Common use of Title to Assets; Leases Clause in Contracts

Title to Assets; Leases. (a) Except as described in Section 2.19 of the Company Disclosure Schedule, the Company owns no real property. Section 2.19 of the Company Disclosure Schedule sets forth a true and complete list of all real property leased by the Company and the aggregate monthly rental or other fee payable under such lease. The Company has good and marketable title to all of their respective properties and assets, free and clear of all Liens, charges and encumbrances, except Liens for Taxes (as defined below) not yet due and payable and such Liens or other imperfections of title, if any, as do not materially detract from the value of or interfere with the present use of the property affected thereby. All leases pursuant to which the Company leases real or personal property from others are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing material default or event of material default (or event which with notice or lapse of time, or both, would constitute a material default and in respect of which the Company has not taken adequate steps to prevent such a default from occurring or to cure such default) by the Company or, to the Company's Knowledge, any third party. (b) The Company has good and marketable title to or a valid leasehold interest in all of the properties and assets that are necessary to the conduct of the business of the Company as it is currently being conducted, including all of the properties and assets reflected in the Company Balance Sheet, other than any such properties or assets that have been sold or otherwise disposed of in the ordinary course of business since February 28, 2002. (c) The buildings, plants, structures, and equipment of the Company are structurally sound, are in good operating condition and repair in all material respects, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, or equipment is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The building, plants, structures, and equipment of the Company are sufficient for the continued conduct of the Company's business after the Closing in substantially the same manner as conducted prior to the Closing.

Title to Assets; Leases. (a) Except as described in Section 2.19 of the Company Disclosure Schedule, the The Company owns no real property. Section 2.19 2.18 of the Company Disclosure Schedule Statement sets forth a true and complete list of all real property leased by the Company or any of its Subsidiaries or Affiliated Entities, and the aggregate monthly rental or other fee payable under such lease. The Company has good and marketable title to all of their respective properties and assets, free and clear of all Liens, charges and encumbrances, except Liens for Taxes (as defined below) not yet due and payable and such Liens or other imperfections of title, if any, as do not materially detract from the value of or interfere with the present use of the property affected thereby. All leases pursuant to which the Company leases or any of its Subsidiaries or Affiliated Entities lease real or personal property from others are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing material default or event of material default (or event which with notice or lapse of time, or both, would constitute a material default and in respect of which the Company or such Subsidiary or Affiliated Entities has not taken adequate steps to prevent such a default from occurring or to cure such default) by the Company or its Subsidiaries or Affiliated Entities or, to the Company's Knowledge, any third party. (b) The Company has or its Subsidiaries or Affiliated Entities, individually or together, have good and marketable title to or a valid leasehold interest in all of the properties and assets that are necessary to the conduct of the business of the Company and its Subsidiaries or Affiliated Entities as it is currently being conducted, including all of the properties and assets reflected in the Company Balance SheetCompany's balance sheet as of September 30, 1999, other than any such properties or assets that have been sold or otherwise disposed of in the ordinary course of business since February 28September 30, 20021999. (c) The buildings, plants, structures, and equipment of the Company are is structurally sound, are is in good operating condition and repair in all material respects, and are is adequate for the uses to which they are it is being put, and none of such buildings, plants, structures, or equipment is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The building, plants, structures, and equipment of the Company are is sufficient for the continued conduct of the Company's business after the Closing in substantially the same manner as conducted prior to the Closing.

Title to Assets; Leases. (a) Except as described in The Company does not own, nor has it owned during the past 6 years, any real property. (b) Section 2.19 3.16(b) of the Company Disclosure Schedule, the Company owns no real property. Section 2.19 of the Company Disclosure Schedule Letter sets forth a true and complete list of all leases for real property and interests in real property leased by the Company and the aggregate monthly rental or other fee payable under such lease(each, a "Leased Real Property"). The Company has provided Parent access to true and complete copies of all such leases and agreements. The Company has complied with the terms of all leases of the Leased Real Properties to which it is a party and under which it is in occupancy, and all such leases are in full force and effect. The Leased Real Property is all of the property used or held for use by the Company. (c) The Company has valid leasehold interests (or, with respect to any such assets located outside the United States, its equivalent in such other location(s)) in its Leased Real Properties, and good and marketable title to all of their respective properties and assets, free and clear of all Liens, charges and encumbrances, except Liens for Taxes or valid leasehold interests (as defined below) not yet due and payable and such Liens or other imperfections of title, if any, as do not materially detract from the value of or interfere with the present use of the property affected thereby. All leases pursuant to which the Company leases real or personal property from others are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing material default or event of material default (or event which with notice or lapse of time, or both, would constitute a material default and in respect of which the Company has not taken adequate steps to prevent such a default from occurring or to cure such default) by the Company or, with respect to any such assets located outside the Company's KnowledgeUnited States, any third party. (bits equivalent in such other location(s)) The Company has good and marketable title to or a valid leasehold interest in all of the properties and assets that are necessary to the conduct of the business of the Company as it is currently being conducted, including all of the properties and other assets reflected in the Company Balance SheetCompany's consolidated balance sheet, other than any except for such properties or assets that as have been sold or otherwise disposed of in the ordinary course of business since February 28, 2002business. All such Leased Real Properties and other assets are free and clear of all Liens other than Permitted Liens. (cd) The Company has not received any written notice, and the Company does not have Knowledge, that any entity or Governmental Authority considers the operation, use or ownership of the Leased Real Property to have violated any zoning, land use or similar laws, ordinances, rules, regulations or administrative interpretations applicable thereto, or that any investigation has been commenced regarding such possible violation. The present use and operation of the Leased Real Property is in compliance with all existing zoning, land use and similar laws, ordinances, rules, regulations or administrative interpretations applicable thereto. No condemnation or eminent domain proceeding against any part of the Leased Property is pending or, to the Knowledge of the Company, threatened. All operating facilities located on the Leased Real Property are supplied with utilities and other services, assuming the operation of such utilities, in such amounts as are reasonably necessary for the current operation of such facilities, including gas, electricity, water, waste water, irrigation, drainage, and similar reasonably required services. (e) This Section 3.16 does not relate to any matters with respect to intellectual property, which are addressed in Section 3.17. (f) The Company is not in violation or breach of or in default under (nor, to the Knowledge of the Company, does there exist any condition which upon the passage of time or the giving of notice or both would cause such a violation or breach of or default under) any lease relating to the Leased Real Property to which it is a party. Except as set forth in Section 3.16(b) of the Company Disclosure Letter, no approval or consent of, or notice to, any person is needed in order that each such lease shall continue in full force and effect in accordance with its terms without penalty, acceleration or rights of early termination by reason of the consummation of the transactions contemplated by this Agreement. (g) The buildings, plantsmachinery, structuresequipment, and equipment of other tangible assets that the Company owns or leases are structurally soundand have been maintained in accordance with the Company's prior practice, and are in good operating condition and repair in all material respects, (subject to normal wear and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, or equipment is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or costtear). The buildingassets, plants, structures, properties and equipment rights of the Company are sufficient for the continued conduct as of the Company's business Closing Date and after the Closing in substantially the same manner as conducted prior giving effect to the Closingtransactions contemplated hereby will be sufficient to conduct the business of the Company as a going concern on a basis consistent with past practice.

Title to Assets; Leases. (a) Except as described in Section 2.19 of the Company Disclosure Schedule, the Company owns no real property. Section 2.19 of the Company Disclosure Schedule Statement sets forth a true and complete list of all real property leased by the Company and the aggregate monthly rental or other fee payable under such lease. The Except as described in Section 2.19 of the Company Disclosure Schedule, the Company has good and marketable title to all of their respective properties and assets, free and clear of all Liens, charges and encumbrances, except Liens for Taxes (as defined below) not yet due and payable and such Liens or other imperfections of title, if any, as do not materially detract from the value of or interfere with the present use of the property affected thereby. All leases pursuant to which the Company leases real or personal property from others are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing material default or event of material default (or event which with notice or lapse of time, or both, would constitute a material default and in respect of which the Company has not taken adequate steps to prevent such a default from occurring or to cure such default) by the Company or, to the Company's ’s Knowledge, any third party. (b) The Company has good and marketable title to or a valid leasehold interest in all of the properties and assets that are necessary to the conduct of the business of the Company as it is currently being conducted, including all of the properties and assets reflected in the Company Balance Sheet, other than any such properties or assets that have been sold or otherwise disposed of in the ordinary course of business since February 28October 31, 20021999. (c) The buildings, plants, structures, and equipment of the Company are structurally sound, are in good operating condition and repair in all material respects, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, or equipment is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The building, plants, structures, and equipment of the Company are sufficient for the continued conduct of the Company's ’s business after the Closing in substantially the same manner as conducted prior to the Closing.