Common use of Assets and Properties Clause in Contracts

Assets and Properties. (a) To the Investees’ Knowledge, the Company has good and marketable title to all the properties and assets, whether real, personal or mixed and whether tangible or intangible, reflected as owned in the Financial Statements of the Company, except as would not have a Material Adverse Effect. With respect to the property and assets it leases, the Company is in compliance with such leases and holds a valid leasehold interest free of any liens, claims or encumbrances other than (i) those of the lessors of such property or assets; (ii) Permitted Liens; or (iii) those that would not have any Material Adverse Effect. (b) To the Investees’ Knowledge, the FIE has maintained its properties and assets in good repair, working order and operating condition in all material respects subject only to ordinary wear and tear, and all such tangible assets are adequate and suitable in all material respects for the purpose for which they are presently being used. (c) The FIE does not own any real property. The FIE leases all real properties necessary to conduct its business and operations as presently conducted. The leased properties are adequate for the conduct of the business of the FIE as presently conducted. To the Investees’ Knowledge, except as set forth in Section 11(c) of the Disclosure Schedule, each of the Leases is legal, valid, binding, in full force and effect and enforceable against each party thereto. To the Investees’ Knowledge, the FIE is not in material default, violation or breach under any Leases. The FIE has good title to its leasehold interest subject to no Lien other than (i) Permitted Liens; or (ii) those arise in the Ordinary Course of Business and which do not materially impair the FIE’s leasehold interest or use of such leased property or assets.

Assets and Properties. (a) To The Company has good title to all of the Investees’ Knowledgematerial tangible personal assets and properties which it purports to own (including those reflected on the March 31, 2000 Balance Sheet, except for assets and properties sold, consumed or otherwise disposed of in the ordinary course of business since the date of the Balance Sheet, which are not individually or in the aggregate material), free and clear of all Encumbrances, except (a) as set forth in Schedule 2.06(a), (b) liens for taxes not yet due and ---------------- payable or due but not delinquent or being contested in good faith by appropriate proceedings, and (c) except as set forth in Schedule 2.06(a), ---------------- the assets owned or leased by the Company constitute all the assets used in and necessary to conduct the Business as currently conducted. (b) All material tangible property and assets owned or utilized by the Company are in good operating condition and repair (except for ordinary wear and tear), free from any defects (except such minor defects as do not interfere with the use thereof in the conduct of the normal operations), have been maintained consistent with the standards generally followed in the industry and are sufficient to carry on the Business as presently conducted. All buildings, plants and other structures owned or otherwise utilized by the Company are in good condition and repair (except for ordinary wear and tear) in all material respects. (c) Schedule 2.06(c) sets forth a list of all real ---------------- property owned by the Company (the "Owned Real Property"). With respect to the Owned Real Property, (i) the Company has good and marketable title in fee simple to the Owned Real Property, free and clear of all the properties and assets, whether real, personal or mixed and whether tangible or intangible, reflected as owned in the Financial Statements of the Company, Encumbrances except as would not have a Material Adverse Effect. With respect to the property and assets it leasesdisclosed in Schedule 2.06(c), the Company is in compliance with such leases and holds a valid leasehold interest free of any liens, claims or encumbrances other than (i) those of the lessors of such property or assets; (ii) Permitted Liens; there are no outstanding ---------------- options or rights of first refusal in favor of any other party to purchase the Owned Real Property or any portion thereof or interest therein, (iii) those that would not have there are no leases, subleases, licenses, options, rights, concessions or other agreements, affecting any Material Adverse Effect. (b) To portion of the Investees’ Knowledge, the FIE has maintained its properties and assets in good repair, working order and operating condition in all material respects subject only to ordinary wear and tearOwned Real Property, and (iv) all such tangible assets existing water, sewer, gas, electricity, telephone and other utilities required for the construction, use, occupancy, operation and maintenance of the Owned Real Property are adequate and suitable in all material respects for the purpose for which they are presently being useduse, occupancy, operation and maintenance thereof, as currently conducted or currently exists. (cd) The FIE does not own any Schedule 2.06(d) sets forth a list of all real property---------------- property leased by the Company (the "Leased Real Property"). The FIE Stockholders have made available to Buyers true and complete copies of all leases and subleases relating to the Leased Real Property. With respect to the Leased Real Property, (i) the Company has good and valid leasehold estates in the Leased Real Property, free and clear of all real properties necessary to conduct its business Encumbrances, and operations as presently conducted. The leased properties (ii) all existing water, sewer, gas, electricity, telephone and other utilities required for the construction, use, occupancy, operation and maintenance of the Leased Real Property are adequate in all material respects for the conduct of the business of the FIE use, occupancy, operation and maintenance thereof, as presently conductedcurrently conducted or currently exists. To the Investees’ Knowledge, except Except as set forth in Section 11(con Schedule 2.06(d), (A) of the Disclosure Schedule, each of the Leases such lease or sublease is legal, valid, binding, binding and ---------------- enforceable and in full force and effect and enforceable against each (B) the consummation of the transactions contemplated by this Agreement will not cause a material breach or require any third party thereto. To the Investees’ Knowledge, the FIE is not in material default, violation or breach consent under any Leases. The FIE has good title to its leasehold interest subject to no Lien other than such lease or sublease. (e) Except as set forth on Schedule 2.06(e), (i) Permitted Liens; none of ---------------- the Stockholders, or the Company has received, notice of any pending or, to the knowledge of the Stockholders, threatened condemnation or eminent domain proceedings or their local equivalent with respect to the Owned Real Property or the Leased Real Property, (ii) those arise the Owned Real Property, the Leased Real Property, the use and occupancy thereof by the Company, and the conduct of the Business thereon and therein does not violate any deed restrictions, applicable law consisting of building codes, zoning, subdivision or other land use or similar laws the violation of which would materially adversely affect the use, value or occupancy of any such property or the conduct of the Business thereon, (iii) none of the Stockholders or the Company has received, written notice of a material violation of the restrictions or laws described in the Ordinary Course foregoing clause (ii), and (iv) none of Business the structures or improvements on any of the Owned Real Property or the Leased Real Property encroaches upon real property of another person or entity, and no structure or improvement of another person or entity encroaches upon any of the Owned Real Property or the Leased Real Property, which do not would materially impair interfere with the FIE’s leasehold interest or use thereof in the ordinary course of such leased property or assetsbusiness.

Assets and Properties. (a) To the Investees’ Knowledge, the Company has good and marketable title to all the properties and assets, whether real, personal or mixed and whether tangible or intangible, reflected as owned in the Financial Statements of the Company, except as would not have a Material Adverse Effect. With respect to the property and assets it leases, the Company is in compliance with such leases and holds a valid leasehold interest free of any liens, claims or encumbrances other than (i) those of the lessors of such property or assets; (ii) Permitted Liens; or (iii) those that would not have any Material Adverse Effect. (b) To the Investees’ Knowledge, the FIE has maintained its properties and assets in good repair, working order and operating condition in all material respects subject only to ordinary wear and tear, and all such tangible assets are adequate and suitable in all material respects for the purpose for which they are presently being used. (c) The FIE does not own any real property. The FIE leases all real properties necessary to conduct its business and operations as presently conducted. The leased properties are adequate for the conduct of the business of the FIE as presently conducted. To the Investees’ Knowledge, except as set forth in Section 11(c12(c) of the Disclosure Schedule, each of the Leases is legal, valid, binding, in full force and effect and enforceable against each party thereto. To the Investees’ Knowledge, the FIE is not in material default, violation or breach under any Leases. The FIE has good title to its leasehold interest subject to no Lien other than (i) Permitted Liens; or (ii) those arise in the Ordinary Course of Business and which do not materially impair the FIE’s leasehold interest or use of such leased property or assets.

Assets and Properties. (a) To the Investees’ Knowledge, Each of the Company and its Subsidiaries has (i) good and marketable title to all the of its real or tangible material assets and properties and assets, (whether real, personal or mixed mixed, or tangible) and whether (ii) valid leasehold interests in all of its real or tangible or intangiblematerial assets and properties which it leases, reflected as owned in each case (with respect to both clause (i) and (ii) above), free and clear of any Liens, other than Permitted Liens. (b) The Company and its Subsidiaries do not own, and, to the Financial Statements knowledge of the Company, have never owned, any real property. (c) Section 3.12(c) of the Company Disclosure Letter contains a complete and accurate list of all material real estate leased, subleased or occupied by the Company or its Subsidiaries pursuant to a lease (the “Company Leased Premises”). To the knowledge of the Company, there exists no material default under any of the leases relating to the Company Leased Premises. (d) All of the tangible assets and properties owned or leased by the Company and its Subsidiaries are suitable for the purposes for which they are being used or held for use and are adequately maintained, in good operating condition and repair and free from any defects, except as has not had, and would not have reasonably be expected to have, a Material Adverse Effect. With respect to the property and assets it leases, the Company is in compliance with such leases and holds a valid leasehold interest free of any liens, claims or encumbrances other than (i) those of the lessors of such property or assets; (ii) Permitted Liens; or (iii) those that would not have any Material Adverse Effect. (be) To The Company and its Subsidiaries own or otherwise have the Investees’ Knowledge, legal right to use all tangible assets comprising the FIE has maintained its properties and assets in good repair, working order and operating condition IT Systems that are (i) material to the conduct of the Business as currently conducted or (ii) reasonably necessary in all material respects subject only to ordinary wear manufacture the goods and tear, and all such tangible assets are adequate and suitable in all material respects for to provide the purpose for which they are presently being used. (c) The FIE does not own services that the Company or any real propertyof its Subsidiaries has a contractual obligation to manufacture or provide pursuant to any Company Material Contract. The FIE leases all real properties necessary to conduct execution and delivery by the Company of this Agreement, the performance by the Company of its business covenants and operations as presently conducted. The leased properties are adequate for obligations hereunder and the conduct consummation by the Company of the business transactions contemplated hereby will not result in the material loss of rights or materially impair or alter the right of the FIE as presently conducted. To the Investees’ KnowledgeCompany and its Subsidiaries to use any such information technology, except as set forth in Section 11(c) of the Disclosure Scheduletelecommunications, each of the Leases is legal, valid, binding, in full force and effect and enforceable against each party thereto. To the Investees’ Knowledge, the FIE is not in material default, violation network or breach under any Leases. The FIE has good title to its leasehold interest subject to no Lien other than (i) Permitted Liens; or (ii) those arise in the Ordinary Course of Business and which do not materially impair the FIE’s leasehold interest or use of such leased property or assetsperipheral equipment.

Assets and Properties. (a) To the Investees’ Knowledge, the Company The Borrower and each of its Restricted Subsidiaries has good and marketable (i) legal title to all the of its material assets and properties (tangible and intangible, real or personal) owned by it or (ii) a valid leasehold interest in all of its material leased assets, whether realand all such assets and property are free and clear of all Liens, personal except Liens permitted under Section 7.03(b). All of the material assets and properties owned by, leased to or mixed used by the Borrower and/or each such Restricted Subsidiary of the Borrower are in adequate operating condition and whether tangible repair, ordinary wear and tear excepted. (a) The Borrower and each Restricted Subsidiary owns, or intangibleis licensed to use, reflected as owned all Intellectual Property including without limitation all trademarks, service marks, trade names, trade dress, copyrights, patents, designs and other intellectual property rights necessary for, used in, or held for use in, their respective businesses, and the conduct of their respective businesses, including the use of such Intellectual Property by the Borrower and the Restricted Subsidiaries, does not infringe upon, misappropriate, or otherwise violate the rights of any other Person, except for any such infringement, misappropriation, or other violation that, individually or in the Financial Statements of the Companyaggregate, except as would not have reasonably be expected to result in a Material Adverse Effect. With respect to No claim has been asserted and is pending by any Person challenging or questioning the property and assets it leasesuse of any Intellectual Property by the Borrower or any Restricted Subsidiary, or the validity or effectiveness of any such Intellectual Property, nor does the Borrower know any valid basis for any such claim. To the knowledge of the Borrower, there is no infringement, misappropriation or other violation by any Person of Intellectual Property necessary for, used in, or held for use in, the Company is in compliance with such leases and holds a valid leasehold interest free of any liens, claims or encumbrances other than (i) those respective businesses of the lessors of Borrower or any Restricted Subsidiary, except for such property infringement, misappropriation or assets; (ii) Permitted Liens; other violation that, individually or (iii) those that would in the aggregate, could not have any reasonably be expected to result in a Material Adverse Effect. (b) To Neither this Agreement nor any other Loan Document, nor any transaction contemplated under any such agreement, will affect any right, title or interest of the Investees’ Knowledge, the FIE has maintained its properties Borrower or such Restricted Subsidiary in and to any of such assets in good repair, working order and operating condition in all material respects subject only a manner that would reasonably be expected to ordinary wear and tear, and all such tangible assets are adequate and suitable in all material respects for the purpose for which they are presently being usedhave a Material Adverse Effect. (c) The FIE does not own any real property. The FIE leases all real properties necessary to conduct its business and operations as presently conducted. The leased properties are adequate for the conduct of the business of the FIE as presently conducted. To the Investees’ Knowledge, except as set forth in Section 11(c) of the Disclosure Schedule, each of the Leases is legal, valid, binding, in full force and effect and enforceable against each party thereto. To the Investees’ Knowledge, the FIE is not in material default, violation or breach under any Leases. The FIE has good title to its leasehold interest subject to no Lien other than (i) Permitted Liens; or (ii) those arise in the Ordinary Course of Business and which do not materially impair the FIE’s leasehold interest or use of such leased property or assets.

Assets and Properties. 8.1 The assets included in the Management Accounts or acquired by the Group since the Management Accounts Date (aother than trading stock Disposed of since that date in the ordinary course of business) To and all other assets used or employed by the Investees’ Knowledge, Group are the absolute property of the Company has good free from any lien, and marketable title to all the properties and assets, whether real, personal or mixed and whether tangible or intangible, reflected as owned such assets are in the Financial Statements possession or under the control of the Company, except as would not have a Material Adverse Effect. With respect to the property and assets it leases, the Company is in compliance with such leases and holds a valid leasehold interest free of any liens, claims or encumbrances other than (i) those of the lessors of such property or assets; (ii) Permitted Liens; or (iii) those that would not have any Material Adverse EffectGroup. (b) To the Investees’ Knowledge8.2 All machinery, the FIE has maintained its properties vehicles, equipment and assets other tangible personal property owned or leased by a Group Company are in good repair, working order condition and operating condition repair in all material respects subject only to ordinary (reasonable wear and tear, and all such tangible tear excepted). The foregoing assets are adequate and suitable collectively represent in all material respects for the purpose for which they are presently being used. all assets (cincluding all rights and properties) The FIE does not own any real property. The FIE leases all real properties necessary to conduct its business and operations as presently conducted. The leased properties are adequate for the conduct of the business of each Group Company in the FIE manner as presently conducted. To the Investees’ Knowledge, except as set forth in Section 11(c) . 8.3 No member of the Disclosure ScheduleGroup owns any real property in Hong Kong or any part of the world. 8.4 All information in relation to the Tenancy Agreements contained in this Agreement (including the Recitals and the Schedules) and the lease to be entered into by Swiss Bellefontaine International SARL in relation to the leasing for a spa centre in Geneva given by the Vendor and/or his professional advisers during the negotiations prior to the signing of this Agreement is true and accurate in all respects and not misleading in any respect. 8.5 Complete and true copies of all the Tenancy Agreements, including all correspondences between the relevant parties to the Tenancy Agreements in relation to the variation of terms and conditions of the same and/or the extension of the term of the tenancy that have been provided to the Purchaser and/or its professional advisers before Completion are valid, effective and enforceable in accordance with its terms by the parties thereto as at the date of this Agreement. 8.6 The Group has paid all rent, management fees, licence fees (if applicable) and all other outgoings which have become due in respect of the Leased Properties and the relevant member of the Group performed and observed all its obligations under the relevant Tenancy Agreement entered into by it in respect of the relevant Leased Properties in all material respects and the Vendor is not aware of any breach of the relevant Tenancy Agreement and no use of any of the properties contravenes any provisions contained in the relevant Tenancy Agreements relating to the permitted user of the properties. 8.7 No notice in writing to terminate has been given by any party to any of the Tenancy Agreements. 8.8 Each of the Leased Properties is being used for lawful purposes, which is permitted by the relevant tenancy agreement and the actual occupation has not violated any relevant land, construction or user regulations applicable to the Leased Properties. 8.9 No member of the Group has received: (a) any notice from any person that the present user of the Leased Properties is in contravention of any applicable laws, orders or official directions; (b) any notice from any person that anything done or omitted on any of the Leased Properties or any part thereof is in contravention of any applicable laws, regulations, orders or official directions; (c) any notices, complaints or requirements issued by any governmental body, authority or department in respect of the Leased Properties or any part thereof; (d) any notice of any proposals made by any governmental body, authority or department concerning the compulsory acquisition or resumption of any of the Leased Properties or any part thereof or which would adversely affect the Leased Properties or any part thereof; nor (e) notice of any orders, restrictions or notices affecting the Leased Properties which might adversely affect the value of the Leased Properties or any part thereof. 8.10 The current use of each of the Leases Leased Properties is legalin compliance with the provisions, validcovenants, bindingterms and conditions of any conditions and any regulations in force relating to the Leased Properties. 8.11 So far as the Vendor is aware, there are no outstanding complaints or orders of any district or other authority affecting the Leased Properties or the use thereof or the owner and there are no pending applications in full force and effect and enforceable against each party thereto. To respect of the Investees’ Knowledge, the FIE is not in material default, violation or breach under any Leases. The FIE has good title to its leasehold interest subject to no Lien other than (i) Permitted Liens; or (ii) those arise in the Ordinary Course of Business and which do not materially impair the FIE’s leasehold interest or use of such leased property or assetsLeased Properties.

Assets and Properties. (a) To Section 4.7 of the Investees’ KnowledgeDisclosure Schedule lists all real property and interests in real property owned (the “Owned Real Property”), or leased or subleased (the “Leased Real Property”), by the Company or any of its Subsidiaries as of the date hereof. Prior to the date hereof, the Company has good made available to Buyer true and complete copies of all lease and sublease agreements applicable to the Leased Real Property (the “Leases”). Except for defects in title (or other Liens) or failures to be in full force and effect which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, each of the Company and its Subsidiaries has good, valid and marketable fee simple title to all the properties and assetsOwned Real Property, whether real, personal or mixed and whether tangible or intangible, reflected as owned a valid leasehold interest in the Financial Statements Leased Real Property (including all rights, title, privileges and appurtenances pertaining or relating thereto). Each Lease is valid, binding and enforceable in accordance with its terms and neither the Company or any of its Subsidiaries nor, to the Company’s knowledge, except any other party to any Lease, is in breach or default under such Lease, and, to the Company’s knowledge, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such leases or subleases, in each case expect as would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. With respect to the property and assets it leases, the Company is in compliance with such leases and holds a valid leasehold interest free of any liens, claims or encumbrances other than (i) those of the lessors of such property or assets; (ii) Permitted Liens; or (iii) those that would not have any Material Adverse Effect. (b) To the Investees’ Knowledge, the FIE has maintained its properties and assets in good repair, working order and operating condition in all material respects subject only to ordinary wear and tear, and all such tangible assets are adequate and suitable in all material respects for the purpose for which they are presently being used. (c) The FIE does not own any real property. The FIE leases all real properties necessary to conduct its business and operations Except as presently conducted. The leased properties are adequate for the conduct of the business of the FIE as presently conducted. To the Investees’ Knowledge, except as set forth disclosed in Section 11(c4.7(a) of the Disclosure Schedule, each neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted to any Person the right to use or occupy the Owned Real Property or Leased Real Property or any portion thereof. The Owned Real Property and the Leased Real Property is the only real property or interests in real property used or held for use in the operation of the Leases is legalbusiness of the Company and its Subsidiaries. (b) Each of the Company and its Subsidiaries has title to, validor a leasehold interest in, bindingas applicable, all personal property used in their respective businesses, free and clear of any and all Liens, except for defects in title or failures to be in full force and effect and enforceable against each party thereto. To the Investees’ Knowledgewhich would not, the FIE is not in material default, violation individually or breach under any Leases. The FIE has good title to its leasehold interest subject to no Lien other than (i) Permitted Liens; or (ii) those arise in the Ordinary Course aggregate, reasonably be expected to have a Company Material Adverse Effect. Such personal property and the structural elements of Business the Owned Real Property and which do not materially impair the FIE’s leasehold interest or use of such leased property or assetsLeased Real Property (taken as a whole) are in good operating condition and repair, ordinary wear and tear excepted.

Assets and Properties. (a) To the Investees’ Knowledge, the Company The Borrower and each of its Restricted Subsidiaries has good and marketable (i) legal title to all the of its material assets and properties (tangible and intangible, real or personal) owned by it or (ii) a valid leasehold interest in all of its material leased assets, whether realand all such assets and property are free and clear of all Liens, personal except Liens permitted under Section 7.03(b). All of the material assets and properties owned by, leased to or mixed used by the Borrower and/or each such Restricted Subsidiary of the Borrower are in adequate operating condition and whether tangible repair, ordinary wear and tear excepted. (b) The Borrower and each Restricted Subsidiary owns, or intangibleis licensed to use, reflected as owned all Intellectual Property including without limitation all trademarks, service marks, trade names, trade dress, copyrights, patents, designs and other intellectual property rights necessary for, used in, or held for use in, their respective businesses, and the conduct of their respective businesses, including the use of such Intellectual Property by the Borrower and the Restricted Subsidiaries, does not infringe upon, misappropriate, or otherwise violate the rights of any other Person, except for any such infringement, misappropriation, or other violation that, individually or in the Financial Statements of the Companyaggregate, except as would not have reasonably be expected to result in a Material Adverse Effect. With respect to No claim has been asserted and is pending by any Person challenging or questioning the property and assets it leasesuse of any Intellectual Property by the Borrower or any Restricted Subsidiary, or the validity or effectiveness of any such Intellectual Property, nor does the Borrower know any valid basis for any such claim. To the knowledge of the Borrower, there is no infringement, misappropriation or other violation by any Person of Intellectual Property necessary for, used in, or held for use in, the Company is in compliance with such leases and holds a valid leasehold interest free of any liens, claims or encumbrances other than (i) those respective businesses of the lessors of Borrower or any Restricted Subsidiary, except for such property infringement, misappropriation or assets; (ii) Permitted Liens; other violation that, individually or (iii) those that would in the aggregate, could not have any reasonably be expected to result in a Material Adverse Effect. (bc) To Neither this Agreement nor any other Loan Document, nor any transaction contemplated under any such agreement, will affect any right, title or interest of the Investees’ Knowledge, the FIE has maintained its properties Borrower or such Restricted Subsidiary in and to any of such assets in good repair, working order and operating condition in all material respects subject only a manner that would reasonably be expected to ordinary wear and tear, and all such tangible assets are adequate and suitable in all material respects for the purpose for which they are presently being usedhave a Material Adverse Effect. (c) The FIE does not own any real property. The FIE leases all real properties necessary to conduct its business and operations as presently conducted. The leased properties are adequate for the conduct of the business of the FIE as presently conducted. To the Investees’ Knowledge, except as set forth in Section 11(c) of the Disclosure Schedule, each of the Leases is legal, valid, binding, in full force and effect and enforceable against each party thereto. To the Investees’ Knowledge, the FIE is not in material default, violation or breach under any Leases. The FIE has good title to its leasehold interest subject to no Lien other than (i) Permitted Liens; or (ii) those arise in the Ordinary Course of Business and which do not materially impair the FIE’s leasehold interest or use of such leased property or assets.