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

Title to Assets; Real Property. (a) The Company has, or will have at the Closing, good and, in the case of Real Property, marketable title (fee or leasehold) to all of its real and personal properties and assets (including those reflected on the Balance Sheet or acquired by the Company since the Balance Sheet Date), free and clear of all mortgages, liens, attachments, pledges, encumbrances or security interests of any nature whatsoever, except (i) those disclosed in the Balance Sheet, (ii) any liens for current Taxes not yet due and payable or which may thereafter be paid without penalty, (iii) encumbrances described on Schedule 3.7(a) hereto, (iv) zoning, building and other similar governmental restrictions and liens imposed by operation of law (including, without limitation, mechanics’, carriers’, workmen’s, repairmen’s, landlord’s or other similar liens arising from or incurred in the ordinary course of business and for which the underlying payments are not yet delinquent), (v) easements, covenants, rights-of-way or other similar restrictions and imperfections of title, and (vi) those (including those covered by (iv) and (v) above) that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Schedule 3.7(b) lists (i) the location of each parcel of Real Property; (ii) if such property is leased or subleased by the Company, the landlord under the lease or sublease, 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 owned Real Property, the Seller has delivered or made available to the Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which the Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Seller or the Company and relating to the Real Property. With respect to leased Real Property, the Seller has delivered or made available to the Buyer true, complete and correct copies of any leases affecting the Real Property. Except as set forth on Schedule 3.7(b), 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 do not violate in any material respect any law, covenant, condition, restriction, easement, license, permit or agreement. (c) As of the date of this Agreement, the Company has not received any written or, to the Knowledge of the Seller, oral notice for actual or proposed material assessments for public improvements against its Real Property or material improvements, material easements or material rights of way used in connection with the Business which remains unpaid. Except as set forth on Schedule 3.7(c), as of the date of this Agreement, there is no pending condemnation, expropriation, eminent domain or similar proceeding affecting the Company or all or any portion of the Real Property or material improvements, material easements or material rights of way used in connection with the Business and, to the Knowledge of the Seller, no such proceeding is threatened. (d) Each parcel of the Real Property has physical and legal vehicular and pedestrian access to and from public roadways as may be reasonably necessary to the operation of the Business as currently conducted, except where the failure to have such access does not have a Material Adverse Effect. No fact or condition exists which would result in the termination of (i) the current access from each parcel of the Real Property, and (ii) continued use, operation, maintenance, repair and replacement of all existing and currently committed water lines and appurtenances used by the Company in connection with the Water System and the Business, except where such termination would not reasonably be expected to have a Material Adverse Effect.

Title to Assets; Real Property. (a) The Company has, or will Group Companies have at the Closing, good and, in the case of Real Property, marketable and valid title (fee or leasehold) to all items of its real tangible personal property and personal properties and other assets reflected in (including those reflected on i) the Audited Consolidated Financial Statements or acquired after the Balance Sheet Date, other than assets sold or acquired by otherwise disposed of in the Company ordinary course of business since the Balance Sheet Date), and (ii) the Estimated Closing Working Capital. All such assets (including leasehold interests) are free and clear of all mortgages, liens, attachments, pledges, encumbrances or security interests of any nature whatsoever, Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those disclosed in the Balance Sheet, (ii) any liens for current Taxes not yet due and payable or being contested in good faith by appropriate procedures and for which may thereafter be paid without penalty, there are adequate accruals or reserves on the Consolidated Balance Sheet; (iiiii) encumbrances described on Schedule 3.7(a) hereto, (iv) zoning, building and other similar governmental restrictions and liens imposed by operation of law (including, without limitation, mechanics’, carriers’, workmen’s, repairmen’s, landlord’s or other similar like liens arising from or incurred in the ordinary course of business and for which the underlying payments are not yet delinquent), (v) easements, covenants, rights-of-way or other similar restrictions and imperfections of title, and (vi) those (including those covered by (iv) and (v) above) that would notmaterial, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; or (iii) the Encumbrances listed on Schedule 3.11(a). (b) No Group Company owns or, except for the Operating Subsidiary, leases any real property or any interest therein, and since January 1, 2008, no Group Company has ever owned any real property or land. The Operating Company leases the facilities identified on Schedule 3.7(b3.11(b) (the “Real Property”), and Schedule 3.11(b) lists (i) the location name and address of the landlord of such Real Property, each lease relating to the use and/or occupancy of such real property by the Operating Subsidiary, 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 or sublease, 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 propertylease. With respect to owned the Real Property, the Seller has delivered or made available Property and all leases of Real Property to the Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which the Company acquired such Real PropertyOperating Subsidiary is a party, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Seller or the Company and relating to the Real Property. With respect to leased Real Property, the Seller has delivered or made available to the Buyer true, complete and correct copies of any leases affecting the Real Property. Except except as set forth on Schedule 3.7(b3.11(b), (i) each lease is valid and binding on the Company Operating Subsidiary and in full force and effect and, to the Knowledge of the Company, is valid and binding on the other parties thereto; (ii) the Operating Subsidiary (and, to the Knowledge of the Company, any counterparty thereto) has performed all material obligations required to be performed by it to date under each lease; (iii) the Operating Subsidiary has not received a sublessor notice of default or grantor termination with respect to any such lease; (iv) the transactions contemplated by this Agreement do not require the consent of any other party to any such lease; (v) no security deposit or portion thereof deposited with respect to any such lease has been applied in respect of a breach or default under such lease that has not been redeposited in full; (vi) the Operating Subsidiary does not owe, nor will it owe in the future, any sublease brokerage commissions or finder’s fees with respect to any such lease; (vii) the Operating Subsidiary has not entered into any leases, subleases, licenses, concessions, or other instrument agreements, written or oral, granting to any Person the right of use or occupancy of any portion of the Real Property; (viii) the Operating Subsidiary has not collaterally assigned or granted any other Person security interest in any right such lease or any interest therein; (ix) there are no Encumbrances on the estate or interest created by any such lease; (x) the leases are all the rights in and obligations regarding real property held by any Group Company; (xi) the Sellers are not retaining any real property or interests in real property used in connection with the operation of the Operating Subsidiary; (xii) to the possessionKnowledge of the Company, leasethe Real Property is in compliance with all applicable zoning laws so as to permit the Operating Subsidiary current uses and structures thereon; (xiii) to the Knowledge of the Company, occupancy there are no zoning, eminent domain or enjoyment of any leased Real Property. The other land use proceedings, either instituted or planned to be instituted that would detrimentally affect the use and operation of the Real Property in Property, and the conduct of the Business do not violate in any material respect any law, covenant, condition, restriction, easement, license, permit or agreement. (c) As of the date of this Agreement, the Company Operating Subsidiary has not received notice that there are any written pending or, to the Knowledge of the SellerCompany, oral notice for actual threatened, condemnation or proposed material assessments for public improvements against its Real Property or material improvements, material easements or material rights of way used in connection with the Business which remains unpaid. Except as set forth on Schedule 3.7(c), as of the date of this Agreement, there is no pending condemnation, expropriation, eminent domain or similar proceeding affecting the Company or all or any portion of other proceedings relating to the Real Property or material improvements, material easements other matters adversely affecting the use or material occupancy of the Real Property; (xiv) the Operating Subsidiary has legal and practical access to public rights of way used and utilities at the Real Property; (xv) the Real Property is being operated by the Operating Subsidiary in connection material compliance with all applicable federal, state and local laws, ordinances, rules, regulations and orders (including those relating to fire code and handicapped persons); and (xvi) all improvements, buildings, plants and structures upon the Business andReal Property have been, to the Knowledge of the SellerCompany, constructed in a good and workmanlike manner and of good quality materials and are fit for their intended use, there are no such proceeding is threatened. (d) Each parcel material, physical or mechanical defects in the condition of the Real Property has physical or any related improvements, and legal vehicular and pedestrian access to and from public roadways as may be reasonably necessary to the operation of the Business as currently conducted, except where the failure to have such access does not have a Material Adverse Effect. No fact or condition exists which would result in the termination of (i) the current access from each parcel of the Real PropertyProperty and all fixtures, including the roof, foundation, structure, heating, ventilating, plumbing, electrical and all other mechanical apparatus, will be in good working order, ordinary wear and tear excepted, at the Closing Date. The Operating Subsidiary quietly enjoys the premises provided for in such leases in all material respects. The Operating Subsidiary has received all requisite approvals of Governmental Authorities (iiincluding Permits) continued use, operation, maintenance, repair and replacement of all existing and currently committed water lines and appurtenances used by the Company required in connection with the Water System Operating Subsidiary’s occupancy of the Real Property and operation of its business and the Business, except where such termination would Operating Subsidiary has not reasonably be expected to have a Material Adverse Effectreceived notice that the Real Property has not been operated and maintained in accordance with applicable Laws.

Title to Assets; Real Property. (a) The Company hashas good and valid title to, or will have at the Closinga valid leasehold interest in, good and, in the case of all Real Property, marketable title (fee personal property and other assets owned, used or leasehold) to all leased by the Company, including those which are reflected as owned or leased by the Company in the Company Financial Statements or acquired after the date of its real and personal the Interim Company Financial Statements. All such properties and assets (including those reflected on the Balance Sheet or acquired by the Company since the Balance Sheet Date), leasehold interests) are free and clear of all mortgages, liens, attachments, pledges, encumbrances or security interests of any nature whatsoever, Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those disclosed in the Balance Sheet, (ii) any liens for current Taxes not yet due and payable or which may thereafter be paid without penalty, being contested in good faith by appropriate procedures (iiiand that have been reflected or reserved against in the Interim Company Financial Statements in accordance with GAAP); (ii) encumbrances described on Schedule 3.7(a) hereto, (iv) zoning, building and other similar governmental restrictions and liens imposed by operation of law (including, without limitation, mechanics’, carriers’, workmen’s, repairmen’s, landlord’s or other similar like liens (collectively, “Mechanics’ Liens”) arising from or incurred in the ordinary course of business and for which the underlying payments consistent with past practice securing amounts that are not yet delinquentoverdue (and that have been sufficiently reflected or reserved against in the Interim Company Financial Statements), which Mechanics’ Liens shall be discharged by Sellers to Buyer’s satisfaction at or prior to the Closing; (viii) easements, covenantsrights of way, rights-of-way or zoning ordinances and other similar restrictions and imperfections Encumbrances of titlerecord affecting Real Property, and (vi) those (including those covered by which are not, individually or in the aggregate, material to the business of the Company; (iv) imperfections or irregularities of title and (v) above) other Encumbrances that would not, individually or in the aggregate, reasonably be expected materially detract from the value of, or materially interfere with or violate, the present use of the asset or property subject thereto; and (v) any non-perpetual, non-exclusive license of Company Owned Intellectual Property granted to have a Material Adverse Effectcustomers in the ordinary course of business. (b) Schedule 3.7(bSection 3.11(b) of the Disclosure Schedules lists (i) the location street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Company, the landlord under the lease or sublease, 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 owned Real Property, the Seller has delivered or made available to the Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which the Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Seller or the Company and relating to the Real Property. With respect to leased Real Property, the Seller has delivered or made available to the Buyer a true, correct and complete and correct copies of any leases affecting the Real Property. Except as set forth on Schedule 3.7(b), 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 do not violate in any material respect any law, covenant, condition, restriction, easement, license, permit or agreement. (c) As of the date of this Agreement, the Company has not received any written or, to the Knowledge of the Seller, oral notice for actual or proposed material assessments for public improvements against its Real Property or material improvements, material easements or material rights of way used in connection with the Business which remains unpaid. Except as set forth on Schedule 3.7(c)list, as of the date of this Agreement, there is no pending condemnationof all leases, expropriationsubleases, eminent domain licenses and any other occupancy agreements (and all modifications, amendments, supplements, renewals and extensions thereto) for each parcel of Real Property leased, subleased, licensed or similar proceeding affecting otherwise occupied by the Company or all or any portion (collectively, the “Leases”), including the identification of the lessee(s) and lessor(s) thereunder. The Data Room contains true, correct and complete copies of each Lease, including any and all modifications, amendments, supplements, renewals or extensions thereto. The Company enjoys peaceful and undisturbed possession of its interests under all Leases. The Company does not own any Real Property Property. (c) All items of equipment and other tangible personal property owned or leased by the Company are, in all material improvementsrespects, in good operating condition and repair, ordinary wear and tear excepted, and are adequate for the conduct of the business of the Company as currently conducted in all material easements respects. (d) There are no assets (real, personal, tangible or material rights intangible) owned or leased by any Company Holder or its Affiliates (other than the Company) which have been used by the Company in the six (6) months prior to the date of way used this Agreement which are necessary for the conduct of the Company’s business as currently conducted. (e) With respect to each such Lease: (i) such lease or sublease is legal, valid and binding, enforceable, and in connection with full force and effect, against the Business Company and, to the Knowledge of the SellerCompany, the other parties thereto, subject to applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally and general principles of equity, (ii) the Company is not, and to the Knowledge of the Company, no such proceeding other party to the Lease is threatened. in material breach or default, (diii) Each parcel of the Real Property Company has physical not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Lease, and legal vehicular (iv) all facilities leased or subleased are supplied with utilities and pedestrian access to and from public roadways as may be other services reasonably necessary to for the operation of the Business facilities under the Lease as currently conducted, except where the failure to have such access does not have a Material Adverse Effect. No fact or condition exists which would result in the termination of . (if) the current access from each parcel The present use and occupancy of the Real Property, and all aspects of any buildings, structures and all fixtures (iieach, an “Improvement”) continued to the Real Property, are in compliance in all material respects with all Laws applicable to such Real Property and Improvements and with all private restrictive covenants of record and zoning ordinances, and, to the Company’s Knowledge, there are not any proposed change in zoning that would affect any of the Real Property or its use, operationoccupancy or operation in any material respect. To Company’s Knowledge, maintenanceno Improvement encroaches on any adjacent property, and no Improvement has been constructed on any Real Property subsequent to the date of the Interim Company Financial Statements. To the Company’s Knowledge, no Improvement has been physically damaged in any material respect by any casualty or act of God, or been subject to any condemnation or eminent domain proceedings. To Company’s Knowledge, no condition exists with respect to the Real Property or any of its Improvements that would prevent, or require material repair and replacement of all existing and currently committed water lines and appurtenances used by or modification thereof as a prerequisite to, the Company continuing to use the Real Property (subject to the terms of Lease) in connection with the Water System and ordinary conduct of the Businessbusiness, as presently conducted, except where such termination with respect to ordinary wear and tear and scheduled maintenance. There is no proceeding pending or, to the Knowledge of the Company, threatened with or before any Governmental Authority, relating to any Real Property. (g) Except as reflected in the books and records of the Company, neither the Company, nor any other Person has caused any work or Improvements to be performed upon or made to any of the Real Property for which there remains outstanding any material payment obligation that would not reasonably be expected to serve as the basis for an Encumbrance in favor of the Person who performed the work. (h) All requisite certificates of occupancy and other material Permits and approvals required with respect to the Improvements and the use, occupancy and operation thereof have a Material Adverse Effectbeen obtained or the Company is in the process of obtaining same and such process and status thereof is specifically noted in Section 3.11(g) of the Disclosure Schedules.

Title to Assets; Real Property. (a) The Company hashas good and valid title to, or will have at a valid leasehold interest in, or otherwise has a valid legal right to use, all of the Closing, good and, Company’s Real Property and tangible personal property and other assets reflected in the case of Real PropertyAudited Financial Statements or acquired after the Balance Sheet Date, marketable title (fee or leasehold) to all of its real and personal other than properties and assets (including those reflected on sold or otherwise disposed of in the Balance Sheet or acquired by the Company ordinary course of business since the Balance Sheet Date. The properties of the Company constitute all of the properties used by the Company in connection with the business and operations of the Company. Except as otherwise set forth in Schedule 3.8(a), all of said properties that are owned by the Company are owned free and clear of all mortgages, liens, attachments, pledges, encumbrances or security interests of any nature whatsoever, liens except for the following (“Permitted Encumbrances”): (i) those disclosed in the Balance Sheet, (ii) any liens for current Taxes not yet due and payable or which may thereafter be paid without penalty, being contested in good faith by appropriate procedures; (iiiii) encumbrances described on Schedule 3.7(a) hereto, (iv) zoning, building and other similar governmental restrictions and liens imposed by operation of law (including, without limitation, mechanics’, carriers’, workmen’s, repairmen’s, landlord’s or other similar like liens arising from or incurred in the ordinary course of business and for which the underlying payments are not yet delinquent), business; and (viii) easements, covenantsrights of way, rights-of-way or zoning ordinances and other similar restrictions encumbrances affecting Real Property reflected on the title for such Real Property. The Company’s equipment, furniture and imperfections other tangible personal property are adequate and suitable for the purposes for which they are intended and are in good working order, operating condition and state of titlerepair, except for ordinary wear and (vi) those (including those covered by (iv) and (v) above) that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effecttear. (b) Schedule 3.7(b) lists (i) the location of each The Company does not own and has never owned any parcel of Real Property; (ii) if such property is leased or subleased by the Company, the landlord under the lease or sublease, 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 owned Real Property, the Seller has delivered or made available to the Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which the Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Seller or the Company and relating to the Real Property. With respect to leased Real Property, the Seller has delivered or made available to the Buyer true, complete and correct copies of any leases affecting the Real Property. Except as set forth on Schedule 3.7(b), 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 do not violate in any material respect any law, covenant, condition, restriction, easement, license, permit or agreement. (c) As Schedule 3.8(c) lists the street address of the date each parcel of this Agreement, the Company has not received any written or, to the Knowledge of the Seller, oral notice for actual or proposed material assessments for public improvements against its leased Real Property or material improvements(the “Leased Premises”), material easements or material rights of way used in connection with the Business which remains unpaid. Except as set forth on Schedule 3.7(c)and a list, as of the date of this Agreement, there of all leases for each of the Leased Premises (collectively, the “Leases”), true and correct copies of which have previously been furnished to the Buyer, including the identification of the lessee and lessor thereunder. The Leases and all guaranties with respect thereto, are in full force and effect and have not been amended in writing or otherwise, and no party thereto is in default or breach under any such Lease. With respect to the Seller, and to the Seller’s Knowledge with respect to the landlord, no pending event has occurred which, with the passage of time or the giving of notice or both, would cause a material breach of or default under any of such Leases. Neither the Company nor its agents or employees have received written notice of any claimed abatements, offsets, defenses or other bases for relief or adjustment. The Company has paid all broker fees due, payable or to become due or payable under the Leases. (d) With respect to each Leased Premises (i) the Company has a valid leasehold interest in the Leased Premises, free and clear of any Encumbrances, covenants or title defects, other than Permitted Encumbrances, that have had or would reasonably be expected to have an adverse effect on the Company’s use and occupancy of the Leased Premises; (ii) the portions of the buildings located on the Leased Premises that are used in the business of the Company are each in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company’s current and presently contemplated normal business activities as conducted thereon; (iii) each of the Leased Premises (x) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current transportation requirements of the business presently conducted at such parcel, and (y) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current normal business activities conducted at such parcel; and (iv) the Company has not received notice of (x) any condemnation, expropriation, eminent domain or similar proceeding affecting the Company or all or any portion of the Real Property Leased Premises or material improvementsany access thereto, material easements or material rights of way used in connection with the Business and, to the Knowledge of the Seller’s Knowledge, no such proceeding is threatened. proceedings are contemplated, (dy) Each parcel any special assessment or pending improvement liens to be made by any Governmental Authority which may affect any of the Real Property has physical and legal vehicular and pedestrian access to and from public roadways as may be reasonably necessary Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to the operation of the Business as currently conducted, except where the failure to have such access does not have a Material Adverse Effect. No fact or condition exists which would result in the termination of (i) the current access from each parcel of the Real Property, and (ii) continued use, operation, maintenance, repair and replacement of all existing and currently committed water lines and appurtenances used by the Company in connection with the Water System and the Business, except where such termination would not reasonably be expected to have a Material Adverse EffectLeased Premises.

Title to Assets; Real Property. (a) The Other than as set forth on Schedule 3.10(a), the Company has, or will have at the Closing, Group has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title (fee to, or leasehold) to a valid leasehold interest in, all of its real Real Property and personal property and other assets. Except as set forth on Schedule 3.10(a), all such properties and assets (including those reflected on the Balance Sheet or acquired by the Company since the Balance Sheet Date), leasehold interests) are free and clear of all mortgages, liens, attachments, pledges, encumbrances or security interests of any nature whatsoever, Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those disclosed in the Balance Sheet, (ii) any liens for current Taxes not yet due and payable or which may thereafter be paid without penalty, payable; (iiiii) encumbrances described on Schedule 3.7(a) hereto, (iv) zoning, building and other similar governmental restrictions and liens imposed by operation of law (including, without limitation, mechanics’, carriers’', workmen’s's, repairmen’s, landlord’s 's or other similar like liens arising from or incurred in the ordinary course of business and for which the underlying payments consistent with past practice or amounts that are not yet delinquent), (v) easements, covenants, rights-of-way or other similar restrictions delinquent and imperfections of title, and (vi) those (including those covered by (iv) and (v) above) that would which are not, individually or in the aggregate, reasonably be expected material to have a Material Adverse Effectthe business of the Company; (iii) easements, rights of way, zoning ordinances and other similar Encumbrances affecting Real Property which (A) are recorded in the conveyance or mortgage records of the Parish or County where the Real Property is located or (B) are not, individually or in the aggregate, material to the business of the Company; or (iv) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties 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) Schedule 3.7(bSection 3.10(b) of the Disclosure Schedules lists (i) the location street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the CompanyCompany Group, the landlord under the lease or subleaselease, 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 owned Real Property, the Seller has delivered or made available to the Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which the Company acquired such Real PropertyProperty was acquired, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Seller or any member of the Company Group and relating to the Real Property. With respect to leased Real Property, the Seller has delivered or made available to the Buyer true, complete and correct copies of any leases affecting the Real Property. Except as set forth on Schedule 3.7(b), No member of the Company Group 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 Company's business do not violate in any material respect any lawLaw, covenant, condition, restriction, easement, license, permit Permit or agreement. (c) As of the date of this Agreement, the Company has not received any written or, to the Knowledge of the Seller, oral notice for actual or proposed material assessments for public improvements against its Real Property or material improvements, material easements or material rights of way used in connection with the Business which remains unpaid. Except as set forth on Schedule 3.7(c3.10(b), as of the date of this Agreement, there is no pending condemnation, expropriation, eminent domain or similar proceeding affecting the Company or all or any portion material improvements constituting a part of the Real Property encroach on real property owned or material improvements, material easements or material rights leased by a Person other than any member of way used in connection with the Business andCompany Group. There are no Actions pending nor, to Seller's Knowledge, threatened against or affecting the Knowledge Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings. (c) The Lease, by and between the SellerCompany, no such proceeding as lessor, and A & M Xxxxxx Interests, LLC, as lessee, dated as of April 16, 2014 (the “A&M Xxxxxx Lease”) is threatened.still in effect as a reconducted lease on a “month to month” basis; (d) Each parcel of The option to purchase referenced in the Real Property A&M Xxxxxx Lease has physical not been exercised, and legal vehicular and pedestrian access to and from public roadways as may be reasonably necessary Seller has received no communications related to the operation exercise of the Business as currently conducted, except where the failure to have such access does not have a Material Adverse Effect. No fact or condition exists which would result in the termination of (i) the current access from each parcel of the Real Property, and (ii) continued use, operation, maintenance, repair and replacement of all existing and currently committed water lines and appurtenances used by the Company in connection with the Water System and the Business, except where such termination would not reasonably be expected to have a Material Adverse Effectoption.

Title to Assets; Real Property. (a) The Company has, or will have at the Closing, good and, in the case with respect to each parcel of Owned Real Property, marketable title (fee or leasehold) good and valid title, and, with respect to all of its real and personal properties and assets (including those reflected on the Balance Sheet or acquired property otherwise used by the Company since the Balance Sheet Date(“Other Real Property Interests”), a good and valid leasehold, easement, right of way, trackage rights, license or other interest or otherwise has a valid right of possession, use or access which is sufficient to permit the Company to operate as a railroad or conduct such business as is currently conducted or carried on, in each case free and clear of all mortgages, liens, attachments, pledges, encumbrances or security interests of any nature whatsoever, Encumbrances except for the following: (i) those disclosed in the Balance Sheet, (ii) any liens for current Taxes not yet due and payable or which may thereafter be paid without penalty, (iii) encumbrances described on Schedule 3.7(a) hereto, (iv) zoning, building and other similar governmental restrictions and liens imposed by operation of law (including, without limitation, mechanics’, carriers’, workmen’s, repairmenwarehousemen’s, landlordrepairmen’s or other similar liens like Encumbrances imposed by applicable Law arising from or incurred in the ordinary course of business and for which the underlying payments amounts not overdue, (ii) Encumbrances for Taxes that are not yet delinquent)due and payable or that may thereafter be paid without interest or penalty or that are being contested in good faith by appropriate procedures, (viii) Encumbrances affecting the interest of the grantor of any easements benefiting any Owned Real Property which were not granted by or consented to by the Company, (iv) Encumbrances, imperfections, minor defects or irregularities in title, easements, covenantsclaims, liens, charges, security interests, rights-of-way or other similar restrictions and imperfections of titleway, rights-of-refusal, covenants, restrictions, reversionary interests, and (vi) those (including those covered by (iv) and (v) above) other, similar matters that would not, individually or in the aggregate, reasonably be expected to materially impair the continued use and operation of the assets to which they relate in the business of the Company as presently conducted, (v) zoning, building and other similar codes and regulations, (vi) Encumbrances arising in the ordinary course of business under worker’s compensation, unemployment insurance, social security, retirement and similar legislation, (vii) other statutory liens securing payments not yet due, (viii) purchase money liens and liens securing rental payments under capital lease arrangements, (ix) Encumbrances, covenants, restrictions and other, similar matters set forth in those Environmental Permits and other agreements set forth in Section 3.15(a) of the Disclosure Letter, (x) any matters of public record in the applicable recorder’s office or that would be disclosed by a current, accurate survey and/or physical inspection of the assets to which they relate, provided any such matters would not, individually or in the aggregate, reasonably be expected to materially impair the continued use and operation of the assets to which they relate in the business of the Company as presently conducted, (xi) other imperfections of title or Encumbrances, if any, that have not had, and would not have, a Material Adverse EffectEffect (clauses (i) through (xi) (collectively referred to as “Permitted Encumbrances”), and (xii) and those items set forth in Section 3.10(a) of the Disclosure Letter. (b) Schedule 3.7(bThe Company holds valid and sufficient property interests and operating rights in and to the rail lines between end points of all rail operations conducted upon the Virginia Division (Williamsport, MD mile post 80.34 south to Winchester, VA to mile post 115.69 and northwesterly to Gore, VA (as reflected in track maps for the Virginia Division) and the New Jersey Division (Bridgeton to Dividing Creek; Bridgeton to Seabrook; Bridgeton to Vineland, and Vineland to Dorchester), and to the adjacent yards and spur tracks thereto (collectively, the “Rail Facilities”) to permit the Company to conduct rail freight operations on and over the Rail Facilities as such operations are conducted by the Company on the date of this Agreement. Except as set forth in Section 3.10(b) of the Disclosure Letter, the individual parcels of land and rights of way and railroad segments over which the Company has operating rights that constitute the Rail Facilities of each line are contiguous to each other, with no gaps or strips, from one end point of each line to the other end point of each such line. (c) Section 3.10(c) of the Disclosure Letter lists (i) the location of each parcel of leased Real Property (including mile post references for the end point of each such parcel that contains the Rail Facilities), other than track or trackage rights (“Leased Real Property; (ii) if such property is leased or subleased by the Company, the landlord under the lease or sublease, 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 owned Real Property, the Seller has delivered or made available to the Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which the Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Seller or the Company and relating to the Real Property. With respect to leased Real Property, the Seller has delivered or made available to the Buyer true, complete and correct copies of any leases affecting the Real Property. Except as set forth on Schedule 3.7(b), 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 do not violate in any material respect any law, covenant, condition, restriction, easement, license, permit or agreement. (c) As of the date of this Agreement, the Company has not received any written or, to the Knowledge of the Seller, oral notice for actual or proposed material assessments for public improvements against its Real Property or material improvements, material easements or material rights of way used in connection with the Business which remains unpaid. Except as set forth on Schedule 3.7(c)list, as of the date of this Agreement, there is no pending condemnationof all leases for each parcel of such Leased Real Property (collectively, expropriation“Leases”), eminent domain or similar proceeding affecting including the Company or all or any portion identification of the Real Property or material improvements, material easements or material rights of way used in connection with the Business and, to the Knowledge of the Seller, no such proceeding is threatenedlessee and lessor thereunder. (d) Each parcel of the Real Property The Company has physical and legal vehicular and pedestrian access to and from public roadways as may be reasonably necessary to the operation of the Business as currently conducted, except where the failure to have such access does not have a Material Adverse Effect. No fact or condition exists which would result in the termination of (i) the current access from each parcel good title to all small-cube covered xxxxxx or “sand and cement” cars set forth in Section 3.10(d)(i) of the Real PropertyDisclosure Letter (“Excess Railcars”), and (ii) continued usegood title to, operationor a valid leasehold interest in,(A) all the other rail cars and locomotives set forth in Section 3.10(d)(ii) of the Disclosure Letter, maintenanceand (B) all other tangible personal property reflected in the Interim Financial Statements or acquired after the Balance Sheet Date, repair other than tangible personal property sold or otherwise disposed of in the ordinary course of business since the Balance Sheet Date, all free and replacement clear of all existing Encumbrances (other than Permitted Encumbrances and currently committed water lines those set forth on Section 3.10(d) of the Disclosure Letter). Section 3.10((d)(ii) of the Disclosure Letter indicates whether the rail cars and appurtenances used by the Company locomotives referenced in connection with the Water System clause (ii)(A)are owned or leased. (e) Except as has not had, and the Business, except where such termination would not reasonably be expected to have a Material Adverse EffectEffect and as set forth in Section 3.10(e) of the Disclosure Letter, the Company has not received written notice of any condemnation proceeding or proposed action or agreement for taking in lieu of condemnation, nor is any such proceeding, action or agreement pending or, to the Knowledge of Seller, threatened in writing, with respect to any portion of any Owned Real Property or Other Real Property Interest. (f) There are no contracts and/or options pursuant to which the Company has granted to any third party the right to purchase or lease any Owned Real Property, or any part thereof except as set forth in Section 3.10(f) of the Disclosure Letter. (g) The Company is not a “foreign person” within the meaning of Section 1445(f) of the Code. (h) To the Knowledge of Seller, there is no pending, proposed or threatened proceeding for the rezoning of any Owned Real Property or Other Real Property Interests, or respectively, any portion thereof. (i) To the Knowledge of Seller, there are no tax abatements, special tax assessments (payable in annual installments or otherwise) or tax exemption affecting the Owned Real Property or the Other Real Property Interests.

Title to Assets; Real Property. (a) The Company has, or will have at the Closing, has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title (fee to, or leasehold) to a valid leasehold interest in, all Real Property and tangible personal property and other assets reflected in the Audited Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of its real and personal in the ordinary course of business since the Balance Sheet Date. All such properties and assets (including those reflected on the Balance Sheet or acquired by the Company since the Balance Sheet Date), leasehold interests) are free and clear of all mortgages, liens, attachments, pledges, encumbrances or security interests of any nature whatsoever, Liens except for the following (collectively referred to as “Permitted Liens”): (i) those disclosed in the Balance Sheet, (ii) any liens Liens for current Taxes not yet due and payable or which may thereafter be paid without penalty, being contested in good faith by appropriate procedures; (iiiii) encumbrances described on Schedule 3.7(a) hereto, (iv) zoning, building and other similar governmental restrictions and liens imposed by operation of law (including, without limitation, mechanics’, carriers’, workmen’s, repairmen’s, landlord’s or other similar liens like Liens arising from or incurred in the ordinary course of business and for which the underlying payments are not yet delinquent), business; (viii) easements, covenantsrights of way, rights-of-way or zoning ordinances and other similar restrictions and imperfections of title, and (vi) those (including those covered by encumbrances affecting Real Property; (iv) and (v) above) that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Schedule 3.7(b) lists (i) the location of each parcel of Real Property; (ii) if such property is leased or subleased by the Company, the landlord under the lease or sublease, 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 other than with respect to owned Real Property, Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the Seller has delivered ordinary course of business; or (v) other imperfections of title or made available to Liens, if any, that have not had, and would not have, a material effect on the Buyer true, complete and correct copies overall value or utility of the deeds Company’s business as currently conducted. (b) Section 3.10(b) of the Disclosure Schedules lists: (i) the street address of each parcel of owned Real Property; and other instruments (as recordedii) by which the Company acquired such street address of each parcel of leased Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Seller or the Company and relating to the Real Property. With respect to leased Real Property, the Seller has delivered or made available to the Buyer true, complete and correct copies of any leases affecting the Real Property. Except as set forth on Schedule 3.7(b), 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 do not violate in any material respect any law, covenant, condition, restriction, easement, license, permit or agreement. (c) As of the date of this Agreement, the Company has not received any written or, to the Knowledge of the Seller, oral notice for actual or proposed material assessments for public improvements against its Real Property or material improvements, material easements or material rights of way used in connection with the Business which remains unpaid. Except as set forth on Schedule 3.7(c)list, as of the date of this Agreement, of all leases for each parcel of leased Real Property (collectively, “Leases”), including the identification of the lessee and lessor thereunder. (c) With respect to the owned Real Property, (i) there is are no pending condemnation, expropriation, eminent domain or similar proceeding affecting the Company or all or any portion of the Real Property or material improvements, material easements or material rights of way used in connection with the Business andor, to the Knowledge of the Seller, no threatened, condemnation proceedings, lawsuits or administrative actions relating to the owned Real Property; (ii) title policies for each owned Real Property that Seller has in its records are listed on Section 3.10(c)(ii) of the Disclosure Schedule, and (iii) there are leases, subleases, licenses, concessions, easements, servitudes, rights-of-way, encumbrances or contracts but neither the existence of such proceeding is threatenedrights nor the enforcement of any rights thereunder by any party thereto will have a Material Adverse Effect on the Company’s ability to operate its business consistent with past practices. (d) Each parcel of Improvements on the owned Real Property has physical are maintained in accordance with the Company’s historical standards and legal vehicular and pedestrian access to and from public roadways as may be reasonably necessary to the are sufficient for operation of the Business business of the Company as it is currently conducted, except where the failure to have such access does not have a Material Adverse Effect. No fact or condition exists which would result in the termination of (i) the current access from each parcel of the Real Property, and (ii) continued use, operation, maintenance, repair and replacement of all existing and currently committed water lines and appurtenances used by the Company in connection with the Water System and the Business, except where such termination would not reasonably be expected to have a Material Adverse Effect.

Title to Assets; Real Property. (a) The Each Company has, or will have at the Closing, Group Entity has good and valid title to (and, in the case of leased Real Property, marketable title (fee or leaseholdvalid leasehold interest in) to all Real Property and tangible personal property of its real and personal such Company Group Entity listed in Section 4.09 of the Disclosure Letter. All such properties and assets (including those reflected on the Balance Sheet or acquired by the Company since the Balance Sheet Date), are free and clear of all mortgages, liens, attachments, pledges, encumbrances or security interests of any nature whatsoever, Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those disclosed items set forth in Section 4.09(a) of the Balance Sheet, Disclosure Letter; (ii) any liens for current Taxes not yet due and payable delinquent or which may thereafter be paid without penalty, being contested in good faith by appropriate procedures; (iii) encumbrances described on Schedule 3.7(a) hereto, (iv) zoning, building and other similar governmental restrictions and liens imposed by operation of law (including, without limitation, mechanics’, carriers’, workmen’s, repairmen’s, landlord’s or other similar like liens arising from or incurred in the ordinary course of business business; (iv) easements, rights of way, zoning ordinances and for which the underlying payments are not yet delinquent), other similar encumbrances affecting Real Property; (v) easementsother than with respect to owned Real Property, covenants, rights-of-way or other similar restrictions liens arising under original purchase price conditional sales contracts and imperfections equipment leases with third parties entered into in the ordinary course of title, and business; (vi) those (including those covered by (iv) Encumbrances on leased Real Property that are not within the Knowledge of Seller and (v) above) that would nothave not had, individually or in the aggregate, and are not reasonably be expected to have, a Material Adverse Effect; or (vii) imperfections of title or Encumbrances, if any, that have not had, and would not have, a Material Adverse Effect. (b) Schedule 3.7(bSection 4.09(b) lists of the Disclosure Letter lists: (i) the location street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Company, the landlord under the lease or sublease, 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 owned Real Property, the Seller has delivered or made available to the Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which the Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Seller or the Company and relating to the Real Property. With respect to leased Real Property, the Seller has delivered or made available to the Buyer true, complete and correct copies of any leases affecting the Real Property. Except as set forth on Schedule 3.7(b), 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 do not violate in any material respect any law, covenant, condition, restriction, easement, license, permit or agreement. (cii) As of the date of this Agreement, the Company has not received any written or, to the Knowledge of the Seller, oral notice for actual or proposed material assessments for public improvements against its Real Property or material improvements, material easements or material rights of way used in connection with the Business which remains unpaid. Except as set forth on Schedule 3.7(c), as of the date of this Agreement, there is no pending condemnationall leases for each parcel of leased Real Property (collectively, expropriation“Leases”), eminent domain or similar proceeding affecting including the Company or all or any portion identification of the Real Property or material improvements, material easements or material rights of way used in connection with the Business and, to the Knowledge of the Seller, no such proceeding is threatenedlessee and lessor thereunder. (dc) Each parcel of the Real Property has physical and legal vehicular and pedestrian access to and from public roadways as may be reasonably necessary to the operation of the Business as currently conducted, except where the failure to have such access does not have a Material Adverse Effect. No fact or condition exists which would result in the termination of (i) the current access from each parcel of the Company Group Entity owns any Real Property, and (ii) continued use, operation, maintenance, repair and replacement of all existing and currently committed water lines and appurtenances used by the Company in connection with the Water System and the Business, except where such termination would not reasonably be expected to have a Material Adverse Effect.

Title to Assets; Real Property. (a) The Each Acquired Company has, or will have at the Closing, has (x) good and, and valid title to all tangible personal property and intangible property included in the case of Real Property, marketable title (fee or leasehold) to all of its real and personal properties and assets (including those Assets reflected on in the Balance Sheet Financial Statements or acquired by the Company since after the Balance Sheet Date), free and clear other than Assets sold or otherwise disposed of all mortgages, liens, attachments, pledges, encumbrances or security interests of any nature whatsoever, except (i) those disclosed in the Balance Sheet, (ii) any liens for current Taxes not yet due and payable or which may thereafter be paid without penalty, (iii) encumbrances described on Schedule 3.7(a) hereto, (iv) zoning, building and other similar governmental restrictions and liens imposed by operation of law (including, without limitation, mechanics’, carriers’, workmen’s, repairmen’s, landlord’s or other similar liens arising from or incurred in the ordinary course of business and for which consistent with past practice since the underlying payments are not yet delinquent)Balance Sheet Date, (vy) easementsa valid leasehold, covenants, rights-of-way license or other similar restrictions and imperfections of titleeasement interest in all Leased Real Property, and (viz) good and marketable fee simple title to all Owned Real Property. All such properties and assets (including leasehold, license and easement interests) are free and clear of, and not subject to, Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those (including those covered by (ivnon-monetary items set forth in Section 3.10(a)(i) and (v) above) that of the Disclosure Schedules which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.materially interfere with the use or operation of the Facility; (b) Schedule 3.7(b) lists (i) the location of each parcel of Real Property; (ii) liens for Taxes which (A) are not yet due and payable or being contested in good faith by appropriate procedures, (B) are not, in the aggregate, material to such Acquired Company and (C) relate to amounts not yet delinquent or being contested in good faith (which contests (if such property is leased or subleased by the Company, the landlord under the lease or sublease, the rental amount currently being paid, and the expiration any) are disclosed in Section 3.17 of the term of such lease or sublease for each leased or subleased property; and Disclosure Schedules); (iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the current ordinary course of business which (A) are not, in the aggregate, material to such Acquired Company and (B) relate to amounts not yet delinquent or being contested in good faith (which contests (if any) are disclosed in Section 3.10(a)(iii) of the Disclosure Schedules); (iv) recorded easements, Permits, recorded licenses, recorded patent and mineral reservations, recorded covenants, conditions and restrictions, recorded rights of way, zoning ordinances, entitlement conditions, stipulations and restrictions, and other similar matters of public record affecting any Real Property which would not, individually or in the aggregate, materially interfere with the use or operation of such property. With the Facility, provided the foregoing shall not limit any warranties of Seller set forth in this Agreement, including those regarding compliance with Laws; (v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the Seller has delivered ordinary course of business consistent with past practice; or (vi) other non-monetary imperfections of title or made available non-monetary Encumbrances, if any, which would not, individually or in the aggregate, materially interfere with the use or operation of, or materially detract from the value of, the Facility . (b) Section 3.10(b) of the Disclosure Schedules lists: (i) the street address (if any) and legal description of each parcel of real property owned by any Acquired Company (“Owned Real Property”); and (ii) the legal description and, to the Buyer trueextent known to Seller, complete and correct copies the street address of the deeds and other instruments each parcel of real property leased, subleased or otherwise occupied or used by any Acquired Company, or in which any Acquired Company has an easement or license interest (as recorded) by which the Company acquired such collectively, “Leased Real Property”, and copies of all title insurance policies, opinions, abstracts and surveys in together with the possession of the Seller or the Company and relating to the Real Property. With respect to leased Owned Real Property, the Seller has delivered or made available to the Buyer true, complete and correct copies of any leases affecting the “Real Property. Except as set forth on Schedule 3.7(b”), the Company is not and 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 do not violate in any material respect any law, covenant, condition, restriction, easement, license, permit or agreement. (c) As of the date of this Agreement, the Company has not received any written or, to the Knowledge of the Seller, oral notice for actual or proposed material assessments for public improvements against its Real Property or material improvements, material easements or material rights of way used in connection with the Business which remains unpaid. Except as set forth on Schedule 3.7(c)list, as of the date of this Agreement, there is no pending condemnationof all leases, expropriationsubleases, eminent domain Contracts or similar proceeding affecting easements for each parcel of Leased Real Property(collectively, “Leases”), including the Company or all or any portion identification of the lessee and lessor thereunder, or grantor and grantee thereunder, as applicable. (c) Section 3.10(c) of the Disclosure Schedules sets forth all leases, licenses and other agreements permitting others to occupy, possess or use any Real Property or material improvements(collectively, material easements or material rights of way used in connection with the Business and, to the Knowledge of the Seller, no such proceeding is threatened“Encumbering Leases”). (d) Except as set forth in Section 3.10(d) of the Disclosure Schedules, none of the interests of the Acquired Companies in any Real Property is subject to or encumbered by any purchase option, right of first refusal or other contractual right or obligation of any Acquired Company to sell, assign or dispose of such interests of such Real Property. (e) No Acquired Company (i) owns, or in the past has owned, any real property other than the Owned Real Property, or (ii) has a leasehold, easement or other interest or right in any real property other than under the Contracts, Leases and easements (A) benefitting the Acquired Companies and/or the Owned Real Property and (B) reflected in the Title Policies or the Disclosure Schedules. (f) Each parcel Acquired Company and the Real Property is in material compliance with all restrictions, covenants and agreements related to the Real Property. Except as set forth in Section 3.10(f) of the Disclosure Schedules, there is no (i) to the Actual Knowledge of Seller, condition or circumstance that would prohibit, adversely affect or threaten ordinary rights of access to and from the Real Property and existing publicly dedicated and open roads, (ii) to the Actual Knowledge of Seller, improvement on the Real Property encroaching upon or from land adjacent to the Real Property, or (iii) to the Actual Knowledge of Seller, planned or proposed increase in assessed valuations, or public improvement commenced or planned, which in either case, may result in a special assessment against or otherwise materially adversely affect the Real Property. No Acquired Company has been given written notice of any Governmental Order or, to Seller’s Knowledge, with respect to, or any threat of, any condemnation, taking or expropriation by any Governmental Authority or other party of any part of the Real Property. Except as set forth in Section 3.10(f) of the Disclosure Schedules, none of the Real Property has physical and legal vehicular and pedestrian access to and from public roadways is located in a flood plain or flood hazard area. (g) Neither Seller nor any of its Affiliates (other than any Acquired Company) owns, leases, holds in easement or otherwise holds for use any Assets. (h) Except as may be reasonably necessary to the operation set forth in Section 3.10(h) of the Business as currently conductedDisclosure Schedule, except where the failure to have such access does not have a Material Adverse Effect. No fact or condition exists which would result in the termination of (i) the current access from each parcel of Assets, including the Real Property, constitute all of the material assets and (ii) continued properties that are required to own, use, operation, maintenance, repair maintain and replacement of all existing operate at full capacity and currently committed water lines and appurtenances used by maintain the Company Facilities in connection compliance with the Water System technical specifications set forth in the Material Contracts, all applicable Laws, all Permits and Good Industry Practices. The tangible Facility Assets have been maintained in accordance with Good Industry Practices in all material respects, are in good operating condition and repair (except for normal wear and tear) and are suitable for the Business, except where such termination would not reasonably be expected to have a Material Adverse Effectpurposes for which they are presently used.

Title to Assets; Real Property. (a) The Except as would not materially affect the conduct of the business of the Company hasas currently conducted or materially impair title to, access to, possession of, occupancy of, operation of, and/or use of such property in the conduct of the business of the Company as currently conducted, the Company has good and valid title to, or will have at the Closing, good and, in the case of leased property, a valid leasehold interest in, all Real Property, marketable title (fee or leasehold) to all of its real Property and personal property and other assets reflected in the Audited Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including those reflected on the Balance Sheet or acquired by the Company since the Balance Sheet Date), leasehold interests) are free and clear of all mortgages, liens, attachments, pledges, encumbrances or security interests of any nature whatsoeverEncumbrances, except for the following (collectively referred to as “Permitted Encumbrances”): (i) those disclosed items set forth in Section 3.10(a) of the Balance Sheet, Disclosure Schedules; (ii) any liens for current Taxes not yet due and payable or which may thereafter be paid without penalty, payable; (iii) encumbrances described on Schedule 3.7(a) hereto, (iv) zoning, building and other similar governmental restrictions and liens imposed by operation of law (including, without limitation, mechanics’, carriers’, workmen’s, repairmen’s, landlord’s or other similar like liens arising from or incurred in the ordinary course of business and consistent with past practice, for which the underlying payments are payment is not yet delinquent), (v) easements, covenants, rights-of-way or other similar restrictions due and imperfections of title, and (vi) those (including those covered by (iv) and (v) above) that would are not, individually or in the aggregate, reasonably be expected material to the business of the Company; (iv) liens or security interests that arise or are incurred in the ordinary course of business relating to obligations not yet due on the part of the Company or secure a liquidated amount that are being contested in good faith and by appropriate proceedings and, in each case, for which adequate reserves in accordance with GAAP have a been established; (v) pledges or deposits to secure obligations under workers’ compensation Laws or similar Laws or to secure public or statutory obligations; (vi) liens discharged on or prior to Closing; (vii) the terms and conditions of (a) the Material Adverse Effect. Contracts that have been provided to Buyer prior to the date of this Agreement, (b) Schedule 3.7(bany Governmental Order that has been provided to Buyer prior to the date of this Agreement or (c) lists any Permit listed on Section 3.18(b) of the Disclosure Schedules, in each case of clauses (i) the location of each parcel of Real Property; a), (ii) if such property is leased or subleased by the Company, the landlord under the lease or sublease, the rental amount currently being paidb), and (c), to the expiration of extent the term of such lease same does not, individually or sublease for each leased or subleased property; and (iii) in the current aggregate, materially impair title to, access to, possession of, occupancy of, operation of, and/or use of such property. With property in the conduct of the business of the Company as currently conducted; (viii) easements, rights of way, and other similar encumbrances affecting Real Property which are of record or notice of which has been provided to Buyer prior to the date of this Agreement, and which do not, individually or in the aggregate, materially impair the title to, access to, possession of, occupancy of, operation of, and/or use of such property in the conduct of the business of the Company; (ix) zoning ordinances; or (x) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties 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) Section 3.10(b) of the Disclosure Schedules (i) lists each instrument, order or other source of right evidencing all of the Company’s interests in the Real Property, and (ii) includes maps of the general locations of the Real Property and the Company’s transmission and distribution systems. With respect to Real Property owned or purported to be owned, Seller has delivered or made available to the Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which the Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts abstracts, maps, plans and surveys surveys, environmental site assessments and evidence of zoning in the possession of the Seller or the Company and relating to the Real Property. With respect to leased Real Property, the Seller has delivered or made available to the Buyer true, complete and correct copies of any leases affecting the Real Property. Except as set forth on Schedule 3.7(b)in 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, except as may be of record or as would not materially impair the title to, access to, possession of, occupancy of, operation of, and/or use of such property in the conduct of the business of the Company. The use and operation of the Real Property in the conduct of the Business Company’s business do 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 encroach on real property owned or leased by a Person other than the Company. There are no Actions pending 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. (c) As There are no claims pending nor, to the Seller’s Knowledge, threatened against the Company that allege that the Company does not have a right of way, easement, or other appropriate property right to operate the date of this pipelines and related systems operated by the Company in all material respects. Notwithstanding anything in the Agreement, or any schedule or other oral representation or in writing, the Company has not received makes no representation that it holds a right of way or easement for all the pipelines and related systems operated by it. (d) Except as set forth in Section 3.10(d) of the Disclosure Schedules (i) no breach or event of default on the part of the Company, (ii) to the Knowledge of Seller, no breach or event of default on the part of any written other party thereto, and (iii) no event that, with the giving of notice or lapse of time or both, could constitute such breach or event of default on the part of the Company or, to the Knowledge of the Seller, oral notice on the part of any other party thereto, has occurred and is continuing under any easement, right-of-way, license, right of use, or other agreement creating similar interests for actual or proposed material assessments for public improvements against its Real Property or material improvements, material easements or material rights of way used in connection with the Business which remains unpaid. Except as set forth on Schedule 3.7(c), as of the date of this Agreement, there is no pending condemnation, expropriation, eminent domain or similar proceeding affecting the Company or all or any portion of the Real Property or material improvements, material easements or material rights of way used in connection with the Business and, to the Knowledge of the Seller, no such proceeding is threatened. (d) Each parcel of the Real Property has physical and legal vehicular and pedestrian access to and from public roadways as may be reasonably necessary to the operation of the Business Company’s pipelines and related systems as currently conducted, except where the failure to have such access does not have a Material Adverse Effect. No fact or condition exists which would result operated in the termination of (i) the current access from each parcel of the Real Property, and (ii) continued use, operation, maintenance, repair and replacement of all existing and currently committed water lines and appurtenances used by the Company in connection with the Water System and the Business, except where such termination would not reasonably be expected to have a Material Adverse Effectmaterial respects.