Common use of Title to Properties; Encumbrances Clause in Contracts

Title to Properties; Encumbrances. The Company has good, valid and marketable title to all the tangible properties and assets that it or any of its Subsidiaries purports to own (real, personal and mixed), including, without limitation, all the properties and assets reflected in the December Balance Sheet as being owned by the Company or any of its Subsidiaries, and all the material properties and assets purchased by the Company or any of its Subsidiaries since the date of the December Balance Sheet, which properties and assets (other than inventory) individually or in the aggregate are not in excess of $50,000. All such properties and assets are free and clear of all 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 or limitations, except, with respect to all such material properties and assets, (a) Liens shown on the December Balance Sheet as securing specified liabilities or obligations and liens incurred in connection with the purchase of property and/or assets, if such purchase was effected after the date of the December Balance Sheet, with respect to which no default exists; (b) imperfections of title, if any, none of which are substantial in amount, materially detract from the value or impair the use of the property subject thereto, or impair the operations of the Company 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 (c) Liens for current taxes not yet due.

Title to Properties; Encumbrances. The Each of the Company and the Company Subsidiaries has good, good and valid and marketable title to all the tangible properties and assets that which it or any of its Subsidiaries purports to own (real, personal and mixed), including, without limitation, all the properties tangible and assets intangible) and which are reflected in the December Balance Sheet as being owned by the Company or any of its SubsidiariesSheet, and all the material properties and assets purchased by the Company or any of its and the Company Subsidiaries since the date of the December Balance SheetIPO Date, which properties and assets (other than inventory) individually or in the aggregate are not in excess of $50,000. All such properties and assets are each case free and clear of all mortgages, title defects or objections, Liensliens, claims, charges, security interests or other encumbrances of any nature whatsoever 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 or limitations, except, with respect to all such material properties and assets, : (a) Liens liens shown on the December Balance Sheet as securing specified liabilities or obligations and liens incurred in connection with the purchase of property and/or assets, if such purchase was effected after the date of the December Balance Sheetobligations, with respect to which no default exists; (b) minor imperfections of title, if any, none of which are substantial in amount, materially detract from the value or impair the use of the property subject thereto, or impair the operations of the Company or any Company Subsidiary and which have arisen only in the ordinary course of business and consistent with past practice since the date of the December Balance SheetIPO Date; and (c) Liens liens for current taxes Taxes not yet due. The rights, properties and other assets presently owned, leased or licensed by the Company and the Company Subsidiaries and described elsewhere in this Agreement include all rights, properties and other assets necessary to permit the Company and the Company Subsidiaries to conduct their businesses in all material respects in the same manner as their businesses have been conducted prior to the date hereof.

Title to Properties; Encumbrances. The Each of the Company and each of its Subsidiaries has good, valid and marketable title to all the tangible material properties and assets that which it or any of its Subsidiaries purports to own (real, personal and mixed), including, without limitation, all the properties tangible and assets intangible) and which are reflected in the December Balance Sheet as being owned by the Company or any of its SubsidiariesSheet, and all the material properties and assets purchased by the Company or any of and its Subsidiaries since the date of the December Balance Sheet, which properties and assets (other than inventory) individually or in the aggregate are not in excess of $50,000. All such properties and assets are each case free and clear of all mortgages, title defects or objections, Liensliens, claims, charges, security interests or other encumbrances of any nature whatsoever 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 or limitations, except, with respect to all such material properties and assets, : (a) Liens liens shown on the December Balance Sheet as securing specified liabilities or obligations and liens incurred in connection with the purchase of property and/or assets, if such purchase was effected after the date of the December Balance Sheetobligations, with respect to which no default exists; (b) minor imperfections of title, if any, none of which are substantial in amount, materially detract from the value or impair the use of the property subject thereto, or impair the operations of the Company or any of its 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 (c) Liens liens for current taxes Taxes not yet due. The rights, properties and other assets presently owned, leased or licensed by the Company and its Subsidiaries and described elsewhere in this Agreement include all rights, properties and other assets necessary to permit the Company and its Subsidiaries to conduct their businesses in all material respects in the same manner as their businesses have been conducted prior to the date hereof.

Title to Properties; Encumbrances. The Company has good, valid and marketable title to all the tangible properties and assets that which it or any of its Subsidiaries purports to own (real, personal and mixed, tangible and intangible), including, without limitation, all the properties and assets reflected in the December Company Balance Sheet as being owned by (except for personal property having an aggregate book value not in excess of $1,000 sold since the date of the Company or any Balance Sheet in the ordinary course of its Subsidiariesbusiness and consistent with past practice), and all the material properties and assets purchased by the Company or any of its Subsidiaries since the date of the December Company Balance Sheet, which subsequently acquired properties and assets (other than inventory) individually or in the having an aggregate are not book value in excess of $50,0001,000 are listed in Schedule 3.14. All properties and assets reflected in the Company Balance Sheet have a fair market or realizable value at least equal to the value thereof as reflected therein, and, except as disclosed in Schedule 3.14, all such properties and assets are free and clear of all mortgages, title defects or objections, Liens, claims, charges, security interests Liens or other encumbrances of any nature whatsoever including, without limitation, 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 or limitations, limitations of any nature whatsoever except, with respect to all such material properties and assets, (a) Liens shown on the December Company Balance Sheet as securing specified liabilities or obligations and liens Liens incurred in connection with the purchase of property and/or assets, if such purchase was effected after the date of the December Company Balance Sheet, with respect to which no default exists; (b) minor imperfections of title, if any, none of which are substantial in amount, materially detract from the value or impair the use of the property subject thereto, or impair the operations of otherwise have a Material Adverse Effect on the Company 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 (c) Liens for current taxes not yet due.

Title to Properties; Encumbrances. of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, drilling rigs and related equipment, vehicles and other tangible property or equipment owned by the Company which individually has a value in excess of $5,000. The Company has good, valid owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the tangible properties and assets (whether real, personal, or mixed and whether tangible or intangible) that it or any of its Subsidiaries purports to own (realor which are reflected as owned in the books and records of the Company, personal and mixed), including, without limitation, including all of the properties and assets reflected in the December Balance Sheet as being owned by and the Company Interim Balance Sheet (except for assets held under capitalized leases disclosed or any not required to be disclosed in Part 3.6 of its Subsidiaries, the Disclosure Letter and all the material properties and assets purchased by the Company or any of its Subsidiaries personal property sold since the date of the December Balance Sheet and the Interim Balance Sheet, which 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 (other than inventory) individually or except for personal property acquired and sold since the date of the Balance Sheet in the aggregate are not in excess Ordinary Course of $50,000Business and consistent with past practice). All such material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all 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, 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, limitations of any nature except, with respect to all such material properties and assets, (a) Liens shown on the December Balance Sheet as securing specified liabilities or obligations and liens incurred in connection with the purchase of property and/or assetsfor current taxes not yet due, if such purchase was effected after the date of the December Balance Sheet, with respect to which no default exists; (b) minor imperfections of title, if any, none of which are is substantial in amount, materially detract detracts from the value or impair impairs the use of the property subject thereto, or impair impairs the operations of the Company Company, and which have arisen only in (b) with respect to real property, zoning laws and other land use restrictions that do not impair the ordinary course of business and consistent with past practice since the date present or anticipated use of the December Balance Sheet; and (c) Liens for current taxes not yet dueproperty subject thereto.

Title to Properties; Encumbrances. Except as set forth on SCHEDULE 2.1(AA), there are no material real property, leaseholds, or other interests therein owned by the Company not reflected in the Company's financial statements included in the Company's Annual Report on Form 10-K for the year ended October 31, 1998. The Company has good, valid owns (with good and marketable title to all in the tangible properties and assets that it or any case of its Subsidiaries purports to own (real, personal and mixed), including, without limitation, real property) all the properties and assets reflected in the December Balance Sheet (whether real, personal, or mixed and whether tangible or intangible) that it purports to own. Except as being owned by the Company or any of its Subsidiariesset forth on SCHEDULE 2.1(AA), and all the material properties and assets purchased by the Company or any of its Subsidiaries since the date of the December Balance Sheet, which properties and assets (other than inventory) individually or in the aggregate are not in excess of $50,000. All such properties and assets are free and clear of all 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 or limitationslimitations of any nature, except, except with respect to all such material properties and assets, (ai) Liens shown on the December Balance Sheet as mortgages or security interests securing specified liabilities or obligations and liens incurred in connection with the purchase of property and/or assets, if such purchase was effected after the date of the December Balance Sheetobligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists; , (bii) liens for current taxes not yet due, and (iii) with respect to real property, (A) minor imperfections of title, if any, none of which are is substantial in amount, materially detract detracts from the value value, or impair impairs the use use, of the property subject thereto, or impairs the operations the Company or any of its subsidiaries, and (B) zoning laws and other land use restrictions that do not impair the operations present or anticipated use of the property subject thereto. All buildings, plans, and structures owned by the Company and which have arisen only in or any of its subsidiaries lie wholly within the ordinary course of business and consistent with past practice since the date boundaries of the December Balance Sheet; real property owned by the Company or such subsidiaries, and (c) Liens for current taxes do not yet dueencroach upon the property of, or otherwise conflict with the property rights of, any other person.

Title to Properties; Encumbrances. The Company has good, valid and marketable good title to all the tangible properties and assets that it or any of its Subsidiaries purports to own (whether real, personal or mixed and mixed)whether tangible or intangible) that it purports to own, including, without limitation, including all of the properties and assets reflected in the December Balance Sheet as being owned by the Company or any of its Subsidiaries, Financial Statements (except for assets held under capitalized leases and all the material properties and assets purchased by the Company or any of its Subsidiaries personal property sold since the date of the December Balance SheetFinancial Statements in the ordinary course of business and consistent with past practice), which and all of the properties and assets purchased or otherwise acquired by the Company since the date of the Financial Statements (other than inventory) individually or except for personal property acquired and sold since the date of the Financial Statements in the aggregate are not in excess ordinary course of $50,000business and consistent with past practice). All such properties Material Properties and assets reflected in the Financial Statements are free and clear of all mortgagesEncumbrances other than Permitted Encumbrances. As used herein, title defects the term "Permitted Encumbrances" means (a) liens for current taxes or objectionssecuring payments to mechanics and materialmen that are not yet delinquent or are being contested, Liensas set forth in Schedule 2.13, 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 arrangementsin good faith in the ordinary course of business, and are not, in the case of (b) with respect to real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations or limitations, except, with respect to all such material properties and assets, (ai) Liens shown on the December Balance Sheet as securing specified liabilities or obligations and liens incurred in connection with the purchase of property and/or assets, if such purchase was effected after the date of the December Balance Sheet, with respect to which no default exists; (b) minor imperfections of title, if any, none of which are is substantial in amount, materially detract detracts from the value or impair impairs the use of the property subject thereto, or impair impairs the operations of the Company Company, (ii) Legal Requirements that do not impair the present or anticipated use of the property subject thereto, and which have arisen only (iii) utility and similar easements and rights of way which, individually and in the ordinary course aggregate, do not materially interfere with the use of such real property in the business and consistent with past practice since the date of the December Balance Sheet; and (c) Liens for current taxes not yet dueCompany.

Title to Properties; Encumbrances. The Except as set forth in Section 4.16 of the Company Disclosure Schedule, each of the Company and the Company Subsidiaries has good, valid and marketable title to all the tangible properties and assets that which it or any of its Subsidiaries purports to own (real, personal and mixed), including, without limitation, all the properties tangible and assets intangible) and which are reflected in the December Balance Sheet as being owned by the Company or any of its SubsidiariesSheet, and all the material properties and assets purchased by the Company or any of its and the Company Subsidiaries since the date of the December Balance SheetSheet Date, which properties and assets (other than inventory) individually or in the aggregate are not in excess of $50,000. All such properties and assets are each case free and clear of all mortgagesLiens, title defects or objections, Liens, claims, charges, security interests or other encumbrances objections of any nature whatsoever including, without limitation, leases, chattel mortgages, conditional sales contractscontract, 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 or limitations, except, with respect to all such material properties and assets, : (a) Liens shown on the December Balance Sheet Financial Statements as securing specified liabilities or obligations and liens incurred in connection with the purchase of property and/or assets, if such purchase was effected after the date of the December Balance SheetLiabilities, with respect to which no default exists; (b) minor imperfections of title, if any, none of which are substantial in amount, materially detract from the value or impair the use of the property subject thereto, or impair the operations of the Company or any Company Subsidiary and which have arisen only in the ordinary course of the business of the Company or the Company Subsidiary and consistent with past practice since the date of the December Balance SheetSheet Date; and (c) Liens for current taxes Taxes not yet due. The rights, properties and other assets presently owned, leased or licensed by the Company and the Company Subsidiaries and described elsewhere in this Agreement include all rights, properties and other assets necessary to permit the Company and the Company Subsidiaries to conduct their businesses in all material respects in the same manner as their businesses have been conducted prior to the date hereof.

Title to Properties; Encumbrances. The of the Disclosure Schedule contains a correct and complete list of all real property, leaseholds or other interests in real property owned or held by Company. Company has good, good title to or a valid and marketable title to enforceable leasehold, license or other interest in all of the tangible properties and assets that it or any of its Subsidiaries purports to own (assets, real, personal and mixed), includingtangible and intangible, without limitationit owns, all the properties leases, licenses or uses in its business, including those reflected on its books and assets reflected records and in the December Financial Statements (except for Accounts Receivable collected and materials and supplies disposed of in the ordinary course of business consistent with past practice after the Balance Sheet as being owned by the Company or any of its Subsidiaries, and all the Date). All material properties and assets purchased owned, leased or used by the Company or any of its Subsidiaries since the date of the December Balance Sheet, which properties and assets (other than inventory) individually or in the aggregate are not in excess of $50,000. All such properties and assets are free and clear of all mortgagesEncumbrances, title defects or objectionsexcept for (a) liens for current taxes not yet due, Liens(b) workman's, claims, charges, security interests or other encumbrances including, without limitation, leases, chattel mortgages, conditional sales contracts, collateral security arrangements common carrier and other title or interest retention arrangements, and are not, similar liens arising in the case ordxxxxx xxxrse of business, none of which materially detracts from the value or impairs the use of the property or asset subject thereto, or impairs the operations of Company, (c) Encumbrances disclosed in the Financial Statements and (d) with respect to real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations or limitations, except, with respect to all such material properties and assets, (ai) Liens shown on the December Balance Sheet as securing specified liabilities or obligations and liens incurred in connection with the purchase of property and/or assets, if such purchase was effected after the date of the December Balance Sheet, with respect to which no default exists; (b) minor imperfections of title, if any, none of which are is substantial in amount, materially detract detracts from the value or impair impairs the use of the property subject thereto, or impair impairs the operations of the Company and which have arisen only in (ii) zoning laws and other land use restrictions that do not impair the ordinary course of business and consistent with past practice since the date present use of the December Balance Sheet; and (c) Liens for current taxes property subject thereto. Since January 1, 2000, Company has not yet dueacquired any of its business, operations or assets by way of a merger, consolidation, share exchange, purchase of all or substantially all of the assets of another Person or other business combination.

Title to Properties; Encumbrances. Schedule 3.6 of the Disclosure Schedule contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by the Company. The Company has good, valid owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the tangible properties and assets (whether real, personal, or mixed and whether tangible or intangible) that it or any of its Subsidiaries purports to own (realown, personal and mixed), including, without limitation, including all of the properties and assets reflected in the December Balance Sheet as being owned by (except for assets held under capitalized leases disclosed or not required to be disclosed in Schedule 3.6 of the Company or any of its Subsidiaries, and all the Disclosure Schedule). All material properties and assets purchased by the Company or any of its Subsidiaries since the date of the December Balance Sheet, which properties and assets (other than inventory) individually or reflected in the aggregate are not in excess of $50,000. All such properties and assets Balance Sheet are free and clear of all 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, 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, limitations of any nature except, with respect to all such material properties and assets, (a) Liens mortgages or security interests shown on the December Balance Sheet as securing specified liabilities or obligations and liens incurred in connection with the purchase of property and/or assets, if such purchase was effected after the date of the December Balance Sheetobligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists; , (b) liens for current taxes not yet due, and (c) with respect to real property, (i) minor imperfections of title, if any, none of which are is substantial in amount, materially detract detracts from the value or impair impairs the use of the property subject thereto, or impair impairs the operations of the Company Company, and which have arisen only in (ii) zoning laws and other land use restrictions that do not impair the ordinary course of business and consistent with past practice since the date present or anticipated use of the December Balance Sheet; and (c) Liens for current taxes not yet dueproperty subject thereto.

Title to Properties; Encumbrances. The Company has good, valid and marketable title to all the tangible properties and assets that which it or any of its Subsidiaries purports to own (real, personal and mixed, tangible and intangible), including, without limitation, all the properties and assets reflected in the December Company Balance Sheet as being owned by (except for personal property having an aggregate book value not in excess of $1,000 sold since the date of the Company or any Balance Sheet in the ordinary course of its Subsidiariesbusiness and consistent with past practice), and all the material properties and assets purchased by the Company or any of its Subsidiaries since the date of the December Company Balance Sheet, which subsequently acquired properties and assets (other than inventory) individually or in the having an aggregate are not book value in excess of $50,0001,000 are listed in Schedule 3.17. All properties and assets reflected in the Company Balance Sheet have a fair market or realizable value at least equal to the value thereof as reflected therein, and, except as disclosed in Schedule 3.17, all such properties and assets are free and clear of all mortgages, title defects or objections, Liens, claims, charges, security interests Liens or other encumbrances of any nature whatsoever including, without limitation, 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 or limitations, limitations of any nature whatsoever except, with respect to all such material properties and assets, (a) Liens shown on the December Company Balance Sheet as securing specified liabilities or obligations and liens Liens incurred in connection with the purchase of property and/or assets, if such purchase was effected after the date of the December Company Balance Sheet, with respect to which no default exists; (b) minor imperfections of title, if any, none of which are substantial in amount, materially detract from the value or impair the use of the property subject thereto, or impair the operations of otherwise have a Material Adverse Effect on the Company 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 (c) Liens for current taxes not yet due.

Title to Properties; Encumbrances. The Company of the CSI --------------------------------- Disclosure Statement contains a complete and accurate list of all interests in real property owned, leased or occupied by any of the Acquired Companies or, to the knowledge of the Acquired Companies, any of the Non-Acquired Companies. Except as described in the following sentence, each of the Companies has good, valid and marketable title to to, or a valid leasehold interest in, all the tangible of its properties and assets that it or any of its Subsidiaries purports to own (real, personal and mixed, tangible and intangible), including, without limitation, all the properties and assets reflected in the December Interim CSI Balance Sheet as being owned by the Company or any of its Subsidiaries, and all the material (except for properties and assets purchased by the Company or any disposed of its Subsidiaries since the date of the December Balance Sheet, which properties and assets (other than inventory) individually or in the aggregate are not in excess of $50,000. All such properties and assets are free and clear of all 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 or limitations, except, with respect to all such material properties and assets, (a) Liens shown on the December Balance Sheet as securing specified liabilities or obligations and liens incurred in connection with the purchase of property and/or assets, if such purchase was effected after the date of the December Balance Sheet, with respect to which no default exists; (b) imperfections of title, if any, none of which are substantial in amount, materially detract from the value or impair the use of the property subject thereto, or impair the operations of the Company and which have arisen only in the ordinary course of business and consistent with past practice practices since the date June 30, 1995). None of such properties or assets are subject to any liability, obligations, claim, lien, mortgage, pledge, security interest, conditional sale agreement, charge or encumbrance of any kind (whether absolute, accrued, contingent or otherwise), except (i) as set forth in Sections 2.11 or 2.17(k) of the December Balance Sheet; CSI Disclosure Statement, and (cii) Liens for current taxes minor imperfections of title and encumbrance, if any, which are not yet duesubstantial in amount, do not materially detract from the value of the property or assets subject thereto and do not impair the operations of any of the Companies. All buildings, plants and structures owned or leased by any Acquired Company lie wholly within the boundaries of the real property owned or leased by such Acquired Company and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person. No condemnation proceeding is pending or, to the knowledge of the Acquired Companies, threatened with respect to any real property identified in the CSI Disclosure Statement, nor, to the knowledge of the Acquired Companies, is any change in any Law pending or threatened which would interfere with the use of any such building, structure or other appurtenance thereon.

Title to Properties; Encumbrances. (a) Real Estate -- Seller has delivered or made available to Buyer a complete and accurate list of all real property, leaseholds, or other interests therein owned by the Special Partnership and copies of the deeds and other instruments (as recorded) by which the Special Partnership acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Seller or the Special Partnership and relating to such property or interests. The Company has good, valid Special Partnership owns with good and marketable title title, subject only to all the tangible properties and assets that it or any of its Subsidiaries purports to own (real, personal and mixed), including, without limitationmatters permitted by the following sentence, all the real properties that it purports to own, located in the Facilities owned or operated by the Special Partnership or reflected as owned in the books and assets records of the Special Partnership, including all of the real properties reflected in the December Balance Sheet as being financial statements of the Special Partnership. All real properties owned by the Company or any of its Subsidiaries, and all the material properties and assets purchased by the Company or any of its Subsidiaries since the date of the December Balance Sheet, which properties and assets (other than inventory) individually or in the aggregate are not in excess of $50,000. All such properties and assets Special Partnership are free and clear of all 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, Encumbrances and are not, in the case of real property, not subject to any rights of way, building use restrictions, exceptions, variances, reservations reservations, or limitations, limitations of any nature except, with respect to all such material properties and assetsproperties, (a) Liens mortgages or security interests shown on the December Balance Sheet financial statements of the Special Partnership as securing specified liabilities or obligations and liens incurred in connection with the purchase of property and/or assets, if such purchase was effected after the date of the December Balance Sheetobligations, with respect to which no default exists; without a proper waiver of the corresponding financial institution (or event that, with notice or lapse of time or both, would constitute a default) shall exist as of the Closing Date, (b) liens for current taxes not yet due, and (c)(i) minor imperfections of title, if any, none of which are is substantial in amount, materially detract from the value or 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 Special Partnership lie wholly within the boundaries of the real property owned by the Special Partnership and do not encroach upon the property of, or impair otherwise conflict with the operations of the Company 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 (c) Liens for current taxes not yet dueproperty rights of, any other Person.