Common use of Title to Properties; Assets/Services Clause in Contracts

Title to Properties; Assets/Services. (a) The Company and its Subsidiaries have valid and legal title to, a leasehold interest in, license or easement in the real and personal properties as reflected in the Company’s consolidated balance sheet as of March 31, 2010, except for properties and assets that have been disposed of in the ordinary course of business since March 31, 2010, free and clear of all Liens of any nature whatsoever, except (i) Liens for current Taxes, payments of which are not yet delinquent and for which adequate reserves have been established in accordance with GAAP on the books and records of the Company; (ii) mechanics, carriers’, workmen’s, warehouseman’s, repairmen’s, materialmen’s or other Liens or security interests arising in the ordinary course of business securing obligations that are not yet due and payable or are being contested in good faith; (iii) Liens imposed by applicable Law (other than Tax Law) arising in the ordinary course of business securing obligations for sums that are not yet due and payable or are being contested in good faith; (iv) pledges or deposits to secure obligations under workers’ compensation Laws or similar legislation or to secure public or statutory obligations; (v) pledges and deposits to secure the performance of bids, trade contracts, leases, surety and appeal bonds, performance bonds and other obligations of a similar nature; or (vi) such imperfections in title and easements and encumbrances as are not substantial in character, amount or extent and do not materially detract from the business subject thereto or affected thereby, or materially interfere with or materially adversely affect or impair the present and continued use of the property subject thereto or affected thereby, or otherwise materially impair the operations of the Company or any of its Subsidiaries (in the manner presently carried on by the Company and its Subsidiaries). Section 3.16(a) of the Disclosure Schedule sets forth a true, complete and correct list of all real property owned, leased, subleased or licensed by the Company and each of its Subsidiaries and the location of such properties (collectively, the “Real Property”). All Real Property leased or subleased by the Company or its Subsidiaries is referred to herein as the “Leased Real Property.”

Title to Properties; Assets/Services. (a) The Company and its Subsidiaries have valid in all material respects good and legal marketable title to, or a valid leasehold interest ininterest, license or easement in all of the real Owned Real Property (as defined below) and all of the Leased Real Property (as defined below) and all of their personal properties as reflected in the Company’s consolidated most recent balance sheet as of March 31, 2010included in the Company Financial Statements, except for personal properties and assets that have been disposed of in the ordinary course of business since March 31, 2010the date of such balance sheet, free and clear of all Liens of any nature whatsoever, except (ia) Liens for current Taxes, payments of which are not yet delinquent and or for which adequate reserves have been established in accordance with U.S. GAAP on the books and records of the Company; (iib) mechanics’, carriers’, workmen’s, warehouseman’s, repairmen’s, materialmen’s or other Liens or security interests arising in the ordinary course of business securing obligations that are not yet due and payable overdue for a period of more than 60 days or that are being contested in good faithfaith and by appropriate proceedings; (iii) Liens imposed by applicable Law (other than Tax Law) arising in the ordinary course of business securing obligations for sums that are not yet due and payable or are being contested in good faith; (ivc) pledges or deposits to secure obligations under workers’ compensation Laws laws or similar legislation or to secure public or statutory obligations; (vd) pledges and deposits to secure the performance of bids, trade contracts, leases, surety and appeal bonds, performance bonds and other obligations of a similar naturenature incurred in the ordinary course of business; or (vie) such imperfections in title and easements and encumbrances as are not substantial in character, amount or extent and do not, or would not reasonably be expected to, materially detract from the business subject thereto or affected therebyvalue, or materially interfere with or materially adversely affect or impair the present and continued use of the property subject thereto or affected thereby, or otherwise materially impair the Company’s or such Subsidiary’s business operations of the Company or any of its Subsidiaries (in the manner presently carried on by the Company and its Subsidiaries). Section 3.16(aor such Subsidiary) of the Disclosure Schedule sets forth a true, complete and correct list of all real property owned, leased, subleased or licensed by the Company and each of its Subsidiaries and the location of such properties (collectively, the “Real PropertyPermitted Liens”). All Real Property leased or subleased by the Company or its Subsidiaries is referred to herein as the “Leased Real Property.”

Title to Properties; Assets/Services. (a) Neither the Company nor its Subsidiaries owns fee title to any real property and has not owned title to any real property within the last five years of the date of this Agreement. The Company and its Subsidiaries have valid good and legal marketable (x) title to, (y) a leasehold interest interest, (z) license in or (aa) easement in, license or easement in the real and personal properties as reflected in the Company’s consolidated most recent balance sheet as of March 31, 2010included in the Company Financial Statements and the Disclosure Schedule, except for properties and assets that have been disposed of in the ordinary course of business since March 31, 2010the date of such balance sheet and the Disclosure Schedule, free and clear of all Liens of any nature whatsoever, except (ii)(a) Liens for current Taxes, payments of which are not yet delinquent and or Taxes for which adequate reserves have been established in accordance with U.S. GAAP on the books and records of the Company; Company or its Subsidiaries, (iib) mechanics, carriers’, workmen’s, warehouseman’s, repairmen’s, materialmen’s or other Liens or security interests arising in the ordinary course of business securing obligations that are not yet due and payable or that are being contested in good faith; faith and by appropriate proceedings, (iiic) Liens imposed by applicable Law (other than Tax Law) arising in the ordinary course of business securing obligations for sums that are not yet due and payable or are being contested in good faith; ), (ivd) pledges or deposits to secure obligations under workers’ compensation Laws or similar legislation or to secure public or statutory obligations; , (ve) pledges and deposits to secure the performance of bids, trade contracts, leases, surety and appeal bonds, performance bonds and other obligations of a similar nature; , or (vif) such imperfections in title and easements and encumbrances as are not substantial in character, amount or extent and do not materially detract from the business subject thereto or affected therebyvalue, or materially interfere with or materially adversely affect or impair the present and continued use of the property subject thereto or affected thereby, or otherwise materially impair the operations of the Company or any of its Subsidiaries (in the manner presently carried on by the Company and its Subsidiaries), and (ii) as would not reasonably be expected to have a Company Material Adverse Effect. Nothing in this Section 3.16(a) 3.15 shall be construed as representations or warranties with respect to the title in or to Intellectual Property assets of the Disclosure Schedule sets forth a true, complete and correct list of all real property owned, leased, subleased or licensed by the Company and each of its Subsidiaries which representations and the location warranties regarding title in or to Intellectual Property assets of such properties (collectively, the “Real Property”). All Real Property leased or subleased by the Company or and its Subsidiaries is referred to herein as the “Leased Real Propertyare given in Section 3.13(c) above.”