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.” (b) As of the date of this Agreement, there are no material leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of any Real Property and Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or its Subsidiaries have a valid and subsisting leasehold estate in and the right to quiet enjoyment of each Leased Real Property for the full term of the lease or sublease creating such interest. As of the date of this Agreement, to the Knowledge of the Company there are no eminent domain, condemnation or other similar actions or proceedings pending or threatened with respect to any of the Real Property by any Governmental Entity having jurisdiction over any such Real Property. As currently operated and maintained, each of the Real Properties is in compliance in all material respects with all federal, state and local Law applicable to each such 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(a3.15 shall be construed as representations or warranties with respect to the title in or to Intellectual Property assets of the Company and its Subsidiaries which representations and warranties regarding title in or to Intellectual Property assets of the Company and its Subsidiaries are given in Section 3.13(c) above. (b) Section 3.15(b) of the Disclosure Schedule sets forth a true, complete and correct list the address of all real each 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 in which the Company or its Subsidiaries holds a leasehold or subleasehold estate or other right to use or occupy any land, buildings, structures, improvements, fixtures or other interests in real property which is referred used or intended to herein as be used in the Company’s business (the “Leased Real Property.” (b) As and a true and complete list of the date of this Agreement, there are no material all leases, subleases, licenses, concessions or and other agreements, agreements (written or oral) pursuant to which the Company or any Subsidiary holds any Leased Real Property (including all amendments, granting extensions, renewals, guaranties and other agreements with respect thereto) (the “Leases”). The Company has delivered to any party or parties Parent a true and complete copy of each such Lease document to the right extent such Lease requires annual payments in excess of use or occupancy $1,000,000 (such Leases referred to as “Significant Leases”), and in the case of any portion oral Lease, a written summary of any Real Property and Leased Real Propertythe material terms of such Lease. Except as set forth in Section 3.15(b) of the Disclosure Schedule and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, with respect to each of the Company Leases: (i) such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the Merger does not require the consent of any other party to such Lease, will not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) the Company’s or its Subsidiaries have a valid Subsidiary’s, as applicable, possession and subsisting leasehold estate in and the right to quiet enjoyment of each the Leased Real Property for the full term of the lease or sublease creating under such interest. As of the date of this AgreementLease has not been disturbed, and to the Knowledge of the Company Company, there are no eminent domain, condemnation or other similar actions or proceedings pending or threatened disputes with respect to such Lease; (iv) neither the Company nor its Subsidiary, as applicable, nor any other party to the Lease is in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) neither the Company nor its Subsidiary, as applicable, owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Lease is not an affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiary of the Company; (viii) neither the Company nor any Subsidiary of the Company has subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property; and (ix) there are no liens or encumbrances on the estate or interest created by such estate. (c) The Leased Real Property by any Governmental Entity having jurisdiction over identified in the Disclosure Schedule and any such improvements to the Leased Real Property. As currently operated and maintained, each Property comprise all of the Real Properties is in compliance in all material respects with all federalreal property used or intended to be used in, state and local Law applicable to each such Real Propertyor otherwise related to, the Company’s business.

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.” (b) As of the date of this Agreement, there are no material leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of any Real Property and Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or its Subsidiaries have a valid and subsisting leasehold estate in and the right to quiet enjoyment of each Leased Real Property for the full term of the lease or sublease creating such interest. As of the date of this Agreement, to the Knowledge of the Company there are no eminent domain, condemnation or other similar actions or proceedings pending or threatened with respect to any of the Real Property by any Governmental Entity having jurisdiction over any such Real Property. As currently operated and maintained, each of the Real Properties is in compliance in all material respects with all federal, state and local Law applicable to each such Real Property.