Common use of Title to Assets, Etc Clause in Contracts

Title to Assets, Etc. (a) Seller has good and marketable fee simple title to, or valid leasehold interests in, the Purchased Assets. (b) None of the Purchased Assets are subject to any Encumbrances except: (i) Encumbrances disclosed in the Financial Statements, (ii) Encumbrances for taxes not yet due and payable or being contested in good faith, in each case, which are set forth on the Disclosure Schedule, or (iii) ------------------- Encumbrances that are set forth on the Disclosure Schedule and could not be ------------------- reasonably expected to have an Adverse Effect. (c) The Purchased Assets constitute all of the assets and rights that are necessary or desirable for the conduct of the Business. Seller has performed all the obligations required to be performed by it with respect to all Purchased Assets leased by it through the date hereof. (d) Seller enjoys peaceful and undisturbed possession of all Facilities owned or leased by it, and such Facilities are not subject to any Encumbrances, encroachments, building or use restrictions, exceptions, reservations or limitations which in any respect interfere with or impair the present and continued use thereof in the usual and normal conduct of the Business. (e) There are no pending or threatened condemnation proceedings relating to any of the Facilities. (f) The real property improvements (including leasehold improvements), equipment and other tangible assets owned or used by Seller at the Facilities are insured generally in accordance with industry standards for the coin- operated laundry equipment services industry and are structurally sound with no known defects. None of said improvements, equipment and other assets are subject to any commitment or other arrangement for their sale or use by any Representative of Seller or third parties. (g) The Purchased Assets of Seller shown on the Balance Sheet and acquired after the Balance Sheet Date are valued at or below actual cost less an adequate and proper depreciation charge. All such Purchased Assets have a fair market or realizable value at least equal to the value thereof as reflected in the Balance Sheet. Seller has not depreciated any of the Purchased Assets on an accelerated basis or in any other manner inconsistent with applicable Internal Revenue Service guidelines, if any.

Title to Assets, Etc. (a) Seller Consistent with the Disclosure Schedule, each of the Companies has ------------------- good and marketable fee simple title to, or valid leasehold interests interest in, all the Purchased Assets.assets (including the (b) None of the Purchased Assets are subject to any Encumbrances except: (i) Encumbrances disclosed in the Financial Statements, (ii) Encumbrances for taxes not yet due and payable or being contested in good faith, in each case, faith which are set forth on the Disclosure Schedule, or (iii) ------------------- Encumbrances that are set forth on the ------------------- Disclosure Schedule and could not be ------------------- reasonably expected to have an Adverse ------------------- Effect. (c) The Purchased Assets constitute all of the assets and rights that which are necessary or desirable for the conduct of the Business. Seller Each of the Companies has performed all the obligations required to be performed by it with respect to all Purchased Assets leased by it through the date hereof. (d) Seller Each of the Companies enjoys peaceful and undisturbed possession of all Facilities (except for the Location Contracts) owned or leased by it, and such Facilities are not subject to any Encumbrances, encroachments, building or use restrictions, exceptions, reservations or limitations which in any respect interfere with or impair the present and continued use thereof in the usual and normal conduct of the Business; each of the Companies enjoys peaceful and undisturbed possession of all locations set forth in the Location Contracts owned or leased by it, and such locations are not subject to any Encumbrances, encroachments, building or use restrictions, exceptions, reservations or limitations which, to the best of Sellers' knowledge, interfere with or impair the present and continued use thereof in the usual and normal conduct of the Business. (e) There Except as set forth on the Disclosure Schedule, there are no pending ------------------- or, to any of the Companies' or Sellers' best knowledge, threatened condemnation proceedings relating to any of the Facilities. (f) The real property improvements (including leasehold improvements), equipment and other tangible assets owned or used by Seller any of the Companies at the Facilities are insured generally in accordance with industry standards for the coin- coin-operated laundry equipment services industry and are structurally sound with no known defects. None Except as set forth on the Disclosure Schedule, none of said ------------------- the real property improvements, equipment and other assets are subject to any commitment or other arrangement for their sale or use by any Representative affiliate of Seller any of the Companies or third parties. (g) The Purchased Assets None of Seller shown on the Balance Sheet and acquired after the Balance Sheet Date are valued at or below actual cost less an adequate and proper depreciation charge. All such Purchased Assets have a fair market or realizable value at least equal to the value thereof as reflected in the Balance Sheet. Seller Companies has not depreciated any of the Purchased Assets on an accelerated basis or in any other manner inconsistent with applicable Internal Revenue Service guidelines, if any.

Title to Assets, Etc. (a) Seller has The Xxxxx Entities have good and marketable fee simple title to, or valid leasehold interests in, to the Purchased Assets. (b) None . Except as set forth in the Disclosure Schedule and for Encumbrances which will be removed prior to the Closing Date, none of the Purchased Assets are subject to any Encumbrances except: (i) Encumbrances disclosed in the Financial Statements, (ii) Encumbrances for taxes not yet due and payable or being contested in good faith, in each case, which are set forth on the Disclosure Schedule, or (iii) ------------------- Encumbrances that are set forth on the Disclosure Schedule and could not be ------------------- reasonably expected to have an Adverse Effect. (c) The Purchased Assets constitute all of the assets and rights that are necessary or desirable for the conduct of the BusinessEncumbrances. Seller Each Xxxxx Entity has performed all the material obligations required to be performed by it with respect to all Purchased Assets owned or leased by it through the date hereof. (db) Seller Each Xxxxx Entity enjoys peaceful and undisturbed possession of all Facilities owned or leased by it, and such Facilities are not subject to any EncumbrancesEncumbrance, encroachments, building or use restrictions, exceptions, reservations or limitations which interfere in any material respect interfere with or impair in any material respect the present and continued use thereof in the usual and normal conduct of the Business. All Facilities are supplied with utilities and other services necessary for the Business with respect thereto (including any necessary gas, electricity, water (including, without limitation, the unrestricted use and right to a water supply sufficient for the Business), irrigation, sanitary and storm sewer service). (ec) There are no pending condemnation proceedings pursuant to which a Spagat, Xxxxxx or a Xxxxx Entity has been named a party and served with a complaint or, to the knowledge of Sellers, threatened condemnation proceedings relating to any of the Facilities (other than the Locations). To the knowledge of Sellers and Xxxxxx, there are no pending condemnation proceedings pursuant to which Spagat, Xxxxxx or a Xxxxx Entity has been named as a party and served with a complaint or threatened condemnation proceedings relating to any of the Facilities. (f) Locations. The real property improvements (including leasehold improvements), equipment and other tangible assets owned or used by Seller the Xxxxx Entities at the Facilities are insured generally in accordance with industry standards for the coin- operated laundry equipment services industry and are structurally sound with with, to the knowledge of Sellers and Xxxxxx, no known material defects. None Except as set forth in the Disclosure Schedule, none of said improvements, equipment Fixtures and Equipment or other assets are is subject to any commitment or other arrangement for their sale or use by any Representative of Seller or third partiesother Person. (gd) The Purchased Assets Disclosure Schedule states the name of Seller shown on the Balance Sheet and acquired after the Balance Sheet Date are valued at each bank or below actual cost less other financial institution with which MLSLP or MAS has an adequate and proper depreciation charge. All such Purchased Assets have a fair market account or realizable value at least equal to the value thereof as reflected in the Balance Sheet. Seller has not depreciated any of the Purchased Assets on an accelerated basis or in any other manner inconsistent with applicable Internal Revenue Service guidelines, if anysafety deposit box.

Title to Assets, Etc. (a) Seller The Company has good and marketable fee simple title to, or valid leasehold interests in, to the Purchased Assets. (b) None , free and clear of the Purchased Assets all Encumbrances. All Leases are subject to any Encumbrances except: (i) Encumbrances disclosed valid and subsisting and are in the Financial Statements, (ii) Encumbrances for taxes not yet due full force and payable or being contested in good faith, in each case, which are set forth on the Disclosure Schedule, or (iii) ------------------- Encumbrances that are set forth on the Disclosure Schedule and could not be ------------------- reasonably expected to have an Adverse Effect. (c) effect. The Purchased Assets constitute all of the assets and rights that are necessary or desirable for the conduct of the Business. Seller has performed all the obligations required to be performed by it with respect to all Purchased Assets leased by it through the date hereof. (d) Seller Company enjoys peaceful and undisturbed possession of all Facilities owned or leased by itFacilities, each of which is described on Exhibit "B" attached hereto, and such Facilities are not subject to any Encumbrances, encroachments, building Encumbrance or use restrictions, exceptions, reservations or limitations any limitation which in any respect interfere interferes with or impair impairs the present and continued use thereof in the usual and normal conduct of the Business. (e) There are no pending or threatened condemnation proceedings relating to any . All of the Facilities. (f) The real property improvements (including leasehold improvements), equipment and other tangible assets owned or used by Seller at the Facilities are insured generally in accordance with industry standards for the coin- operated laundry equipment services industry and are structurally sound with no known defects. None of said improvements, equipment and other assets are subject to any commitment or other arrangement for their sale or use by any Representative of Seller or third parties. (g) The Purchased Assets of Seller shown on in the Balance Sheet and acquired after the Balance Sheet Date are valued at or below actual cost less an adequate and proper depreciation charge. All such Purchased Assets aggregate have a fair market or realizable value at least equal to the value thereof as reflected in the Balance Sheet. Seller The Company has not depreciated any of the Purchased Assets on an accelerated basis or in any other manner inconsistent with applicable Internal Revenue Service guidelines, if any. (b) The Company has performed all material obligations required to be performed by it with respect to the Purchased Assets and, to the extent subject to any Lease, the Equipment. With the exception of the Excluded Assets, the Purchased Assets comprise all of the assets and property and rights of every type and description, real, personal and mixed, tangible and intangible, necessary or reasonably desirable to conduct the Business as currently conducted. None of the Excluded Assets, either singly or in the aggregate, is material to the Business as presently conducted, and the failure of Buyer to acquire any of the Excluded Assets hereunder will not result, and will not reasonably be expected to result, in any one case or in the aggregate, in an Adverse Effect. (c) There are no pending condemnation proceedings pursuant to which the Company or any Shareholder has been named a party and served with a complaint or, to the knowledge of the Company and the Shareholders, threatened condemnation proceedings relating to any of the Facilities. The real property improvements (including leasehold improvements), equipment and other tangible assets owned or used by the Company at the Facilities are adequately insured and are structurally sound with no known material defects. None of said improvements, equipment and other assets is subject to any commitment or other arrangement for their sale or use by any Representative of the Company or third parties. (d) The Disclosure Schedule states the name of each bank or other financial institution with which the Company has an account or safety deposit box, together with the names of all Persons authorized to draw therefrom and have access thereto.