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

Title to Properties; Absence of Liens and Encumbrances, etc. Except as otherwise set forth in Exhibit 6.9 or to be set forth in the Closing Schedule, and except for those Assets leased to Norton or a Division Subsidiary, (a) Norton and the Division Subsidiaries, respectively, have good and marketable title to, and own outright, the Assets (which include all of the assets reflected on the Balance Sheet except as since sold or otherwise disposed of in the ordinary course of business) free and clear of all mortgages, claims, liens, charges, encumbrances, security interests, restrictions on use or transfer, or other defects of any nature, except with respect to Real Estate, which may be conveyed subject to (i) the lien of current taxes and assessments not yet due and payable, (ii) such leases, easements, rights of way and restrictions of record, if any, which do not interfere with the current use or materially detract from the value of the properties of the Division or otherwise impair business operations, (iii) public utility easements servicing the property as may be disclosed on the surveys or in the title commitments issued to the Company contemplated in Section 11.6.1, and (iv) leases shown on Exhibit 6.10(b); and (b) the sale and delivery of the Assets pursuant hereto shall vest in the Company (to the extent such Assets are not owned by the Designated Subsidiary) good and valid title thereto, free and clear of all mortgages, claims, liens, charges, encumbrances, security interests, restrictions on use or transfer, or other defects of any nature, except as set forth in clauses (a) (i) through (a) (iv) above. The Assets constitute all of the property and rights which Norton or any Division Subsidiary uses or otherwise owns or leases in the conduct of the business of the Division except as specified in Section 1.1.2. Except as otherwise set forth in Exhibit 6.9, or to be set forth in the Closing Schedule, neither Norton nor any Division Subsidiary has received any notice of violation, and no basis is known to Norton for any claim of violation, 28 of any applicable law, zoning or other ordinance, regulation, order or requirement relating to the Assets or the operations of the Division, including, without limitation, any regulations or requirements under occupational health and safety laws (including the Occupational Safety and Health Act), environmental laws (including the Environmental Protection Act), or regulations of the Food and Drug Administration, which violation may result in the payment of a fine of more than $10,000 or materially adversely affect the ability of the Division to continue its businesses as presently conducted.

Title to Properties; Absence of Liens and Encumbrances, etc. Except as otherwise set forth The ------------------------------------------------------------ Purchaser Disclosure Schedule includes a true and complete list of all real property owned by the Purchaser or the Purchaser Subsidiaries and real property leased by the Purchaser or the Purchaser Subsidiaries pursuant to leases providing for the occupancy, in Exhibit 6.9 or to be set forth in the Closing Scheduleeach case, and except for those Assets leased to Norton or a Division Subsidiary, of not less than 20,000 square feet (a"Material Leases") Norton and the Division Subsidiariesname of the lessor, respectively, the date of the Material Lease and each amendment to the Material Lease and the aggregate annual rental or other fee payable under any such Material Lease. The Purchaser and the Purchaser Subsidiaries have good and marketable title toto all their owned properties and assets, real and own outrightpersonal, the Assets (which include all of the assets reflected on the Balance Sheet except as since sold or otherwise disposed of in the ordinary course of business) each case free and clear of all mortgages, claims, liens, charges, encumbrances, security interests, restrictions on use or transfer, or other defects encumbrances and imperfections of any naturetitle, except with respect to Real Estatethose liens, encumbrances or imperfections of title which may be conveyed subject to (i) the lien of current taxes and assessments not yet due and payable, (ii) such leases, easements, rights of way and restrictions of record, if any, which do not interfere with the current use or materially detract from the value of the properties of the Division or otherwise impair business operations, (iii) public utility easements servicing the property as may be disclosed on the surveys individually or in the title commitments issued to aggregate would not have a Material Adverse Effect on Sylvan. Neither the Company contemplated in Section 11.6.1, and (iv) leases shown on Exhibit 6.10(b); and (b) the sale and delivery Purchaser nor any of the Assets pursuant hereto shall vest in the Company (to the extent such Assets are not owned by the Designated Subsidiary) good and valid title thereto, free and clear of all mortgages, claims, liens, charges, encumbrances, security interests, restrictions on use or transfer, or other defects of any nature, except as set forth in clauses (a) (i) through (a) (iv) above. The Assets constitute all of the property and rights which Norton or any Division Subsidiary uses or otherwise owns or leases in the conduct of the business of the Division except as specified in Section 1.1.2. Except as otherwise set forth in Exhibit 6.9, or to be set forth in the Closing Schedule, neither Norton nor any Division Subsidiary Purchaser Subsidiaries has received any notice of violation, and no basis is known to Norton for any claim of violation, 28 violation of any applicable lawzoning laws, zoning orders, regulations, or other ordinance, regulation, order or requirement requirements relating to its operations or properties it owns or leases which has not been complied with, nor any proposed changes in any such laws, orders or regulations which might have a Material Adverse Effect on Sylvan. The Purchaser has no knowledge of any threatened or impending condemnation by any Government Entity of any properties owned or leased by the Assets Purchaser or the operations Purchaser Subsidiaries. All Material Leases are in good standing, valid and effective in accordance with their respective terms, and neither the Purchaser nor any Purchaser Subsidiary is in default under any of such leases, except where the Divisionlack of such good standing, including, without limitation, any regulations validity and effectiveness or requirements under occupational health and safety laws (including the Occupational Safety and Health Act), environmental laws (including the Environmental Protection Act), or regulations existence of the Food and Drug Administration, which violation may result in the payment of such default would not have a fine of more than $10,000 or materially adversely affect the ability of the Division to continue its businesses as presently conductedMaterial Adverse Effect on Sylvan.

Title to Properties; Absence of Liens and Encumbrances, etc. Except (a) Section 4.12(a) of the Seller’s Disclosure Schedule lists (i) all leases for any material real property to which any member of the Subject Company Group is a party as otherwise set forth of the date hereof or, in Exhibit 6.9 or to the case of the LLC, will be set a party as of the Closing Date (the “UIS Automotive Lease Agreements”), setting forth in the case of any such lease, the location of such real property and (ii) all material real properties owned by any member of the Subject Company Group as of the date hereof or, in the case of the LLC, as of the Closing ScheduleDate (the “UIS Automotive Owned Real Property”). The relevant member of the Subject Company Group has (and in the case of the LLC, and except for those Assets leased as of the Closing Date will have) good and, in the case of the UIS Automotive Owned Real Property located in jurisdictions where title insurance is customary, to Norton or a Division Subsidiarythe Knowledge of Seller, (a) Norton and the Division Subsidiaries, respectively, have good and marketable insurable title to, or a valid and own outrightbinding leasehold interest in, the Assets (which include all of the assets reflected on UIS Automotive Owned Real Property or the Balance Sheet except as since sold or otherwise disposed of in property that is the ordinary course of business) free and clear of all mortgages, claims, liens, charges, encumbrances, security interests, restrictions on use or transfer, or other defects of any nature, except with respect to Real Estate, which may be conveyed subject to (i) the lien of current taxes and assessments not yet due and payable, (ii) such leases, easements, rights of way and restrictions of record, if any, which do not interfere with the current use or materially detract from the value of the properties of UIS Automotive Lease Agreements, as the Division or otherwise impair business operations, (iii) public utility easements servicing the property as case may be disclosed on the surveys or in the title commitments issued to the Company contemplated in Section 11.6.1, and (iv) leases shown on Exhibit 6.10(b); and (b) the sale and delivery of the Assets pursuant hereto shall vest in the Company (to the extent such Assets are not owned by the Designated Subsidiary) good and valid title theretobe, free and clear of all mortgagesEncumbrances, claims, liens, charges, encumbrances, security interests, except for: (i) any Encumbrances reflected in the Financial Information; (ii) zoning laws and other land use restrictions on that do not materially impair the present or anticipated use or transferoccupancy of the property subject thereto; (iii) any Encumbrances for taxes, assessments and other governmental charges not yet due and payable or due but not delinquent or due and being contested in good faith; and (iv) any mechanics’, workmen’s, repairmen’s, warehousemen’s, carriers’ or other defects similar liens and encumbrances arising in the ordinary course of any nature, except as set forth business consistent with past practice or being contested in good faith (each of the encumbrances listed in clauses (a) (i) through (a) – (iv) above. The Assets constitute all of the property and rights which Norton or any Division Subsidiary uses or otherwise owns or leases in the conduct of the business of the Division except as specified in Section 1.1.2. Except as otherwise set forth in Exhibit 6.9, or to be set forth in the Closing Schedule, neither Norton nor any Division Subsidiary has received any notice of violation, and no basis is known to Norton for any claim of violation, 28 of any applicable law, zoning or other ordinance, regulation, order or requirement relating to the Assets or the operations of the Division, including, without limitation, any regulations or requirements under occupational health and safety laws (including the Occupational Safety and Health Acta “Permitted Encumbrance”), environmental laws (including the Environmental Protection Act), or regulations of the Food and Drug Administration, which violation may result in the payment of a fine of more than $10,000 or materially adversely affect the ability of the Division to continue its businesses as presently conducted.

Title to Properties; Absence of Liens and Encumbrances, etc. Except as otherwise set forth in Exhibit 6.9 or to be set forth in the Closing Schedule, and except for those Assets leased to Norton or a Division Subsidiary, (a) Norton Schedule 3.7(a)(i) hereto lists all leases and subleases of real property entered into by the Company or its Subsidiaries at the locations described thereon as of the date hereof other than those leases and subleases that are not material, individually or in the aggregate, to the Company and the Division SubsidiariesSubsidiaries considered as a whole or will not be retained by the Company (the "Leased Real Property"). Schedule 3.7(a)(ii) hereto lists all properties owned by the Company or its Subsidiaries as of the date hereof other than those properties that are not material, respectivelyindividually or in the aggregate, have to the Company and the Subsidiaries considered as a whole and those properties that will not be retained by the Company (the "Owned Real Property"). Except as set forth on Schedule 3.7(a)(iii) hereto, each of the Company and the Subsidiaries has good and and, in the case of the Owned Real Property, marketable title to, or a valid and own outrightbinding leasehold interest in, the Assets (which include all of the assets reflected on the Balance Sheet except as since sold or otherwise disposed of in the ordinary course of business) Leased Real Property and Owned Real Property free and clear of all mortgages, claims, liens, charges, encumbrances, security interests, restrictions on use or transfer, or other defects of any natureEncumbrances, except with respect to Real Estate, which may be conveyed subject to for: (i) any Encumbrances reflected in the lien Financial Statements; (ii) any Encumbrances incurred or created since December 31, 1999 in the ordinary and usual course of current taxes business consistent with past practice and which, alone or in the aggregate, would not be reasonably likely to have a Material Adverse Effect; (iii) any Encumbrances which, alone or in the aggregate, would not have a Material Adverse Effect; (iv) any Encumbrances for taxes, assessments and other governmental charges not yet due and payablepayable or due but not delinquent or being contested in good faith by appropriate proceedings; (v) any mechanics', workmen's, repairmen's, warehousemen's, carriers' or other like liens and encumbrances imposed by operation of law arising in the ordinary and usual course of business consistent with past practice or being contested in good faith by appropriate proceedings; and (iivi) such leases, easements, rights of way and restrictions or other similar matters of record, if any, which title to real property that do not interfere with the current use or materially detract from the value of the properties of the Division or otherwise impair business operations, (iii) public utility easements servicing the property as may be disclosed on the surveys or in effect the title commitments issued to the Company contemplated in Section 11.6.1, and (iv) leases shown on Exhibit 6.10(b); and (b) the sale and delivery of the Assets pursuant hereto shall vest in the Company (to the extent such Assets are not owned by the Designated Subsidiary) good and valid title thereto, free and clear of all mortgages, claims, liens, charges, encumbrances, security interests, restrictions on use or transferto, or other defects of any naturethe use of, except as set forth in clauses such real property (a) (i) through (a) (iv) above. The Assets constitute all of the property and rights which Norton or any Division Subsidiary uses or otherwise owns or leases in the conduct of the business of the Division except as specified in Section 1.1.2. Except as otherwise set forth in Exhibit 6.9, or to be set forth in the Closing Schedule, neither Norton nor any Division Subsidiary has received any notice of violation, and no basis is known to Norton for any claim of violation, 28 of any applicable law, zoning or other ordinance, regulation, order or requirement relating to the Assets or the operations of the Division, including, without limitation, any regulations or requirements under occupational health and safety laws (including the Occupational Safety and Health Act"Permitted Encumbrances"), environmental laws (including the Environmental Protection Act), or regulations of the Food and Drug Administration, which violation may result in the payment of a fine of more than $10,000 or materially adversely affect the ability of the Division to continue its businesses as presently conducted.