Common use of Real and Tangible Personal Property Clause in Contracts

Real and Tangible Personal Property. Except as set forth on Schedule 4.14(a), MDI or its Subsidiaries has valid title to all properties, interests in properties and assets (real and personal) reflected in the Latest Balance Sheet (except properties, interests in properties and assets sold or otherwise disposed of since the date of the Latest Balance Sheet in the ordinary course of business to Persons other than Affiliates of MDI consistent with past practices), free and clear of all Liens, except the Lien of current taxes not yet due and payable. Schedule 4.14(a) hereof lists each piece of real property owned, leased or utilized by MDI and/or its Subsidiaries, including the location thereof and the use to which it is put by MDI and/or any of its Subsidiaries. Each of the leases under which the real properties of MDI and its Subsidiaries are leased is unmodified and in full force and effect and there are no agreements between Stockholder, MDI or any of their respective Subsidiaries and any third parties claiming an interest in MDI's or its Subsidiaries' interest in the leased property occupied by MDI or its Subsidiaries or otherwise affecting its use and occupancy thereof. Neither MDI nor any of its Subsidiaries is in default under any of such leases and no defaults (whether or not subsequently cured) by MDI or its Subsidiaries have been alleged thereunder. To the best of MDI's and Stockholder's knowledge, each lessor named in any of such leases is not in default thereunder, and no defaults by such lessor have been alleged thereunder and are continuing. Schedule 4.14(a) also sets forth, with respect to each lease (capitalized or otherwise) to which MDI or any of its Subsidiaries is a party which is a Material Agreement: (i) the parties to such lease; (ii) the property covered by such lease; (iii) a schedule of payments payable under such lease (both throughout the term of the lease and at the end of the lease); (iv) whether MDI or any of its Subsidiaries has any rights or obligations to acquire any property which is subject to such lease and he price and terms thereof; (v) the term of such lease; and (vi) any options which MDI or any of its Subsidiaries may have to extend the term of such lease. Set forth on Schedule 4.14(a) is a list of the five largest lessors of equipment (measured by dollar volume) to MDI and its Subsidiaries during the fiscal year ended December 31, 1997, and with respect to each, the name and address and the dollar volume involved.

Real and Tangible Personal Property. Except as set forth on Schedule 4.14(a), MDI or its Subsidiaries has valid title to all properties, interests in properties and assets (real and personal) reflected in the Latest Balance Sheet (except properties, interests in properties and assets sold or otherwise disposed of since the date of the Latest Balance Sheet in the ordinary course of business to Persons other than Affiliates of MDI consistent with past practices), free and clear of all Liens, except the Lien of current taxes not yet due and payable. Schedule 4.14(a) hereof lists each piece of real property owned, leased or utilized by MDI and/or its Subsidiaries, including the location thereof and the use to which it is put by MDI and/or any of its Subsidiaries. Each of the leases under which the real properties of MDI and its Subsidiaries are leased is unmodified and in full force and effect and there are no agreements between Stockholder, MDI or any of their respective Subsidiaries and any third parties claiming an interest in MDI's or its Subsidiaries' interest in the leased property occupied by MDI or its Subsidiaries or otherwise affecting its use and occupancy thereof. Neither MDI nor any of its Subsidiaries is in default under any of such leases and no defaults (whether or not subsequently cured) by MDI or its Subsidiaries have been alleged thereunder. To the best of MDI's and Stockholder's knowledge, each lessor named in any of such leases is not in default thereunder, and no defaults by such lessor have been alleged thereunder and are continuing. Schedule 4.14(a) also sets forth, with respect to each lease (capitalized or otherwise) to which MDI or any of its Subsidiaries is a party which is a Material Agreement: (i) the parties to such lease; (ii) the property covered by such lease; (iii) a schedule of payments payable under such lease (both throughout the term of the lease and at the end of the lease); (iv) whether MDI or any of its Subsidiaries has any rights or obligations to acquire any property which is subject to such lease and he the price and terms thereof; (v) the term of such lease; and (vi) any options which MDI or any of its Subsidiaries may have to extend the term of such lease. Set forth on Schedule 4.14(a) is a list of the five largest lessors of equipment (measured by dollar volume) to MDI and its Subsidiaries during the fiscal year ended December 31, 1997, and with respect to each, the name and address and the dollar volume involved.

Real and Tangible Personal Property. Except as set forth on Schedule 4.14(a)(a) None of the Acquired Companies lease, MDI sublease, license, own, operate or its Subsidiaries has valid otherwise hold any interest in any real property, nor have any of the Acquired Companies ever leased, subleased, licensed, owned, operated or otherwise held any interest in any real property. (b) The Acquired Companies have good title to all propertiesof the tangible personal property (including, interests in properties without limitation, all machinery, equipment, trade fixtures, and other items of tangible personal property owned by the Acquired Companies) and assets (real and personal) reflected in shown on the Latest Company Balance Sheet (except properties, interests in properties and assets sold or otherwise disposed of since acquired after the date of the Latest Company Balance Sheet in the ordinary course of business to Persons other than Affiliates of MDI consistent with past practices(collectively, “Personal Property”), free and clear of all Liensany Encumbrances other than Permitted Encumbrances. The Personal Property is in good operating condition and repair, except ordinary wear and tear excepted, and is adequate for the Lien of current taxes not yet due and payable. Schedule 4.14(a) hereof lists each piece of real property owned, leased or utilized by MDI and/or its Subsidiaries, including the location thereof and the use to purposes for which it is put presently used by MDI and/or any of its Subsidiaries. Each the Acquired Companies, and none of the leases under which Personal Property is in need of any material maintenance or repairs, except for ordinary, routine maintenance and repairs. The Personal Property currently owned or leased by the real Acquired Companies, together with all other assets, rights, services and properties of MDI the Acquired Companies as of the Closing, and after giving effect to the provision or use of the assets, rights, services and properties contemplated to be provided to the Acquired Companies immediately following the Closing Date pursuant to the TSA, the IP License Agreement and the IP Assignment Agreement, comprise all of the assets, rights, services and properties used or held for use in the conduct of the Acquired Companies’ business as of the Closing and are sufficient and necessary for the continued conduct of the Acquired Companies’ business by Purchaser and its Subsidiaries are leased is unmodified and Affiliates (including the Acquired Companies) after the Closing in full force and effect and there are no agreements between Stockholdersubstantially the same manner as presently conducted; provided, MDI however, that nothing in this Section 2.6(b) shall be deemed to constitute a representation or any of their respective Subsidiaries and any third parties claiming an interest in MDI's or its Subsidiaries' interest in warranty as to the leased property occupied by MDI or its Subsidiaries or otherwise affecting its use and occupancy thereof. Neither MDI nor any of its Subsidiaries is in default under any of such leases and no defaults (whether or not subsequently cured) by MDI or its Subsidiaries have been alleged thereunder. To the best of MDI's and Stockholder's knowledge, each lessor named in any of such leases is not in default thereunder, and no defaults by such lessor have been alleged thereunder and are continuing. Schedule 4.14(a) also sets forth, with respect to each lease (capitalized or otherwise) to which MDI or any of its Subsidiaries is a party which is a Material Agreement: (i) the parties to such lease; (ii) the property covered by such lease; (iii) a schedule of payments payable under such lease (both throughout the term adequacy of the lease and at amounts of cash or working capital (or the end availability of the leasesame); (iv) whether MDI or any of its Subsidiaries has any rights or obligations to acquire any property which is subject to such lease and he price and terms thereof; (v) the term of such lease; and (vi) any options which MDI or any of its Subsidiaries may have to extend the term of such lease. Set forth on Schedule 4.14(a) is a list of the five largest lessors of equipment (measured by dollar volume) to MDI and its Subsidiaries during the fiscal year ended December 31, 1997, and with respect to each, the name and address and the dollar volume involved.