Common use of Title to Properties; Encumbrances Clause in Contracts

Title to Properties; Encumbrances. (a) Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by the Company. Seller has delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Seller or the Company and relating to such property or interests. The Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that it purports to own, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice). All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Company, and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Company lies wholly within the boundaries of the real property owned by the Company and does not encroach upon the property of, or otherwise conflict with the property rights of, any other Person. (b) The Company has no long term secured indebtedness as of the Closing Date and no assets, real or personal property, are subject to any Encumbrance except as listed in Part 3.6 of the Disclosure Letter.

Title to Properties; Encumbrances. (a) Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, property leaseholds of DigiCourse or other interests therein owned by the CompanyLimited. Seller has delivered or made available to Buyer copies of the deeds DigiCourse and other instruments (as recorded) by which the Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Seller or the Company and relating to such property or interests. The Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) Limited own all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that it purports to own, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet Sheets (except for assets held under capitalized leases disclosed disclosed, or not required to be disclosed disclosed, in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance SheetSheets, as the case may be, in the Ordinary Course of Business), and all of the properties and assets purchased or otherwise acquired by the Company DigiCourse or Limited since the date of the Interim Balance Sheet Sheets (except for personal property acquired and sold since the date of the Interim Balance Sheet Sheets in the Ordinary Course of Business and consistent with past practiceBusiness). All . (b) Except as disclosed on Part 3.6 of the Disclosure Letter, all material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet Sheets are free and clear of all Encumbrances and are not, in the case of real property, not subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature (collectively, "Limitations") except, with respect to all such properties and assets, (ai) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, Sheets with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (bii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet Sheets (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ciii) liens for current taxes Taxes not yet due, or Encumbrances that are not material to DigiCourse or Limited and (div) with respect to Encumbrances and Limitations on real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Company, and (ii) zoning laws and other land use restrictions that do not impair the present materially interfere with DigiCourse's or anticipated Limited's use of the property subject thereto. All buildings, plants, and structures owned by the Company lies wholly within the boundaries of the such real property owned by the Company and does not encroach upon the property of, or otherwise conflict with the property rights of, any other Personproperty. (b) The Company has no long term secured indebtedness as of the Closing Date and no assets, real or personal property, are subject to any Encumbrance except as listed in Part 3.6 of the Disclosure Letter.

Title to Properties; Encumbrances. (a) Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other real property interests therein owned by the Company. Seller has delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Seller or the Company and relating to such property or interests. The Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that it purports they purport to own, located in the Facilities owned or operated by the Company or reflected as owned in the books and records of the Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and all of the properties and assets purchased or otherwise acquired by the Company since the date of the Interim Balance Sheet (except for personal property acquired and sold since the date of the Interim Balance Sheet in the Ordinary Course of Business Business), which subsequently purchased or acquired properties and consistent with past practice)assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter. All Except as set forth in Part 3.6 of the Disclosure Letter, all material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, and (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Company, and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Company lies wholly within the boundaries of the real property owned by the Company and does not encroach upon the property of, or otherwise conflict with the property rights of, any other Person. (b) The Company has no long term secured indebtedness as of the Closing Date and no assets, real or personal property, are subject to any Encumbrance except as listed in Part 3.6 of the Disclosure Letter.

Title to Properties; Encumbrances. (a) Part Schedule 3.6 of the Disclosure Letter Schedule contains a complete and accurate list of all personal property, real property, leaseholds, or other real property interests therein owned by the Company. Seller The Company has delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Seller or the Company and relating to such property or interests. The Company owns owns, leases or has the right to use (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all of the properties and assets (whether reallisted on Schedule 3.6, personal, located in the Facilities owned or mixed operated by the Company or reflected as owned in the books and whether tangible or intangible) that it purports to ownrecords of the Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and all the personal assets of the properties employees and vendor-owned assets purchased used to provide services to or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practiceBusiness). All material subsequently purchased or acquired properties and assets reflected were acquired in the Balance Sheet Ordinary Course of Business. All such personal properties and assets of the Interim Balance Sheet Company are free and clear of all Encumbrances and are notexcept for (a) assets held under capital leases disclosed, or not required to be disclosed, in Schedule 3.6 of the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assetsDisclosure Schedule, (ab) mortgages or security interests shown disclosed on the Balance Sheet or the Interim Balance Sheet Schedule 3.6 as securing specified liabilities or obligations, with respect to which no material default (or event that, with notice or lapse of time or both, would constitute a material default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, . All real properties reflected in the Balance Sheet and (d) with respect to real property, the Interim Balance Sheet are free and clear of all Encumbrances except for (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Company, and (ii) zoning laws and other land use restrictions that do not materially impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Company lies lie wholly within the boundaries of the real property owned by the Company and does do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person. (b) The Company . Seller has no long term secured indebtedness as actual or beneficial ownership interest in any of the Closing Date and no assets, foregoing real or personal property, are subject to any Encumbrance except as listed in Part 3.6 of the Disclosure Letter.

Title to Properties; Encumbrances. (a) Part 3.6 3.7 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other real property interests therein owned by the Company. Seller has delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Seller or the Company and relating to such property or interests. The Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that it purports they purport to own, located in the Facilities owned or operated by the Company or reflected as owned in the books and records of the Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 3.7 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business Business), which subsequently purchased or acquired properties and consistent with past practice)assets (other than inventory and short-term investments) are listed in Part 3.7 of the Disclosure Letter. All Except as set forth in Part 3.7 of the Disclosure Letter, all material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, and (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Company, and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Company lies wholly within the boundaries of the real property owned by the Company and does not encroach upon the property of, or otherwise conflict with the property rights of, any other Person. (b) The Company has no long term secured indebtedness as of the Closing Date and no assets, real or personal property, are subject to any Encumbrance except as listed in Part 3.6 of the Disclosure Letter.

Title to Properties; Encumbrances. (a) Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by the Company. Seller has delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Seller or the The Company and relating to such property or interests. The Company owns (with good the Subsidiaries have good, valid and marketable title in to all the case of real propertytangible properties and assets which they purport to own (real, subject only to the matters permitted by the following sentence) personal and mixed), and all the properties and assets (whether real, personal, purchased by the Company or mixed and whether tangible or intangible) that it purports to own, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold any Subsidiary since the date of the Balance Sheet and the Interim December Balance Sheet, as the case may be, in the Ordinary Course of Business), and all of the which subsequently acquired properties and assets purchased or otherwise acquired by the Company since the date (other than inventory) valued at over $100,000 are listed in Schedule 3.19(a) of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice)Disclosure Schedule. All material such properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances mortgages, title defects or objections, Liens, claims, charges, security interests or other encumbrances including, without limitation, leases, chattel mortgages, conditional sales contracts, collateral security arrangements and other title or interest retention arrangements, and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, reservations or limitations of any nature except, with respect to all such properties and assets, (ai) mortgages or security interests Liens shown on the Balance Sheet or the Interim December Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests obligations and liens incurred in connection with the purchase of property or assets and/or assets, if such purchase was effected after the date of the Interim December Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired)Sheet, with respect to which no default exists; (or event that, with notice or lapse of time or both, would constitute a defaultii) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, liens and easements, if any, none of which is are substantial in amount, materially detracts detract from the value or impairs impair the use of the property subject thereto, or impairs impair the operations of the Company, Company or the Subsidiaries and which have arisen only in the ordinary course of business and consistent with past practice since the date of the December Balance Sheet; and (iiiii) zoning laws liens for current taxes not yet due. The equipment of the Company and the Subsidiaries is in good operating condition and repair and is adequate for the uses to which it is being put. At the Closing, the assets and properties of the Company and the Subsidiaries will include all of the assets and properties necessary for or currently used in the conduct of the Business. (b) Schedule 3.19(b) of the Disclosure Schedule sets forth each interest in real property (including all land, buildings, easements and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Company lies wholly within the boundaries of the real property rights) owned by the Company and does not encroach upon the property ofSubsidiaries (the “Owned Property”). The Company or its Subsidiary enjoys peaceful and quiet possession of the Owned Property. To the Company’s Knowledge, or otherwise conflict with the property rights of, Owned Property is legally subdivided and consists of separate tax lots so that each is assessed separate and apart from any other Personreal property. There are no material Taxes, levies, fees or similar costs or charges which must be paid with respect to existing water or sewer hook-ups relating to the Owned Property, other than amounts payable to the providers of such utilities based on use and consumption thereof. (bc) To the Company’s Knowledge, none of the buildings, plant or structures on any Owned Property or leased property set forth in Schedule 3.20 of the Disclosure Schedule is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are, individually and in the aggregate, immaterial, and any repairs, maintenance and replacements required to be made by lessors of leased property. All utility systems serving such property are adequate for the business of the Company as currently conducted. There is no pending or, to the Company’s Knowledge, threatened condemnation, eminent domain or similar proceeding with respect to any such property. (d) Except as disclosed in Schedule 3.19(d) of the Disclosure Schedule, (i) each of the Accounts Receivable arose in the ordinary course of business of the Company and represents the genuine, valid and legally enforceable indebtedness of the account debtor (subject only to creditors’ rights), (ii) to the Knowledge of the Company, neither the Company nor any of the Subsidiaries have received written notice that a set-off (other than discounts for prompt payment shown on the invoice) has been asserted by any of the account debtors of such Accounts Receivable, except to the extent reflected in reserves set forth in the Latest Balance Sheet in accordance with GAAP, and (iii) to the Knowledge of the Company, neither the Company nor any of the Subsidiaries has received written notice that any of the account debtors of the Accounts Receivable is involved in a bankruptcy proceeding, except to the extent reflected in reserves set forth in the Latest Balance Sheet in accordance with GAAP. The reserves set forth in the Latest Balance Sheet were determined consistent with past practices and, to the Knowledge of the Company, are adequate. The Company has and the Subsidiaries have good and valid title to the Accounts Receivable free and clear of all Liens. Except as disclosed on Schedule 3.19(d) of the Disclosure Schedule, since the date of the listing of aged Accounts Receivable described below, to the Knowledge of the Company, no long term secured indebtedness goods or services having a fair market value or book value of $10,000 or more, the sale or provision of which gave rise to any Accounts Receivable, have been returned or rejected by any account debtor or lost or damaged prior to receipt thereby. Set forth on Schedule 3.19(d) of the Disclosure Schedule is a listing of aged Accounts Receivable as of a date no more than seven (7) days prior to the Closing Date date hereof. (e) Schedule 3.19(e) of the Disclosure Schedule lists the location of the entire inventory, equipment and no assetsother material tangible assets of the Company and the Subsidiaries. The Company and the Subsidiaries own their respective inventory free and clear of all Liens. None of such inventory is covered by any financing statements. Except as disclosed on Schedule 3.19(e) of the Disclosure Schedule, such inventory was created or acquired for sale in the ordinary course of business of the Company or its Subsidiaries and is in good and saleable condition and is not obsolete, slow moving or damaged, except to the extent reflected in reserves set forth in the Latest Balance Sheet in accordance with GAAP. Except as disclosed on Schedule 3.19(e) of the Disclosure Schedule, all of such inventory is located at the locations of the real or personal property, are property of the Company and the Subsidiaries and none of such inventory is subject to any Encumbrance except as listed in Part 3.6 of the Disclosure Letterconsignment, bailment, warehousing or similar arrangement.

Title to Properties; Encumbrances. (a) Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by the Company. Seller The Company has delivered or made available to Buyer Purchaser copies of the deeds and other instruments (as recorded) by which the Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Seller or the Company and relating to such property or interests. The Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that it purports to ownown located in the facilities owned or operated by the Company or reflected as owned in the books and records of the Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice). All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Company, and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Company lies lie wholly within the boundaries of the real property owned by the Company and does do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person. (b) The Company has no long term secured indebtedness as of the Closing Date and no assets, real or personal property, are subject to any Encumbrance except as listed in Part 3.6 of the Disclosure Letter.

Title to Properties; Encumbrances. (a) Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by the Company. Seller has delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Seller or the Company and relating to such property or interests. The Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that it purports they purport to ownown located in the facilities owned or operated by the Company or reflected as owned in the books and records of the Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice). All material properties and assets reflected in the Unaudited Balance Sheet Sheets and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Company, and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Company lies wholly within the boundaries of the real property owned by the Company and does not encroach upon the property of, or otherwise conflict with the property rights of, any other Person. (b) The Company has no long term secured indebtedness as of the Closing Date and no assets, real or personal property, are subject to any Encumbrance except as listed in Part 3.6 of the Disclosure Letter.

Title to Properties; Encumbrances. (a) Part Schedule 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by the CompanyFacilities. Seller has delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Seller or the Company and relating to such property or interests. The Company Each Group Member owns (with good good, marketable and marketable insurable title in fee simple in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that it purports to ownlocated in the Facilities (except as set forth in Schedule 3.6) and reflected as owned in the books and records of the Group Members, including all of the properties and assets reflected in the Interim Balance Sheet Sheet, except for properties and assets (i) purchased or otherwise acquired by the Group Members since the date of the Interim Balance Sheet and (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property ii) sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice). All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are will be free and clear of all Encumbrances as of the Closing and are not, in the case of real propertythe Facilities, subject to any rights of way, building use restrictions, exceptions, easements, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, except (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) , exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) , exists, (c) liens for current taxes not yet due, and (d) with respect to real propertythe Facilities, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject theretoFacilities, or impairs the operations of the CompanyGroup Members, and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants(e) as set forth in the existing title insurance policies as updated by Abstractor's Certificates or Continuations of Title (as applicable) or commitments and ALTA or boundary surveys, in each case delivered by Sellers to Buyer immediately prior to the Closing, and structures owned (f) as set forth in the existing title insurance policies as updated by Abstractor's Certificates or Continuations of Title (as applicable) or commitments and ALTA or boundary surveys, in each case delivered by Sellers to Buyer after the Company lies wholly within Closing, unless any document so delivered discloses an Encumbrance that would have a Material Adverse Change. To Sellers’ Knowledge, there have been no violations of any restrictive covenants filed of record with respect to the boundaries Group’s Wyoming Facility, except any such violations that would not have a Material Adverse Change. Neither the whole nor any portion of any of the real property owned by the Company and does not encroach upon the property ofFacilities has been condemned, requisitioned or otherwise conflict with taken by any public authority since January 1, 2006, and no notice of any such condemnation, requisition or taking has been received by any Group Member. To Sellers’ Knowledge, the property rights of, any other Person. (b) The Company has no long term secured indebtedness as current use and operation of the Closing Date Facilities is in compliance in all material requests with all applicable laws (other than Environmental Laws which are separately addressed in Section 3.17), including without limitation laws relating to parking, zoning and no assetsland use, real or personal propertyand public and private covenants and restrictions. The Group Members have not received written notice of non-compliance with any applicable laws that has not been cured, are subject except to the extent any Encumbrance except as listed in Part 3.6 of the Disclosure Lettersuch non-compliance would not have an Material Adverse Change.

Title to Properties; Encumbrances. (a) Part SCHEDULE 3.6 of the Disclosure Letter --------------------------------- ------------ Schedule contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by the Company. Seller has Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Seller Sellers or the Company and relating to such property or interests. The Company owns (with good and marketable title in the case of real property, subject only to the matters Encumbrances permitted by the following sentencethis Section) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that it purports they purport to ownown located in the facilities owned or operated by Company or reflected as owned in the books and records of Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet Closing Date Financial Statements (except for assets held under capitalized leases disclosed or not required to be disclosed in Part SCHEDULE 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practiceSchedule). ------------ All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet Closing Date Financial Statements are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages : A. Mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet Closing Date Financial Statements as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens ; B. Liens for current taxes not yet due, and (d) with ; and C. With respect to real property, : (i) minor Minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Company, and ; and (ii) zoning Zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Company lies lie wholly within the boundaries of the real property owned by the Company and does do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person. (b) The Company has no long term secured indebtedness as of the Closing Date and no assets, real or personal property, are subject to any Encumbrance except as listed in Part 3.6 of the Disclosure Letter.

Title to Properties; Encumbrances. (a) Part 3.6 of CMCC does not own and has never, since the Disclosure Letter contains a complete and accurate list of all real propertyShare Acquisition Date, leaseholds, or other interests therein owned by the Company. Seller has delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Company acquired such any real property and interestsother than the Fukui Facility. Since the Share Acquisition Date, CMCC has maintained its real property in compliance with all applicable Legal Requirements, including without limitation, the Factory Location Act (Act Xx. 00 xx 0000, xx xxxxxxx) xx Xxxxx, the Building Standards Act (Act No. 201 of 1950, as amended) of Japan, and copies of all title insurance policiesthe Fire Defense Act (Act Xx. 000 xx 0000, opinions, abstracts, and surveys in the possession of Seller or the Company and relating to such property or interestsxx xxxxxxx) xx Xxxxx. The Company CMCC owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that it purports to own, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and all of the properties and assets purchased or otherwise acquired by the Company CMCC since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice). All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, : (a1) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b2) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, and (c3) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Company, and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Company lies wholly within the boundaries of the real property owned by the Company and does not encroach upon the property of, or otherwise conflict with the property rights of, any other Person. (b) The Company has no long term secured indebtedness as of the Closing Date and no assets, real or personal property, are subject to any Encumbrance except as listed in Part 3.6 of the Disclosure Letter.

Title to Properties; Encumbrances. (a) Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned used by the Company. Seller has Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) leases by which the Company acquired leases such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Seller Sellers or the Company and relating to such property or interests. The Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that it purports they purport to ownown located in the facilities operated by the Company or reflected as owned in the books and records of the Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice). All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, except (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, and (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Company, and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Company lies wholly within the boundaries of the real property owned by the Company and does not encroach upon the property of, or otherwise conflict with the property rights of, any other Person. (b) The Company has no long term secured indebtedness as of the Closing Date and no assets, real or personal property, are subject to any Encumbrance except as listed in Part 3.6 of the Disclosure Letter.

Title to Properties; Encumbrances. (a) Neither the Company nor any Subsidiary owns any real property. Part 3.6 of the Shareholder Disclosure Letter Schedule contains a complete and accurate list of all real property, leaseholds, leaseholds or other interests therein in real property owned by the CompanyCompany or any Subsidiary. Seller has delivered or made available to Buyer copies Each of the deeds and other instruments (as recorded) by which the Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Seller or the Company and relating to such property or interests. The Company its Subsidiaries owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that it purports to own, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Shareholder Disclosure Letter Schedule upon Request, and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and all of the properties and assets purchased or otherwise acquired by the Company and its Subsidiaries since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice). All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, ; and (d) with respect liens and encumbrances of record required to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Company, and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Company lies wholly within the boundaries of the real property owned by the Company and does not encroach upon the property of, or otherwise conflict with the property rights of, any other Person. (b) The Company has no long term secured indebtedness as of the Closing Date and no assets, real or personal property, are subject to any Encumbrance except as listed be disclosed in Part 3.6 of the Shareholder Disclosure LetterSchedule.

Title to Properties; Encumbrances. (a) SPL does not own any fee interest in any real property. Part 3.6 2.7 of the Disclosure Letter Schedule contains a complete and accurate list of all real property, leaseholds, including leaseholds or other interests therein owned therein, held by the Companyor utilized by SPL. Seller has Sellers have delivered or made available to Buyer PRG copies of the deeds leases and other instruments (as whether or not recorded) by which the Company SPL acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Seller or the Company and relating to such property or interests. The Company SPL owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, personal or mixed and whether tangible or intangible) that it purports to ownown located in the facilities owned or operated by it or reflected as owned in the books and records of SPL, including all of the properties and assets reflected in the audited consolidated balance sheet of SPL as of February 28, 1998 (including the notes thereto, the "February 28 Balance Sheet and the Interim Balance Sheet Sheet") (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 2.7 of the Disclosure Letter Schedule and personal property sold since the date of the Balance Sheet and the Interim February 28 Balance Sheet, as the case may be, in the Ordinary Course ordinary course of Businessbusiness), and all of the properties and assets purchased or otherwise acquired by the Company SPL since the date of the February 28 Balance Sheet (except for personal property acquired and sold since the date of the February 28 Balance Sheet in the Ordinary Course ordinary course of Business business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 2.7 of the Disclosure Schedule. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, reservations or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim February 28 Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim February 28 Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time time, or both, would constitute a default) exists, (c) liens for current taxes not yet due, due and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Company, SPL and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, plants and structures owned utilized by the Company lies SPL lie wholly within the boundaries of the real property owned utilized by the Company SPL and does do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person. (b) The Company has no long term secured indebtedness as of the Closing Date and no assets, real or personal property, are subject to any Encumbrance except as listed in Part 3.6 of the Disclosure Letter.

Title to Properties; Encumbrances. (a) Part 3.6 6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, property leaseholds or other real property interests therein owned leased by the CompanyCompany (the “Leases”). Seller has delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the The Company acquired such does not own any real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Seller or the Company and relating to such property or interestsproperty. The Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, personal or mixed and whether tangible or intangible) that it purports to ownown located in the facilities operated by the Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, and (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Company, and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Company lies wholly within the boundaries of the real property owned by the Company and does not encroach upon the property of, or otherwise conflict with the property rights of, any other Person. (b) The Company has no long term secured indebtedness as of the Closing Date and no assets, real or personal property, are subject to any Encumbrance except as listed in Part 3.6 of the Disclosure Letter.

Title to Properties; Encumbrances. (a) Part 3.6 of the Disclosure Letter contains a complete and accurate list of all The Company does not own, nor has it ever owned, any real property, leaseholds, property or other interests therein owned by the Company. Seller has delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Seller or the Company and relating to such property or intereststherein. The Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the its properties and assets (whether real, personal, or mixed and whether tangible or intangible, except for Intellectual Property Assets which are covered in Section 6.22 hereof) that it purports to ownown located in the facilities owned or operated by the Company or reflected as owned in the books and records of the Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, Sheet in the Ordinary Course of Business), and all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet and the Interim Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet and the Interim Balance Sheet in the Ordinary Course of Business and consistent with past practice)) . All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, exists and (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Company, and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Company lies wholly within the boundaries of the real property owned by the Company and does not encroach upon the property of, or otherwise conflict with the property rights of, any other Person. (b) The Company has no long term secured indebtedness as of the Closing Date and no assets, real or personal property, are subject to any Encumbrance except as listed in Part 3.6 of the Disclosure Letter.

Title to Properties; Encumbrances. (a) Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by the Company. Seller The Company does not own and never has delivered or made available to Buyer copies of the deeds and other instruments owned any real property. (as recordedb) by which the Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Seller or the Company and relating to such property or interests. The Company owns (with good and marketable has valid title in the case to all of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that it purports they purport to ownown as reflected as owned in the books and records of the Company, including all of the properties and assets reflected in on the Balance Sheet and the Interim Balance Sheet Sheet. (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice). c) All material properties and assets owned or used by the Company are reflected in on the Balance Sheet books and records of the Interim Balance Sheet Company and are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes Taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Company, and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Company lies wholly within the boundaries of the real property owned by the Company and does not encroach upon the property of, or otherwise conflict with the property rights of, any other Person. (b) The Company has no long term secured indebtedness as of the Closing Date and no assets, real or personal property, are subject to any Encumbrance except as listed in Part 3.6 of the Disclosure Letter.

Title to Properties; Encumbrances. (aPart 3.1(f) Part 3.6 of the Disclosure Letter Schedule contains a complete and accurate list of all real property, real property and other leaseholds, or other interests therein owned by the Company, including the Real Estate. Seller has The Sellers have delivered or made available to the Buyer copies of the deeds and other instruments (as recorded) by which the Company or the Real Estate Sellers acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Seller the Sellers or the Company and relating to such property or interests. The Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that it purports they purport to own, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 3.1(f) of the Disclosure Letter Schedule and personal property including inventory sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), ) and all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.1(f) of the Disclosure Schedule. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature nature, except, with respect to all such properties and assets, (aA) mortgages the security interest securing the specific liability or security interests shown on obligation disclosed in Part 3.1(f) of the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligationsDisclosure Schedule, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, and (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (cB) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Company, and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Company lies wholly within the boundaries of the real property owned by the Company and does not encroach upon the property of, or otherwise conflict with the property rights of, any other Person. (b) The Company has no long term secured indebtedness as of the Closing Date and no assets, real or personal property, are subject to any Encumbrance except as listed in Part 3.6 of the Disclosure Letter.

Title to Properties; Encumbrances. (a) Part InnoRx owns no real property. Section 3.6 of the InnoRx Disclosure Letter contains Schedule sets forth a complete and accurate list of all real propertymachinery, leaseholdsequipment, tools, dies, furniture, fixtures, spare parts, vehicles, computers, product prototypes, devices, inventory, drug samples, supplies and other similar personal property owned or other interests therein owned leased by InnoRx and indicates the Companylocation of each item so listed. Seller has delivered or made available to Buyer copies Section 3.6 of the deeds and other instruments (as recorded) InnoRx Disclosure Schedule also indicates which, if any, property is leased by which the Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Seller or the Company and relating to such property or interestsInnoRx. The Company InnoRx owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, personal or mixed with real property and whether tangible or intangible) that it purports to ownreflected as owned in the books and records of InnoRx, including all of the properties and assets reflected in Section 3.6 of the InnoRx Disclosure Schedule or in the Balance Sheet and the Interim Balance Sheet (except for but excluding assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice(as defined below). All material properties and assets reflected in the Balance Sheet books and records of InnoRx, Section 3.6 of the InnoRx Disclosure Schedule and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests securing specified liabilities or obligations shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligationsSheet, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) immaterial or technical Encumbrances that would not, either individually or in the aggregate, have an InnoRx Material Adverse Effect. As used herein, an action taken by a Person will be deemed to have been taken in the “Ordinary Course of Business” only if (a) such action is consistent with respect to real property, (i) minor imperfections the past practices of title, if any, none of which such Person and is substantial taken in amount, materially detracts from the value or impairs the use ordinary course of the property subject thereto, or impairs the normal day-to-day operations of the Company, such Person; and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Company lies wholly within the boundaries of the real property owned by the Company and does not encroach upon the property of, or otherwise conflict with the property rights of, any other Person. (b) The Company has no long term secured indebtedness as such action is not required to be specifically authorized by the board of the Closing Date and no assets, real directors of such Person (or personal property, are subject to by any Encumbrance except as listed in Part 3.6 Person or group of the Disclosure LetterPersons exercising similar authority).

Title to Properties; Encumbrances. (a) Part 3.6 of the Disclosure Letter The Company does not own any real property. Schedule 3.7 contains a complete and accurate list ------------ of all real property, leaseholds, Leased Real Property or other interests therein owned or leased by the Company. Seller has delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Seller or the Company and relating to such property or interests. The Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that it the Company purports to ownown or reflected as owned in the books and records of the Company, including all of the properties and assets reflected in the Year-End Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter Schedule 3.7 and personal property sold since the date of the Year-End ------------ Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of BusinessBusiness and consistent with past practice), and all of the properties and assets purchased or otherwise acquired by the Company since the date of the Year-End Balance Sheet (except for personal property acquired and sold since the date of the Year-End Balance Sheet in the Ordinary Course of Business and consistent with past practice). All material properties and assets reflected in the Year-End Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real propertythe Leased Real Property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests Security Interests shown on the Year-End Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests Security Interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests Security Interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, and (c) liens for current taxes Taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Company, and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Company lies wholly within the boundaries of the real property owned by the Company and does not encroach upon the property of, or otherwise conflict with the property rights of, any other Person. (b) The Company has no long term secured indebtedness as of the Closing Date and no assets, real or personal property, are subject to any Encumbrance except as listed in Part 3.6 of the Disclosure Letter.

Title to Properties; Encumbrances. (a) Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real propertyReal Property, leaseholds, or other interests therein owned by the Company. Seller has delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Seller or the Company and relating to such property or interestsAcquired Companies. The Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) Acquired Companies own all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that it purports they purport to ownown located in the Facilities currently owned or operated by the Acquired Companies or reflected as owned in the Books and Records, including all of the properties and assets reflected in the Balance Sheet Financial Statements and the Interim Balance Sheet Financial Statements (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet Financial Statements and the Interim Balance SheetFinancial Statements, as the case may be, in the Ordinary Course of Business), and all of the properties and assets purchased or otherwise acquired by the Company Acquired Companies since the date of the Balance Sheet Financial Statements (except for personal property acquired and sold since the date of the Balance Sheet Financial Statements in the Ordinary Course of Business and consistent with past practice)) which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter. All material properties and assets reflected in the Balance Sheet Financial Statements and the Interim Balance Sheet Financial Statements are free and clear of all Encumbrances and are notEncumbrances, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, except (a) mortgages or security interests shown reflected on the Balance Sheet Financial Statements or the Interim Balance Sheet as securing specified liabilities or obligationsFinancial Statements, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet Financial Statements (such mortgages and security interests being limited to the property or assets so acquired)) all of which are disclosed in Part 3.6 of the Disclosure Letter, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, exists and (c) liens for current taxes not yet due. At the Closing, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Company, and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Company lies wholly within the boundaries of the real property owned by the Company and does not encroach upon the property ofshall, or otherwise conflict with the property rights of, any other Person. (b) The Company has no long term secured indebtedness as of the Closing Date and no assets, real or personal property, are subject to any Encumbrance except as listed shown in Part 3.6 of the Disclosure Letter, hold good and marketable fee title to the owned Real Property and good and marketable leasehold title to the leased Real Property, free and clear of all Encumbrances other than the Permitted Exceptions. No person other than Seller owns any Real Property, other than the leased Real Property, and no person other than Buyer has any right or option (including, without limitation, a right of first refusal) to purchase or lease all or any portion of the Real Property.

Title to Properties; Encumbrances. (a) The Company does not own any real property. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, leasehold or other interests therein owned by of the CompanyCompany in real property. Seller has delivered or made available to Buyer copies of the deeds and other instruments (as whether or not recorded) by which the Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Seller or the Company and relating to such property interests, except for the lease dated February of 1989 between Txxxxx Xxxxxxx Xxxxxxx, father of Seller, and the Company which is to be terminated immediately prior to the Closing, without liability or interestsobligation of the Company. The Company owns (with good and marketable title in the case to all of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, personal or mixed and whether tangible or intangible) that it purports to own, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice). All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, except for (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to interests in real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Company, and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, thereto and structures owned (e) liens securing certain leased equipment used by the Company lies wholly within the boundaries of the real property owned by the Company and does not encroach upon the property of, or otherwise conflict with the property rights of, any other PersonCompany. (b) The Company has no long term secured indebtedness as of the Closing Date and no assets, real or personal property, are subject to any Encumbrance except as listed in Part 3.6 of the Disclosure Letter.

Title to Properties; Encumbrances. (a) RTI owns no real property. Part 3.6 3.7 of the Disclosure Letter Schedule contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by the CompanyRTI. Seller has delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Seller or the Company and relating to such property or interests. The Company RTI owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentencetitle) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that it purports to ownown located in the facilities owned or operated by RTI or reflected as owned in the books and records of RTI, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 3.7 of the Disclosure Letter Schedule and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and all of the properties and assets purchased or otherwise acquired by the Company RTI since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practiceBusiness). All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, other than (a) mortgages or security interests shown on the Balance Sheet or set forth on Part 3.7 of the Interim Balance Sheet Disclosure Schedule as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, and (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Company, and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Company lies wholly within the boundaries of the real property owned by the Company and does not encroach upon the property of, or otherwise conflict with the property rights of, any other Person. (b) The Company has no long term secured indebtedness as of the Closing Date and no assets, real or personal property, are subject to any Encumbrance except as listed in Part 3.6 of the Disclosure Letter.

Title to Properties; Encumbrances. (a) The Acquired Companies own no real property. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, leaseholds or other interests therein in real property owned by the any Acquired Company. Seller has delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Seller or the Company and relating to such property or interests. The Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) Acquired Companies own all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that it purports they purport to ownown located in the Facilities or reflected as owned in the books and records of the Acquired Companies, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and all of the properties and assets purchased or otherwise acquired by the Company Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice). All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, and (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Company, and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Company lies wholly within the boundaries of the real property owned by the Company and does not encroach upon the property of, or otherwise conflict with the property rights of, any other Person. (b) The Company has no long term secured indebtedness as of the Closing Date and no assets, real or personal property, are subject to any Encumbrance except as listed in Part 3.6 of the Disclosure Letter.

Title to Properties; Encumbrances. (a) Part 3.6 of the Disclosure Letter contains a A complete and accurate list of all real property, leaseholds, or other interests therein other than as a mortgagee or secured party owned by the Company. Seller Bancshares and Citizens has delivered or been made available to Buyer Century. Bancshares and Citizens have made available to Century copies of the deeds and other instruments (as recorded) by which the Company Bancshares and Citizens acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Seller or the Company Bancshares and Citizens and relating to such property or interests. The Company owns Bancshares and Citizens, respectively, own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that it purports they purport to ownown located in the facilities owned or operated by Bancshares or Citizens or reflected as owned in the books and records of Bancshares, including all of the properties and assets reflected in the Balance Sheet and the Interim Bancshares Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Bancshares Balance Sheet, as the case may be, in the Ordinary Course ordinary course of Businessbusiness), and all of the properties and assets purchased or otherwise acquired by the Company Bancshares and Citizens since the date of Bancshares Balance Sheet. Each property and asset reflected on the Bancshares Balance Sheet (except for personal property acquired and sold since the date having a fair market value of the Balance Sheet in the Ordinary Course of Business and consistent with past practice). All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are at least $100,000 is free and clear of all Encumbrances encumbrances and are is not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Bancshares Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the CompanyBancshares or Citizens, (ii) rights of way, easements, building use restrictions, exceptions, variances, reservations and limitations that are a matter of public record; and (iiiii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures buildings owned by the Company lies Bancshares and Citizens lie wholly within the boundaries of the real property owned by the Company Bancshares and does do not encroach upon the property of, or otherwise conflict with the property rights of, any other Personthird party. (b) The Company has no long term secured indebtedness as of the Closing Date and no assets, real or personal property, are subject to any Encumbrance except as listed in Part 3.6 of the Disclosure Letter.

Title to Properties; Encumbrances. (a) Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, leaseholds or other interests therein owned by the Company. Seller has Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Seller Sellers or the Company and relating to such property or interests. The Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that it purports they purport to ownown located in the facilities owned or operated by the Company or reflected as owned in the books and records of the Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Interim Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and all of the properties and assets purchased or otherwise acquired by the Company since the date of the Interim Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice). All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, except (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, and (c) liens for current taxes not yet due. The Company does not currently own, and (d) with respect to has never owned, any real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Company, and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Company lies wholly within the boundaries of the real property owned by the Company and does not encroach upon the property of, or otherwise conflict with the property rights of, any other Person. (b) The Company has no long term secured indebtedness as of the Closing Date and no assets, real or personal property, are subject to any Encumbrance except as listed in Part 3.6 of the Disclosure Letter.

Title to Properties; Encumbrances. (a) The Company does not own any real property. Part 3.6 of the Disclosure Letter Schedule contains a complete and accurate list of all real property, leaseholds, leaseholds or other interests therein in real property owned by the Company. Seller has delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Seller or the Company and relating to such property or interests. The Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that it purports to own, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter Schedule and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of BusinessBusiness and consistent with past practice), and all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice). All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, and (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Company, and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Company lies wholly within the boundaries of the real property owned by the Company and does not encroach upon the property of, or otherwise conflict with the property rights of, any other Person. (b) The Company has no long term secured indebtedness as of the Closing Date and no assets, real or personal property, are subject to any Encumbrance except as listed in Part 3.6 of the Disclosure Letter.

Title to Properties; Encumbrances. (a) Part 3.6 The Company does not own any real property. Schedule 3.6(a) of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, leaseholds or other interests therein in real property owned by the Company. . (b) At or prior to the Closing, Seller has delivered or made available shall provide to Buyer copies a complete and accurate written list of the deeds and other instruments (as recorded) by which the Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Seller or the Company and relating to such property or interests. The Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the Company's material tangible properties and assets (whether realthe "FIXED ASSET LIST"). Except as set forth on Schedule 3.6(b) of the Disclosure Letter, personal, or mixed and whether tangible or intangiblethe Company owns (i) that it purports to own, including all of the tangible properties and assets reflected in on the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed Fixed Asset List other than tangible property sold, disposed of or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold consumed since the date of the Balance Sheet and the Interim Balance Sheet, as the case may beFixed Asset List, in the Ordinary Course ordinary course of Businessbusiness, consistent with past practice), and (ii) all of the tangible properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet Fixed Asset List (except for personal tangible property acquired and sold sold, disposed of or consumed since the date of the Balance Sheet Fixed Asset List in the Ordinary Course ordinary course of Business and business, consistent with past practice), which subsequently purchased or acquired tangible properties and assets (other than inventory, supplies, disposables, consumables and other properties and assets purchased or otherwise acquired in the ordinary course of business) are listed in Schedule 3.6(b) of the Disclosure Letter. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet Fixed Asset List or in Schedule 3.6(b) are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature exceptother than, with respect to all such properties and assets, (aA) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (bB) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (cC) statutory liens for current taxes or assessments not yet due, and (d) with respect to real propertydue or payable, (iD) minor imperfections Encumbrances in favor of titlelessors of capital equipment, if any(E) mechanic's liens or other Encumbrances arising in the ordinary course of business which are immaterial to the value, none of which is substantial in amount, materially detracts from the value financial condition or impairs the use of the property subject thereto, or impairs the operations of the Company, and (iiF) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Company lies wholly within the boundaries of the real property owned by the Company and does not encroach upon the property of, or otherwise conflict with the property rights of, any other Person. (bEncumbrances identified on Schedule 3.6(b) The Company has no long term secured indebtedness as of the Closing Date and no assets, real or personal property, are subject to any Encumbrance except as listed in Part 3.6 of the Disclosure Letter.

Title to Properties; Encumbrances. (a) Part 3.6 of the Disclosure --------------------------------- Letter contains a complete and accurate list of all real property, leaseholds, or other real property interests therein owned by the Company. Seller has delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Seller or the Company and relating to such property or interests. The Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that it purports they purport to own, located in the Facilities owned or operated by the Company or reflected as owned in the books and records of the Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and all of the properties and assets purchased or otherwise acquired by the Company since the date of the Interim Balance Sheet (except for personal property acquired and sold since the date of the Interim Balance Sheet in the Ordinary Course of Business Business), which subsequently purchased or acquired properties and consistent with past practice)assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter. All Except as set forth in Part 3.6 of the Disclosure Letter, all material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real propertymechanic's, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Companymaterialmen's and similar liens, and (iie) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Company lies wholly within the boundaries of the real property owned by the Company and does not encroach upon the property of, or otherwise conflict with the property rights of, any other Personpurchase money liens. (b) The Company has no long term secured indebtedness as of the Closing Date and no assets, real or personal property, are subject to any Encumbrance except as listed in Part 3.6 of the Disclosure Letter.

Title to Properties; Encumbrances. (a) Part 3.6 The Company does not own any real property. Schedule 3.6(a) of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, leaseholds or other interests therein in real property owned by the Company. Seller has delivered . (b) At or made available prior to the Closing, Sellers shall provide to Buyer copies a complete and accurate written list of the deeds and other instruments Company’s material Fixed Assets (the “Fixed Asset List”). Except as recordedset forth on Schedule 3.6(b) by which of the Company acquired such real property and interestsDisclosure Letter, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Seller or the Company and relating to such property or interests. The Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentencei) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that it purports to own, including all of the properties and assets Fixed Assets reflected in on the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed Fixed Asset List other than tangible property sold, disposed of or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold consumed since the date of the Balance Sheet and the Interim Balance Sheet, as the case may beFixed Asset List, in the Ordinary Course ordinary course of Business)business, consistent with past practice, and (ii) all of the properties and assets Fixed Assets purchased or otherwise acquired by the Company since the date of the Balance Sheet Fixed Asset List (except for personal tangible property acquired and sold sold, disposed of or consumed since the date of the Balance Sheet Fixed Asset List in the Ordinary Course ordinary course of Business and business, consistent with past practice), which subsequently purchased or acquired Fixed Assets (other than inventory, supplies, disposables, consumables and other properties and assets purchased or otherwise acquired in the ordinary course of business) are listed in Schedule 3.6(b) of the Disclosure Letter. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet Fixed Asset List or in Schedule 3.6(b) are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature exceptother than, with respect to all such properties and assets, (aA) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (bB) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (cC) statutory liens for current taxes or assessments not yet due, and (d) with respect to real propertydue or payable, (iD) minor imperfections Encumbrances in favor of titlelessors of equipment, if any(E) mechanic’s liens or other Encumbrances arising in the ordinary course of business which are immaterial to the value, none of which is substantial in amount, materially detracts from the value financial condition or impairs the use of the property subject thereto, or impairs the operations of the Company, and (iiF) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Company lies wholly within the boundaries of the real property owned by the Company and does not encroach upon the property of, or otherwise conflict with the property rights of, any other Person. (bEncumbrances identified on Schedule 3.6(b) The Company has no long term secured indebtedness as of the Closing Date and no assets, real or personal property, are subject to any Encumbrance except as listed in Part 3.6 of the Disclosure Letter.

Title to Properties; Encumbrances. (a) Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by the Company. Seller has delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Company acquired such owns no real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Seller or the Company and relating to such property or interestshas never owned real property. The Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that it purports to ownown located in the facilities operated by the Company or reflected as owned in the books and records of the Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice). All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are notEncumbrances, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ai) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (cii) liens for current taxes not yet due, and (diii) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Company, and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Company lies wholly within the boundaries of the real property owned by the Company and does not encroach upon the property of, or otherwise conflict with the property rights of, any other Person. (b) The Company has no long term secured indebtedness as of the Closing Date and no assets, real or personal property, are subject to any Encumbrance except as listed for those Encumbrances disclosed in Part 3.6 of the Disclosure Letter.

Title to Properties; Encumbrances. (a) Part 3.6 of the Disclosure Letter contains a complete and accurate list of Exhibit 5.9 describes all interests in real property, leaseholds, property owned or other interests therein owned leased by the Company. Seller has delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Seller or the Company and relating to such property or interests. The Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the material properties and assets that they purport to own (whether real, personalpersonal and mixed, or mixed tangible and whether tangible or intangible) that it purports to own), including including, without limitation, all of the material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course ordinary course of Businessbusiness or leased under capitalized leases), and all of the material properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice)Sheet. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all material Encumbrances and are not, in the case of real property, subject to any material rights of way, building use restrictions, exceptions, variances, reservations, reservations or limitations of any nature whatsoever except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event thatwhich, with notice or lapse of time or both, would constitute a default) exists, and all of which are listed in the Exhibit 5.9, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event thatwhich, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect as to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Company, Company and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by (d) liens for current taxes not yet due. The properties and assets of the Company lies wholly within include all rights, properties, and other assets necessary to permit the boundaries Seller (and Buyer after the Closing) to conduct the Company's business in all material respects in the same manner as it is conducted on the date of the real property owned by the Company and does not encroach upon the property of, or otherwise conflict with the property rights of, any other Personthis Agreement. (b) The Company has no long term secured indebtedness as of the Closing Date and no assets, real or personal property, are subject to any Encumbrance except as listed in Part 3.6 of the Disclosure Letter.