Common use of Assets and Real Property Clause in Contracts

Assets and Real Property. (a) Except as set forth on Section 3.8 of the Companies Disclosure Schedule, neither any Company nor any Subsidiary of a Company owns any real property. Section 3.8 of the Companies Disclosure Schedule sets forth all the material real property leased by the Companies and their Subsidiaries (the "Leased Real Property"). Either one of the Companies or their Subsidiaries has a valid leasehold interest and is in possession of the Leased Real Property. All Contracts governing the Leased Real Property (the "Real Property Leases") are valid, binding and enforceable in accordance with their terms and are in full force and effect, except where the failure to be valid, binding and enforceable would not result in a Material Adverse Effect on the Companies. Seller has provided to Buyer a copy of each Real Property Lease that is complete and correct in all material respects. Except as set forth on Section 3.8 of the Companies Disclosure Schedule and except as would not have a Material Adverse Effect on the Companies, the Companies and their Subsidiaries have valid and legal title to, a valid leasehold interest in, or rights to the, assets and properties necessary to operate the business of the Companies and their Subsidiaries in the ordinary course of business and consistent with past practice. To Seller's Knowledge, except for Permitted Encumbrances of the Companies and their Subsidiaries, the Leased Real Property is not subject to any rights of way, building use restrictions, easements, reservations or limitations which would restrict the Companies or their Subsidiaries from conducting their business after the Closing consistent with past practice. To Seller's Knowledge, neither the whole nor any portion of the Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor has any such condemnation, expropriation or taken been proposed. (b) Either one of the Companies or their Subsidiaries has good and valid title to all personal property assets (tangible and intangible) owned by one or more of the Companies or any of their Subsidiaries, free and clear of all Encumbrances, except for Permitted Encumbrances of the Companies and their Subsidiaries.

Assets and Real Property. (a) Except as set forth on Section 3.8 Schedule 2.8(a) of the Companies Disclosure ScheduleSchedules or to the extent exclusively used in the Excluded Businesses, neither any the Company nor any Subsidiary has good and valid title to or, in the case of a Company owns any real leased property. Section 3.8 , good and valid leasehold interests in, all of the Companies Disclosure Schedule sets forth all assets and property owned, used regularly or held for regular use in connection with or necessary for the material real property leased by the Companies and their Subsidiaries (the "Leased Real Property"). Either one conduct of the Companies or their Subsidiaries has a valid leasehold interest and is in possession business of the Leased Real Property. All Contracts governing Company in the Leased Real Property manner it is currently conducted, including those reflected on the on the unaudited balance sheet of the Company as of February 2, 2013, (but excluding the "Real Property Leases"Excluded Businesses and any such assets and properties sold, consumed or otherwise disposed of in the Ordinary Course of Business since February 2, 2013), free and clear of all Liens, other than Permitted Liens. (b) are validExcept as set forth on Schedule 2.8(b) of the Disclosure Schedules or for the Excluded Assets, binding and enforceable (i) all of the tangible property of the Company has been maintained in accordance with their terms and are in full force and effect, except where the failure to be valid, binding and enforceable would not result in a Material Adverse Effect on the Companies. Seller has provided to Buyer a copy of each Real Property Lease that is complete and correct normal industry practice in all material respects, is in good operating condition and repair (subject to normal wear and tear), and is suitable for the purposes for which it is presently used and (ii) none of the tangible property of the Company is in the possession of others (including bailees and warehousemen) and the Company holds no property on consignment. (c) The Company does not own in fee any real property interests. (d) Except to the extent exclusively related to the Excluded Businesses, Schedule 2.8(d) of the Disclosure Schedules sets forth (whether as lessee or lessor) a complete and accurate list of all leases of real property (such real property, the “Leased Real Property”) to which the Company is a party or by which it is bound (each a “Real Property Lease” and collectively the “Real Property Leases”). Except as set forth on Section 3.8 Schedule 2.8(d) of the Companies Disclosure Schedule Schedules, each Real Property Lease is valid and except as would not have a Material Adverse Effect binding on the CompaniesCompany and, to the Seller’s Knowledge, on the other parties thereto, and is in full force and effect and, and subject to Seller’s Knowledge, enforceable against the parties thereto, subject further to bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting the rights and remedies of creditors generally and general equitable principles. Except as set forth on Schedule 2.8(d) of the Disclosure Schedules, the Companies and their Subsidiaries have valid and legal title toCompany and, a valid leasehold interest into the Seller’s Knowledge, or rights to the, assets and properties necessary to operate the business each of the Companies and their Subsidiaries other parties thereto, is not in the ordinary course of business and consistent with past practice. To Seller's Knowledge, except for Permitted Encumbrances of the Companies and their Subsidiaries, the Leased material default under each Real Property is not subject to any rights of wayLease. Other than the Real Property Leases, building use restrictions, easements, reservations or limitations which would restrict the Companies or their Subsidiaries from conducting their business after the Closing consistent with past practice. To Seller's Knowledge, neither the whole nor any portion none of the Leased Real Property is subject to any governmental decree lease, sublease, license or order other agreement granting to be sold any Person any right to the use, occupancy or is being condemned, expropriated enjoyment of such Leased Real Property or otherwise taken by any public authority with or without payment of compensation therefor, nor has any such condemnation, expropriation or taken been proposedpart thereof. (be) Either one True and accurate copies of the Companies or their Subsidiaries has good written Real Property Leases (including all amendments and valid title modifications thereto) have been provided to all personal property assets Buyer. (tangible and intangiblef) owned by one or more This Section 2.8 does not relate to matters relating to Intellectual Property, which are the subject of the Companies or any of their Subsidiaries, free and clear of all Encumbrances, except for Permitted Encumbrances of the Companies and their SubsidiariesSection 2.11.

Assets and Real Property. (a) Except as set forth on Section 3.8 Schedule 3.9(a), the Company is the sole owner of all right, title, and interest in and to all assets reflected on the Companies Disclosure ScheduleBalance Sheet (the "Assets") and all other assets and property, neither any Company nor any Subsidiary of a Company owns any real property. Section 3.8 of the Companies Disclosure Schedule sets forth all the material real property and personal, tangible and intangible, owned or leased by the Companies Company (collectively, and their Subsidiaries (together with the Assets, the "Leased Real Property"). Either one , and there exists no restriction on the use or transfer of the Companies or their Subsidiaries has a valid leasehold interest and Property. No Property is in the possession of others and the Leased Real PropertyCompany holds no property on consignment. All Contracts governing the Leased Real Property (the "Real Property Leases") are validThe Company has good and marketable, binding and enforceable in accordance with their terms and are in full force and effect, except where the failure to be valid, binding and enforceable would not result in a Material Adverse Effect on the Companies. Seller has provided to Buyer a copy of each Real Property Lease that is complete and correct in all material respects. Except as set forth on Section 3.8 of the Companies Disclosure Schedule and except as would not have a Material Adverse Effect on the Companies, the Companies and their Subsidiaries have valid and legal or indefeasible title to, or a valid leasehold interest in, or rights to the, assets and properties necessary to operate the business of the Companies and their Subsidiaries in the ordinary course of business and consistent with past practice. To Seller's Knowledge, except for Permitted Encumbrances of the Companies and their Subsidiaries, the Leased Real Property is not subject to any rights of way, building use restrictions, easements, reservations or limitations which would restrict the Companies or their Subsidiaries from conducting their business after the Closing consistent with past practice. To Seller's Knowledge, neither the whole nor any portion of the Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor has any such condemnation, expropriation or taken been proposed. (b) Either one of the Companies or their Subsidiaries has good and valid title to all personal property assets (tangible and intangible) owned by one or more of the Companies or any of their SubsidiariesProperty, free and clear of all EncumbrancesLiens, except for other than Permitted Encumbrances Liens. Upon the Closing, good and marketable, valid or indefeasible title to the Property shall continue to be vested in the Company free and clear of all Liens, other than Permitted Liens. (b) All of the Companies tangible Property has been maintained in accordance with normal industry practice, is in good operating condition and their Subsidiariesrepair (subject to normal wear and tear), and is suitable for the purposes for which it is presently used and proposed to be used. (c) The Company does not own, and has not at any time owned, either directly or indirectly, any real property, including, without limitation, buildings, plants, warehouses, facilities and other improvements and fixtures on any real property and appurtenances to any real property ("Real Property"). Except as shown on Schedule 3.9(c), the Company does not lease, and has not at anytime leased, any Real Property under a lease that can be considered an operating lease for financial accounting purposes under GAAP. The Company is not, and has never, constituted an operator or owner of a facility from which there has been a release of a Hazardous Substance, as such term is defined in CERCLA that would give rise to liability under CERCLA. Set forth on Schedule 3.9(c) hereto is a description of each lease under which the Company is the lessee of any real property. The Company has made available to TALX a true, correct and complete copy of each lease identified on Schedule 3.9

Assets and Real Property. (a) Except as set forth on Section 3.8 Schedule 2.9(a) of the Companies Company Disclosure Schedule, neither any the Company nor any Subsidiary and its Subsidiaries have good and valid title to or, in the case of a Company owns any real leased property. Section 3.8 , good and valid leasehold interests in, all of the Companies Disclosure Schedule sets forth all assets and property used regularly or held for regular use in connection with or necessary for the material real property leased by the Companies and their Subsidiaries (the "Leased Real Property"). Either one conduct of the Companies or their Subsidiaries has a valid leasehold interest and is in possession business of the Leased Real Property. All Contracts governing Company or its Subsidiaries, including those reflected on the Leased Real Property Balance Sheet, (but excluding any such assets and properties sold, consumed or otherwise disposed of in the "Real Property Leases") are validOrdinary Course of Business since the date of the Balance Sheet), binding free and enforceable clear of all Liens, other than Permitted Liens and except for such defects in accordance with their terms and are in full force and effect, except where the failure to be valid, binding and enforceable title that would not result in a Material Adverse Effect material liability to the Company or its Subsidiaries. (b) Except as set forth on Schedule 2.9(b) of the Companies. Seller Company Disclosure Schedule, (i) all of the tangible property of the Company and its Subsidiaries has provided to Buyer a copy of each Real Property Lease that is complete and correct been maintained in accordance with normal industry practice in all material respects, is in good operating condition and repair (subject to normal wear and tear), and is suitable for the purposes for which it is presently used and (ii) none of the tangible property of the Company and its Subsidiaries is in the possession of others (including bailees and warehousemen) and neither the Company nor any of its Subsidiaries holds any property on consignment. (c) The Company does not own in fee any real property interests. Schedule 2.9(c) of the Company Disclosure Schedule sets forth a complete and accurate list of all real property previously owned in fee by the Company and its Subsidiaries since January 1, 2001. (d) Schedule 2.9(d) of the Company Disclosure Schedule sets forth sets forth (whether as lessee or lessor) a complete and accurate list of all leases of real property (such real property, the “Leased Real Property”) to which the Company or its Subsidiaries is a party or by which it is bound (each a “Real Property Lease” and collectively the “Real Property Leases”). Except as set forth on Section 3.8 Schedule 2.9(d), each Real Property Lease is valid and binding on the Company and/or its Subsidiaries, as the case may be, and, to the Company’s knowledge, on the other parties thereto, and is in full force and effect and, subject to the Company’s knowledge, enforceable against the parties thereto, subject further to bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting the rights and remedies of creditors generally and general equitable principles. Except as set forth on Schedule 2.9(d) of the Companies Company Disclosure Schedule, each of the Real Property Leases (in the case of the PRC Subsidiaries) is properly registered with the relevant housing bureau in accordance with applicable PRC laws. Except as set forth on Schedule and except as would not have a Material Adverse Effect on 2.9(d) of the CompaniesCompany Disclosure Schedule, the Companies and their Subsidiaries have valid and legal title toCompany and/or its Subsidiaries, a valid leasehold interest inas the case may be, or rights and, to thethe Company’s knowledge, assets and properties necessary to operate the business each of the Companies and their Subsidiaries other parties thereto, is not in the ordinary course of business and consistent with past practice. To Seller's Knowledge, except for Permitted Encumbrances of the Companies and their Subsidiaries, the Leased material default under each Real Property is not subject to any rights of wayLease. Other than the Real Property Leases, building use restrictions, easements, reservations or limitations which would restrict the Companies or their Subsidiaries from conducting their business after the Closing consistent with past practice. To Seller's Knowledge, neither the whole nor any portion none of the Leased Real Property is subject to any governmental decree lease, sublease, license or order other agreement granting to be sold any Person any right to the use, occupancy or is being condemned, expropriated enjoyment of such Leased Real Property or otherwise taken by any public authority with or without payment of compensation therefor, nor has any such condemnation, expropriation or taken been proposedpart thereof. (be) Either one True and accurate copies of the Companies written Real Property Leases (including all amendments and modifications thereto) have been provided or their Subsidiaries has good made available in the Electronic Dealroom. (f) ASG Asia Investments Company Limited and valid title to all personal property WII is each a pure investment holding company, with no business operations, employees, assets or property, other than (tangible and intangiblein the case of ASG Asia) owned by one or more of its interest in the Companies or any of their relevant PRC Subsidiaries, free and clear (in the case of all EncumbrancesWII), except for Permitted Encumbrances its interest in Shanghai ASG Trading Co., Ltd. (g) This Section 2.9 does not relate to matters relating to Intellectual Property, which are the subject of the Companies and their SubsidiariesSection 2.13.

Assets and Real Property. (a) Except as set forth on Section 3.8 Schedule 2.9(a) or except for any tangible personal property disposed of by any of the Acquired Companies Disclosure Schedule, neither any Company nor any Subsidiary in the Ordinary Course of a Company owns any real property. Section 3.8 Business since the date of the Balance Sheet, the Acquired Companies Disclosure Schedule sets forth are the only owners of all right, title, and interest in and to (i) all assets reflected as being owned by them on the material Balance Sheet and (ii) all other assets and property, real and personal, tangible and intangible (including, without limitation, all Intellectual Property), owned by them (items (i) and (ii) collectively, the "Assets", and together with all property leased by the Companies and their Subsidiaries (or licensed to any Company, the "Leased Real Property"). Either one , and, except as set forth on Schedule 2.9(a), there exists no restriction on the use or transfer of the Companies or their Subsidiaries has a valid leasehold interest and is in possession of the Leased Real Property. All Contracts governing the Leased Real Property (the "Real Property Leases") are valid, binding and enforceable in accordance with their terms and are in full force and effect, except where the failure to be valid, binding and enforceable would not result in a Material Adverse Effect on the Companies. Seller has provided to Buyer a copy of each Real Property Lease that is complete and correct in all material respects. Except as set forth on Section 3.8 Schedule 2.9(a), no Property is in the possession of others and none of the Acquired Companies Disclosure holds any Property on consignment. Except as set forth on Schedule 2.9(a), each of the Acquired Companies has good and except as would not have a Material Adverse Effect on the Companies, the Companies and their Subsidiaries have valid and legal indefeasible title to, or a valid leasehold interest in, or rights to the, assets and properties necessary to operate the business all of the Companies and their Subsidiaries in the ordinary course of business and consistent with past practice. To Seller's Knowledge, except for Permitted Encumbrances of the Companies and their Subsidiaries, the Leased Real Property is not subject to any rights of way, building use restrictions, easements, reservations or limitations which would restrict the Companies or their Subsidiaries from conducting their business after the Closing consistent with past practice. To Seller's Knowledge, neither the whole nor any portion of the Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor has any such condemnation, expropriation or taken been proposed. (b) Either one of the Companies or their Subsidiaries has good and valid title to all personal property assets (tangible and intangible) owned by one or more of the Companies or any of their Subsidiariesits Property, free and clear of all EncumbrancesLiens, except other than (i) Liens for Permitted Encumbrances Taxes not yet due, and (ii) easements for public utilities, none of which materially interfere with or materially adversely affect the operation, use and/or enjoyment of the Property affected thereby. Immediately following the Closing, each of the Acquired Companies shall continue to be vested with good and their Subsidiariesindefeasible title to, or a valid leasehold interest in, its Property. (b) All of the tangible Property has been maintained in accordance with normal industry practice, is in good operating condition and repair (subject to normal wear and tear), and is adequate for the purposes for which it is presently used. (c) Set forth on Schedule 2.9(c)(i) is a legal description of each parcel of real property owned and a municipal address for each parcel of real property leased or otherwise occupied by each of the Acquired Companies (collectively, the "Real Property"). There is no pending or, to the knowledge of the Company, threatened condemnation proceeding, administrative action or judicial proceeding of any type relating to the Real Property or other matters affecting adversely the current use, occupancy or value of the Real Property. To the Company's knowledge, the Real Property does not serve any adjoining property for any purpose inconsistent with each Acquired Company's use of the Real Property, and the Real Property is not located within any flood plain or subject to any similar type of restriction for which any permits or licenses necessary to the use thereof have not been obtained. No Person (other than an Acquired Company) is in possession of any of the Real Property. All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and other utilities and systems serving the Real Property are sufficient to enable the continued operation of the Real Property as currently operated by the Acquired Companies. All certificates of occupancy, permits, licenses, approvals and other authorizations required in connection with the current operation of the Acquired Companies on the Real Property have been lawfully issued to the relevant Acquired Company and are, as of the date hereof, and will be following the consummation of the transactions contemplated hereby, in full force and effect. All Real