Common use of Title to Assets; Real Property Clause in Contracts

Title to Assets; Real Property. (a) Each Company has good and valid title to all personal property and other assets reflected on such Company’s books and records, including, but not limited to, all furniture, fixtures and equipment, other than personal property sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheets Date, and other than cash and cash equivalents. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) liens for Taxes not yet due and payable; (ii) mechanics, carriers’, workmen’s, repairmen’s or other like statutory liens arising or incurred in the ordinary course of business consistent with past practice with respect to amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Companies; (iii) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the operation of the business of the Companies; or (iv) liens arising under original purchase price conditional sales contracts and equipment leases with third parties. (b) No Company is a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the business of any Company does not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Companies. There are no Actions pending nor threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) Each The Company has good and valid title to to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected on such Company’s books and records, including, but not limited to, all furniture, fixtures and equipmentin the Audited Financial Statements or acquired after the Balance Sheet Date, other than personal property properties and assets sold or otherwise disposed of in the ordinary course Ordinary Course of business Business consistent with past practice since the Balance Sheets Sheet Date, and other than cash and cash equivalents. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “"Permitted Encumbrances”"): (i) liens for Taxes not yet due and payable; (ii) mechanics, carriers’, workmen’s, repairmen’s or other like statutory liens arising or incurred in the ordinary course of business consistent with past practice with respect to amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Companies; (iii) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the operation of the business of the Companies; orCompany; (iviii) liens arising under original purchase price conditional sales contracts and equipment leases with third partiesparties entered into in the Ordinary Course of Business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company; or (iv) contractual liens on property of the Company in favor of landlords and lessors securing obligations under leases that have been made available to Buyer. (b) No Since its inception, the Company has not owned any Real Property. Section 3.09(b) of the Disclosure Schedules lists the street address of each parcel of Real Property currently leased by the Company and identifies the landlord under each such lease. Sellers have delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property currently leased by the Company. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Company's business of any Company does do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the CompaniesCompany. There are no Actions Claims pending nor nor, to the Sellers' Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) Each The Company has good and valid title to to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected on such Company’s books and records, including, but not limited to, all furniture, fixtures and equipmentin the Audited Financial Statements or acquired after the Balance Sheet Date, other than personal property properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheets Sheet Date, and other than cash and cash equivalents. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) liens for Taxes not yet due and payable; (ii) mechanics, carriers’, workmen’s, repairmen’s or other like statutory liens arising or incurred in the ordinary course of business consistent with past practice with respect to or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the CompaniesCompany; (iii) easements, restrictions, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are do not, individually or in the aggregate, material to impair the operation Company’s current occupancy and use of the business of the Companies; orReal Property; (iv) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third partiesparties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company; or (v) Encumbrances created by, or for the benefit of, Buyer. (b) No The Company does not own any Real Property. Section 4.09(b) of the Disclosure Letter lists each Lease to which the Company is a party. Seller has delivered or made available to Buyer true, complete and correct copies of any Leases and any amendments thereto to which the Company is a party. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Company’s business of any Company does not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Companies. There are no Actions pending nor nor, to the Company’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings. (c) With respect to each Lease, (i) such Lease is in full force and effect; (ii) such Lease represents the entire agreement between each Landlord and the Company as to the leasing of the applicable Real Property; (iii) to the Knowledge of the Company, there are no existing defenses or offsets, claims or counterclaims which the Company has against the enforcement of such Leases by the Landlord; (iv) no rental has been paid more than one month in advance and no security has been deposited with the Landlord except for the security deposits described in Section 4.09(c) of the Disclosure Letter; (v) there are no existing breaches or defaults by the Company or, to the Company’s Knowledge, the Landlord, under such Lease; (vi) the Company has accepted possession of the applicable Real Property and there are no outstanding Landlord obligations to perform tenant improvements, (vii) the Company has not transferred, assigned, or sublet any portion of the applicable Real Property nor entered into any license or concession agreements with respect thereto, and (viii) there are no past due installments of base rent, building operating costs, or Taxes owing by Company with respect to such Lease.

Title to Assets; Real Property. (a) Each The Company has good and valid title to to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected on such Company’s books and records, including, but not limited to, all furniture, fixtures and equipmentin the Annual Financial Statements or acquired after the Balance Sheet Date, other than personal property properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheets Sheet Date, and other than cash and cash equivalents. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) liens for Taxes not yet due and payable; (ii) mechanics, carriers’, workmen’s, repairmen’s or other like statutory liens arising or incurred in the ordinary course of business consistent with past practice with respect to or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the CompaniesCompany; (iii) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the operation of the business of the CompaniesCompany; or (iv) liens arising under original purchase price conditional sales contracts and equipment leases with third partiesparties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company. (b) No Section 3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. The Company does not own any Real Property. The Company has delivered or made available to Buyer true, complete and correct copies of all leases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Company’s business of any Company does do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the CompaniesCompany. There are no Actions pending nor nor, to the Company’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) Each Acquired Company has good and valid title to to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected on such Company’s books and recordsin the Financial Statements or acquired after June 30, including, but not limited to, all furniture, fixtures and equipment2020, other than personal property properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheets DateJune 30, and other than cash and cash equivalents2020. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): ): (i) liens for Taxes not yet due and payable; ; and (ii) mechanics, carriers’, workmen’s, repairmen’s or other like statutory liens arising or incurred in the ordinary course of business consistent with past practice with respect to or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Acquired Companies; (iii) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the operation of the business of the Companies; or (iv) liens arising under original purchase price conditional sales contracts and equipment leases with third parties. (b) No Company None of the Acquired Companies owns any Real Property. Section 4.09(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property that is leased or subleased by each of the Acquired Companies, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (ii) the current use of such property. With respect to leased Real Property, P3K has delivered or made available to Salt Blockchain true, complete and correct copies of any leases affecting the Real Property. None of the Acquired Companies is a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy occupancy, or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the business of any Company does Business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Acquired Companies. There are no Actions pending nor nor, to P3K’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. ‌ (a) Each Except as set forth in Section 4.10(a) of the Company Disclosure Schedules, each of the Companies has good and marketable title to, or a valid title to leasehold interest in, all real property, personal property and other assets reflected on such Company’s books and records, including, but not limited to, all furniture, fixtures and equipmentin the Company Financial Statements, other than personal property properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheets Date, and other than cash and cash equivalentspractice. All such properties and assets (including leasehold interestsCompany Real Property) are free and clear of Encumbrances except for the following (collectively referred to as “"Permitted Encumbrances”):Encumbrances"):‌ (i) statutory liens for Taxes not yet due and payable; (ii) mechanics, carriers’', workmen’s's, repairmen’s 's, warehousemen, laborers, materialmen's or other like statutory liens arising or incurred in the ordinary course of business consistent with past practice with respect to or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Companies;Company Business; or (iii) easements, rights of way, zoning ordinances and other similar encumbrances affecting Company Real Property which are not, individually or in the aggregate, material to the operation of the business of the Companies; or (iv) liens arising under original purchase price conditional sales contracts and equipment leases with third partiesCompany Business. (b) No Section 4.10(b) of the Company is Disclosure Schedules sets forth a sublessor true, correct and complete list of (i) all real property owned by each of the Company and the Company Subsidiaries (collectively, the "Owned Real Property"), including their street addresses, and (ii) all interests in real property leased or grantor under subleased by any sublease of the Companies as lessee (collectively, the "Leased Property"), and identifies for each lease of Leased Property (collectively, the "Leases") the parties thereto, the street address of the property subject thereto, the base rent payable thereunder, and the renewal option date (if any). With respect to each Owned Real Property, the Company or applicable Company Subsidiary has good and marketable title to each such Owned Real Property, subject only to Permitted Encumbrances, and has delivered or made available to ParentCo and Harvest true, complete and correct copies of the deeds and other instrument granting to any other Person any right instruments (as recorded) by which it acquired such Owned Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in its possession and relating to the possession, lease, occupancy or enjoyment of any leased Owned Real Property. With respect to the Leased Property, the Company or applicable Company Subsidiary has a valid leasehold interest in each Leased Property, subject only to Permitted Encumbrances. The Company has previously delivered to the ParentCo and Harvest correct and complete copies of each Lease, together with all amendments, modifications, supplements, waivers and side letters related thereto. With respect to each Lease: (i) the Lease is legal, valid, binding, enforceable and in full force and effect; (ii) none of the Companies or, to the Company’s Knowledge, any other party to the Lease is in breach or default thereunder, and‌ no event has occurred which, with notice or lapse of time or both, would constitute such a breach or default or permit termination, modification or acceleration under the Lease; (iii) no party to the Lease has provided the other party with notice of any repudiation of any provision thereof; (iv) there are no disputes or oral agreements in effect as to the Lease; (v) the Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to ParentCo and Harvest; and (vi) none of Company or the Company Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease. (c) Except as set forth in Section 4.10(c) of the Company Disclosure Schedules, with respect to each Company Real Property: (i) the current use of such Company Real Property and the operation of the Real Property in the conduct of the business of any Company Business thereon does not violate any instrument of record or Contract affecting such Company Real Property, or any applicable Law in any material respect (without any Lawfines or monetary Liabilities attached); (ii) there are no leases, covenantsubleases, conditionlicenses, restrictionconcessions or other Contracts, easementwritten or oral, licensegranting to any Person the right of use or occupancy of any portion of such Company Real Property except in favor of one of the Companies; and (iii) there are no Persons in possession of such Company Real Property except the Company or one of its Subsidiaries. (d) To the extent necessary to run the Company Business as conducted as of the date of this Agreement, permit the Company or agreementapplicable Company Subsidiary has all certificates of occupancy and Permits necessary for the current use and operation, in all material respects, of each Company Real Property. Such Permits have been validly issued by the appropriate Governmental Authority in compliance with all applicable Laws, and the Company or applicable Company Subsidiary has fully complied with all conditions of the Permits applicable to it. All such Permits are in full force and effect in all material respects without requirement of further consent or approval of any Person. (e) To the Company’s Knowledge, no part of any Company Real Property is subject to any building or use restrictions that would, individually or in the aggregate, materially restrict or prevent the operation of the Company Business in any material respect on such Real Property, and each such Real Property is properly and duly zoned for its current use, and such current use is in all respects a conforming use. No material improvements constituting a part Governmental Authority having jurisdiction over any Company Real Property has issued or, to the Knowledge of the Company, threatened to issue any notice or order, injunction, judgment, decree, ruling, writ or arbitration award that adversely affects the use or operation of such Company Real Property encroach on real property owned Property. (f) There does not exist any actual or, to the Knowledge of the Company, threatened or leased by a Person other than the Companies. There are no Actions pending nor threatened against contemplated, condemnation or affecting the eminent domain proceedings that affect any Company Real Property or any portion thereof part thereof, and none of the Company or interest therein in any of the nature Company Subsidiaries has received any notice, oral or in lieu written, of condemnation the intention of any Governmental Authority or eminent domain proceedingsother Person to take or, other than pursuant to the terms of the applicable Contract, use any Company Real Property or any part thereof.

Title to Assets; Real Property. (a) Each Except as set forth in Section 4.10(a) of the Company Disclosure Schedules, each of the Companies has good and marketable title to, or a valid title to leasehold interest in, all real property, personal property and other assets reflected on such Company’s books and records, including, but not limited to, all furniture, fixtures and equipmentin the Company Financial Statements, other than personal property properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheets Date, and other than cash and cash equivalentspractice. All such properties and assets (including leasehold interestsCompany Real Property) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) statutory liens for Taxes not yet due and payable; (ii) mechanics, carriers’, workmen’s, repairmen’s, warehousemen, laborers, materialmen’s or other like statutory liens arising or incurred in the ordinary course of business consistent with past practice with respect to or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Companies;Company Business; or (iii) easements, rights of way, zoning ordinances and other similar encumbrances affecting Company Real Property which are not, individually or in the aggregate, material to the operation of the business of the Companies; or (iv) liens arising under original purchase price conditional sales contracts and equipment leases with third partiesCompany Business. (b) No Section 4.10(b) of the Company is Disclosure Schedules sets forth a sublessor true, correct and complete list of (i) all real property owned by each of the Company and the Company Subsidiaries (collectively, the “Owned Real Property”), including their street addresses, and (ii) all interests in real property leased or grantor under subleased by any sublease of the Companies as lessee (collectively, the “Leased Property”), and identifies for each lease of Leased Property (collectively, the “Leases”) the parties thereto, the street address of the property subject thereto, the base rent payable thereunder, and the renewal option date (if any). With respect to each Owned Real Property, the Company or applicable Company Subsidiary has good and marketable title to each such Owned Real Property, subject only to Permitted Encumbrances, and has delivered or made available to ParentCo and Harvest true, complete and correct copies of the deeds and other instrument granting to any other Person any right instruments (as recorded) by which it acquired such Owned Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in its possession and relating to the possession, lease, occupancy or enjoyment of any leased Owned Real Property. With respect to the Leased Property, the Company or applicable Company Subsidiary has a valid leasehold interest in each Leased Property, subject only to Permitted Encumbrances. The Company has previously delivered to the ParentCo and Harvest correct and complete copies of each Lease, together with all amendments, modifications, supplements, waivers and side letters related thereto. With respect to each Lease: (i) the Lease is legal, valid, binding, enforceable and in full force and effect; (ii) none of the Companies or, to the Company’s Knowledge, any other party to the Lease is in breach or default thereunder, and no event has occurred which, with notice or lapse of time or both, would constitute such a breach or default or permit termination, modification or acceleration under the Lease; (iii) no party to the Lease has provided the other party with notice of any repudiation of any provision thereof; (iv) there are no disputes or oral agreements in effect as to the Lease; (v) the Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to ParentCo and Harvest; and (vi) none of Company or the Company Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease. (c) Except as set forth in Section 4.10(c) of the Company Disclosure Schedules, with respect to each Company Real Property: (i) the current use of such Company Real Property and the operation of the Real Property in the conduct of the business of any Company Business thereon does not violate any instrument of record or Contract affecting such Company Real Property, or any applicable Law in any material respect (without any Lawfines or monetary Liabilities attached); (ii) there are no leases, covenantsubleases, conditionlicenses, restrictionconcessions or other Contracts, easementwritten or oral, licensegranting to any Person the right of use or occupancy of any portion of such Company Real Property except in favor of one of the Companies; and (iii) there are no Persons in possession of such Company Real Property except the Company or one of its Subsidiaries. (d) To the extent necessary to run the Company Business as conducted as of the date of this Agreement, permit the Company or agreementapplicable Company Subsidiary has all certificates of occupancy and Permits necessary for the current use and operation, in all material respects, of each Company Real Property. Such Permits have been validly issued by the appropriate Governmental Authority in compliance with all applicable Laws, and the Company or applicable Company Subsidiary has fully complied with all conditions of the Permits applicable to it. All such Permits are in full force and effect in all material respects without requirement of further consent or approval of any Person. (e) To the Company’s Knowledge, no part of any Company Real Property is subject to any building or use restrictions that would, individually or in the aggregate, materially restrict or prevent the operation of the Company Business in any material respect on such Real Property, and each such Real Property is properly and duly zoned for its current use, and such current use is in all respects a conforming use. No material improvements constituting a part Governmental Authority having jurisdiction over any Company Real Property has issued or, to the Knowledge of the Company, threatened to issue any notice or order, injunction, judgment, decree, ruling, writ or arbitration award that adversely affects the use or operation of such Company Real Property encroach on real property owned Property. (f) There does not exist any actual or, to the Knowledge of the Company, threatened or leased by a Person other than the Companies. There are no Actions pending nor threatened against contemplated, condemnation or affecting the eminent domain proceedings that affect any Company Real Property or any portion thereof part thereof, and none of the Company or interest therein in any of the nature Company Subsidiaries has received any notice, oral or in lieu written, of condemnation the intention of any Governmental Authority or eminent domain proceedingsother Person to take or, other than pursuant to the terms of the applicable Contract, use any Company Real Property or any part thereof.

Title to Assets; Real Property. (a) Each The Company has good and valid title to to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected on such Company’s books and records, including, but not limited to, all furniture, fixtures and equipmentin the Annual Financial Statements or acquired after the Balance Sheet Date, other than personal property properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheets Sheet Date, and other than cash and cash equivalents. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): ): (i) liens for Taxes not yet due and payable; payable and for which adequate reserves have been established or that are being contested in good faith; and (ii) mechanics, carriers’, workmen’s, repairmen’s or other like statutory liens arising or incurred in the ordinary course of business consistent with past practice with respect to or amounts that are not delinquent delinquent. The Company does not own, and which are nothas never owned, individually or in the aggregate, material to the business of the Companies; (iii) easements, rights of way, zoning ordinances and other similar encumbrances affecting any Real Property which are not, individually or in the aggregate, material to the operation of the business of the Companies; or (iv) liens arising under original purchase price conditional sales contracts and equipment leases with third partiesProperty. (b) No Section 3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased Real Property, the Company has delivered or made available to Parent true, complete and correct copies of any leases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the business of any Company does Company’s businesses do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Companies. There are no Actions pending nor threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) Each Except as set forth on Section 3.14(a) of the Company has Disclosure Memorandum, as of the date of this Agreement, the Company or one of its Subsidiaries has, and as of the Closing, the Company or one of its Subsidiaries will have good and marketable title or a valid title leasehold interest in, easement or right to use all personal property of its assets and other assets properties, including those reflected on such Company’s books and recordsthe Balance Sheet as being owned or leased, including, but not limited to, all furniture, fixtures and equipment, other than personal property as applicable (except for assets sold or otherwise disposed of or leases that have expired since the Balance Sheet Date in the ordinary course of business consistent with past practice since the Balance Sheets Datebusiness), and none of such properties or assets is subject to any Liens other than cash and cash equivalentsPermitted Liens. All such properties and assets (including leasehold interests) are free in good operating condition and clear of Encumbrances except repair, ordinary wear and tear expected, and, in all material respects, are fit for the following (collectively referred uses to as “Permitted Encumbrances”): (i) liens for Taxes not yet due and payable; (ii) mechanics, carriers’, workmen’s, repairmen’s or other like statutory liens arising or incurred in the ordinary course of business consistent with past practice with respect to amounts that which they are not delinquent and which are not, individually or in the aggregate, material to the business of the Companies; (iii) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the operation of the business of the Companies; or (iv) liens arising under original purchase price conditional sales contracts and equipment leases with third partiesbeing put. (b) No Section 3.14(b) of the Company Disclosure Memorandum sets forth a true, correct and complete list of all real property owned by the Company or one of its Subsidiaries other than “real estate owned” (“OREO”) acquired as a result of debts previously contracted or exercising remedies under loans held by the Company or one of its Subsidiaries and which are not used for the operations of the Company (together with any buildings, structures, fixtures or other improvements thereon, the “Owned Real Property”). The Company or one of its Subsidiaries has, and as of the Closing will have, good, marketable and insurable fee simple title interest in and to all Owned Real Property. (c) Section 3.14(c) of the Company Disclosure Memorandum sets forth a true, correct and complete list of all leases pursuant to which the Company or one of its Subsidiaries is a sublessor lessee or grantor lessor (the “Leases”) of any real property (together with any buildings, structures, fixtures or other improvements thereon, the “Leased Property” and, together with the Owned Real Property, the “Real Property”). All such Leases are valid, legally binding, in full force and effect, and enforceable in accordance with their terms, subject to the appointment of a conservator or receiver, bankruptcy, reorganization, insolvency, fraudulent transfer, moratorium, restructuring or similar Laws affecting creditors’ rights and remedies generally and general equitable principles regardless of whether such enforceability is considered in a proceeding at law or in equity. Other than as set forth on Section 3.14(c) of the Company Disclosure Memorandum, there is not under any sublease of the Leases: (i) any default by the Company or its Subsidiaries or any circumstance which with notice or lapse of time, or both, would constitute a default; or (ii) to the Company’s Knowledge, any default or claim of default against any lessor to or lessee of the Company or its Subsidiaries, or any event of default or event which with notice or lapse of time, or both, would constitute a default by any such lessor or lessee. The consummation of the transactions contemplated hereby will not result in a breach or default under any of the Leases, and, except as set forth on Section 3.14(c) of the Company Disclosure Memorandum and specifically identified as such, no consent of or notice to any third party is required as a consequence thereof. The Company has made available to Parent true, correct and complete copies of the Leases, and no Lease has been modified in any respect since the date it was made available. Except as set forth on Section 3.14(c) of the Company Disclosure Memorandum, none of the property subject to a Lease is subject to any sublease, license or other instrument agreement granting to any other Person any right to the possession, leaseuse, occupancy or enjoyment of such property or any leased Real Propertyportion thereof. The use and operation Neither the Company nor any of its Subsidiaries has received written notice that the landlord with respect to any real property lease would refuse to renew such lease upon expiration of the Real Property in period thereof upon substantially the conduct of the business of any Company does not violate in any material respect any Lawsame terms, covenant, condition, restriction, easement, license, permit except for rent increases consistent with past experience or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Companiesmarket rentals. There are no Actions pending nor or, to the Company’s Knowledge, threatened condemnation proceedings against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedingsProperty.

Title to Assets; Real Property. (a) Each The Company and each Subsidiary has and shall retain until the Closing a valid leasehold interest in all Real Property set forth in Section 3.10 of the Disclosure Schedules, and good and valid title to all personal property and other assets reflected on such Company’s books and recordsthe Balance Sheets or acquired after the Balance Sheets Date, including, including but not limited toto all leasehold improvements, all furniture, fixtures and equipment, deposits and related assets, other than personal property sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheets Date, and other than cash and cash equivalentsequivalents with the exception of Base Cash. None of the Company or any Subsidiary owns or has owned any Real Property. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) liens for Taxes not yet due and payable; (ii) mechanics, carriers’, workmen’s, repairmen’s or other like statutory liens arising or incurred in the ordinary course of business consistent with past practice with respect to amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the CompaniesCompany or any Subsidiary; (iii) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the operation of the business of the CompaniesCompany or any Subsidiary; or (iv) liens arising under original purchase price conditional sales contracts and equipment leases with third partiesparties set forth on Section 3.10(a) of the Disclosure Schedules. (b) No With respect to leased Real Property, Sellers have delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property. None of the Company or any Subsidiary is a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the business of the Company and any Company Subsidiary does not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No To the Knowledge of Sellers, no material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the CompaniesCompany or a Subsidiary. There are no Actions pending nor nor, to Sellers’ Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) Each Company has The Acquired Companies have good and title to, or in the case of assets purported to be leased by the Acquired Companies, valid title to all personal property and other leasehold interests in, each of the tangible assets reflected as owned or leased by the Acquired Companies on such Company’s books and records, including, but not limited to, all furniture, fixtures and equipment, other than personal property the Most Recent Balance Sheet (except for tangible assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the date of the Most Recent Balance Sheets Date, Sheet and other than cash and cash equivalents. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for tangible assets being leased to the following (collectively referred to as “Permitted Encumbrances”): (i) liens for Taxes not yet due and payable; (ii) mechanics, carriers’, workmen’s, repairmen’s or other like statutory liens arising or incurred in the ordinary course of business consistent with past practice Acquired Companies with respect to amounts that are which the lease has expired since such date), free of any liens or Encumbrances (other than Permitted Encumbrances). (b) None of the Acquired Companies owns any real property. (c) Section 4.7(c) of the Company Disclosure Schedule sets forth the address of each Leased Real Property and the applicable Acquired Company which holds a leasehold interest in such Leased Real Property. The Company has made available to Parent a correct and complete copy of each lease or sublease with respect to each Leased Real Property and, as of the date hereof, each such lease or sublease for a Leased Real Property is valid and binding on the Acquired Companies, as the case may be, and, to the Knowledge of the Company, each other party thereto, as applicable, and in full force and effect, except as may be limited by bankruptcy, insolvency, moratorium and other similar applicable Law affecting creditors’ rights generally and by general principles of equity. As of the date hereof, no Acquired Company has, and to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act, and no event or condition exists, which with or without notice, lapse of time or both would constitute a default under the provisions of any such lease or sublease, except in each case for those violations, commitments, failures to act, and defaults which would not delinquent and which are notreasonably be expected to have, individually or in the aggregate, material a Company Material Adverse Effect and, as of the date hereof, to the business Knowledge of the Companies; (iii) easementsCompany, rights no Acquired Company has received written notice of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the operation any of the business of the Companies; or (iv) liens arising under original purchase price conditional sales contracts and equipment leases with third partiesforegoing. (b) No Company is a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the business of any Company does not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Companies. There are no Actions pending nor threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) Each Set forth in SECTION 3.18 OF THE DISCLOSURE SCHEDULE is a complete list of (a) all real property leased by the Company; (b) each vehicle owned or leased by the Company; and (c) each asset of the Company with a book value or fair market value greater than $5,000. The Company has good and marketable title to, or a valid title to leasehold interest in, all personal property and other of its assets, including without limitation, the assets listed in SECTION 3.18(a) OF THE DISCLOSURE SCHEDULE, the assets reflected on such Company’s books the Latest Balance Sheet and records, including, but not limited to, all furniture, fixtures and equipment, other than personal property sold or otherwise assets used by the Company in the conduct of its business (except for assets disposed of in the ordinary course of business and consistent with past practice practices since the Latest Balance Sheets DateSheet Date and except for assets held under leases or licenses disclosed pursuant to SECTION 3.20), subject to no Liens, except for (a) Liens for current taxes not yet due; (b) minor imperfections of title and other than cash encumbrances that do not materially detract from or interfere with the present use or value of such assets; and cash equivalents(c) Liens disclosed in SECTION 3.18(a) OF THE DISCLOSURE SCHEDULE. All (b) SECTION 3.18(b) OF THE DISCLOSURE SCHEDULE lists and describes briefly all real property owned by the Company. With respect to each such properties parcel of real property: (i) the Company has good and assets (including leasehold interests) are marketable title to the parcel of real property, free and clear of Encumbrances any Lien, easement, covenant or other restriction, (A) except for the following (collectively referred to as “Permitted Encumbrances”): (i) liens for Taxes installments of special assessments not yet due delinquent, recorded easements, covenants and payable; other restrictions, and utility easements, building restrictions, zoning restrictions, (B) except for easements and restrictions existing generally with respect to properties of a similar character that do not affect materially and adversely the current use, occupancy or value, or the marketability of title, of the property subject thereto, and (C) except as set forth in SECTION 3.18(b) OF THE DISCLOSURE SCHEDULE; (ii) mechanicsthere are no pending or, carriers’to the knowledge of the Company and the Stockholders, workmen’sthreatened condemnation proceedings, repairmen’s lawsuits or administrative actions relating to the property or other like statutory liens arising matters materially and adversely affecting the current use, occupancy or incurred value thereof; (iii) (A) the legal description for the parcel contained in the ordinary course deed thereof describes such parcel fully and adequately, and (B) to the knowledge of business consistent with past practice with respect to amounts that the Company and the Stockholders, the buildings and improvements are located within the boundary lines of the described parcels of land, are not delinquent and which are not, individually or in the aggregate, material to the business violation of the Companies; (iii) easements, rights of wayapplicable setback requirements, zoning laws and ordinances (and other similar encumbrances affecting Real Property which the properties or buildings or improvements thereon are not, individually not subject to "permitted non-conforming use" or in "permitted non-conforming structure" classifications) and do not encroach on any easement that may burden the aggregate, material to the operation of the business of the Companiesland; or (iv) liens arising under original purchase price conditional sales contracts all facilities have received all approvals of all Governmental Bodies (including material licenses and equipment leases permits) required in connection with third parties. the ownership or operation thereof, except where the failure to receive such approvals would not be expected to have a material adverse effect on the Company, and all facilities have been operated and maintained in accordance with applicable laws, rules and regulations in all material respects; (bv) No Company is a sublessor or grantor under any sublease there are no leases, subleases, licenses, concessions or other instrument agreements, written or oral, granting to any other Person any party (or parties) the right to the possession, lease, of use or occupancy or enjoyment of any leased Real Property. The use and operation portion of the Real Property parcel of real property, except as described in the conduct of the business of any Company does not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Companies. There SECTION 3.18(b) OF THE DISCLOSURE SCHEDULE; (vi) there are no Actions pending nor threatened against outstanding options or affecting rights of first refusal to purchase the Real Property parcel of real property, or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.therein;

Title to Assets; Real Property. (a) Each The Company has and its Subsidiaries have good and valid title to to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected on such Company’s books and records, including, but not limited to, all furniture, fixtures and equipmentin the Audited Financial Statements or acquired after the Balance Sheet Date, other than personal property properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheets Sheet Date, and other than cash and cash equivalents. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) liens Liens for Taxes not yet due and payable; (ii) mechanicsMechanics, carriers’, workmen’s, repairmen’s ’s, warehouse, manufacturer or other like statutory liens arising or incurred in the ordinary course of business consistent with past practice with respect to or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the CompaniesCompany or its Subsidiaries; (iii) easementsEasements, rights of way, zoning ordinances way and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the operation of the business of the Companies; orCompany or its Subsidiaries; (iv) liens Liens arising under original purchase price conditional sales contracts and equipment leases with third partiesparties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company or its Subsidiaries; (v) Present and future zoning, building codes and other land use laws regulating the use or occupancy of any Real Property or any use conducted thereon; and (vi) Landlords’ liens under statute or pursuant to any lease of the Real Property. (b) No Neither the Company nor any of its Subsidiaries own any Real Property. Schedule 3.10(b) lists: (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Company or its Subsidiaries, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. The Company has delivered or made available to Parent true, complete and correct copies of any leases affecting the Real Property. Neither the Company nor any of its Subsidiaries is a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Company’s or its Subsidiaries’ business of any Company does do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the CompaniesCompany or its Subsidiaries. There are no Actions pending nor nor, to the Company’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) Each The Company has good and valid title to to, or a valid leasehold or license interest in, all Real Property and personal property and other assets reflected used by it, located on such Company’s books and recordsits premises, includingwhether or not shown on the Most Recent Balance Sheet or acquired after the date thereof, but not limited to, all furniture, fixtures and equipment, other than personal property sold or otherwise unless disposed of since the date thereof in the ordinary course Ordinary Course of business consistent with past practice since the Balance Sheets Date, and other than cash and cash equivalentsBusiness. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as collectively, the “Permitted Encumbrances”): (i) liens for Taxes or other governmental charges not yet due and payablepayable or being contested in good faith by appropriate procedures and for which there are adequate accruals or reserves on the Most Recent Balance Sheet; (ii) mechanics, carriers’, workmen’s, repairmen’s or other like statutory liens arising or incurred in the ordinary course Ordinary Course of business consistent with past practice with respect to Business or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the CompaniesCompany; (iii) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the operation of the business of the Companies; orCompany; (iv) liens arising under worker’s compensation, unemployment insurance, social security, retirement and similar legislation; (v) written licenses or other written grants of rights to use Intellectual Property set forth in the Disclosure Schedules; and (vi) liens arising under original purchase price conditional sales contracts and equipment leases with third partiesparties entered into in the Ordinary Course of Business which are not, individually or in the aggregate, material to the business of the Company. (b) No Section 3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of real property currently leased, subleased to, or otherwise occupied by, the Company (the portion of such real property current leased, subleased to, or otherwise occupied by the Company, the “Real Property”); (ii) the landlord under the applicable lease or sublease for each parcel of Real Property (the “Leases”), the rental amount currently being paid, and the expiration of the term of each Lease; and (iii) the current use of each parcel of Real Property. The Company has delivered or made available to Parent true, complete and correct copies of each Lease. Except as set forth on Section 3.10(b) of the Disclosure Schedules, the Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Company’s business of any Company does do not violate in any material respect any Law, applicable Law or any covenant, conditioncondition or restriction contained in the Leases or, restrictionto the Knowledge of the Company, any easement, license, permit or agreementagreement applicable to such Real Property. No material improvements constituting a part of There exists no dispute between the Company and the landlord under any Lease. (c) Other than the Real Property encroach on real property Property, the Company does not own, occupy or otherwise use or have any interest in any land or buildings (whether of freehold, leasehold or other tenure) or have any rights or obligations to acquire any such interest. The Company has never owned any land or leased by a Person other than the Companies. There are no Actions pending nor threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedingsbuildings.

Title to Assets; Real Property. (a) Each Except as set forth in Section 3.10(a) of the Disclosure Schedules, the Company has good and valid title to all personal property and other assets reflected on such Company’s books and records, including, but not limited to, all furnitureor a valid leasehold interest in, fixtures and equipment, other than personal property sold or otherwise disposed of the tangible assets as used regularly in the ordinary course conduct of its business consistent with past practice since the Balance Sheets Date, and other than cash and cash equivalents. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):any Encumbrance. (ib) liens for Taxes The Company does not yet due and payable;own nor has it ever owned any real property. (iic) mechanicsSection 3.10(c) of the Disclosure Schedules contains a complete and accurate list of all premises leased, carriers’subleased or otherwise used by the Company, workmen’sexcluding the use of facilities of Governmental Authority customers of the Company in accordance with the Current Government Contracts (each a “Government Facility” and, repairmen’s collectively, the “Government Facilities”) (such premises required to be listed on Section 3.10(c) of the Disclosure Schedules, the “Leased Premises”), and of all leases, lease guaranties, subleases, agreements and documents related to such Leased Premises, and amendments, modifications or other like statutory liens arising supplements thereto (collectively, the “Leases”), including the name of the third party lessor or incurred sublessor or subtenant, as applicable, the date of the lease or sublease and all amendments thereto and the street address. The Company has delivered or made available to Buyer a true and complete copy of each of the Leases, and in the ordinary course case of business consistent with past practice with respect any oral Lease, a written summary of the material terms of such Lease. The Leased Premises and the Government Facilities constitute all interests in real property currently owned, leased, used, occupied or currently held for use by the Company and all of the real property required to amounts that are not delinquent and which are not, individually or in the aggregate, material to conduct the business of the Companies; (iii) easements, rights Company as currently conducted and the Company currently occupies all of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to Leased Premises for the operation of the business of the Companies; or (iv) liens arising under original purchase price conditional sales contracts and equipment leases with third parties. (b) No Company is a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real PropertyCompany. The current use and operation of the Real Property Leased Premises is permitted in all material respects by the conduct terms of the business applicable Leases to which the Company is a party. The Leases (i) assuming, in each case, the due authorization, execution and delivery by each party thereto other than the Company, are valid, binding and enforceable in accordance with their terms and are in full force and effect, except as enforceability may be limited by bankruptcy, insolvency or other Laws affecting creditors’ rights generally and the exercise of judicial discretion in accordance with general equitable principles; (ii) no event has occurred which (whether with or without notice, lapse of time or both or the happening or occurrence of any Company does not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting other event) would constitute a default thereunder on the part of the Real Property encroach Company or, to Seller’s Actual Knowledge, any other party and the Company has not received notice of any such condition; and (iii) to Seller’s Actual Knowledge, there has been no occurrence of any event which (whether with or without notice, lapse of time or both or the happening or occurrence of any other event) would constitute a default thereunder by any other party. No event has occurred which either entitles, or would, on real property owned notice or leased by lapse of time or both, entitle, the other party to any Lease with the Company to declare a Person other than default or to accelerate, or which does accelerate, the Companiesmaturity of any Indebtedness of the Company under any Lease. There The leasehold interest of the Company under each Lease is subject to no Encumbrances. The Leased Premises are (i) in good operating condition and repair, subject to ordinary wear and tear (consistent with the age of such Leased Premises); (ii) not in need of maintenance or repair except for ordinary routine maintenance and repair; and (iii) to the Seller’s Actual Knowledge, are structurally sound with no Actions pending nor threatened against known defects and in conformity with all applicable Laws relating thereto currently in effect. Except as set forth in Section 3.10(c) of the Disclosure Schedules, no consent or affecting approval under any Lease is required as a result of the Real Property execution and delivery of this Agreement or any portion thereof or interest therein in the nature or in lieu performance of condemnation or eminent domain proceedingsthe Company’s obligations hereunder.

Title to Assets; Real Property. (a) Each The Company has good and valid title to to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected on such Company’s books and records, including, but not limited to, all furniture, fixtures and equipmentin the Audited Financial Statements or acquired after the Balance Sheet Date, other than personal property properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheets Sheet Date, and other than cash and cash equivalents. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “"Permitted Encumbrances”"): (i) liens for Taxes not yet due and payable; (ii) mechanics, carriers’, workmen’s, repairmen’s or other like statutory liens arising or incurred in the ordinary course of business consistent with past practice with respect to amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Companies; (iii) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the operation of the business of the CompaniesCompany; or (iviii) liens arising under original purchase price conditional sales contracts and equipment leases with third partiesparties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company. (b) No Section 3.09(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property and (ii) if such property is leased by the Company, the landlord under the lease. Since its inception, the Company has not owned any Real Property. With respect to leased Real Property, Sellers have delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Company's business of any Company does do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the CompaniesCompany. There are no Actions pending nor nor, to the Sellers' Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) Each The Company has good and valid title to to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected on such Company’s books and records, including, but not limited to, all furniture, fixtures and equipmentin the Audited Financial Statements or acquired after the Balance Sheet Date, other than personal property properties and assets sold or otherwise disposed of in the ordinary course Ordinary Course of business Business consistent with past practice since the Balance Sheets Sheet Date, and other than cash and cash equivalents. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) liens for Taxes not yet due and payable; (ii) mechanics, carriers’, workmen’s, repairmen’s or other like statutory liens arising or incurred in the ordinary course of business consistent with past practice with respect to amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Companies; (iii) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the operation of the business of the Companies; orCompany; (iviii) liens arising under original purchase price conditional sales contracts and equipment leases with third partiesparties entered into in the Ordinary Course of Business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company; or (iv) contractual liens on property of the Company in favor of landlords and lessors securing obligations under leases that have been made available to Buyer. (b) No Since its inception, the Company has not owned any Real Property. Section 3.09(b) of the Disclosure Schedules lists the street address of each parcel of Real Property currently leased by the Company and identifies the landlord under each such lease. Sellers have delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property currently leased by the Company. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Company’s business of any Company does do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the CompaniesCompany. There are no Actions Claims pending nor nor, to the Sellers’ Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings. The Company is current on all payment obligations related to the lease and is not in default nor has the tenant threatened to commence proceedings against the Company for any reason.

Title to Assets; Real Property. (a) Each The Company has good and valid title to to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected on such Company’s books and records, including, but not limited to, all furniture, fixtures and equipmentin the Annual Financial Statements or acquired after the Balance Sheet Date, other than personal property properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheets Sheet Date, and other than cash and cash equivalents. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) liens for Taxes not yet due and payable; (ii) mechanics, carriers’, workmen’s, repairmen’s or other like statutory liens arising or incurred in the ordinary course of business consistent with past practice with respect to or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the CompaniesCompany; (iii) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the operation of the business of the CompaniesCompany; or (iv) liens arising under original purchase price conditional sales contracts and equipment leases with third partiesparties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company. (b) No Section 3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. The Company does not own any Real Property. Seller has delivered or made available to Buyer true, complete and correct copies of all leases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Company’s business of any Company does do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the CompaniesCompany. There are no Actions pending nor nor, to the Seller’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) Each Property Company has good and valid and, in the case of owned real property, good and marketable fee simple, title to to, all real property and personal property and other assets reflected on such Company’s books and records, including, but not limited to, all furniture, fixtures and equipmentin the Partnership Financial Statements or acquired after the Balance Sheet Date, other than personal property properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheets Sheet Date, and other than cash and cash equivalents. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) liens for Taxes taxes not yet due and payable; (ii) mechanics, carriers’, workmen’s, repairmen’s or other like statutory liens arising or incurred in the ordinary course of business consistent with past practice with respect to or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Companiesrespective Property Company; (iii) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property real property which are not, individually or in the aggregate, material to the operation of the business of the Companies; orrespective Property Company; (iv) other than with respect to owned real property, liens arising under original purchase price conditional sales contracts and equipment leases with third partiesparties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the respective Property Company; or (v) Mortgage loans, secured by Deeds of Trust, in the amounts listed on Schedule 4.12(a). (b) No Schedule 4.12(b) lists the street address of each parcel of real property. With respect to real property, each Property Company is a sublessor has delivered or grantor under any sublease or made available to Buyer true, complete and correct copies of the deeds and other instrument granting to any other Person any right instruments (as recorded) by which such Property Company acquired such real property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of such Property Company and relating to the possessionreal property, lease, occupancy together with any and all as-built surveys of the real property and its improvements and any architectural designs or enjoyment of any leased Real Propertyrenderings related thereto. The use and operation of the Real Property real property in the conduct of the each Property Company’s business of any Company does not violate in any material respect any Lawlaw, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property real property encroach on real property owned or leased by a Person other than the Companiesrespective Property Company. There are no Actions pending nor nor, to the Seller’s Knowledge, threatened against or affecting the Real Property real property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.