Common use of Title to Property; Encumbrances Clause in Contracts

Title to Property; Encumbrances. 2.5.1. The Hxxxxx Companies have good and marketable title in fee simple to all real property and good title to all personal property reflected on the most recent interim unaudited balance sheet of the Hxxxxx Companies, which is dated, August 31, 2007 (the “Balance Sheet”), and which is included in the Financial Statements (as defined herein), as owned by any of the Hxxxxx Companies and all real property and personal property acquired by any of the Hxxxxx Companies since August 31, 2007, in each case free and clear of all Liens except (i) as set forth on Schedule 2.5(b), (ii) for sales and other dispositions of assets in the ordinary course of business since August 31, 2007 which, in the aggregate, have not been materially different from prior periods, (iii) the lien of taxes not yet due and payable, (iv) manufacturer’s and similar liens incurred in the ordinary course of business, and (v) such imperfections of title, restrictions and encumbrances, if any, as do not materially detract from the value or materially interfere with the present use of the properties by any of the Hxxxxx Companies or otherwise materially impair the Business. The Hxxxxx Companies customer mailing list is the exclusive property of the Hxxxxx Companies and no third party has any rights with respect thereto. Neither Seller nor the Hxxxxx Companies has sold such customer mailing list to any third party. 2.5.2. The Hxxxxx Companies do not own any real property (“Real Property”) or any material facility, building, plant, factory, office, warehouse structure or other building (a “Structure”). 2.5.3. Schedule 2.5(d) contains the most current available register of personal property owned by the Hxxxxx Companies. 2.5.4. Schedule 2.5(e), except as set forth therein, contains a list of all real property leases, and material licenses and personal property leases related to the Business under which Chartwell or the Hxxxxx Companies is the lessee or licensee, together with (i) the location of each of the leased real properties, (ii), the termination date of each such lease or license and (iii) the name of the lessor or licensor. Except as described in Schedule 2.5(e), all material leases and licenses pursuant to which any of the Hxxxxx Companies leases or licenses from others real or personal property are valid, subsisting in full force and effect in accordance with their respective terms as the same may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws

Title to Property; Encumbrances. 2.5.1. (a) The Hxxxxx Companies have Seller has, and at the Closing will have, good and marketable title in fee simple to all real property and good title to all personal property reflected on the most recent interim unaudited balance sheet of the Hxxxxx Companies, which is dated, August 31, 2007 (the “Balance Sheet”), and which is included in the Financial Statements (as defined herein), as owned by any of the Hxxxxx Companies and all real property and personal property acquired by any of the Hxxxxx Companies since August 31, 2007, in each case Assets free and clear of all Liens except (i) as set forth on Schedule 2.5(b), 4.6(a) and (ii) for sales Permitted Liens. (b) All leases pursuant to which the Seller leases from any party personal property in connection with its operation of the Business are valid, subsisting and other dispositions of assets effective in the ordinary course of business since August 31, 2007 which, in the aggregate, have not been materially different from prior periods, (iii) the lien of taxes not yet due and payable, (iv) manufacturer’s and similar liens incurred in the ordinary course of businessaccordance with their respective terms, and there is not, under any personal property lease, any existing default or event of default (v) such imperfections or event that, with notice or passage of titletime, restrictions and encumbrancesor both, if anywould constitute a default, as do not materially detract from or would constitute a basis of force majeure or other claim of excusable delay or nonperformance). To the value or materially interfere with the present use knowledge of the properties by any Seller, there is no fact, event or circumstance which may give rise to an event of default on the part of the Hxxxxx Companies or otherwise materially impair the Business. The Hxxxxx Companies customer mailing list is the exclusive property of the Hxxxxx Companies and no third party has any rights with respect thereto. Neither Seller nor the Hxxxxx Companies has sold such customer mailing list to any third party. 2.5.2. The Hxxxxx Companies do not own any real property (“Real Property”) or any material facility, building, plant, factory, office, warehouse structure or other building (a “Structure”). 2.5.3. Schedule 2.5(d) contains the most current available register of party under any such personal property owned by the Hxxxxx Companies. 2.5.4lease. Schedule 2.5(e), except Except as set forth thereinon Schedule 4.6(b), no approval or consent of any Person is needed in order that such personal property leases continue in full force and effect after the Closing in accordance with their respective terms. Schedule 4.6(b) contains a list of all real property leases, and material licenses and personal property leases related to the Business under which Chartwell or the Hxxxxx Companies is the lessee or licenseeBusiness, together with (i) the location and nature of each of the leased real personal properties, (ii), the termination date of each such lease or license and (iii) lease, the name of the lessor and all rental and other payments made or licensorrequired to be made during the twelve-month period ending December 31, 1999. True and complete copies of all personal property leases listed on Schedule 4.6(b) have been delivered to the Buyer heretofore. Schedule 4.6(b) describes all Leased Property. Except as set forth on Schedule 4.6(b), the Seller has a good and marketable lessee's interest under a Lease with respect to the Leased Property, free and clear of all Liens, other than Liens listed on Schedule 4.6(b) and Permitted Liens. Except as described in on Schedule 2.5(e4.6(b), to the best of Seller's knowledge, all material leases buildings and licenses other structures, and all mechanical systems (including, but not limited to, electrical, plumbing and heating), roof and structural systems and fixtures located thereon or therein or otherwise used by the Seller in the conduct of its businesses as presently conducted are in good operating condition and repair, reasonable wear and tear excepted. (c) All personal property owned by the Seller and all personal property held by the Seller pursuant to which any personal property leases, in each case, in connection with its operation of the Hxxxxx Companies leases Business, are in good operating condition and repair, subject only to ordinary wear and tear, have been operated, serviced and maintained diligently and properly within the recommendations and requirements of the manufacturers thereof, are not in need of maintenance or licenses from others real repairs which are material in nature or personal property cost and are valid, subsisting suitable and appropriate for the use thereof made and proposed to be made by the Seller in full force and effect in accordance with their respective terms as the same may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar lawsoperations of the Business.

Title to Property; Encumbrances. 2.5.1. (a) The Hxxxxx Companies Company does not own and has never owned fee simple title to any real property. (b) The Company has, and immediately prior to the Closing, will have good valid and marketable title in fee simple to all real property and good title to all personal property reflected on the most recent interim unaudited balance sheet of the Hxxxxx Companies, which is dated, August 31, 2007 (the “Balance Sheet”), and which is included in the Financial Statements (as defined herein), Sheet as owned by any of the Hxxxxx Companies it and all real property and personal property acquired by any the Company since the Balance Sheet Date (except properties, interests in properties and assets sold or otherwise disposed of since the Hxxxxx Companies since August 31, 2007Balance Sheet Date in the Ordinary Course), in each case free and clear of all Liens except (i) as set forth on Schedule 2.5(b), (ii) for sales and other dispositions of assets in the ordinary course of business since August 31, 2007 which, in the aggregate, have not been materially different from prior periods, (iii) the lien of taxes not yet due and payable, (iv) manufacturer’s and similar liens incurred in the ordinary course of business, and (v) such imperfections of title, restrictions and encumbrances, if any, as do not materially detract from the value or materially interfere with the present use of the properties by any of the Hxxxxx Companies or otherwise materially impair the Business. The Hxxxxx Companies customer mailing list is the exclusive property of the Hxxxxx Companies and no third party has any rights with respect thereto. Neither Seller nor the Hxxxxx Companies has sold such customer mailing list to any third party. 2.5.2. The Hxxxxx Companies do not own any real property (“Real Property”) or any material facility, building, plant, factory, office, warehouse structure or other building (a “Structure”2.05(b). 2.5.3. (c) Schedule 2.5(d2.05(c) contains the most current available register a list of each item of tangible personal property having a cost or fair market value in excess of US$10,000 owned or leased by the Hxxxxx CompaniesCompany as of the date hereof. 2.5.4. (d) Schedule 2.5(e), except as set forth therein, 2.05(d) contains a list of all real property leases, and all material licenses and personal property leases related to the Business under which Chartwell or the Hxxxxx Companies Company is the lessee or licenseelessee, together with (i) the location and nature of each of the leased real properties, (ii), ) the termination date of each such lease or license lease, and (iii) the name of the lessor or licensorlessor. Except as described in noted on Schedule 2.5(e2.05(d), all material leases and licenses pursuant to which any of the Hxxxxx Companies Company leases or licenses from others real or personal property are valid, subsisting in full force and effect in accordance with their respective terms terms, and to the Company's Knowledge, there is not, under any real property lease, personal property lease, any existing material default or event of default, whether or not subject to waiver (or event that, with notice or passage of time, or both, would constitute a default, or would constitute a basis of force majeure or other claim of excusable delay or non-performance). True and complete copies of all real property leases and personal property leases listed on Schedule 2.05(d) have been delivered to the Buyer heretofore, as well as copies of any title reports, surveys or environmental reports or audits relating to any leased real property. Except as set forth on Schedule 2.05(d), no such lease set out on such Schedule will require the same may be limited consent of the lessor or licensor to or as a result of the consummation of the transactions contemplated by bankruptcythis Agreement. For purposes of this Agreement, insolvencya "lease" shall include a sublease. (e) All material personal property owned by the Company and all material personal property held by the Company pursuant to personal property leases is in good operating condition and repair, reorganizationsubject only to ordinary wear and tear. The leased real property and personal property described in Sections 2.05(a), moratorium2.05(b) and 2.05(c) and the personal property held by the Company pursuant to the leases described in Schedule 2.05(d) comprise all of the leased real property and personal property with value greater than US$10,000 used in the conduct of business of the Company. (f) To the Company's Knowledge, fraudulent transfer there are no (i) leases, subleases, licenses, concessions or similar lawsother agreements, written or oral, granting to any other Person the right to acquire, use or occupy any portion of, any leased real property, (ii) outstanding options or rights of first refusal to purchase all or any portion of any leased real property or interest therein known to the Company, and (iii) Persons (other than the Company) in possession of any leased real property. (g) The leased real property and related premises are adequate for the conduct of the Business as presently conducted.

Title to Property; Encumbrances. 2.5.1. (a) The Hxxxxx Companies have Company and GEMC have, and at the Closing will have, good and marketable title in fee simple to all real property and good valid title to their personal property (tangible and intangible) including without limitation, all personal property reflected on the most recent interim unaudited balance sheet of the Hxxxxx Companieson, which is dated, August 31, 2007 (the “Balance Sheet”), and which is or included in the Financial Statements balance sheet dated as of September 30, 1996 (as defined herein), as owned by any of the Hxxxxx Companies "Balance Sheet Date") and all real property and personal property acquired by any the Company since the date of the Hxxxxx Companies Balance Sheet except for such property sold since August 31, 2007such date in the ordinary course of business consistent with past practice, in each case free and clear of all Liens liens except (i) as set forth on Schedule 2.5(b)3.12(a) hereto, (ii) for sales and other dispositions of assets as disclosed in the ordinary course September 30, 1996 Financial Statements of business since August 31, 2007 which, in the aggregate, have not been materially different from prior periodsCompany, (iii) the lien of liens for current taxes not yet due due; and payable, (iv) manufacturer’s and similar liens incurred in the ordinary course of business, and (v) such imperfections of titletitles, restrictions liens and encumbrances, if any, encumbrances as do not materially detract from the value or materially interfere with the present use of the properties by any of the Hxxxxx Companies Company or GEMC or otherwise materially impair effect the Business. The Hxxxxx Companies customer mailing list is the exclusive property business operations of the Hxxxxx Companies and no third party has any rights with respect thereto. Neither Seller nor Company or GEMC (the Hxxxxx Companies has sold such customer mailing list to any third party. 2.5.2. The Hxxxxx Companies do not own any real property (“Real Property”) or any material facility, building, plant, factory, office, warehouse structure or other building (a “Structure”"Permitted Liens"). 2.5.3. Schedule 2.5(d(b) contains To the most current available register best knowledge of the Company, GEMC and the Sellers, all personal property owned and held by the Hxxxxx CompaniesCompany and GEMC pursuant to personal property leases or licenses, taken as a whole, is in good operating condition and repair, subject only to ordinary wear and tear, is not in need of maintenance or repairs which are material in nature or cost and, taken as a whole, is suitable and appropriate for the use thereof made by the Company and GEMC in their business and operations. 2.5.4. (c) Schedule 2.5(e), except as set forth therein, contains a list of 3.12(c) describes all real property leasesleased (collectively, the "Realty Leases") by the Company and material licenses GEMC and personal property leases related to all buildings and other structures located thereon (collectively, the Business under which Chartwell or the Hxxxxx Companies is the lessee or licensee, together with (i) the location of each "Real Property"). Each of the leased real properties, (ii), the termination date of each such lease or license and (iii) the name of the lessor or licensor. Except as described in Schedule 2.5(e), all material leases and licenses pursuant to which any of the Hxxxxx Companies leases or licenses from others real or personal property are valid, subsisting Realty Leases is in full force and effect and there exists no material defaults of any party thereunder nor to the best of Company's, GEMC's and Sellers' knowledge, does there exist any circumstances which with the giving of notice or the passage of time would constitute such a default. Except as set forth in accordance Schedule 3.12(c), the Company and GEMC have good and marketable lessee's interest under each lease which it is a party to, each free and clear of all Liens, other than liens for current taxes not yet due, liens listed on Schedule 3.12(c) and Permitted Liens . Except as described on Schedule 3.12(c), to the best knowledge of the Company, GEMC and the Sellers, all buildings and other structures, and all mechanical systems (including, but not limited to, electrical, plumbing and heating) roof and structural systems and fixtures located thereon or therein or otherwise used by the Company and GEMC in the conduct of its business as presently conducted are in good operating condition and repair, reasonable wear and tear excepted. Such buildings, structures, mechanical systems and structures do not violate in any material respect any zoning regulations or ordinances of the state, city, town or village where the Real Property is located or any applicable statutes, regulations or ordinances and requirements (collectively, "Laws") governing the Real Property, except for violations which could not reasonably be anticipated to have a Material Adverse Effect. Except as set forth on Schedule 3.12(c), no officer or director of the Company, GEMC or any of Sellers has knowledge of any past or present violation, or any past or present use of the Real Property which is likely to result in any violation, or of any pending or threatened action or proceeding alleging any violation, of such Laws, except for violations which would not have a Material Adverse Effect. (d) Except as disclosed in Schedule 6.22, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated thereby will not require any landlord consents under the Realty Leases and will not violate, conflict with their respective or result in the breach of any of the terms as of or cause a default under any of the same may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar lawsRealty Leases.