, easements, rights-of-way, licenses, use restrictions, claims, charges, options, title defects or encumbrances Liens other than those under the applicable license agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss of any nature whatsoeverProprietary Rights and will not conflict with, except constitute a breach, violation or termination of, any agreement or understanding, whether written or otherwise, relating to any Proprietary Rights necessary for the Permitted Encumbrances. All aspects conduct of the Owned Real Property are in compliance in all material respects with any and all restrictions and other provisions included in the Permitted Encumbrances, and there are no matters that create, or that with notice or the passage of time would create, a default under any of the documents evidencing the Permitted Encumbrances. As used herein, the term "PERMITTED ENCUMBRANCES" means (i) liens for Taxes not yet due and payable or that are being contested in good faith and by appropriate proceedings; (ii) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like liens arising in the ordinary course of business that are less than $10,000 in amount; or (iii) easements, rights-of-way, encroachments, restrictions, conditions and other similar encumbrances of record or incurred or suffered in the ordinary course of business and that, individually or in the aggregate, (A) are not substantial in amount in relation to the applicable Owned Real Property; and (B) do not materially detract from the use, utility or value of the applicable Owned Real Property or otherwise materially impair the Company's present business operations at such locationBusiness as currently conducted.

Title to and Condition of Properties. (a) The Company Seller owns, and has good and indefeasible title to, each parcel of Real Property, free and clear of any Liens, other than Permitted Liens and Liens and imperfections of title that, singly or in the aggregate, would not have a Material Adverse Effect. No parcel of Real Property is subject to any decree of any Governmental Authority nor is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Seller, has any such condemnation, expropriation or taking been proposed. (b) The Seller is the lessee or has succeeded to the rights of the lessee under all of the Leasehold Interests and owns the Leasehold Interests free and clear of all Liens, except for Permitted Liens. The Seller either owns the improvements and fixtures located on each Leasehold Interest or validly occupies and uses such improvements and fixtures in accordance with the terms of the Leasehold Interest, in each case free and clear of Liens, except for Permitted Liens. A true and complete copy or description of the lease governing each Leasehold Interest, as amended to date and including any letter agreements relating thereto, has been furnished by the Seller to the Buyer. (c) All Equipment (excluding Equipment that did not have a cost basis of $500 or more at their respective dates of acquisition by the Seller) is set forth in Section 1.1(a)(i) of the Disclosure Schedule. The Seller has good and marketable title to all Equipment free and clear of all Liens. All of the Equipment is in the Seller's possession and control. (d) All Inventories at September 30, 1996 are set forth in Section 1.1(a)(ii) of the Disclosure Schedule. The Seller has good and marketable title to all Inventories free and clear of all Liens. (e) The Accounts Receivable are owned by the Seller free and clear of all Liens. (f) The Seller owns or holds under valid leases possesses licenses or other rights to use all real property and rights to all properties, assets and equipment Proprietary Rights necessary for the conduct of the business Business as currently conducted. On the Closing Date, the Seller and Weatxxxxxxx xxxl transfer or cause to be transferred all Proprietary Rights necessary for the conduct of the Company as presently conducted, except where the failure to own or hold such real property, properties, assets and equipment would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (b) Except as set forth in the Company SEC Documents filed prior to the date hereof, the Company or one of its Subsidiaries holds good and marketable fee title to all real property and interests in real property owned in fee by the Company or its Subsidiaries (the "OWNED REAL PROPERTY"), free and clear of any liens, mortgages, easements, rights-of-way, licenses, use restrictions, claims, charges, options, title defects or encumbrances of any nature whatsoever, except for the Permitted Encumbrances. All aspects of the Owned Real Property are in compliance in all material respects with any and all restrictions and other provisions included in the Permitted Encumbrances, and there are no matters that create, or that with notice or the passage of time would create, a default under any of the documents evidencing the Permitted Encumbrances. As used herein, the term "PERMITTED ENCUMBRANCES" means (i) liens for Taxes not yet due and payable or that are being contested in good faith and by appropriate proceedings; (ii) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like liens arising in the ordinary course of business that are less than $10,000 in amount; or (iii) easements, rights-of-way, encroachments, restrictions, conditions and other similar encumbrances of record or incurred or suffered in the ordinary course of business and that, individually or in the aggregate, (A) are not substantial in amount in relation to the applicable Owned Real Property; and (B) do not materially detract from the use, utility or value of the applicable Owned Real Property or otherwise materially impair the Company's present business operations at such location.Business as

Title to and Condition of Properties. (a) The Company owns or holds under valid leases Avalon and its Subsidiaries have good title to all of the real property and all propertiespersonal property reflected on Avalon’s December 31, assets and equipment necessary 2020 unaudited consolidated balance sheet contained in Avalon’s Quarterly Report on Form 10-K for the conduct of year ended December 31, 2020 filed with the business of the Company as presently conducted, except where the failure to own or hold such real property, properties, assets and equipment would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (b) Except as set forth in the Company SEC Documents filed prior to the date hereof, the Company or one of its Subsidiaries holds good and marketable fee title to all real property and interests in real property owned in fee by the Company or its Subsidiaries (the "OWNED REAL PROPERTY"“Avalon Balance Sheet”), free and clear of any liens, mortgages, easements, rights-of-way, licenses, use restrictions, claims, charges, options, title defects or encumbrances of any nature whatsoever, except for the Permitted Encumbrances. All aspects property since sold or otherwise disposed of the Owned Real Property are in compliance in all material respects with any and all restrictions and other provisions included in the Permitted Encumbrances, and there are no matters that create, or that with notice or the passage of time would create, a default under any of the documents evidencing the Permitted Encumbrances. As used herein, the term "PERMITTED ENCUMBRANCES" means (i) liens for Taxes not yet due and payable or that are being contested in good faith and by appropriate proceedings; (ii) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like liens arising in the ordinary course of business that are less than $10,000 in amount; or (iii) easements, rights-of-way, encroachments, restrictions, conditions and other similar encumbrances of record or incurred or suffered in the ordinary course of business and thatconsistent with past practice and except for defects of title which are not material to Avalon and its Subsidiaries taken as a whole. Neither Avalon nor any of its Subsidiaries owns any material real property. No real or tangible personal property owned or leased by Avalon or any of its Subsidiaries is subject to claims, liens or other Encumbrances of any kind or character, including mortgages, pledges, liens, conditional sale agreements, charges, security interests, easements, restrictive covenants, rights of way or options, except for (i) Encumbrances for Taxes not yet delinquent or which are being contested in good faith by appropriate Action and in respect of which Avalon or its appropriate Subsidiary has set aside on its books adequate reserves in accordance with generally accepted accounting principles; (ii) mechanics’, carriers’, workers’, repairers’, materialmen’s, landlords’ and other similar statutory or common law liens incurred in the ordinary course of business for obligations not yet delinquent or the validity of which is being contested in good faith by appropriate Actions and in respect of which Avalon or its appropriate Subsidiary has set aside on its books adequate reserves in accordance with generally accepted accounting principles; (iii) in the case of real property, easements, rights of way, restrictions, minor defects or irregularities in title that do not individually or in the aggregate, aggregate have a material adverse effect on the value or use of the real property encumbered thereby as currently used in the operation of the business of Avalon or its Subsidiaries; (Aiv) are not substantial in amount in relation to the applicable Owned Real Property; and (B) do those which would not materially detract from interfere with the use, utility or value conduct of the applicable Owned Real Property business of Avalon and its Subsidiaries (the encumbrances described in clauses (i) through (iv) of this sentence, collectively, the “Avalon Permitted Encumbrances”); (v) those securing liabilities reflected in the Avalon Balance Sheet; or otherwise materially impair (vi) those described in Section 4.23 of the Company's present business operations at such locationAvalon Disclosure Schedule.

Title to and Condition of Properties. (a) The Companies and the Subsidiaries have good and marketable title to, or valid and subsisting leasehold interests in, all of the personal property reflected on the Financial Statements or used or useful in their business, free and clear of all Liens. Except as set forth in Section 3.4(a) of the Disclosure Schedule, since March 31, 1999, the Companies and the Subsidiaries have not sold, transferred or otherwise conveyed any personal property reflected in the Financial Statements, except for inventory sold, leased, consumed or otherwise disposed of in the ordinary course of business and in accordance with past practice. (b) Each parcel of real estate owned or leased by either Company owns or holds under valid any Subsidiary (the "Real Estate") is set forth in Section 3.4(b) of the Disclosure Schedule. A Company or a Subsidiary is, and at Closing will be, the sole and exclusive record, legal and equitable owner of all right, title and interest in, and has, and at Closing will have, good and indefeasible record title in fee simple or leasehold, as the case may be, to, and at Closing will be in possession of, the Real Estate, including the buildings, structures and improvements situated thereon and appurtenances thereto, and the Real Estate (i) is free and clear of any Liens, (ii) is not subject to any governmental decree and (iii) is not being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor has any such condemnation, expropriation or taking been proposed. Neither Company nor any Subsidiary is in violation of any zoning, land use, public health, fire safety, building code or other similar laws, ordinances and regulations applicable to the Real Estate or to the ownership, occupancy and/or operation thereof, nor does there exist any variances, conditional use permits, waivers or exemptions relating to the Real Estate with respect to any non-conforming use or other zoning or building code matters. Final permanent and unconditional certificates of occupancy and/or use have been duly issued by the applicable Governmental Entity having jurisdiction for all buildings located on the Real Estate. The Companies and the Subsidiaries have all easements and rights necessary to continue operation of the business of the Companies and the Subsidiaries. To the best knowledge of the Shareholders, there is no condition that could result in the termination of current access to or from the Real Estate to or from any currently existing road or utility servicing the Real Estate. Neither Company nor any Subsidiary has received notice from any insurance company requiring any work or other activity to be performed on or about the Real Estate or requiring or imposing any increases in the premiums of any insurance policy or policies presently covering the Real Estate. All obligations and liabilities of either Company or any Subsidiary, as the case may be, incurred by either Company or any Subsidiary, as the case may be, in connection with the ownership of the Real Estate have been paid or will be paid at or prior to Closing, to the extent that any such obligation or liability is due or owing at or prior to Closing. All leases all of real property leased for the use or benefit of either Company or any Subsidiary to which it is a party, and all propertiesamendments and modifications thereof, are in full force and effect under their respective terms and there exists no default under the leases by it, nor any event that with notice or lapse of time or both would constitute a default thereunder by it, except as set forth in Section 3.4(b) of the Disclosure Schedule. (c) The Companies and the Subsidiaries own and have good and marketable title to, or are licensed or otherwise have the right to use, all Proprietary Information, including, patents, patent rights, trademarks, trademark rights, trade names, trade name rights, service marks, service mark xxxhts, copyrights, applications for any of the foregoing and other proprietary intellectual property rights and computer programs, that are used in or useful to the conduct of the business conducted by the Company and the Subsidiaries (collectively, "Intellectual Property"). The consummation of the transactions contemplated by this Agreement will not result in the loss or restriction of use of any Intellectual Property. Section 3.4(c) of the Disclosure Schedule sets forth all Intellectual Property and other rights for any of the same owned or held by the Companies and the Subsidiaries, together with all registrations and recordings applicable to Intellectual Property. No claims are pending or, to the best knowledge of the Shareholders, threatened that either Company, any Subsidiary and/or any Shareholder is infringing or otherwise adversely affecting the rights of any Person with regard to any Intellectual Property. Except as set forth in Section 3.4(c) of the Disclosure Schedule and to the best knowledge of the Shareholders, no Person is infringing the rights of the Companies, the Subsidiaries and/or the Shareholders with respect to any Intellectual Property. The Companies or the Subsidiaries own or license all of the Intellectual Property free and clear of all Liens. (d) There are no agreements or arrangements that exist between Willxxxx X.X. (or any of its affiliates) and Bourxxxxx, xxcept as set forth in Section 3.4(d) of the Disclosure Schedule. (e) Bourxxxxx xxx no claims, rights to receive royalties or payments or other rights with respect to, or interests in, any of the Intellectual Property or any other asset that is owned, leased or licensed to Willxxxx X.X. or in which Willxxxx X.X. has an interest, except as set forth in Section 3.4(e) of the Disclosure Schedule. (f) All of the assets and equipment used or necessary for the conduct of the business currently conducted by the Companies and the Subsidiaries are, or will by the Closing be, owned by them or leased by them under valid leases. The conduct of the Company as presently conducted, except where the failure to own or hold such real property, properties, assets and equipment would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (b) Except as set forth in the Company SEC Documents filed prior to the date hereof, the Company or one of its Subsidiaries holds good and marketable fee title to all real property and interests in real property owned in fee business currently conducted by the Company or its Companies and the Subsidiaries (the "OWNED REAL PROPERTY"), free and clear of any liens, mortgages, easements, rights-of-way, licenses, use restrictions, claims, charges, options, title defects or encumbrances of any nature whatsoever, except for the Permitted Encumbrances. All aspects of the Owned Real Property are in compliance in all material respects with any and all restrictions and other provisions included in the Permitted Encumbrances, and there are no matters that create, or that with notice or the passage of time would create, a default under any of the documents evidencing the Permitted Encumbrances. As used herein, the term "PERMITTED ENCUMBRANCES" means (i) liens for Taxes not yet due and payable or that are being contested in good faith and by appropriate proceedings; (ii) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like liens arising in the ordinary course is not dependent on the right to use the property of business that are less than $10,000 in amount; or (iii) easements, rights-of-way, encroachments, restrictions, conditions and other similar encumbrances of record or incurred or suffered in the ordinary course of business and that, individually or in the aggregate, (A) are not substantial in amount in relation to the applicable Owned Real Property; and (B) do not materially detract from the use, utility or value of the applicable Owned Real Property or otherwise materially impair the Company's present business operations at such locationothers.

Title to and Condition of Properties. (a) The Company owns or holds under valid leases Schedule 3.10(a) hereto contains a true, correct and complete ---------------- list of all real property and all propertiesin which IPCH or any of its Subsidiaries has any ownership interest, assets and equipment necessary for including the conduct complete legal description of the business each parcel of the Company as presently conducted, except where the failure to own or hold such real property. Schedule 3.10(a) hereto contains a true, propertiescorrect and ---------------- complete list of all leases and subleases of real property under which IPCH or any of its Subsidiaries is a lessor or lessee (true, assets accurate and equipment would not reasonably be expected complete copies of which have previously been made available to haveInergy Holdings). To the Knowledge of IPCH and its Subsidiaries, individually or in the aggregate, a Material Adverse Effect on the Company. (b) Except as set forth in the Company SEC Documents filed prior to the date hereof, the Company IPCH or one of its Subsidiaries holds has good and marketable indefeasible fee simple title to all of the real property properties described on Schedule 3.10(a) hereto as being "owned real ---------------- property", and interests in real property owned in fee good and indefeasible title to all the leasehold estates created by the Company leases and subleases described on Schedule 3.10(a) hereto ---------------- wherein IPCH or one of its Subsidiaries is a lessee or sublessee (such real properties and leasehold estates collectively referred to herein as the "OWNED REAL PROPERTYReal Property"), all free and clear of any liensLiens, mortgagesencumbrances, easements, rights-of-way, licenses, use restrictions, claims, charges, options, title defects or encumbrances of any nature whatsoever, restrictions and reservations except for the following (collectively, the "Permitted Encumbrances. All aspects of the Owned Real Property are in compliance in all material respects with any and all restrictions and other provisions included in the Permitted Encumbrances, and there are no matters that create, or that with notice or the passage of time would create, a default under any of the documents evidencing the Permitted Encumbrances. As used herein, the term "PERMITTED ENCUMBRANCES" means ): (i) liens valid and subsisting rights of way, easements, restrictions, reservations and other encumbrances (other than Liens) that affect the Real Property but do not materially interfere with the use of such property as currently used by IPCH or any of its Subsidiaries; (ii) the lien for Taxes real estate or ad valorem taxes for the current year which are not yet due and payable or that any "rollback taxes" or similar assessments for prior years due to a change in use or ownership which are being contested in good faith not yet due and by appropriate proceedingspayable; (iiiii) carriersLiens imposed by law, such as mechanics', warehousemen's, mechanicsworkers', materialmen's, repairmen's carriers' or other like liens (excluding, however, any statutory or other Lien in favor of a lessor under a lease) arising in the ordinary course of business that which secure the payment of obligations which are less than $10,000 not yet due and payable or which are being diligently contested in amountgood faith by appropriate proceedings; (iv) all matters which a survey (Category IA, Condition II according the Texas Surveyors Association Manual of Practice or substantially the equivalent) or a physical inspection of the property would disclose, except to the extent such matter would materially interfere with the use of the property as currently used by IPCH or any of its Subsidiaries; (v) any matter disclosed or contained in any vesting deed into IPCH or one of its Subsidiaries (whether past or present), as to any of the Material Real Properties only, or in any of the fourteen leases for the "Focus Leasehold Properties" identified on Schedule 3.10(a)(a); and (vi) Liens disclosed on ---------------- Schedule 3.10(a). Without limiting the generality of the foregoing, as to ---------------- leasehold estates under the leases and subleases of Real Property wherein IPCH or one of its Subsidiaries is a lessee or sublessee, IPCH or one of its Subsidiaries (i) has quiet and peaceable possession of each of the leased properties pursuant to the terms of the respective lease or sublease, (ii) has no actual notice of a default thereunder, and (iii) easementshas not prepaid rent for more than a one-month period, rights-of-wayexcept as may be required pursuant to the terms of the applicable lease or sublease. To the Knowledge of IPCH and its Subsidiaries, encroachmentsall leases and subleases in which IPCH or any of its Subsidiaries is a lessor or sublessor are in full force and effect and there is no default or event of default thereunder. (b) A list of the propane tanks which are owned by IPCH or its Subsidiaries is included on Schedule 3.10(b) and is true, restrictionscorrect and ---------------- complete in all material respects. A copy of the material forms of lease agreements under which IPCH or its Subsidiaries is a lessor of propane tanks previously has been provided to Inergy Holdings. A true, conditions correct and other similar encumbrances complete list of record all vehicles owned or incurred leased by IPCH or suffered its Subsidiaries is included on Schedule 3.10(b). Vehicles are marked as active or inactive ---------------- depending on their relative use by IPCH or its Subsidiaries in the ordinary course conduct of business their respective businesses. A copy of the material lease agreements related to vehicles leased by IPCH or its Subsidiaries previously has been delivered to Inergy Holdings. A true, correct and that, individually or complete list of substantially all of the propane storage tanks used in the aggregatebusiness of IPCH or its Subsidiaries which are physically located on real property owned or leased by IPCH or one of its Subsidiaries is included on Schedule 3.10(b). ---------------- IPCH or one of its Subsidiaries has good and indefeasible title to (i) all of the personal property set forth on Schedule 3.10(b) and indicated as being owned by it, (ii) all of the assets reflected in the consolidated financial statements of IPCH, and (iii) all assets purported to have been acquired by IPCH or one of its Subsidiaries after the date of such financial statements (A) are not substantial in amount in relation to free and clear of all Liens, except for Liens disclosed on Schedule 3.10(b) and the applicable Owned Real Property; Permitted Encumbrances, and (B) do not materially detract from other ---------------- than such assets disposed of in the useusual and ordinary course of IPCH's business consistent with past practices, utility and all of such assets are in the possession and control of IPCH or value one of the applicable Owned Real Property its Subsidiaries or otherwise materially impair the Company's present business operations at such locationa third party pursuant to a contractual arrangement. (a) hereto wherein IPCH or one of its Subsidiaries is a lessee or ------- sublessee, or (ii) valid and binding agreements identified on Schedule -------- 3.10

Title to and Condition of Properties. (a) The Company owns or holds under valid leases all real property and all properties, assets and equipment necessary for the conduct of the business of the Company as presently conducted, except where the failure to own or hold such real property, properties, assets and equipment would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (b) Except as set forth in the Company SEC Documents filed prior to the date hereof, Disclosure Schedule and in the Company or one of its Subsidiaries holds Financial Statements, Company has good and marketable fee title to all real property and interests in real property owned in fee by the Company or its Subsidiaries (the "OWNED REAL PROPERTY")material assets, free and clear of any liens, all mortgages, liens (statutory or otherwise), security interests, claims, pledges, equities, options, conditional sales contracts, assessments, levies, easements, covenants, reservations, restrictions, exceptions, limitations, charges, or other encumbrances of any nature whatsoever (collectively, "Liens"). All tangible assets of Company are located at facilities owned or leased by Company and all tangible assets located at such facilities are either owned or leased by Company. (b) The Rxxxxxxxxx Trust has good and marketable title to the Property, free and clear of all Liens, charges and encumbrances, except as indicated on Schedule "2.6" or the Preliminary Title Report; taxes and assessments, general and special, not due and payable as of the Effective Time; rights of the public to parts, if any, lying in streets and rights-of-way existing on the date of this Agreement; rights reserved in federal patents or state deeds which do not impair Bxxxxxx'x intended use of the Property; building and use restrictions general to the district in which the Property is located existing on the date of this Agreement; and building and zoning regulations applicable to the Property on the date of this Agreement. To the Rxxxxxxxxx Trust's knowledge, no person adversely possesses or has obtained any prescriptive easement in any portion of the Property. To the Rxxxxxxxxx Trust's knowledge, there are no encroachments, easements, setbacks, rights-of-wayway or streams that are not of public record. (c) The existing use and condition of the Property is not a nonconforming use and does not violate any subdivision, licenseszoning, building, health, environmental, personal disabilities, fire or safety statute, ordinance, regulation or code in any material respect. As of the date hereof, neither the Rxxxxxxxxx Trust nor, to the Rxxxxxxxxx Trust's knowledge, any of the Rxxxxxxxxx Trust's agents and employees have received any written notice from any governmental agency alleging violations of any building codes, building or use restrictions, claimszoning ordinances, chargesor rules and regulations. To the Rxxxxxxxxx Trust's knowledge, optionsall licenses, title defects or encumbrances of any nature whatsoever, except permits and other approval required for the Permitted Encumbrances. All aspects construction and operation of the Owned Real Property Improvements have been issued and are in compliance in all material respects with good standing. (d) There is no pending nor, to the Rxxxxxxxxx Trust's knowledge, contemplated eminent domain, condemnation or other governmental taking of the Property or any and all restrictions and other provisions included in portion thereof. (e) To the Permitted EncumbrancesRxxxxxxxxx Trust's knowledge, and there are no matters that createspecial or general assessments which have been levied against or are proposed for the Property. (f) To the Rxxxxxxxxx Trust's knowledge, or that with notice or the passage of time would create, a default there exist no material defaults under any management, maintenance or service contracts executed in connection with the Property. (g) The Rxxxxxxxxx Trust warrants that it is not a "foreign person" as defined in Section 1445 of the documents evidencing Code. (h) To the Permitted EncumbrancesRxxxxxxxxx Trust's knowledge, there are no material defects in any portions of the Improvements or to the Rxxxxxxxxx Trust's knowledge, are the Improvements infested with termite or other insects or animals. As used herein, Conditions caused by ordinary wear and tear and depreciation shall not be considered material defects for the term "PERMITTED ENCUMBRANCES" means purposes of this representation. (i) liens The Rxxxxxxxxx Trust has not received any formal or informal notice from any insurance company of any defect or inadequacies in the Property which would adversely affect the insurability of the Improvements, or which would increase the cost of any insurance beyond that which would ordinarily and customarily be charged for Taxes not yet due like use property in the vicinity of the Property. (j) To the Rxxxxxxxxx Trust's knowledge, the surface and payable or subsurface condition of the Land is such that are being contested in good faith and by appropriate proceedings; (ii) carriers'it will support the Improvements without present need for additional subsurface excavation, warehousemen'sfill, mechanics'footing, materialmen'scaissons, repairmen's or other like liens arising in the ordinary course of business that are less than $10,000 in amount; or (iii) easementsinstallations and, rights-of-way, encroachments, restrictions, conditions and other similar encumbrances of record or incurred or suffered in the ordinary course of business and that, individually or in the aggregate, (A) are not substantial in amount in relation to the applicable Owned Real Property; and (B) do not materially detract from the use, utility or value best of the Rxxxxxxxxx Trust's knowledge, the Improvements have been constructed in a manner which is compatible with the soil conditions at the time of construction. (k) To the Rxxxxxxxxx Trust's knowledge, no part of the Land is within a wetland or other regulated environmentally sensitive area or a flood plain or a special flood hazard area is designated by the applicable Owned Real Property or otherwise materially impair the Company's present business operations at such locationFederal Emergency Management Agency Flood Insurance Rate Map.

Title to and Condition of Properties. (a) There is set forth on Schedule 3.10 a list of each item of tangible personal property owned by the Company or any Subsidiary that has a net book value greater than $50,000. The Company owns and its Subsidiaries have good and indefeasible title to all of their respective personal property (including, without limitation, those items of personal property set forth on Schedule 3.10), free and clear of all Encumbrances, except for those Encumbrances set forth on Schedule 3.10. (b) There is set forth on Schedule 3.10 a list of each item of tangible personal property leased by the Company or holds any of its Subsidiaries that is material to the Company and its Subsidiaries taken as a whole. The Company and its Subsidiaries have good title to all the leasehold estates pursuant to which all of the personal property leased by them is leased, free and clear of all Encumbrances, except for those Encumbrances set forth on Schedule 3.10. Neither the Company nor any of its Subsidiaries has breached any provision of or is in default (and no event or circumstance exists that with notice, or the lapse of time or both, would constitute a default by the Company or any Subsidiary) under valid the terms of any lease or other agreement pursuant to which the personal property set forth on Schedule 3.10 is leased, except for a default or breach that would not have a Material Adverse Effect. To the best knowledge of Arai, all of such leases or other agreements are in full force and effect. There are no pending or, to the best knowledge of Arai, threatened disputes with respect to any lease or other agreement pursuant to which the personal property set forth on Schedule 3.10 is leased and, to the best knowledge of Arai, the lessor thereunder has not breached any provision of and is not in default (and no event or circumstance exists that with notice, or the lapse or time or both, would constitute a default by the lessor) under the terms of any such lease or other agreement. (c) There is set forth on Schedule 3.10 a description of all real property owned by the Company or any of its Subsidiaries. The Company and its Subsidiaries have good and indefeasible title to all propertiesof the real property set forth on Schedule 3.10 hereto, assets in fee simple absolute, free and equipment clear of all Encumbrances, except for Encumbrances set forth on Schedule 3.10. No parcel of the real property set forth on Schedule 3.10 is being condemned, expropriated or otherwise taken by any public authority, with or without payment of compensation therefor, and, to the best knowledge of Arai, no such condemnation, expropriation or taking has been proposed. (d) There is set forth on Schedule 3.10 a description of all real property leased by the Company and its Subsidiaries. The Company and its Subsidiaries have good title to all the leasehold estates pursuant to which the real property set forth on Schedule 3.10 is leased, free and clear of all Encumbrances set forth on such schedule. Neither the Company nor any of its Subsidiaries has breached any provision of or is in default (and no event or circumstance exists that with notice, or the lapse of time or both, would constitute a default by the Company or any Subsidiary) under the terms of any lease or other agreement pursuant to which the real property set forth on Schedule 3.10 is leased. To the best knowledge of Arai, all of such leases or other agreements are in full force and effect. There are no pending or, to the best knowledge of Arai, threatened disputes with respect to any lease or other agreement pursuant to which the real property set forth on Schedule 3.10 is leased and, to the best knowledge of Arai, the lessor thereunder has not breached any provision of and is not in default (and no event or circumstance exists that with notice, or the lapse of time or both, would constitute a default by the lessor) under the terms of any such lease or other agreement. (e) Each of the Company and its Subsidiaries owns or possesses licenses or other rights to use all rights to all Proprietary Rights necessary for the conduct of the business of the Company and its Subsidiaries as presently currently conducted. Set forth in Schedule 3.10 is a complete and accurate list of all patents, except where trademarks and licenses that the failure to Company and its Subsidiaries own or hold such real propertypossess or otherwise have rights to use and all patents, properties, assets trademarks and equipment would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (b) Except as set forth in licenses that the Company SEC Documents filed prior and its Subsidiaries own or possess or otherwise have rights to the date hereofuse. No licenses, sublicenses, covenants or agreements have been granted or entered into by the Company or one any Subsidiary in respect of the items listed in Schedule 3.10 except as noted thereon. None of the Company or any of its Subsidiaries holds good has received any notice of infringement, misappropriation or conflict from any other Person with respect to such Proprietary Rights and marketable fee title the conduct of the business of the Company and its Subsidiaries has not infringed, misappropriated or otherwise conflicted with any Proprietary Rights of any such Person. None of the Company or its Subsidiaries has given indemnification for patent, trademark, service mark xx copyright infringements except to all real property and interests licensees or customers in real property the ordinary course of business. All of the Proprietary Rights that are owned in fee by the Company or its Subsidiaries (the "OWNED REAL PROPERTY"), are owned free and clear of any liens, mortgages, easements, rights-of-way, licenses, use restrictions, claims, charges, options, title defects or encumbrances of any nature whatsoever, except for the Permitted all Encumbrances. All aspects Proprietary Rights that are licensed by the Company or any of its Subsidiaries from third parties are licensed pursuant to valid and existing license agreements and such interests are not subject to any Encumbrances other than those under the applicable license agreements. The consummation of the Owned Real Property are in compliance in all material respects with any and all restrictions and other provisions included transactions contemplated by this Agreement will not result in the Permitted Encumbrancesloss of any Proprietary Rights and will not conflict with, and there are no matters that createconstitute a breach, violation or that with notice termination of, any agreement or understanding, whether written or otherwise, relating to any Proprietary Rights necessary for the passage of time would create, a default under any conduct of the documents evidencing business by the Permitted Encumbrances. As used herein, the term "PERMITTED ENCUMBRANCES" means (i) liens for Taxes not yet due and payable Company or that are being contested in good faith and by appropriate proceedings; (ii) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like liens arising in the ordinary course of business that are less than $10,000 in amount; or (iii) easements, rights-of-way, encroachments, restrictions, conditions and other similar encumbrances of record or incurred or suffered in the ordinary course of business and that, individually or in the aggregate, (A) are not substantial in amount in relation to the applicable Owned Real Property; and (B) do not materially detract from the use, utility or value of the applicable Owned Real Property or otherwise materially impair the Company's present business operations at such locationits Subsidiaries as currently conducted.

Title to and Condition of Properties. (a) The Company owns has good, indefeasible and marketable title to all the Purchased Assets, free and clear of all mortgages, deeds of trust, liens (statutory or holds under valid leases all real property and all propertiesotherwise), assets and equipment necessary for the conduct security agreements, security interests, judgments, claims, pledges, licenses, equities, options, conditional sales contracts, assessments, levies, easements, covenants, reservations, restrictions, rights-of-way, exceptions, limitations, charges or other encumbrances or restrictions of any nature whatsoever (collectively, “Liens”) except those described in Schedule 4.8(a). Except as set forth on Schedule 4.8(a), none of the business Purchased Assets are subject to any restrictions with respect to the transferability thereof. Except as set forth on Schedule 4.8(a), there are no contracts, agreements, arrangements or understandings of any kind that provide for Company to sell or otherwise transfer, or enter into any financing arrangement of any kind with respect to, any of the Work-in-Process. Company has complete and unrestricted power and right to sell, assign, convey and deliver the Purchased Assets to Buyer as presently conductedcontemplated hereby. At Closing, Buyer will receive good and marketable title to all the Purchased Assets, free and clear of all Liens of any nature whatsoever except where the failure to own or hold such real property, properties, assets and equipment would not reasonably be expected to have, individually or those described in the aggregate, a Material Adverse Effect on the CompanySchedule 4.8(b). (b) Except as set forth in the Company SEC Documents filed prior to the date hereof, the Company or one of its Subsidiaries holds good and marketable fee title to all real property and interests in real property owned in fee by the Company or its Subsidiaries (the "OWNED REAL PROPERTY"on Schedule 4.8(b), free and clear of any liens, mortgages, easements, rights-of-way, licenses, use restrictions, claims, charges, options, title defects or encumbrances of any nature whatsoever, except for the Permitted Encumbrances. All aspects none of the Owned items of Personal Property is held under any lease, security agreement, conditional sales contract or other title retention or security arrangement or is located other than on the premises of the Leased Real Property are in compliance in all material respects with any and all restrictions and Property. Except as set forth on Schedule 4.8(b), no Liens or other provisions included in the Permitted Encumbrances, and there are no matters that create, or that with notice or the passage of time would create, a default under instrument encumbering any of the documents evidencing Personal Property has been recorded, filed, executed or delivered. (c) Company has maintained the Permitted EncumbrancesPersonal Property in accordance with sound business practices. As used herein, the term "PERMITTED ENCUMBRANCES" means (i) liens for Taxes not yet due and payable or that are being contested The Personal Property is in good faith operating condition and by appropriate proceedings; (ii) carriers'repair, warehousemen'ssubject to ordinary wear and tear, mechanics', materialmen's, repairmen's and is substantially fit for use in accordance with the past practices of the Business. The Personal Property is adequate for the purposes for which such assets are currently used or other like liens arising are held for use in the ordinary course of business that are less than $10,000 in amount; or (iii) easements, rights-of-way, encroachments, restrictions, conditions and other similar encumbrances of record or incurred or suffered in the ordinary course of business and that, individually or in the aggregate, (A) are not substantial in amount in relation to the applicable Owned Real Property; and (B) do not materially detract from the use, utility or value of the applicable Owned Real Property or otherwise materially impair the Company's present business operations at such locationBusiness.

Title to and Condition of Properties. Newco has (a) The Company owns or holds under valid leases all real property and all propertieswill have, assets and equipment necessary for the conduct as of the business of the Company as presently conductedClosing, except where the failure to own either directly or hold such real property, properties, assets and equipment would not reasonably be expected to have, individually through one or in the aggregate, a Material Adverse Effect on the Company. (bmore wholly-owned subsidiaries) Except as set forth in the Company SEC Documents filed prior to the date hereof, the Company or one of its Subsidiaries holds good and marketable fee title to all real property of the Assets not consisting of Real Property, and interests in real property owned in good and indefeasible fee by simple title or leasehold title to all of the Company or its Subsidiaries (the "OWNED REAL PROPERTY")Assets consisting of Real Property, free and clear of any liens, mortgages, easements, rights-of-way, licenses, use restrictions, claims, charges, options, title defects or all Liens and encumbrances of any nature whatsoever, except for the Permitted Encumbrances. All aspects of the Owned Real Property are in compliance in all material respects with any and all restrictions and other provisions included in the Permitted Encumbrances, and there are no matters that create, or that with notice or the passage of time would create, a default under any of the documents evidencing the Permitted Encumbrances. As used herein, the term "PERMITTED ENCUMBRANCES" means (i) liens those Liens set forth on Schedule 3.1.8 of Sellers’ Disclosure Schedule, (ii) mechanics’, carriers’, workmen’s, repairmen’s or other similar Liens arising or incurred in the ordinary course of business, Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business and Liens for Taxes that are not yet due and payable or that may thereafter be paid without penalty or that are being contested in good faith and by appropriate proceedings; (ii) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like liens arising in the ordinary course of business that are less than $10,000 in amount; or (iii) easementsassessments, rights-of-waygovernmental charges or levies which are not yet due and payable as of the Closing Date, encroachments(iv) other imperfections of title or encumbrances, restrictionsif any, conditions and other similar encumbrances of record or incurred or suffered in the ordinary course of business and thatthat do not, individually or in the aggregate, materially impair the value or the continued use and operation of Sellers’ assets in the conduct of the Business as presently conducted, (Av) any conditions that are or would be shown by a current, accurate survey or physical inspection of any owned or leased property made prior to Closing which do not individually or in the aggregate, materially impair the value or the continued use and operation of the owned property in the conduct of the Business of the Sellers as presently conducted, (vi) zoning, building codes and other similar land use laws imposed by any governmental authority having jurisdiction over such Real Property which are not substantial in amount in relation to violated by the applicable Owned Real Property; and (B) do not materially detract from the use, utility current use or value occupancy of the applicable Owned such Real Property or otherwise the operation of the Business there on, and (vii) easements, covenants, rights-of-way and other similar restrictions which do not individually or in the aggregate, materially impair the Company's present business operations at such locationvalue or the continued use and operation of the owned property in the conduct of the Business of the Sellers as presently conducted (any of the items described in clauses (i) through (vii) hereof being referred to herein as “Permitted Liens”). All material assets are in reasonably good condition, ordinary wear and tear excepted.

Title to and Condition of Properties. (a) The Company owns does not own any interest in fee simple in any real property. (b) The Company has heretofore made available to Parent true, correct and complete copies of all material leases, subleases and other agreements (the "Real Property Leases") under which the Company or holds any of its subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property or facility (the "Leased Real Property"), including all modifications, amendments and supplements thereto. Except (i) in each case where the failure would not reasonably be expected to, individually or in the aggregate, be material to the Company or (ii) as set forth in Section 5.14 to the Company Disclosure Schedule: (A) the Company or one of its subsidiaries has a valid and subsisting leasehold interest in each parcel of Leased Real Property free and clear of all liens, security interests, pledges, charges and encumbrances and each Real Property Lease is in full force and effect, (B) all rent and other sums and charges payable by the Company or its subsidiaries as tenants thereunder are current in all material respects, (C) no termination event or condition or uncured default of a material nature on the part of the Company or any such subsidiary or, to the knowledge of the Company, the landlord, exists under any Real Property Lease, and (D) the Company or one of its subsidiaries is the sole undisputed lessee of each Leased Real Property, is in actual possession thereof and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease. (c) The Company and its subsidiaries own or hold under valid leases all real property and all propertiesproperty, assets plants, machinery and equipment necessary for the conduct of the business of the Company and its subsidiaries as presently conducted, except where the failure to own or hold such real property, propertiesplants, assets machinery and equipment would not reasonably be expected to havenot, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on the Company. (b) Except as set forth in the Company SEC Documents filed prior to the date hereof, the Company or one of its Subsidiaries holds good and marketable fee title to all real property and interests in real property owned in fee by the Company or its Subsidiaries (the "OWNED REAL PROPERTY"), free and clear of any liens, mortgages, easements, rights-of-way, licenses, use restrictions, claims, charges, options, title defects or encumbrances of any nature whatsoever, except for the Permitted Encumbrances. All aspects of the Owned Real Property are in compliance in all material respects with any and all restrictions and other provisions included in the Permitted Encumbrances, and there are no matters that create, or that with notice or the passage of time would create, a default under any of the documents evidencing the Permitted Encumbrances. As used herein, the term "PERMITTED ENCUMBRANCES" means (i) liens for Taxes not yet due and payable or that are being contested in good faith and by appropriate proceedings; (ii) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like liens arising in the ordinary course of business that are less than $10,000 in amount; or (iii) easements, rights-of-way, encroachments, restrictions, conditions and other similar encumbrances of record or incurred or suffered in the ordinary course of business and that, individually or in the aggregate, (A) are not substantial in amount in relation to the applicable Owned Real Property; and (B) do not materially detract from the use, utility or value of the applicable Owned Real Property or otherwise materially impair the Company's present business operations at such location.

Title to and Condition of Properties. (a) The Company owns or holds under valid leases Schedule 2.9(a) hereto sets forth a complete and accurate list of all of the real property and all properties, assets and equipment necessary for the conduct of the business of owned by the Company or each Company Subsidiary. Except as presently conductedset forth on Schedule 2.9(a) hereto, except where the failure Company and each Company Subsidiary has good and marketable title to own or hold all of such owned real property, propertiesfree and clear of all Encumbrances, assets and equipment would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Companyexcept for Permitted Encumbrances. (b) Schedule 2.9(b) hereto sets forth a complete and accurate list of all leases of real property to which the Company or any of the Company Subsidiaries is a party on the date hereof or by which any of them is presently bound (whether as lessee or lessor). Except as set forth on Schedule 2.9(b) hereto, (i) all of such leases are in the Company SEC Documents filed prior to the date hereoffull force and effect and are valid and enforceable in accordance with their terms, the Company or one of its Subsidiaries holds good and marketable fee title to all real property and interests in real property owned in fee (ii) there is not under any such lease any default by the Company or its any Company Subsidiary or, to the Company's Knowledge, any other Person, or any event that with notice or lapse of time or both would constitute a default and (iii) the Company or any Company Subsidiary is in possession of the real property covered under each lease set forth on Schedule 2.9(b) hereto in which it is a lessee. (c) The Company and the Company Subsidiaries (have good and marketable title to, or valid and subsisting leasehold interests in, all of the "OWNED REAL PROPERTY")personal property reflected on the Company Financial Statements or used or useful in their respective businesses, free and clear of any liens, mortgages, easements, rights-of-way, licenses, use restrictions, claims, charges, options, title defects or encumbrances of any nature whatsoeverall Encumbrances, except for the Permitted Encumbrances. All aspects . (d) Except as set forth on Schedule 2.9(d) hereto, the Company and its Subsidiaries own or control all of the Owned Real Property are in compliance in all material respects with any and all restrictions and other provisions included assets, contracts, leases or Licenses required to enable them to collectively operate their respective businesses after the Closing Date in the Permitted Encumbrancessame manner as such businesses are presently conducted. Except as set forth on Schedule 2.9(d) hereto, and there are no matters that create, or that with notice or the passage of time would create, a default under any businesses of the documents evidencing the Permitted Encumbrances. As used herein, the term "PERMITTED ENCUMBRANCES" means (i) liens for Taxes not yet due Company and payable or that are being contested in good faith and by appropriate proceedings; (ii) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like liens arising in the ordinary course of business that are less than $10,000 in amount; or (iii) easements, rights-of-way, encroachments, restrictions, conditions and other similar encumbrances of record or incurred or suffered in the ordinary course of business and that, individually or in the aggregate, (A) its Subsidiaries as presently conducted are not substantial in amount in relation dependent on the right to use the applicable Owned Real Property; and (B) do not materially detract from the use, utility assets or value property of the applicable Owned Real Property or otherwise materially impair the Company's present business operations at such locationothers.

Title to and Condition of Properties. (a) The Company owns or holds under valid leases all real property and all properties, assets and equipment necessary for the conduct of the business of the Company as presently conducted, except where the failure to own or hold such real property, properties, assets and equipment would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (bi) Except as set forth in the Company SEC Documents filed prior to the date hereofSchedule 4.2(l), the Company or one of its Subsidiaries holds good Seller has good, valid and marketable fee indefeasible title to all real of its material assets and properties of every kind, nature and description, tangible or intangible, wherever located, which constitute all of the property now used in and necessary for the conduct of its business as presently conducted (including, without limitation, all material property and interests assets shown or reflected on the Audited Statements or the Interim Statements, when delivered, except inventory sold in real property owned the ordinary course of business). Except as set forth in fee by the Company or its Subsidiaries (the "OWNED REAL PROPERTY"Schedule 4.2(l), all such properties are owned free and clear of any all mortgages, pledges, liens, mortgagessecurity interests, easements, rights-of-way, licenses, use restrictions, claims, charges, options, title defects or encumbrances and restrictions of any nature whatsoever, except for the Permitted Encumbrances. All aspects of the Owned Real Property are in compliance in all material respects with any and all restrictions and other provisions included in the Permitted Encumbrancesincluding, and there are no matters that create, or that with notice or the passage of time would create, a default under any of the documents evidencing the Permitted Encumbrances. As used herein, the term "PERMITTED ENCUMBRANCES" means (i) liens for Taxes not yet due and payable or that are being contested in good faith and by appropriate proceedings; (ii) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like liens arising in the ordinary course of business that are less than $10,000 in amount; or (iii) easements, rights-of-way, encroachments, restrictions, conditions and other similar encumbrances of record or incurred or suffered in the ordinary course of business and that, individually or in the aggregatewithout limitation, (A) are not substantial rights or claims of parties in amount in relation to the applicable Owned Real Propertypossession; and (B) do easements or claims of easements; (C) encroachments, overlaps, boundary line or water drainage disputes or any other matters; (D) any lien or right to a lien for services, labor or material furnished; (E) special tax or other assessments; (F) options to purchase, leases, tenancies, or land contracts; (G) contracts, covenants, or reservations which restrict the use of such properties and (H) violations of any Applicable Laws applicable to such properties. All such properties are usable for their current uses without violating any Applicable Laws, or any applicable private restriction, and such uses are legal conforming uses. Except as set forth in Schedule 4.2(l), no financing statement under the Uniform Commercial Code or similar law naming Seller or any of its predecessors is on file in any jurisdiction in which Seller owns property or does business, and Seller is not materially detract from the use, utility a party to or value bound under any material agreement or legal obligation authorizing any party to file any such EXECUTION COPY financing statement. Schedule 4.2(l) contains a complete and accurate list of the applicable Owned Real Property location of all real property which is owned, leased or otherwise materially impair operated by Seller and describes the Companynature of Seller's present interest in that real property. With respect to any real property leased by Seller, Seller has a valid leasehold interest in that real property. (ii) Except as set forth in Schedule 4.2(l), all real property, plants and structures and all machinery and equipment and tangible personal property owned, leased or used by Seller and material to the operation of its business operations at are suitable for the purpose or purposes for which they are being used (including full compliance with all Applicable Laws) and are in good condition and repair, ordinary wear and tear excepted. EXCEPT AS EXPRESSLY SET FORTH HEREIN, SELLER HAS NOT MADE, DOES NOT INTEND TO MAKE, AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED REPRESENTATIONS OR WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Schedule 4.2(l) lists, and Seller has furnished or made available to Buyer, copies of all engineering, geologic and environmental reports prepared by or for Seller or with respect to the real property owned, leased or used by Seller; provided, however, Seller has made no representation whatsoever about the accuracy of such locationreports or the sufficiency thereof for Buyer's purposes.