Common use of Ownership of Assets and Leases Clause in Contracts

Ownership of Assets and Leases. Attached hereto as Exhibit 4.9(a) is a complete and correct list and brief description, as of the date of this Agreement, of all real property and material items of personal property owned by the Company and all of the leases and other agreements relating to any real, personal or intangible property owned, used, licensed or leased by the Company. The Company has good and marketable title to all of its assets, including those listed on Exhibit (a) and any income or revenue generated therefrom, in each case free and clear of any liens, claims, charges, options, rights of tenants or other encumbrances, except, (i) as disclosed and reserved against in the Financial Statements (to the extent and in the amounts so disclosed and reserved against), (ii) for liens arising from current taxes not yet due and payable and (iii) as set forth on Exhibit 4.9(b). Each of the Company's leases and agreements is in full force and effect and constitutes a legal, valid and binding obligation of the Company and the other respective parties thereto, enforceable in accordance with its terms, except as enforceability may be limited by applicable equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws from time to time in effect affecting the enforcement of creditors' rights generally, and, there is not under any of such leases or agreements existing any default of the Company, or to the best of the Company's or ▇▇▇▇▇▇'▇ knowledge of any other parties thereto (or event or condition which, with notice or lapse of time, or both, would constitute a default). The Company has not received any notice of violation of any applicable regulation, ordinance or other law with respect to its operations or assets, and, to the best of the Company's knowledge there is not any such violation or grounds therefor which could adversely affect their assets or the conduct of its business. The Company is not a party to any contract or obligation whereby an absolute or contingent right to purchase, obtain or acquire any rights in any of the assets has been granted to anyone. There does not exist and will not exist by virtue of the transactions contemplated by this Agreement any claim or right of third persons which may be legally asserted against any of the Company's assets.

Ownership of Assets and Leases. (a) Attached hereto as Exhibit Schedule 4.9(a) is a complete and correct list and brief description, as of the date of this Agreement, of all real property and material items of personal property owned by the Company and all of the leases and other agreements relating to any real, personal or intangible property owned, used, licensed or leased by the Company. The Company has good and marketable title to all of its assets, including those listed on Exhibit (a) Schedule 4.9(a), and any income or revenue generated therefrom, in each case free and clear of any liens, claims, charges, options, rights of tenants or other encumbrances, except, except (i) as disclosed and reserved against in the Financial Statements and the February 28, 2005 Financial Statements (to the extent and in the amounts so disclosed and reserved against), (ii) for liens arising from current taxes not yet due and payable payable, and (iii) as separately and specifically set forth on Exhibit 4.9(bSchedule 4.9(a). Each of the Company's leases and agreements of the Company is in full force and effect and constitutes a legal, valid and binding obligation of the Company and the other respective parties thereto, enforceable in accordance with its terms, except as enforceability may be limited by applicable equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws from time to time in effect affecting the enforcement of creditors' rights generally, and, there . There is not under any of such leases or agreements existing any default of the CompanyCompany or, or to the best of the Company's or Thomas's knowledge, of a▇▇ ▇▇▇▇▇▇'▇ knowledge of any other parties thereto (or event or condition which, with notice or lapse of time, or both, would constitute a default). The Company has not received any notice of violation of any applicable regulation, ordinance or other law with respect to its operations or assets, assets and, to the best of the Company's knowledge there is not or Thomas's knowledge, ther▇ ▇▇ ▇▇t any such violation or grounds therefor which could materially adversely affect their its assets or the conduct of its business. The Company is not a party to any contract or obligation whereby an absolute or contingent right to purchase, obtain or acquire any rights in any of the assets has been granted to anyone. There does not exist and will not exist by virtue of the transactions contemplated by this Agreement any claim or right of third persons which may be legally asserted against any material asset of the Company. (b) The Company's assetsmain facility, located at 4365 Arnold Avenue, Naple▇, ▇▇▇▇▇▇▇ (the "Main Facility"), is leased by the Company pursuant to that certain Lease Agreement dated April 25, 2000, as amended by First Amendment to Lease Agreement dated August 2003, by and between Naples Hawaii, LLC (successor in interest to Ogden Manor Partnership, ▇▇▇.), as landlord, and the Company, as tenant, a true, correct and complete copy of which lease, and all amendments and modifications thereof, is attached hereto as a part of Schedule 4.9(b) (the "Main Facility Lease"). The Company also leases property located at (i) 4327 Arnold Avenue, Naples, ▇▇▇▇▇▇▇, pursuant to that certain Lease Agreement dated January 1, 2003, by and between Thomas, as landlord, and ▇▇▇ ▇▇mpany, as tenant (the "4327 Lease"); (ii) 4265 Arnold Avenue, Naples, ▇▇▇▇▇▇▇, pursuant to that certain Lease dated August 28, 2003, by and between Russ Grant, as landlord, a▇▇ ▇▇▇ ▇▇▇pany, as tenant (the "4344 Lease"); (iii) 4405 Arnold Avenue, Napl▇▇, ▇▇▇▇▇▇▇, pursuant to a verbal lease by and between Gulfside Construction and Equipment, Inc., as landlord, and the Company, as tenant, as evidenced by letters from the Company to Gulfside Construction and Equipment, Inc. dated October 10, 2001, and from Gulfside Construction and Equipment, Inc. to the Company dated December 1, 2003 (the "4405 Lease"); and (iv) 4206 Arnold Avenue, Naples, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ to that certain Lease Agreement dated August 18, 2004, by and between Thomas, as landlord, an▇ ▇▇▇ Company, as tenant (the "4206 Lease," and, together with the 4327 Lease, the 4344 Lease and the 4405 Lease, the "Ancillary Facilities Leases"), true, correct and complete copies of which Ancillary Facilities Leases, and all amendments and modifications thereof, are attached hereto as a part of Schedule 4.9(b). Thomas hereby represents ▇▇▇ warrants that the rent payable under the 4206 Lease is at or below local market rates. (c) To the knowledge of Thomas and the Company, t▇▇ ▇▇▇n Facility and the properties covered by the Ancillary Facilities Leases (the "Ancillary Facilities"), and the use thereof, is in compliance with all applicable zoning laws, rules, regulations and ordinances in all material respects, and all structures thereon are in compliance with applicable building codes, rules and regulations in all material respects, except that, notwithstanding the above, no certificates of occupancy have been issued to the Company for the Main Facility or for any of the Ancillary Facilities. Thomas hereby covenants an▇ ▇▇▇▇es, at the Surviving Corporation's cost and expense, to use commercially reasonable efforts to obtain, as soon as commercially practicable but in no event later than two (2) years from the Closing Date, issuance to the Surviving Corporation of permanent certificates of occupancy for the Main Facility and all of the Ancillary Facilities by the applicable governmental authority, including undertaking and completing any improvements or modifications required to the Main Facility or to any of the Ancillary Facilities to the extent necessary to so obtain a permanent certificate of occupancy. Thomas hereby represents ▇▇▇ ▇▇rrants that the cost of obtaining all such certificates of occupancy (including without limitation the costs of any improvements or modifications required to the Main Facility or to any of the Ancillary Facilities to the extent necessary to so obtain same) shall not exceed $100,000 in the aggregate.

Ownership of Assets and Leases. (a) Attached hereto as Exhibit Schedule 4.9(a) is a complete and correct list and brief description, as of the date of this Agreement, of all real property and material items of personal property owned by the Company and all of the leases and other agreements relating to any real, personal or intangible property owned, used, licensed or leased by the Company. The Company has good and marketable title to all of its assets, including those listed on Exhibit (a) Schedule 4.9(a), and any income or revenue generated therefrom, in each case free and clear of any liens, claims, charges, options, rights of tenants or other encumbrances, except, encumbrances except (i) as disclosed and reserved against in the Financial Statements (to the extent and in the amounts so disclosed and reserved against), (ii) for liens arising from current taxes not yet due and payable payable, and (iii) as separately set forth on Exhibit 4.9(bSchedule 4.9(a). Each of the Company's leases and agreements of the Company is in full force and effect and constitutes a legal, valid and binding obligation of the Company and the other respective parties thereto, enforceable in accordance with its terms, except as enforceability may be limited by applicable equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws from time to time in effect affecting the enforcement of creditors' rights generally, and, and there is not under any of such leases or agreements existing any default of the Company, Company or to the best of the Company's or ▇▇▇▇▇▇'▇ eachSecurityholders' knowledge of any other parties thereto (or event or condition which, with notice or lapse of time, or both, would constitute a default). The Company has not received any notice of violation of any applicable regulation, ordinance or other law with respect to its operations or assets, and, to the best of the Company's knowledge knowledge, there is not any such violation or grounds therefor which could adversely affect their its assets or the conduct of its business. The Company is not a party to any contract or obligation whereby an absolute or contingent right to purchase, obtain or acquire any rights in any of the assets has been granted to anyone. There does not exist and will not exist by virtue of the transactions contemplated by this Agreement any claim or right of third persons which may be legally asserted against any asset of the Company. (b) The Company's assetsmain facility, located at 593▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇'▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇he "Main Facility"), is leased by the Company pursuant to that certain Lease dated January 1, 2001 by and between J. ▇▇▇▇▇, as landlord, and the Company, as tenant, a true, correct and complete copy of which lease, and all amendments and modifications thereof, is attached hereto as Exhibit 4.9(b) (the "Main Facility Lease"). (c) The Main Facility, and the use thereof, is in full compliance with all applicable zoning laws, rules, regulations and ordinances, and all structures thereon are in compliance with applicable building codes, rules and regulations. Attached hereto as Exhibit 4.9(c) is a full and complete copy of the permanent certificate of occupancy for the Main Facility, duly issued to the Company by the applicable governmental authority.

Ownership of Assets and Leases. (a) Attached hereto as Exhibit Schedule 4.9(a) is a complete and correct list and brief description, as of the date of this Agreement, of all real property and material items of personal property owned by the Company and all of the leases and other agreements relating to any real, personal or intangible property owned, used, licensed or leased by the Company. The Company has good and marketable title to all of its assets, including those listed on Exhibit (a) Schedule 4.9(a), and any income or revenue generated therefrom, in each case free and clear of any liens, claims, charges, options, rights of tenants or other encumbrances, except, except (i) as disclosed and reserved against in the Financial Statements and the February 28, 2005 Financial Statements (to the extent and in the amounts so disclosed and reserved against), (ii) for liens arising from current taxes not yet due and payable payable, and (iii) as separately and specifically set forth on Exhibit 4.9(bSchedule 4.9(a). Each of the Company's leases and agreements of the Company is in full force and effect and constitutes a legal, valid and binding obligation of the Company and the other respective parties thereto, enforceable in accordance with its terms, except as enforceability may be limited by applicable equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws from time to time in effect affecting the enforcement of creditors' ’ rights generally, and, there . There is not under any of such leases or agreements existing any default of the CompanyCompany or, or to the best of the Company's ’s or ▇▇▇▇▇▇'’▇ knowledge knowledge, of any other parties thereto (or event or condition which, with notice or lapse of time, or both, would constitute a default). The Company has not received any notice of violation of any applicable regulation, ordinance or other law with respect to its operations or assets, assets and, to the best of the Company's knowledge ’s or ▇▇▇▇▇▇’▇ knowledge, there is not any such violation or grounds therefor which could materially adversely affect their its assets or the conduct of its business. The Company is not a party to any contract or obligation whereby an absolute or contingent right to purchase, obtain or acquire any rights in any of the assets has been granted to anyone. There does not exist and will not exist by virtue of the transactions contemplated by this Agreement any claim or right of third persons which may be legally asserted against any material asset of the Company's assets. (b) The Company’s main facility, located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Naples, Florida (the "Main Facility"), is leased by the Company pursuant to that certain Lease Agreement dated April 25, 2000, as amended by First Amendment to Lease Agreement dated August 2003, by and between Naples Hawaii, LLC (successor in interest to ▇▇▇▇▇ Manor Partnership, Ltd.), as landlord, and the Company, as tenant, a true, correct and complete copy of which lease, and all amendments and modifications thereof, is attached hereto as a part of Schedule 4.9(b) (the "Main Facility Lease"). The Company also leases property located at (i) ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Naples, Florida, pursuant to that certain Lease Agreement dated January 1, 2003, by and between ▇▇▇▇▇▇, as landlord, and the Company, as tenant (the "4327 Lease"); (ii) ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Naples, Florida, pursuant to that certain Lease dated August 28, 2003, by and between ▇▇▇▇ ▇▇▇▇▇, as landlord, and the Company, as tenant (the "4344 Lease"); (iii) ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Naples, Florida, pursuant to a verbal lease by and between Gulfside Construction and Equipment, Inc., as landlord, and the Company, as tenant, as evidenced by letters from the Company to Gulfside Construction and Equipment, Inc. dated October 10, 2001, and from Gulfside Construction and Equipment, Inc. to the Company dated December 1, 2003 (the "4405 Lease"); and (iv) ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Naples, Florida, pursuant to that certain Lease Agreement dated August 18, 2004, by and between ▇▇▇▇▇▇, as landlord, and the Company, as tenant (the "4206 Lease," and, together with the 4327 Lease, the 4344 Lease and the 4405 Lease, the "Ancillary Facilities Leases"), true, correct and complete copies of which Ancillary Facilities Leases, and all amendments and modifications thereof, are attached hereto as a part of Schedule 4.9(b). ▇▇▇▇▇▇ hereby represents and warrants that the rent payable under the 4206 Lease is at or below local market rates. (c) To the knowledge of ▇▇▇▇▇▇ and the Company, the Main Facility and the properties covered by the Ancillary Facilities Leases (the "Ancillary Facilities"), and the use thereof, is in compliance with all applicable zoning laws, rules, regulations and ordinances in all material respects, and all structures thereon are in compliance with applicable building codes, rules and regulations in all material respects, except that, notwithstanding the above, no certificates of occupancy have been issued to the Company for the Main Facility or for any of the Ancillary Facilities. ▇▇▇▇▇▇ hereby covenants and agrees, at the Surviving Corporation’s cost and expense, to use commercially reasonable efforts to obtain, as soon as commercially practicable but in no event later than two (2) years from the Closing Date, issuance to the Surviving Corporation of permanent certificates of occupancy for the Main Facility and all of the Ancillary Facilities by the applicable governmental authority, including undertaking and completing any improvements or modifications required to the Main Facility or to any of the Ancillary Facilities to the extent necessary to so obtain a permanent certificate of occupancy. ▇▇▇▇▇▇ hereby represents and warrants that the cost of obtaining all such certificates of occupancy (including without limitation the costs of any improvements or modifications required to the Main Facility or to any of the Ancillary Facilities to the extent necessary to so obtain same) shall not exceed $100,000 in the aggregate.