Common use of Title to Properties; Encumbrances Clause in Contracts

Title to Properties; Encumbrances. Borrower has good, valid and marketable title to all the properties and assets which it purports to own (real, personal and mixed, tangible and intangible), including, without limitation, all the properties and assets reflected in the Financial Statement and all the properties and assets purchased by Borrower since the date of the Financial Statement. Except as set forth in the Financial Statement or reflected therein as a capital lease, all such properties and assets are free and clear of all title defects or objections, liens, 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 of any nature whatsoever except, with respect to all such properties and assets, (a) liens shown on the Financial Statement 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 Financial Statement, with respect to which no default exists; (b) minor imperfections of title, if any, none of which is substantial in amount, materially detract from the value or impair the use of the property subject thereto, or impair the operations of Borrower and which have arisen only in the ordinary course of business and consistent with past practice since the date of the Financial Statement; and (c) liens for current taxes not yet due. With respect to the property and assets it leases, Borrower is in compliance with such leases, and Borrower holds valid leasehold interests in such property and assets free of any liens, encumbrances and security interests of any party other than the lessors of such property and assets.

Title to Properties; Encumbrances. Borrower Each of the Parent and the Parent Subsidiaries has goodgood and valid title to, or has valid and marketable title leasehold interests in or valid rights under contract to use, all the tangible properties and assets which it purports to own (real, personal and mixed, tangible and intangible)or use, including, without limitation, all the tangible properties and assets reflected in the Financial Statement and all the Parent Balance Sheet (except for properties and assets purchased by Borrower disposed of since the date of the Financial Statement. Except as set forth Parent Balance Sheet in the Financial Statement or reflected therein as a capital leaseordinary course of business consistent with past practice), all such properties and assets are in each case, free and clear of all title defects or objections, liens, 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 of any nature whatsoever except, with respect to all such properties and assets, for (a) liens shown on the Financial Statement Parent 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 Financial StatementParent Balance Sheet, with respect to which no default exists; (b) minor imperfections of title, if any, none of which is are substantial in amount, materially detract from the value or impair the use of the property subject thereto, or impair the operations of Borrower the Parent or any Parent Subsidiary and which have arisen only in the ordinary course of business and consistent with past practice since the date of the Financial StatementParent Balance Sheet; and (c) liens for current taxes not yet due. With respect to the property ; and assets it leases(d) such title defects or objections, Borrower is in compliance with such leasesliens, and Borrower holds valid leasehold claims, charges, security interests in such property and assets free or other encumbrances of any liensnature whatsoever, encumbrances and security interests of any party other than if any, as individually or in the lessors of such property and assetsaggregate could not reasonably be expected to have a Parent Material Adverse Effect.

Title to Properties; Encumbrances. Borrower Except as set forth in the 2001 Form 10-K Draft, each of the Company and the Company Subsidiaries has goodgood and valid title to, or has valid and marketable title leasehold interests in or valid rights under contract to use, all the tangible properties and assets which it purports to own (realor use, personal and mixed, tangible and intangible), including, without limitation, including all the tangible properties and assets reflected in the Financial Statement and all the Balance Sheet (except for properties and assets purchased by Borrower disposed of since the date of the Financial Statement. Except as set forth Balance Sheet in the Financial Statement or reflected therein as a capital leaseordinary course of business consistent with past practice), all such properties and assets are in each case, free and clear of all title defects or objections, liens, 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 of any nature whatsoever except, with respect to all such properties and assets, for (a) liens shown on the Financial Statement 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 Financial StatementBalance Sheet, with respect to which no default exists; (b) minor imperfections of title, if any, none of which is are substantial in amount, materially detract from the value or impair the use of the property subject thereto, or impair the operations of Borrower 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 Financial StatementBalance Sheet; and (c) liens for current taxes not yet due. With respect ; and (d) such title defects, failure to the property and assets it leases, Borrower is in compliance with such leases, and Borrower holds have valid leasehold interest in, or objections, liens, claims, charges, security interests in such property and assets free or other encumbrances of any liensnature whatsoever, encumbrances and security interests of any party other than if any, as individually or in the lessors of such property and assetsaggregate could not reasonably be expected to have a Company Material Adverse Effect.

Title to Properties; Encumbrances. Borrower The Company has good, valid and marketable title to all the tangible properties and assets which it purports to own (real, personal and mixed, tangible and intangible), including, without limitation, all the properties and assets reflected in the Financial Statement December Balance Sheet as being owned by the Company, and all the material properties and assets purchased by Borrower the Company since the date of the Financial StatementDecember Balance Sheet, which subsequently acquired properties and assets (other than inventory) are listed in Section 3.20 of the Disclosure Schedule. Except as set forth in the Financial Statement or reflected therein as a capital lease, all All such properties and assets are free and clear of all mortgages, title defects or objections, liens, 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 of any nature whatsoever except, with respect to all such material properties and assets, (a) liens Liens shown on the Financial Statement 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 Financial StatementDecember Balance Sheet, with respect to which no default exists; (b) minor imperfections of title, liens and easements, if any, none of which is are substantial in amount, materially detract from the value or impair the use of the property subject thereto, or impair the operations of Borrower the Company and which have arisen only in the ordinary course of business and consistent with past practice since the date of the Financial StatementDecember Balance Sheet; and (c) liens for current taxes not yet due. With respect to The equipment of the property and assets it leases, Borrower Company is in compliance with such leases, good operating condition and Borrower holds valid leasehold interests in such property repair and assets free of any liens, encumbrances and security interests of any party other than is adequate for the lessors of such property and assetsuses to which it is being put.

Title to Properties; Encumbrances. Borrower Each of the Parent --------------------------------- and the Parent Subsidiaries has goodgood and valid title to, or has valid and marketable title leasehold interests in or valid rights under contract to use, all the tangible properties and assets which it purports to own (real, personal and mixed, tangible and intangible)or use, including, without limitation, all the tangible properties and assets reflected in the Financial Statement and all the Parent Balance Sheet (except for properties and assets purchased by Borrower disposed of since the date of the Financial Statement. Except as set forth Parent Balance Sheet in the Financial Statement or reflected therein as a capital leaseordinary course of business consistent with past practice), all such properties and assets are in each case, free and clear of all title defects or objections, liens, 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 of any nature whatsoever except, with respect to all such properties and assets, for (a) liens shown on the Financial Statement Parent 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 Financial StatementParent Balance Sheet, with respect to which no default exists; (b) minor imperfections of title, if any, none of which is are substantial in amount, materially detract from the value or impair the use of the property subject thereto, or impair the operations of Borrower the Parent or any Parent Subsidiary and which have arisen only in the ordinary course of business and consistent with past practice since the date of the Financial StatementParent Balance Sheet; and (c) liens for current taxes not yet due. With respect to the property ; and assets it leases(d) such title defects or objections, Borrower is in compliance with such leasesliens, and Borrower holds valid leasehold claims, charges, security interests in such property and assets free or other encumbrances of any liensnature whatsoever, encumbrances and security interests of any party other than if any, as individually or in the lessors of such property and assetsaggregate could not reasonably be expected to have a Parent Material Adverse Effect.

Title to Properties; Encumbrances. Borrower The Company has good, valid and marketable title to all the properties and assets which it purports to own (real, personal and mixed, tangible and intangible), including, without limitation, all the properties and assets reflected in the Financial Statement and all the properties and assets purchased by Borrower the Company since the date of the Financial Statement, which subsequently acquired properties and assets (other than short-term investments and inventory) are listed in Section 2.7 of the Disclosure Schedule. Except as set forth in the Financial Statement or reflected therein as a capital lease, all All such properties and assets are free and clear of all title defects or objections, liens, 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 of any nature whatsoever except, with respect to all such properties and assets, (a) liens shown on the Financial Statement 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 Financial Statement, with respect to which no default exists; (b) minor imperfections of title, if any, none of which is substantial in amount, materially detract from the value or impair the use of the property subject thereto, or impair the operations of Borrower the Company and which have arisen only in the ordinary course of business and consistent with past practice since the date of the Financial Statement; and (c) liens for current taxes not yet due. With respect to the property and assets it leases, Borrower is in compliance with such leases, and Borrower holds valid leasehold interests in such property and assets free of any liens, encumbrances and security interests of any party other than the lessors of such property and assets.

Title to Properties; Encumbrances. Borrower has good, valid and marketable title to all the properties and assets which it purports to own (real, personal and mixed, tangible and intangible), including, without limitation, all the properties and assets reflected in the Financial Statement and all the properties and assets purchased by Borrower since the date of the Financial Statement. Except as set forth in the Financial Statement or reflected therein as a capital lease, all such properties and assets are free and clear of all title defects or objections, liens, 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 of any nature whatsoever except, with respect to all such properties and assets, (a) liens shown on the Financial Statement 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 Financial Statement, with respect to which no default exists; (b) minor imperfections of title, if any, none of which 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 Borrower and which have arisen only in the ordinary course of business and consistent with past practice since the date of the Financial Statement; and (c) liens for current taxes not yet due. With respect to the property and assets it leases, Borrower is in compliance with such leases, and Borrower holds valid leasehold interests in such property and assets free of any liens, encumbrances and security interests of any party other than the lessors of such property and assets.such

Title to Properties; Encumbrances. Borrower of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests in real property owned or held by the Company. Seller has gooddelivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Company acquired such real property and interests, valid and marketable copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Seller or the Company and relating to all the properties and assets which it purports to own (real, personal and mixed, tangible and intangible), including, without limitation, such property or interests. The Company owns all the properties and assets reflected in the Financial Statement Balance Sheet and all the properties 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 assets purchased by Borrower personal property sold since the date of the Financial Statement. Except Balance Sheet and the Interim Balance Sheet, as set forth the case may be, in the Financial Statement or reflected therein as a capital lease, all such Ordinary Course of Business). All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet as being owned by the Company are free and clear of all title defects or objections, liens, 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, 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 whatsoever except, with respect to all such properties and assets, (a) liens mortgages, hypothecs, or security interests shown on the Financial Statement Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations and liens 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, hypothecs, or security interests incurred in connection with the purchase of property and/or assets, if such purchase was effected or assets after the date of the Financial StatementInterim 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; , (bc) liens, levies and assessments for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which individually or in the aggregate is substantial in amount, or materially detract from impairs the value or present use of the property by the Company, (ii) zoning laws and other land use restrictions that do not impair the present use of the property subject thereto, or impair the operations of Borrower and which have arisen only (iii) as set forth in the ordinary course applicable deed or lease or as excepted in the applicable title insurance policy or letter of business and consistent with past practice since the date of the Financial Statement; and (c) liens for current taxes not yet due. With respect counsel to the property and assets it leases, Borrower is extent currently in compliance with such leases, and Borrower holds valid leasehold interests in such property and assets free of any liens, encumbrances and security interests of any party other than the lessors of such property and assetsSeller's possession.

Title to Properties; Encumbrances. Borrower The Acquiror has good, valid and marketable title to all the properties and assets which it purports to own (real, personal and mixed, tangible and intangible), including, without limitation, all the properties and assets reflected in the Financial Statement and all the properties and assets purchased by Borrower the Acquiror since the date of the Financial Statement, which subsequently acquired properties and assets (other than short-term investments and inventory) are listed in Section 3.7 of the Disclosure Schedule. Except as set forth in the Financial Statement or reflected therein as a capital lease, all All such properties and assets are free and clear of all title defects or objections, liens, 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 of any nature whatsoever except, with respect to all such properties and assets, (a) liens shown on the Financial Statement 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 Financial Statement, with respect to which no default exists; (b) minor imperfections of title, if any, none of which is substantial in amount, materially detract from the value or impair the use of the property subject thereto, or impair the operations of Borrower the Acquiror and which have arisen only in the ordinary course of business and consistent with past practice since the date of the Financial Statement; and (c) liens for current taxes not yet due. With respect to the property and assets it leases, Borrower is in compliance with such leases, and Borrower holds valid leasehold interests in such property and assets free of any liens, encumbrances and security interests of any party other than the lessors of such property and assets.

Title to Properties; Encumbrances. Borrower The Company owns no real property. The Company has good, valid and marketable title to all the tangible properties and assets which it purports to own (real, personal and mixed, tangible and intangible)own, including, without limitation, all the properties and assets reflected in the Financial Statement Balance Sheet, and all the properties and assets purchased by Borrower the Company since the date of the Financial StatementBalance Sheet, which subsequently acquired properties and assets (other than inventory) are listed in Section 4.22 of the Company Disclosure Schedule. Except as set forth in the Financial Statement or reflected therein as a capital lease, all All such properties and assets are free and clear of all mortgages, title defects or objections, liensLiens, claims, charges, security interests or other encumbrances of any nature whatsoever, 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 of any nature whatsoever except, with respect to all such properties and assets, (a) liens shown on the Financial Statement 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 Financial StatementBalance Sheet, with respect to which no default exists; , (b) minor imperfections of title, if any, none of which is are substantial in amount, materially detract from the value or impair the use of the property subject thereto, or impair the operations of Borrower the Company and which have arisen only in the ordinary course of business and consistent with past practice since the date of the Financial Statement; Balance Sheet, and (c) liens for current taxes not yet due. With respect to the property and assets it leases, Borrower is in compliance with such leases, and Borrower holds valid leasehold interests in such property and assets free of any liens, encumbrances and security interests of any party other than the lessors of such property and assets.

Title to Properties; Encumbrances. Borrower The Company has good, valid and --------------------------------- marketable title to all the properties and assets which it purports to own (real, personal and mixed, tangible and intangible), including, without limitation, all the properties and assets ) reflected in the Preliminary Audited Financial Statement Statements, and all the properties and assets purchased by Borrower the Company since the date of the Preliminary Audited Financial StatementStatements. Except as set forth In the aggregate, all properties and assets reflected in the Financial Statement Statements have a fair market or realizable value at least equal to the value thereof as reflected therein as a capital leasetherein. The rights, all such properties and other assets presently owned, leased or licensed by the Company include all rights, properties and other assets reasonably necessary to permit the Company to conduct its business in all material respects in the same manner as its business has been conducted prior to the date hereof. All such rights, properties and other assets are free and clear of all title defects or objections, liens, 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 of any nature whatsoever except, with respect to all such properties and assets, except (a) liens shown on the Financial Statement 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 Financial StatementStatements, with respect to which no default exists; (b) minor imperfections of title, if any, none of which is are substantial in amount, materially detract from the value or impair the use of the property subject thereto, or impair the operations of Borrower the Company and which have arisen only in the ordinary course of business and consistent with past practice since the date of the Financial Statementpractice; and (c) liens for current taxes not yet due. With respect No real property used in connection with the Company's business is subject to the property and assets it leasesany rights of way, Borrower is in compliance with such leasesbuilding use restrictions, and Borrower holds valid leasehold interests in such property and assets free exceptions, variances, reservations or limitations of any liens, encumbrances and security interests nature which could materially adversely affect the conduct of any party other than the lessors of such property and assetsCompany's business.