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

Title to and Condition of Properties. (a) Subject to the terms and conditions of any agreements or other documents or instruments creating any title in or to the Real Property, as set forth in Schedule 1.1(a)(iii), the Seller owns, and has good title to, the Real Property, set forth in Schedule 1.1(a)(iii), free and clear of any Liens, other than permitted Liens and Liens and imperfections of title that would not have a Material Adverse Effect. The Real Property is not being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, or, 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 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 Liens 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 of the Proprietary Rights set forth in Schedule 1.1(a)(v) to this Agreement that are owned by the Seller are owned free and clear of all Liens (other than Permitted Liens) and all such Proprietary Rights will be transferred or licensed to the Buyer free and clear of all Liens (other 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 loss of any Proprietary Rights and will not conflict with, constitute a breach, violation or termination of, any agreement or understanding, whether written or otherwise, relating to the Proprietary Rights set forth in Schedule 1.1(a)(v) to this Agreement, other than a conflict, breach, violation or termination that would not have a Material Adverse Effect.

Title to and Condition of Properties. (a) Subject to the terms and conditions of any agreements or other documents or instruments creating any title in or to the Real Property, as set forth in Schedule 1.1(a)(iii), the The Seller owns, and has good and indefeasible title to, the each parcel of Real Property, set forth in Schedule 1.1(a)(iii), free and clear of any Liens, other than permitted Permitted Liens and Liens and imperfections of title that would not have a Material Adverse Effect. The No parcel of Real Property is not 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, ornor, 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 and Liens which would not have a Material Adverse Effect that are set forth on Schedule 2.4 (b)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 and Liens which would not have a Material Adverse EffectLiens. 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 heretoBuyer. (c) A list and description All Equipment (excluding Equipment that did not have a cost basis of all Equipment and Facilities used in $25,000 or relating to more at their respective dates of acquisition by the Business Seller) is set forth in Schedule 1.1(a)(i)SECTION 1.1(A)(I) of the Disclosure Schedule. Subject to the terms and conditions of any equipment leases or similar arrangements, the The Seller has good and marketable title to the all 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 All Inventories at September 30, 1996 are set forth in Schedule 1.1(a)(iiSECTION 1.1(A)(II) of the Disclosure Schedule. The Seller has good and marketable title to all Inventories free and clear of all Liens other than Permitted Liens. (e) The Accounts Receivable are owned by the Seller free and clear of all Liens. (f) The Seller owns or possesses licenses or other rights to use all rights to all Proprietary Rights necessary for the conduct of the Business as currently conducted. On the Closing Date, the Seller and Weatherford will transfer or cause to be transferred all Proprietary Information set Xxxxxx xxxxssary for the conduct of the Business as currently conducted. Set forth in SECTION 2.4(F) of the Disclosure Schedule 1.1(a)(v)is a complete and accurate list of all patents, trademarks and licenses the Seller owns or possesses or otherwise has rights to use and all patents, trademarks and licenses pertaining to the Business that the Seller owns or possesses or otherwise has rights to use. No licenses, sublicenses, covenants or agreements have been granted or entered into by the Seller in respect of the items listed in SECTION 2.4(F) of the Disclosure Schedule except as noted thereon. The Seller has not received any notice of infringement, misappropriation or conflict from any other Person with respect to the such Proprietary Rights and, to the Seller’s 's knowledge, the conduct of the Business has not infringed, misappropriated or otherwise conflicted with any proprietary rights Proprietary Rights of any personsuch Person. All of the Proprietary Rights set forth in Schedule 1.1(a)(v) to this Agreement that are owned by the Seller are owned free and clear of all Liens (other than Permitted Liens) and all such Proprietary Rights will be transferred or licensed to the Buyer free and clear of all Liens (other than Permitted Liens). The All 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 Liensagreements. The consummation of the transactions contemplated by this Agreement will not result in the loss of any Proprietary Rights and will not conflict with, constitute a breach, violation or termination of, any agreement or understanding, whether written or otherwise, relating to the any Proprietary Rights set forth in Schedule 1.1(a)(v) to this Agreement, other than a conflict, breach, violation or termination that would not have a Material Adverse Effectnecessary for the conduct of the Business as currently conducted.

Title to and Condition of Properties. (a) Subject to the terms and conditions of any agreements or other documents or instruments creating any title in or to the Real Property, as set forth in Schedule 1.1(a)(iii), the The Seller owns, and has good and marketable title to, the Real Property, set forth in Schedule 1.1(a)(iii), free and clear of any Liens, other than permitted Liens and Liens and imperfections of title that would not have a Material Adverse Effect. The Real Property is not being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, or, 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 Equipment 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)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 All of the Leasehold Interest, in each case free and clear of Liens, except for Permitted Liens 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 Equipment is in the appropriate Schedule heretoSeller's possession and control. (cb) 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 The Seller has good and marketable title to the Equipment set forth in Schedule 1.1(a)(i) all Inventories free and clear of all Liens other than Liens, except Permitted Liens. All Inventories are in the Seller's possession and control except as set forth on Section 2.4(b) of the Disclosure Schedule. (dc) The Seller owns the Accounts Receivable set forth in Schedule 1.1(a)(ii) are owned by the Seller free and clear of all Liens Liens. All Accounts Receivable were generated in the ordinary course of business and are believed to be collectable within 90 days following the Closing Date, subject to any applicable reserves included on the Financial Statements. (i) The Seller or the Affiliated Company owns, free and clear of all Liens, other than Permitted Liens. (e) The Seller owns , or possesses licenses or other rights to use all the rights to all 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, necessary for the conduct of the Business has not infringedas currently conducted. At the Closing, misappropriated the Seller, the Shareholders and the Affiliated Company will transfer or cause to be transferred all Proprietary Information necessary for the conduct of the Business as currently conducted. Set forth in Section 1.1(a)(iv) of the Disclosure Schedule is a complete and accurate list of all patents, trademarks and licenses the Seller or the Affiliated Company owns or possesses or otherwise conflicted with any proprietary has rights of any personto use and that pertain to the Business. All of the Proprietary Rights set forth in Schedule 1.1(a)(v) to this Agreement Information that are owned by the Seller are owned free and clear of all Liens (other than Permitted Liens) and all such Proprietary Rights will be transferred or licensed to the Buyer free and clear of all Liens (other than Permitted Liens). The Proprietary Rights set forth in Schedule 1.1(a)(v) to this Agreement that are is licensed by the Seller from third parties are is 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 Liensagreements. The consummation of the transactions contemplated by this Agreement will not result in the loss of any Proprietary Rights Information and will not conflict with, constitute a breach, violation or termination of, of any agreement or understanding, whether written or otherwise, relating to any Proprietary Information necessary for the conduct of the Business as currently conducted. (ii) No licenses, sublicenses, covenants or agreements have been granted or entered into by the Seller or any of the Shareholders in respect of the items listed in Section 1.1(a)(iv) of the Disclosure Schedule except as noted thereon. None of the Seller or any of the Shareholders has received any notice of infringement, misappropriation or conflict from any other Person with respect to such Proprietary Information and the conduct of the Business has not infringed, misappropriated or otherwise conflicted with any Proprietary Information of any such Person. The Seller has not given any indemnification for patent, trademark, service mark xx copyright infringements except to licensees or customers in the ordinary course of business. All of the Proprietary Rights Information that is owned by the Seller is owned free and clear of all Liens and all such Proprietary Information will be transferred to the Buyer free and clear of all Liens, including any claims by any claimed or alleged co-inventors or co-owners. (e) All Real Property is set forth in Schedule Section 1.1(a)(v) of the Disclosure Schedule. All leases of Real Property leased for the use or benefit of the Seller and to this Agreementwhich it is a party, other than and all amendments and modifications thereof, are in full force and effect and there exists no default under the leases by the Seller, nor any event that with notice or lapse of time or both would constitute a conflictdefault thereunder by the Seller. (f) The Transferred Assets include all assets used in connection with or relating to the Business of every type and description, breachtangible and intangible, violation wherever located and whether or termination not reflected on the books and records of the Seller (but not including Excluded Assets). To the extent that would any of the Transferred Assets are not have a Material Adverse Effectin the possession (actual or constructive) of the Seller, the Seller and the Shareholders shall cause the holder thereof to transfer and assign such assets to the Buyer at the Closing.

Title to and Condition of Properties. (a) Subject The Sellers have good and marketable title to the terms and conditions of any agreements or other documents or instruments creating any title in or to the Real Property, as set forth in Schedule 1.1(a)(iii), the Seller owns, and has good title to, the Real Property, set forth in Schedule 1.1(a)(iii), free and clear of any Liens, other than permitted Liens and Liens and imperfections of title that would not have a Material Adverse Effect. The Real Property is not being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, or, 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 Equipment free and clear of all Liens, except for Permitted Liens Liens. All of the Equipment is in the Sellers' possession and Liens which would not have a Material Adverse Effect that are set forth on Schedule 2.4 control. (b). ) The Seller either owns the improvements Sellers have good 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 marketable title to all Inventories free and clear of all Liens, except for Permitted Liens Liens. All Inventories are in the Sellers' possession and Liens which would not have a Material Adverse Effect. A true and complete copy or written description control except as set forth on Section 2.4(b) 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 heretoDisclosure Schedule. (c) A list and description of all Equipment and Facilities used in or relating to The Accounts Receivable are owned by 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) Sellers free and clear of all Liens other than Liens, except Permitted Liens. All Accounts Receivable were generated in the ordinary course of business and Accounts Receivable of U.S. customers are believed to be collectable within 90 days following the Closing Date and all Accounts Receivable of international customers are believed to be collectable within 120 days following the Closing Date, subject to any applicable reserves included on the Financial Statements. (d) (i) The Seller owns the Accounts Receivable set forth in Schedule 1.1(a)(ii) Sellers own, free and clear of all Liens Liens, other than Permitted Liens. (e) The Seller owns , or possesses possess licenses or other rights to use all the rights to all 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, necessary for the conduct of the Business has not infringedas currently conducted. At the Closing, misappropriated the Sellers and the Shareholders will transfer or cause to be transferred all Proprietary Information necessary for the conduct of the Business as currently conducted. Set forth in Section 1.1(a)(iv) of the Disclosure Schedule is a complete and accurate list of all patents, trademarks and licenses the Sellers own or possess or otherwise conflicted with any proprietary has rights of any personto use and that pertain to the Business. All of the Proprietary Rights set forth in Schedule 1.1(a)(v) to this Agreement Information that are owned by the Seller are owned free and clear of all Liens (other than Permitted Liens) and all such Proprietary Rights will be transferred or licensed to the Buyer free and clear of all Liens (other than Permitted Liens). The Proprietary Rights set forth in Schedule 1.1(a)(v) to this Agreement that are is licensed by the Seller Sellers from third parties are is 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 Liensagreements. The consummation of the transactions contemplated by this Agreement will not result in the loss of any Proprietary Rights Information and will not conflict with, constitute a breach, violation or termination of, of any agreement or understanding, whether written or otherwise, relating to any Proprietary Information necessary for the Proprietary Rights set forth in Schedule 1.1(a)(v) to this Agreement, other than a conflict, breach, violation or termination that would not have a Material Adverse Effectconduct of the Business as currently conducted.

Title to and Condition of Properties. (a) Subject to the terms and conditions of any agreements or other documents or instruments creating any title in or to the Real Property, as set forth in Schedule 1.1(a)(iii), the Seller owns, and has good title to, the Real Property, set forth in Schedule 1.1(a)(iii), free and clear of any Liens, other than permitted Liens and Liens and imperfections of title that would not have a Material Adverse Effect. The Real Property is not being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, or, to the knowledge of the Seller, has any such condemnation, expropriation or taking been proposedowns no real property. (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 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 Liens 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) identified as being owned by it free and clear of all Liens other than Permitted liens. (c) The Seller has valid title to all Inventories identified as being owned by Seller free and clear of all Liens. (d) The Seller owns the Accounts Receivable set forth in Schedule 1.1(a)(ii) identified as being owned by Seller free and clear of all Liens Liens. All of the Accounts Receivable are collectible in the ordinary course of business in accordance with past practice (but in no event more than 120 days from the due date) and will not be subject to any offset or other than Permitted Liensdefenses to the payment thereof. (e) The Seller owns owns, or possesses adequate licenses or other rights to use 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 rights to the Proprietary Rights identified as patents, patent applications, trademarks and service xxxx registrations and applications therefor included in the Proprietary Rights have been duly registered or filed with the United States Patent and Trademark office or, to the extent registered or applied for in other countries, the corresponding offices of those other countries, and the registrations have been properly maintained and renewed in accordance with all applicable Laws. Buyer acknowledges that Seller has advised Buyer regarding the administrative abandonment of the Freecaller service xxxx on September 23, 1999. There are no adverse claims or demands of any Person pending, or to the knowledge of the Seller, threatened that pertain to any of the Proprietary Information and no potential claims from any Persons for infringement of patents, trademarks or copyrights used in connection with the Transferred Assets. The Proprietary Information constitutes proprietary rights sufficient to allow the Buyer to continue to operate the Transferred Assets in Business as conducted prior to the Closing Date, and there are no other proprietary rights of any kind or nature owned or used by the Seller (or any of their Affiliates or divisions) that are necessary in connection with the operation of the Business and that are not included in the Proprietary Information. Except as set forth in Section 3.4(e) of the Disclosure Schedule, the operation of the Business utilizing the Transferred Assets has not and does not violate or infringe any trade secrets or confidential information, United States or foreign copyrights, trademarks, service marks, or similar rights and, to the Seller’s knowledge, the conduct knowledge of the Business Seller, any United States of foreign patents, patent applications, utility models, design registrations, or the like. Except as reflected in Section 3.4(e) of the Disclosure Schedule, no employees or agents of the Seller has entered into any agreement relating to the business of Seller regarding know-how, trade secrets, cession, delegation or assignment of any rights or inventions or prohibition or restriction of competition or solicitation of customers, or any other similar restrictive agreement or covenant, whether written or oral, with any person other than the Seller. All licenses are in full force and effect, there has not infringed, misappropriated or otherwise conflicted with been any proprietary rights of material default in any person. All of the Proprietary Rights set forth in Schedule 1.1(a)(v) obligation to this Agreement that are owned be performed by the Seller are owned free thereunder, the Seller have not waived or released any material right thereunder, and clear except as noted in Sections 3.10 and 3.4(e), neither the execution and delivery of all Liens (other than Permitted Liens) and all such Proprietary Rights will be transferred or licensed to the Buyer free and clear of all Liens (other than Permitted Liens). The Proprietary Rights set forth in Schedule 1.1(a)(v) to this Agreement that are licensed by nor 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 loss of any Proprietary Rights and will not conflict with, constitute a breach, violation breach or termination default of, violate, or give rise to a right to cancel or terminate any agreement or understanding, whether written or otherwise, relating to the Proprietary Rights set forth in Schedule 1.1(a)(v) to this Agreement, other than a conflict, breach, violation or termination that would not have a Material Adverse Effectof such licenses.

Title to and Condition of Properties. (a) Subject to the terms and conditions of any agreements or other documents or instruments creating any title in or to the Real Property, as set forth in Schedule 1.1(a)(iii), the The Seller owns, and has good and indefeasible title to, the each parcel of Real Property, set forth in Schedule 1.1(a)(iii), free and clear of any Liens, other than permitted Permitted Liens and Liens and imperfections of title that that, singly or in the aggregate, would not have a Material Adverse Effect. The No parcel of Real Property is not 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, ornor, 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 and Liens which would not have a Material Adverse Effect that are set forth on Schedule 2.4 (b)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 and Liens which would not have a Material Adverse EffectLiens. 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 heretoBuyer. (c) A list and description All Equipment (excluding Equipment that did not have a cost basis of all Equipment and Facilities used in $500 or relating to more at their respective dates of acquisition by the Business Seller) is set forth in Schedule Section 1.1(a)(i)) of the Disclosure Schedule. Subject to the terms and conditions of any equipment leases or similar arrangements, the The Seller has good and marketable title to the all Equipment set forth in Schedule 1.1(a)(i) free and clear of all Liens other than Permitted Liens. All of the Equipment is in the Seller's possession and control. (d) The Seller owns the Accounts Receivable All Inventories at September 30, 1996 are set forth in Schedule 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 other than Permitted Liens. (e) The Accounts Receivable are owned by the Seller free and clear of all Liens. (f) 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 rights to the all Proprietary Rights and, to the Seller’s knowledge, necessary for the conduct of the Business has not infringedas currently conducted. On the Closing Date, misappropriated the Seller and Weatxxxxxxx xxxl transfer or otherwise conflicted with any proprietary rights of any person. All cause to be transferred all Proprietary Rights necessary for the conduct of the Proprietary Rights set forth in Schedule 1.1(a)(v) to this Agreement that are owned by the Seller are owned free and clear of all Liens (other than Permitted Liens) and all such Proprietary Rights will be transferred or licensed to the Buyer free and clear of all Liens (other 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 loss of any Proprietary Rights and will not conflict with, constitute a breach, violation or termination of, any agreement or understanding, whether written or otherwise, relating to the Proprietary Rights set forth in Schedule 1.1(a)(v) to this Agreement, other than a conflict, breach, violation or termination that would not have a Material Adverse Effect.Business as

Title to and Condition of Properties. (ai) Subject The Company is registered as owner of an estate in fee simple in and to the terms and conditions each parcel of any agreements or other documents or instruments creating any title in or to the Real Property, as set forth in Schedule 1.1(a)(iii), the Seller owns, and has good title to, the Real Property, set forth in Schedule 1.1(a)(iii), free and clear of any Liens, other than permitted Permitted Liens and Liens and imperfections of title that would not have a Material Adverse Effect. The No parcel of Real Property is not 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, ornor, to the knowledge of the Seller, has any such condemnation, expropriation or taking been proposed. (bii) The Seller 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 and Liens which would not have a Material Adverse Effect that are set forth on Schedule 2.4 (b)Liens. The Seller 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 and Liens which would not have a Material Adverse EffectLiens. 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 in the appropriate Schedule heretoBuyer. (ciii) A list and description All Equipment (excluding Equipxxxx xxxx xid not have a cost basis of all Equipment and Facilities used in $25,000 or relating to more at their respective dates of acquisition by the Business Company) is set forth in Schedule 1.1(a)(i)SECTION 1.1(A)(I) of the Disclosure Schedule. Subject to the terms and conditions of any equipment leases or similar arrangements, the Seller The Company has good and marketable title to the all Equipment set forth in Schedule 1.1(a)(i) free and clear of all Liens other than Permitted Liens.. \ (div) The Seller owns the Accounts Receivable All Inventories at September 30, 1996 are set forth in Schedule 1.1(a)(iiSECTION 1.1(A)(II) of the Disclosure Schedule. The Company has good and marketable title to all Inventories free and clear of all Liens other than Permitted Liens. (ev) The Seller Accounts Receivable are owned by the Company free and clear of all Liens. (vi) The Company owns or possesses licenses or other rights to use all rights to all Proprietary Rights necessary for the Proprietary Information set conduct of the Business as currently conducted. Set forth in SECTION 2.4(F) of the Disclosure Schedule 1.1(a)(v)is a complete and accurate list of all patents, trademarks and licenses the Company owns or possesses or otherwise has rights to use and all patents, trademarks and licenses pertaining to the Business that the Company owns or possesses or otherwise has rights to 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 Seller Company has not received any notice of infringement, misappropriation or conflict from any other Person with respect to the such Proprietary Rights and, to the Seller’s 's knowledge, the conduct of the Business has not infringed, misappropriated or otherwise conflicted with any proprietary rights Proprietary Rights of any personsuch Person. All of the Proprietary Rights set forth in Schedule 1.1(a)(v) to this Agreement that are owned by the Seller Company are owned free and clear of all Liens (other than Permitted Liens) and all such . All Proprietary Rights will be transferred or licensed to the Buyer free and clear of all Liens (other than Permitted Liens). The Proprietary Rights set forth in Schedule 1.1(a)(v) to this Agreement that are licensed by the Seller Company 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 Liensagreements. The consummation of the transactions contemplated by this Agreement will not result in the loss of any Proprietary Rights and will not conflict with, constitute a breach, violation or termination of, any agreement or understanding, whether written or otherwise, relating to the any Proprietary Rights set forth in Schedule 1.1(a)(v) to this Agreement, other than a conflict, breach, violation or termination that would not have a Material Adverse Effectnecessary for the conduct of the Business as currently conducted.

Title to and Condition of Properties. (a) Subject to All Equipment is set forth in Section 1.1(a)(i) of the terms and conditions of any agreements or other documents or instruments creating any title in or to the Real Property, Disclosure Schedule. Except as set forth in Schedule 1.1(a)(iii)Section 2.4(a) of the Disclosure Schedule, the Seller owns, and has good and marketable title toto all Equipment free and clear of all Liens. All of the Equipment is in the Seller's possession and control. (b) As of the date of this Agreement, the Real Property, all Inventories are set forth in Schedule 1.1(a)(iii)Section 1.1(a)(ii) of the Disclosure Schedule. Except as set forth in Section 2.4(b) of the Disclosure Schedule, the Seller has good and marketable title to all Inventories free and clear of all Liens and all Inventories are in the Seller's possession and control. (c) Except as set forth in Section 2.4(c) of the Disclosure Schedule, the Accounts Receivable are owned by the Seller free and clear of all Liens. All Accounts Receivable were generated in the ordinary course of business and are believed to be collectable within 90 days following the Closing Date. (d) The Seller owns, free and clear of any all Liens, or possesses licenses or other than permitted Liens and Liens and imperfections of title that would not have a Material Adverse Effect. The Real Property is not being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, or, rights to use all rights to all Proprietary Information necessary for the knowledge conduct of the Seller's business as currently conducted. At the Closing, the Seller and the Shareholders will transfer or cause to be transferred all Proprietary Information. Set forth in Section 1.1(a)(iv) of the Disclosure Schedule is a complete and accurate list of all patents, trademarks and licenses the Seller owns or possesses or otherwise has rights to use. No licenses, sublicenses, covenants or agreements have been granted or entered into by the Seller or any of the Shareholders in respect of the items listed in Section 1.1(a)(iv) of the Disclosure Schedule except as noted thereon. None of the Seller or the Shareholders has received any notice of infringement, misappropriation or conflict from any other Person with respect to such Proprietary Information and the Seller has not infringed, misappropriated or otherwise conflicted with any Proprietary Information of any such condemnationPerson. The Seller has not given any indemnification for patent, expropriation trademark, service mark xx copyright infringements except to licensees or taking been proposedcustomers in the ordinary course of business. All of the Proprietary Information that is owned by the Seller is owned free and clear of all Liens and all such Proprietary Information will be transferred to the Buyer free and clear of all Liens, including any claims by any claimed or alleged co-inventors or co-owners. All Proprietary Information that is licensed by the Seller from third parties is 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. The consummation of the transactions contemplated by this Agreement will not result in the loss of any Proprietary Information and will not conflict with, constitute a breach, violation or termination of any agreement or understanding, whether written or otherwise, relating to any Proprietary Information. (be) 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 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 Liens 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 heretoBuyer. (cf) A list and description To the extent that any of all Equipment and Facilities used the Transferred Assets are not in or relating to the Business is set forth in Schedule 1.1(a)(i). Subject to possession of the terms and conditions of any equipment leases or similar arrangementsSeller, the Seller has good and marketable title the Shareholders shall cause the holder thereof to the Equipment set forth in Schedule 1.1(a)(i) free transfer 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 of the Proprietary Rights set forth in Schedule 1.1(a)(v) to this Agreement that are owned by the Seller are owned free and clear of all Liens (other than Permitted Liens) and all assign such Proprietary Rights will be transferred or licensed assets to the Buyer free and clear of all Liens (other than Permitted Liens). The Proprietary Rights set forth in Schedule 1.1(a)(v) to this Agreement that are licensed by at 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 loss of any Proprietary Rights and will not conflict with, constitute a breach, violation or termination of, any agreement or understanding, whether written or otherwise, relating to the Proprietary Rights set forth in Schedule 1.1(a)(v) to this Agreement, other than a conflict, breach, violation or termination that would not have a Material Adverse EffectClosing.