Common use of Real and Tangible Personal Property Clause in Contracts

Real and Tangible Personal Property. (a) Schedule 3.16(a) sets forth a list of all real property (other than fixtures located on any Company Leased Real Property) owned by any SHE Company (the “Company Owned Real Property”) as of the date of this Agreement. A SHE Company has good, valid and marketable title to all such Company Owned Real Property, and except as set forth on Schedule 3.16(a) hereto, all of such Company Owned Real Property is held by a SHE Company free and clear of Liens, including any subleases, other than Permitted Liens. (b) Schedule 3.16(b) sets forth a list of all real property leased, subleased or licensed by or from a SHE Company (the “Company Leased Real Property”) as of the date of this Agreement and each lease, sublease or license as of the date of this Agreement relating to the Company Leased Real Property to which a SHE Company is a party or by which it is bound (the “Company Lease Agreements”), the name of the lessor, licensor, sublessor, master lessor or lessee, the date of the lease, license, sublease and each amendment thereto. The Company has made available to Buyer a true, correct and complete copy of each Company Lease Agreement and all amendments or modifications thereto. All Company Lease Agreements are valid and effective and enforceable in accordance with their respective terms except as such enforceability may be subject to the Laws of general application relating to bankruptcy, insolvency, reorganization and the relief of debtors and rules of Law governing specific performance, injunctive relief or other equitable remedies. With respect to each Company Lease Agreement, there is not any existing material default or event of default (or, to the Knowledge of the Company, event which with notice or lapse of time, or both, would constitute a material default) by a SHE Company or, to the Company’s Knowledge, any other party to any Company Lease Agreement, in either case, which has not been fully remedied, withdrawn or waived, and no rentals are past due beyond normal grace periods. (c) The structures, plants, improvements, systems, and fixtures located on each parcel of Company Owned Real Property and, to the Company’s Knowledge, Company Leased Real Property comply in all material respects with all Laws, and are in good operating condition and repair, ordinary wear and tear excepted. Each such parcel of Company Owned Real Property and, to the Company’s Knowledge, Company Leased Real Property, conforms in all material respects with all covenants or restrictions of record and conforms with all applicable building codes and zoning requirements and there is not, to the Company’s Knowledge, any proposed change in any such governmental or regulatory requirements or in any such zoning requirements. (d) All equipment owned or leased by a SHE Company currently in use and necessary for the conduct of its business as presently conducted is in working condition and has been regularly maintained, subject to normal wear and tear. (e) A SHE Company has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties, rights, interests and assets, real, personal and mixed, used in, or held for use in, its business free and clear of any Liens except Permitted Liens.

Real and Tangible Personal Property. (a) Section 16(a) of the Disclosure Schedule 3.16(a) sets forth a an accurate and complete list of (i) each Real Property owned, leased or used by the Company or otherwise necessary for the business of the Company as heretofore conducted, presently conducted and proposed to be conducted, and (ii) all Encumbrances relating to or affecting any Real Property. For all purposes under this Agreement, “Real Property” means (x) all real property (other than fixtures located on any Company Leased Real Property) properties owned by the Company or in which the Company has any SHE Company interest (including without limitation the “Company Owned Real Property”right to use), together with all buildings, fixtures, plant and other improvements located thereon or attached thereto, and (y) as all of the date Company’s rights arising out of this Agreementthe ownership or use thereof, and all subleases, franchises, licenses, permits, easements, and rights-of-way which are appurtenant thereto. A SHE Except as disclosed in Section 16(a) of the Disclosure Schedule, the Company has good, valid (i) good and marketable title to all such Company Owned and ownership of each of its owned Real Property, and except as set forth on Schedule 3.16(a(ii) heretoa right of prior and continuing possession to each other Real Property, all whether such right arises by virtue of such Company Owned a lease, easement, license or otherwise, in each case free of any Lien or Other Encumbrance. All of the buildings, fixtures and other improvements constituting a part of the Real Property is held by a SHE Company free and clear of Liens, including any subleases, other than Permitted Liens. (b) Schedule 3.16(b) sets forth a list of all real property leased, subleased or licensed by or from a SHE Company (the “Company Leased Real Property”) as of the date of this Agreement and each lease, sublease or license as of the date of this Agreement relating to the Company Leased Real Property to which a SHE Company is a party or by which it is bound (the “Company Lease Agreements”), the name of the lessor, licensor, sublessor, master lessor or lessee, the date of the lease, license, sublease and each amendment thereto. The Company has made available to Buyer a true, correct and complete copy of each Company Lease Agreement and all amendments or modifications thereto. All Company Lease Agreements are valid and effective and enforceable in accordance with their respective terms except as such enforceability may be subject to the Laws of general application relating to bankruptcy, insolvency, reorganization and the relief of debtors and rules of Law governing specific performance, injunctive relief or other equitable remedies. With respect to each Company Lease Agreement, there is not any existing material default or event of default (or, to the Knowledge of the Company, event which with notice or lapse of time, or both, would constitute a material default) by a SHE Company or, to the Company’s Knowledge, any other party to any Company Lease Agreement, in either case, which has not been fully remedied, withdrawn or waived, and no rentals are past due beyond normal grace periods. (c) The structures, plants, improvements, systems, and fixtures located on each parcel of Company Owned Real Property and, to the Company’s Knowledge, Company Leased Real Property comply in all material respects with all Laws, and are in good operating condition and repair. The Company is not in default under any agreements with respect to any of the leased Real Property and the other parties to such agreements are not in default of any mortgage, covenant or other agreement relating to the leased Real Property. (b) The Company is in possession of and has good title to, or has valid leasehold interests in or valid rights under contract to use, all Tangible Personal Property used in or reasonably necessary for the conduct of their business, including all Tangible Personal Property reflected on the balance sheet included in the Audited Financial Statements and Tangible Personal Property acquired since December 31, 2003 other than property disposed of since such date in the ordinary course of business consistent with past practice. Except as set forth on Section 16(b)(1) of the Disclosure Schedule, all such Tangible Personal Property is free and clear of all Encumbrances and is in good working order and condition, ordinary wear and tear excepted. Each such parcel of Company Owned Real Property and, to the Company’s Knowledge, Company Leased Real Property, conforms in all material respects and its use complies with all covenants or restrictions Applicable Law. Section 16(b)(2) of record the Disclosure Schedule sets forth an accurate and conforms with all applicable building codes complete description of each Tangible Personal Property owned and zoning requirements and there is not, to the Company’s Knowledge, any proposed change in any such governmental or regulatory requirements or in any such zoning requirements. (d) All equipment owned or leased by a SHE the Company currently in use and necessary for (the conduct of its business as presently conducted is in working condition and has been regularly maintained, subject to normal wear and tear. (e) A SHE “Leased Tangible Personal Property”). The Company has good and valid marketable title toto and ownership of all Leased Tangible Personal Property. For purposes of this Agreement, or“Tangible Personal Property” means all machinery, equipment, trucks, automobiles, furniture, supplies, spare parts, tools, stores and other tangible personal property owned by the Company or in which the case of leased properties and assets, valid leasehold interests in, all of its tangible properties, rights, interests and assets, real, personal and mixed, used in, or held for use in, its business free and clear of Company has any Liens except Permitted Liensinterest (including the right to use).

Real and Tangible Personal Property. (a) Schedule 3.16(a5.17(a) sets forth a list of all real property (other than fixtures located on any Company Buyer Leased Real Property) owned by any SHE NAC Company (the “Company Buyer Owned Real Property”) as of the date of this Agreement. A SHE NAC Company has good, valid and marketable title to all such Company Buyer Owned Real Property, and except as set forth on Schedule 3.16(a5.17(a) hereto, all of such Company Buyer Owned Real Property is held by a SHE NAC Company free and clear of Liens, including any subleases, other than Permitted Liens. (b) Schedule 3.16(b5.17(b) sets forth a list of all real property leased, subleased or licensed by or from a SHE NAC Company (the “Company Buyer Leased Real Property”) as of the date of this Agreement and each lease, sublease or license as of the date of this Agreement relating to the Company Buyer Leased Real Property to which a SHE NAC Company is a party or by which it is bound (the “Company Buyer Lease Agreements”), the name of the lessor, licensor, sublessor, master lessor or lessee, the date of the lease, license, sublease and each amendment thereto. The Company Buyer has made available to Buyer the Company a true, correct and complete copy of each Company Buyer Lease Agreement and all amendments or modifications thereto. All Company Buyer Lease Agreements are valid and effective and enforceable in accordance with their respective terms except as such enforceability may be subject to the Laws of general application relating to bankruptcy, insolvency, reorganization and the relief of debtors and rules of Law governing specific performance, injunctive relief or other equitable remedies. With respect to each Company Buyer Lease Agreement, there is not any existing material default or event of default (or, to the Knowledge of the CompanyBuyer, event which with notice or lapse of time, or both, would constitute a material default) by a SHE NAC Company or, to the CompanyBuyer’s Knowledge, any other party to any Company Buyer Lease Agreement, in either case, which has not been fully remedied, withdrawn or waived, and no rentals are past due beyond normal grace periods. (c) The structures, plants, improvements, systems, and fixtures located on each parcel of Company Buyer Owned Real Property and, to the CompanyBuyer’s Knowledge, Company Buyer Leased Real Property comply in all material respects with all Laws, and are in good operating condition and repair, ordinary wear and tear excepted. Each such parcel of Company Buyer Owned Real Property and, to the CompanyBuyer’s Knowledge, Company Buyer Leased Real Property, conforms in all material respects with all covenants or restrictions of record and conforms with all applicable building codes and zoning requirements and there is not, to the CompanyBuyer’s Knowledge, any proposed change in any such governmental or regulatory requirements or in any such zoning requirements. (d) All equipment owned or leased by a SHE NAC Company currently in use and necessary for the conduct of its business as presently conducted is in working condition and has been regularly maintained, subject to normal wear and tear. (e) A SHE NAC Company has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties, rights, interests and assets, real, personal and mixed, used in, or held for use in, its business free and clear of any Liens except Permitted Liens.