Common use of TITLE TO ASSETS, PROPERTIES AND RIGHTS AND RELATED MATTERS Clause in Contracts

TITLE TO ASSETS, PROPERTIES AND RIGHTS AND RELATED MATTERS. Except as set forth on Schedule 4.9 of the Disclosure Letter, the Company and/or the Subsidiaries has good title to or the right to use the Intellectual Property Rights as provided in Section 4.11 and good title to all other assets, properties and interests in properties, real, personal or mixed, reflected on the Latest Balance Sheet or acquired after the Latest Balance Sheet Date (except property subject to a capital lease, and inventory or other property sold or otherwise disposed of since the Latest Balance Sheet Date in the ordinary course of business and accounts receivable and notes receivable paid subsequent to the Latest Balance Sheet Date), free and clear of all Encumbrances, of any kind or character, except for those Encumbrances set forth in the Disclosure Letter and Permitted Encumbrances. Other than the Permitted Encumbrances, there does not exist any condition (other than general business conditions) which materially and adversely interferes with the economic value or use of any such assets. Except as set forth on Schedule 4.9 of the Disclosure Letter and for inventory and supplies in transit in the ordinary course of business, all material tangible personal property is located on the premises of the Company or the Subsidiaries. Except as set forth on Schedule 4.9 of the Disclosure Letter, the material fixed assets of the Company and the Subsidiaries are in good operating condition (ordinary wear and the effects of age excepted). Except as set forth on Schedule 4.9 of the Disclosure Letter, the assets, properties and interests in properties of the Company and the Subsidiaries to be owned by the Surviving Corporation after the Closing shall include all assets, properties and interests in properties (real, personal and mixed, tangible and intangible) and all Contracts necessary to enable the Surviving Corporation to carry on the Subject Business as presently conducted by the Company and the Subsidiaries.

TITLE TO ASSETS, PROPERTIES AND RIGHTS AND RELATED MATTERS. Except as set forth on Schedule 4.9 (a) Each Company has good and marketable title to (or a valid leasehold interest in) all of the Disclosure Letter, the Company and/or the Subsidiaries has good title to or the right to use the Intellectual Property Rights as provided in Section 4.11 and good title to all other assets, properties and interests in properties, real, personal or mixed, reflected on the Latest Balance Sheet or acquired after the Latest Balance Sheet Date (except property subject to a capital lease, and inventory or other for property sold or otherwise disposed of since the Latest Balance Sheet Date in the ordinary course of business and accounts receivable and notes receivable paid in full subsequent to the Latest Balance Sheet Date), free and clear of all Encumbrances, of any kind or character, except for those Encumbrances set forth in the Disclosure Letter on SCHEDULE 5.10 and ------------- Permitted Encumbrances. Other than Upon the Permitted Encumbrancesexecution and delivery of the Headquarters Lease by the Companies, there does the Companies will have a valid leasehold interest in the premises and improvements to be leased pursuant thereto, as purported to be granted in accordance with the terms thereof. To the Actual Knowledge of the Sellers, such assets (and the premises and improvements to be leased to the Companies pursuant to the Headquarters Lease) are in good operating condition and repair (normal wear and tear excepted), are suitable for the uses for which they are used in the Business, are not exist subject to any condition (other than general business conditions) which materially and adversely interferes with the economic value or use of any such assetsthereof. Except as set forth on Schedule 4.9 SCHEDULE 5.10, with respect to any leased assets, such assets are in such ------------- condition as to permit the surrender thereof by the Companies to the lessors thereunder on the date hereof without any cost or expense for repair or restoration as if the related leases were terminated on the date hereof in the ordinary course of the Disclosure Letter business. Except for any inventory, supplies, trailers and for inventory and supplies automobiles in transit in the ordinary course of business, all material tangible personal property of the Companies is located on the premises of the Company or the Subsidiaries. Except as set forth Companies listed on Schedule 4.9 of the Disclosure Letter, the material fixed assets of the Company and the Subsidiaries are in good operating condition (ordinary wear and the effects of age exceptedSCHEDULE 5.10(A). Except as set forth on Schedule 4.9 of the Disclosure Letter, the assets, properties and interests in properties of the Company and the Subsidiaries to be owned by the Surviving Corporation after the Closing shall include all assets, properties and interests in properties (real, personal and mixed, tangible and intangible) and all Contracts necessary to enable the Surviving Corporation to carry on the Subject Business as presently conducted by the Company and the Subsidiaries.----------------

TITLE TO ASSETS, PROPERTIES AND RIGHTS AND RELATED MATTERS. Except as set forth on Schedule 4.9 Each of the Disclosure Letter, the Company and/or and the Subsidiaries has good title to or the right to use have such rights and interests in the Intellectual Property Rights as provided in Section 4.11 3.14 and, except as specifically set forth in Schedule 3.12, good (and good marketable in the case of any Real Property) title to all other assets, properties and interests in properties, real, personal real or mixedpersonal, reflected on the Latest Audited Balance Sheet or acquired after the Latest Audited Balance Sheet Date (except property subject to a capital lease, and inventory or other property sold or otherwise disposed of since the Latest Balance Sheet Date in the ordinary course of business and accounts receivable and notes receivable paid in full and assets sold, used or disposed of in the ordinary course of business, in each case subsequent to the Latest Audited Balance Sheet Date), free and clear of all Encumbrances, of any kind or character, except for those Encumbrances set forth in the Disclosure Letter and Permitted Encumbrances. Other than the Schedule 3.12, Permitted Encumbrances, there does mortgages or security interests shown on the Latest Audited Balance Sheet as securing specified liabilities or obligations, and, with respect to Real Property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto and (ii) zoning laws and other land use restrictions that do not exist impair the present or anticipated use of the property subject thereto. Such assets are in good operating condition and repair (normal wear and tear excepted), are suitable for the uses for which they are used in the Subject Business, are not subject to any condition (other than general business conditions) which materially and adversely interferes with the economic value or use of any such thereof, and constitute all assets, properties, interests in properties and rights necessary to permit the Company and the Subsidiaries to carry on their business after the Closing as generally conducted by them immediately prior thereto. Except as set forth on Schedule 4.9 of 3.12, with respect to any assets leased by the Disclosure Letter Company and the Subsidiaries, such assets are in such condition as to permit surrender thereof by the Company or the Subsidiaries to the lessors thereunder without any cost or expense for inventory and supplies in transit repair or restoration as if the related leases were terminated upon the Closing Date in the ordinary course of business. Except as set forth on Schedule 3.12, all material tangible personal property owned by the Company immediately prior to the Closing is located on the premises of the Company or the Subsidiaries. Except as set forth on Schedule 4.9 of the Disclosure Letter, the material fixed assets of the Company and the Subsidiaries are in good operating condition (ordinary wear and the effects of age excepted). Except as set forth on Schedule 4.9 of the Disclosure Letter, the assets, properties and interests in properties of the Company and the Subsidiaries to be owned by the Surviving Corporation after the Closing shall include all assets, properties and interests in properties (real, personal and mixed, tangible and intangible) and all Contracts necessary to enable the Surviving Corporation to carry on the Subject Business as presently conducted by the Company and the SubsidiariesCompany.

TITLE TO ASSETS, PROPERTIES AND RIGHTS AND RELATED MATTERS. Except as set forth on Schedule 4.9 of the Disclosure Letter, the Company and/or the Subsidiaries The Seller has good title to or the right to use the Intellectual Property Rights as provided in Section 4.11 and good title to all other assets, properties and interests in properties, real, personal or mixed, reflected on the Latest December Balance Sheet or acquired after the Latest December Balance Sheet Date (except property subject to a capital lease, and inventory or other property sold or otherwise disposed of since the Latest December Balance Sheet Date in the ordinary course of business and accounts receivable and notes receivable paid in full subsequent to the Latest December Balance Sheet Date), free and clear of all Encumbrances, of any kind or character, except for those Encumbrances set forth in Section 4.9 of the Disclosure Letter and Permitted Encumbrances. Other than To the Permitted EncumbrancesBest Knowledge of the Seller and the Shareholders and except as set forth on Schedule 4.9 of the Disclosure Letter, there does not exist any condition (other than general business conditions) which materially and adversely interferes with the economic value or use of any such assets. Except as set forth on Schedule 4.9 of the Disclosure Letter and for inventory and supplies in transit in the ordinary course of business, all material tangible personal property owned by the Seller is located on the premises of the Company or the SubsidiariesSeller. Except as set forth on Schedule in Section 4.9 of the Disclosure Letter, the material fixed assets of the Company and the Subsidiaries Purchased Assets are in good operating condition (ordinary wear and the effects of age tear excepted). Except as set forth on Schedule in Section 4.9 of the Disclosure Letter, the assets, properties and interests in properties of the Company and the Subsidiaries Seller to be owned by the Surviving Corporation Buyer after the Closing shall include all assets, properties and interests in properties (real, personal and mixed, tangible and intangible) and all Contracts necessary to enable the Surviving Corporation Buyer to carry on the Subject Business as presently conducted by the Company and the SubsidiariesSeller.