Common use of Title to Properties; Absence of Liens and Encumbrances, etc Clause in Contracts

Title to Properties; Absence of Liens and Encumbrances, etc. Acorn ----------------------------------------------------------- does not own any real property. Except as set forth in Schedule 3.13, Acorn owns good and marketable title to the properties and assets used in its business (including, without limitation, the assets reflected in the Acorn Financial Statements, except as since sold or otherwise disposed of in the ordinary course of business), free and clear of all mortgages, security interests, claims, liens, charges, encumbrances, restrictions on use or transfer or other defects in title. The fixed assets of Acorn reflected in the Acorn Financial Statements are all located on real property owned or leased by Acorn and all personal property located at or on such real property is owned or leased (as disclosed in the Schedules) by Acorn. Acorn is not a bailee for any other entity, except as set forth on Schedule 3.13. The leases and other agreements under which Acorn holds, leases or is entitled to the use of any real property or personal property involving lease payments of over $18,000 per year are set forth in Schedule 3.16 (the "Scheduled Leases") and are in full force and effect, and all rentals, royalties or other payments payable thereunder prior to the date hereof CONFIDENTIAL TREATMENT OF REDACTED PORTIONS APPLIED FOR have been duly paid. All "buy-out" prices under the Scheduled Leases are shown on Schedule 3.16, regardless as to whether the lessee has any obligation to purchase such property.

Title to Properties; Absence of Liens and Encumbrances, etc. Acorn ----------------------------------------------------------- does not own any real property. Except as set forth in Schedule 3.13, Acorn owns good and marketable title to the properties and assets used in its business (including, without limitation, the assets reflected in the Acorn Financial Statements, except as since sold or otherwise disposed of in the ordinary course of business), free and clear of all mortgages, security interests, claims, liens, charges, encumbrances, restrictions on use or transfer or other defects in title. The fixed assets of Acorn reflected in the Acorn Financial Statements are all located on real property owned or leased by Acorn and all personal property located at or on such real property is owned or leased (as disclosed in the Schedules) by Acorn. Acorn is not a bailee for any other entity, except as set forth on Schedule 3.13. The leases and other agreements under which Acorn holds, leases or is entitled to the use of any real property or personal property involving lease payments of over $18,000 per year are set forth in Schedule 3.16 (the "Scheduled Leases") and are in full force and effect, and all rentals, royalties or other payments payable thereunder prior to the date hereof CONFIDENTIAL TREATMENT OF REDACTED PORTIONS APPLIED FOR have been duly paid. All "buy-out" prices under the Scheduled Leases are shown on Schedule 3.16, regardless as to whether the lessee has any obligation to purchase such property.