Common use of Tangible Personal Property Clause in Contracts

Tangible Personal Property. (a) Section 4.13(a) of the Company Disclosure Schedule sets forth each lease of personal property (“Personal Property Leases”) involving annual payments in excess of $50,000 relating to personal property used in the business of the Company, the Purchased Companies and their Subsidiaries or to which any of the Company, any of the Purchased Companies or any of their Subsidiaries is a party or by which the properties or assets of the Company, the Purchased Companies or any of their Subsidiaries is bound other than those leases of personal property made after the date hereof as permitted by or in compliance with Section 6.2. The Company, the Purchased Companies and their Subsidiaries have delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements, if any, thereto. (b) Each of the Company, the Purchased Companies and their Subsidiaries has a valid leasehold interest under each of the Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no default under any Personal Property Lease by the Company, the Purchased Companies or any of their Subsidiaries or, to the Knowledge of the Company, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder. (c) The Company, the Purchased Companies and their Subsidiaries have good and marketable title to all of the items of tangible personal property reflected in the Balance Sheet (except as sold or disposed of subsequent to the Balance Sheet Date in the Ordinary Course of Business) or acquired after the Balance Sheet Date, free and clear of any and all Liens other than the Permitted Exceptions. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of the Company, the Purchased Companies and their Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used.

Tangible Personal Property. (a) Section 4.13(aSchedule 3.12(a) of the Company Disclosure Schedule sets forth each lease all leases of personal property (“"Personal Property Leases”") involving annual payments in excess of $50,000 25,000 relating to personal property used in the business of the Company, the Purchased Companies and their Company or any of its Subsidiaries or to which any of the Company, any of the Purchased Companies Company or any of their its Subsidiaries is a party or by which the properties or assets of the Company, the Purchased Companies Company or any of their its Subsidiaries is bound other than those leases of personal property made after the date hereof as permitted by or in compliance with Section 6.2bound. The Company, the Purchased Companies and their Subsidiaries have Company delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements, if any, supplements thereto. (b) Each The Company and each of the Company, the Purchased Companies and their its Subsidiaries has have a valid leasehold interest under each of the Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ ' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no default under any Personal Property Lease by the Company, the Purchased Companies Company or any of their its Subsidiaries or, to the Knowledge best knowledge of the Company, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder. (c) The Company, the Purchased Companies Company and their its Subsidiaries have good and marketable title to all of the items of tangible personal property reflected in the Balance Sheet (except as sold or disposed of subsequent to the Balance Sheet Date date thereof in the Ordinary Course ordinary course of Business) or acquired after the Balance Sheet Datebusiness consistent with past practice), free and clear of any and all Liens Liens, other than the Permitted Exceptionsas set forth on Schedule 3.12. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of the Company, the Purchased Companies Company and their its Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used. (d) All of the items of tangible personal property used by the Company and its Subsidiaries under the Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used.

Tangible Personal Property. (a) Section 4.13(a) SCHEDULE 3.8A lists each item of the Company Disclosure Schedule sets forth each lease of tangible personal property (“Personal Property Leases”other than inventory) involving annual payments owned by TBS having an initial purchase price in excess of $50,000 relating 10,000. SCHEDULE 3.8B lists each item of tangible personal property leased by TBS (other than pursuant to individual leases having an annual rental of less than $5,000 or which are terminable by TBS within ninety (90) days of the date hereof without penalty) and each item of personal property having a value of $5,000 or more used by TBS and owned or leased by any individual, partnership, proprietorship, corporation, limited liability company, joint venture, trust, or other similar entity or governmental agency or court (a "Person") providing services to TBS (collectively, the "Tangible Personal Property"). The Tangible Personal Property, together with other tangible personal property owned or used by TBS and owned by Persons providing services to TBS constitutes substantially all of the tangible personal property used in the business operation of the Company, the Purchased Companies Business of TBS and their Subsidiaries or to which any of the Company, any of the Purchased Companies or any of their Subsidiaries is a party or by which the properties or assets of the Company, the Purchased Companies or any of their Subsidiaries is bound other than those leases of personal property made after the date hereof as permitted by or in compliance with Section 6.2. The Company, the Purchased Companies and their Subsidiaries have delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with constitutes substantially all amendments, modifications or supplements, if any, thereto. (b) Each of the Company, the Purchased Companies and their Subsidiaries has a valid leasehold interest under each of the Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no default under any Personal Property Lease by the Company, the Purchased Companies or any of their Subsidiaries or, to the Knowledge of the Company, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder. (c) The Company, the Purchased Companies and their Subsidiaries have good and marketable title to all of the items of tangible personal property reflected in necessary to conduct the Balance Sheet Business of TBS as presently conducted by it. Except as set forth on SCHEDULE 3.8C, (except as sold i) the Tangible Personal Property owned by TBS and all other personal property, whether tangible or disposed of subsequent to the Balance Sheet Date in the Ordinary Course of Business) or acquired after the Balance Sheet Dateintangible, owned by TBS is free and clear of any and all Liens other than Liens, and (ii) all the Permitted Exceptions. All such items of Tangible Personal Property is located at the Real Property and there is no material tangible personal property which, individually located at the Real Property which is not owned or leased by TBS. The Tangible Personal Property is in the aggregate, are all material to the operation of the business of the Company, the Purchased Companies and their Subsidiaries are respects in good condition and in a state of good maintenance and repair (AGREEMENT AND PLAN OF REORGANIZATION PAGE 15 working order, ordinary wear and tear excepted) . All the material Tangible Personal Property has been maintained in all material respects in accordance with the past practice of TBS and are suitable for generally accepted industry practice. All leased Tangible Personal Property of TBS is in all material respects in the purposes usedcondition required of such property by the terms of the lease applicable thereto during the term of the lease and upon the expiration thereof.

Tangible Personal Property. (a) Section 4.13(a) Seller owns good title to or holds pursuant to valid and enforceable leases all of the Company Disclosure Schedule sets forth each lease tangible personal property, including machinery, equipment, equipment leases, inventories of personal property (“Personal Property Leases”) involving annual payments in excess of $50,000 relating to personal property parts and supplies, automobiles, trucks, tractors, trailers, loaders, other mobile equipment, tools, furniture and equipment used in the business Business, all of which (excluding the CompanyExcluded Assets) is set forth on or otherwise described in Schedule 3.06(a) (such tangible personal property, excluding the Excluded Assets, the Purchased Companies and their Subsidiaries or to which any of the Company, any of the Purchased Companies or any of their Subsidiaries is a party or by which the properties or assets of the Company, the Purchased Companies or any of their Subsidiaries is bound other than those leases of personal property made after the date hereof as permitted by or in compliance with Section 6.2“Tangible Personal Property”). The Company, the Purchased Companies and their Subsidiaries have delivered or otherwise made available to the Purchaser true, correct and complete copies of the All such Tangible Personal Property Leases, together with all amendments, modifications or supplements, if any, thereto. (b) Each of the Company, the Purchased Companies and their Subsidiaries has a valid leasehold interest under each of the Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no default under any Personal Property Lease by the Company, the Purchased Companies or any of their Subsidiaries or, to the Knowledge of the Company, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder. (c) The Company, the Purchased Companies and their Subsidiaries have good and marketable title to all of the items of tangible personal property reflected in the Balance Sheet (except as sold or disposed of subsequent to the Balance Sheet Date in the Ordinary Course of Business) or acquired after the Balance Sheet Date, held free and clear of any and all Liens other than the Permitted ExceptionsLiens, except as disclosed on Schedule 3.06(a). All such items of tangible personal property which, individually or in the aggregate, are Tangible Personal Property that is material to the operation of the business of the Company, the Purchased Companies and their Subsidiaries are Business is in good condition and in a state of good maintenance working order and repair (ordinary normal industry wear and tear excepted) ), has been operated and are maintained in the ordinary course of business and consistent with prudent underground coal mining industry standards, and is suitable and in adequate condition for use consistent with past practices and prudent underground coal mining industry practices. Except for the purposes usedExcluded Assets and as set forth in Schedule 3.06(b), the Tangible Personal Property (whether owned or leased) together with all other Purchased Assets are sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted immediately prior to the Closing and constitute all of the material rights, property and assets necessary to conduct the Business as currently conducted in the ordinary course of business. Except as set forth in Schedule 3.06(c), there are no assets, properties or services that are used in the operation of the Business as currently conducted that are provided by any Affiliate of Seller. All of the Finished Goods Coal, whether reflected in the Financial Statements or otherwise, consists of a quality and quantity usable and salable on a standalone or blended basis in the ordinary and usual course of business. No Coal Inventory is held on a consignment basis. The quantities of each item of Parts and Supplies Inventory are not excessive, but are reasonable in the present circumstances of Seller.

Tangible Personal Property. (a) Section 4.13(a) of the Company Disclosure Schedule sets forth each lease of personal property (“Personal Property Leases”) involving annual payments in excess of $50,000 relating to personal property used in the business of the Company, the Purchased Companies and their Subsidiaries or to which any of the Company, any of the Purchased Companies or any of their Subsidiaries is a party or by which the properties or assets of the Company, the Purchased Companies or any of their Subsidiaries is bound other than those leases of personal property made after the date hereof as permitted by or in compliance with Section 6.2. The Company, the Purchased Companies and their Subsidiaries have delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements, if any, thereto. (b) Each of the Company, the Purchased Companies Subject Company and their its Subsidiaries has a valid leasehold interest under each of the leases of personal property ("Subject Company Personal Property Leases Leases") involving annual payments in excess of $25,000 relating to personal property used in the business of Subject Company and its Subsidiaries under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ ' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and and, assuming that the consents set forth on Section 4.4 of the Subject Company Disclosure Schedule have been obtained, there is no default under any Subject Company Personal Property Lease by the Company, the Purchased Companies Subject Company or any of their its Subsidiaries or, to the Knowledge knowledge of the Subject Company, by any other party thereto, and no event has occurred that which, with the lapse of time or the giving of notice or both would constitute a default thereunder. (cb) The CompanyExcept as set forth on Section 4.19 of the Subject Company Disclosure Schedule, the Purchased Companies each of Subject Company and their its Subsidiaries has or will have good and marketable title to all of the items of tangible personal property reflected in the Balance Sheet most recent balance sheet included within the Subject Company Financial Statements or acquired thereafter (except as sold or disposed of subsequent to the Balance Sheet Date date thereof in the Ordinary Course ordinary course of Business) or acquired after the Balance Sheet Datebusiness consistent with past practice), free and clear of any and all Liens other than the Permitted ExceptionsLiens and other than any mechanic liens with respect to invoices or obligations which are not delinquent. All such items of tangible personal property whichthat, individually or in the aggregate, are material to the operation of the business of the Company, the Purchased Companies Subject Company and their its Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable fit for the purposes used. (c) All of the items of tangible personal property used by Subject Company and its Subsidiaries under the Subject Company Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are fit for the purposes used.

Tangible Personal Property. (a) Section 4.13(a) of the Company Disclosure Schedule sets forth each lease of personal property (“"Personal Property Leases”") involving annual payments in excess of $50,000 relating to personal property used in the business of the Company, the Purchased Companies and their Subsidiaries or to which any of the Company, any of the Purchased Companies or any of their Subsidiaries is a party or by which the properties or assets of the Company, the Purchased Companies or any of their Subsidiaries is bound other than those leases of personal property made after the date hereof as permitted by or in compliance with Section 6.2. The Company, the Purchased Companies and their Subsidiaries have delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements, if any, thereto. (b) Each of the Company, the Purchased Companies and their Subsidiaries has a valid leasehold interest under each of the Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ ' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no default under any Personal Property Lease by the Company, the Purchased Companies or any of their Subsidiaries or, to the Knowledge of the Company, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder. (c) The Company, the Purchased Companies and their Subsidiaries have good and marketable title to all of the items of tangible personal property reflected in the Balance Sheet (except as sold or disposed of subsequent to the Balance Sheet Date in the Ordinary Course of Business) or acquired after the Balance Sheet Date, free and clear of any and all Liens other than the Permitted Exceptions. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of the Company, the Purchased Companies and their Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used.

Tangible Personal Property. The Company Group has good and valid title to all tangible personal property reflected on the Financial Records as being owned by the Company Group, free and clear of all Liens except for Permitted Exceptions, other than tangible personal property sold or disposed of by the Company Group since December 31, 2018 in the Ordinary Course of Business. (a) Section 4.13(aSchedule 5.11(a) sets forth a true, correct and complete list, as of the Company Disclosure Schedule sets forth each lease date of this Agreement, of all leases of tangible personal property by the Company Group or the Business (“Personal Property Leases”) involving annual payments in excess of $50,000 relating to personal property used in 50,000, other than: (i) such leases that have been terminated or will expire by their terms before or upon the business Closing; and (ii) leases with Affiliates of Seller that will be terminated before or upon the Company, the Purchased Companies and their Subsidiaries or to which any of the Company, any of the Purchased Companies or any of their Subsidiaries is a party or by which the properties or assets of the Company, the Purchased Companies or any of their Subsidiaries is bound other than those leases of personal property made after the date hereof Closing. (b) Except as permitted by or in compliance with Section 6.2. The Company, the Purchased Companies and their Subsidiaries have set forth on Schedule 5.11(b): (i) Seller has delivered or otherwise made available to the Purchaser a true, correct and complete copies copy of the Personal Property Leases, together with all amendments, modifications or supplements, if any, thereto. (b) Each of the Company, the Purchased Companies and their Subsidiaries has a valid leasehold interest under each of the Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no default under any Personal Property Lease by required to be disclosed on Schedule 5.11(a); (ii) each such Personal Property Lease is in full force and effect and is the Companyvalid, binding and enforceable obligation of the Purchased Companies or any Company Group, and to the Knowledge of their Subsidiaries orSeller, each other party to such Personal Property Lease, in accordance with its terms, in each case subject to the General Enforceability Exceptions; (iii) neither the Company Group nor, to the Knowledge of the CompanySeller, by any other Person is in material breach or violation of, or material default (with or without notice or lapse of time, or both) under, any such Personal Property Lease, or has failed to perform material obligations required to be performed by it to date under a Personal Property Lease; and (iv) no party to any Personal Property Lease has exercised any termination rights with respect thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder. (c) The Companyand, the Purchased Companies and their Subsidiaries have good and marketable title to all of the items of tangible personal property reflected in the Balance Sheet (except as sold or disposed of subsequent to the Balance Sheet Date in the Ordinary Course Knowledge of Business) or acquired after the Balance Sheet DateSeller, free and clear no party has given written notice of any and all Liens intention to terminate or material dispute with respect to any Personal Property Lease, or has amended, cancelled, terminated, relinquished, waived, or released any Personal Property Lease or any material right thereunder (other than the Permitted Exceptions. All such items expiration of tangible personal property which, individually or a Personal Property Lease in the aggregate, are material to the operation of the business of the Company, the Purchased Companies and their Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes usedaccordance with its terms).

Tangible Personal Property. (a) Section 4.13(a) of the Company Disclosure Schedule 4.13 sets forth each lease a complete list of all leases of personal property property, including, but not limited to, railroad cars and other rolling stock, (“Personal Property Leases”) involving annual payments in excess of $50,000 relating to personal property used in the business of the CompanyUBES and UBEI, the Purchased Companies and their Subsidiaries respectively, or to which any of the Company, any of the Purchased Companies UBES or any of their Subsidiaries UBEI is a party or by which the properties or assets of the Companyeither UBES or UBEI are bound, the Purchased Companies or which Schedule 4.13 also contains a reasonably complete description of any warranty which is applicable to any of their Subsidiaries the assets subject to the Personal Property Leases and which is bound other than those leases of personal property made after the date hereof as permitted by or in compliance with Section 6.2. The Company, the Purchased Companies and their Subsidiaries have delivered or otherwise made available to and enforceable by, or enforceable against, UBES or UBEI, respectively, as a party to the Purchaser trueapplicable Personal Property Lease. True, correct and complete copies of the Personal Property Leases, together with all amendments, modifications modifications, or supplements, if any, theretothereto are attached to Schedule 4.13(a). (b) Each of the CompanyUBES and UBEI, the Purchased Companies and their Subsidiaries respectively, has a valid leasehold interest under each of the Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity and public policy, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no default under any material term of any Personal Property Lease by the CompanyUBES or UBEI, the Purchased Companies or any of their Subsidiaries respectively, which is a party thereto or, to the Knowledge of the CompanySeller, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder. (c) The CompanyUBES and UBEI, the Purchased Companies and their Subsidiaries respectively, have good and marketable title to all of the items of tangible personal property reflected in the Interim Balance Sheet (except as sold or disposed of subsequent to the Balance Sheet Date which are not leased from any other Person and not identified in the Ordinary Course of Business) or acquired after the Balance Sheet Date, free and clear of any and all Liens other than the Permitted ExceptionsPersonal Property Leases. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of the CompanyUBES Business or UBEI Business, the Purchased Companies and their Subsidiaries respectively, are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used. (d) All of the items of Tangible Personal Property used by or under the control of UBES and UBEI, respectively, whether owned by them or under the Personal Property Leases, are in good condition and in a state of good repair (ordinary wear and tear excepted). Except as disclosed in Schedule 4.13(d), all tangible personal property used in the UBES Business and UBEI Business, respectively, is in the possession and control of UBES or UBEI, respectively.

Tangible Personal Property. (a) Section 4.13(a) of the The Company Disclosure Schedule sets Schedules set forth each lease all leases of personal property (“"Company Personal Property Leases”") involving annual payments in excess of $50,000 25,000 relating to personal property used in the business of the Company, the Purchased Companies and their Company or any of its Subsidiaries or to which any of the Company, any of the Purchased Companies Company or any of their its Subsidiaries is a party or by which the properties or assets of the Company, the Purchased Companies Company or any of their its Subsidiaries is bound other than those leases of personal property made after the date hereof as permitted by or in compliance with Section 6.2bound. The Company, the Purchased Companies and their Subsidiaries have Company has delivered or otherwise made available to the Purchaser true, correct and complete copies of the Company Personal Property Leases, together with all amendments, modifications or supplements, if any, supplements thereto. (b) Each The Company and each of the Company, the Purchased Companies and their its Subsidiaries has a valid leasehold interest under each of the Company Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ ' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no default under any Company Personal Property Lease by the Company, the Purchased Companies Company or any of their its Subsidiaries or, to the Knowledge best knowledge of the Company, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder. (c) The Company, the Purchased Companies Company and their its Subsidiaries have good and marketable title to all of the items of tangible personal property reflected in the Balance Sheet (except as sold or disposed of subsequent to the Balance Sheet Date date thereof in the Ordinary Course ordinary course of Business) or acquired after the Balance Sheet Datebusiness consistent with past practice), free and clear of any and all Liens Liens, other than as set forth in the Permitted ExceptionsCompany Disclosure Schedules. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of the Company, the Purchased Companies Company and their its Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used. (d) All of the items of tangible personal property used by the Company and its Subsidiaries under the Company Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used.

Tangible Personal Property. (a) Section Schedule 4.13(a) of the Company Disclosure Schedule sets forth each lease all leases of personal property (“"Personal Property Leases”") involving annual payments in excess of $50,000 25,000 relating to personal property used in the business of the Company, the Purchased Companies and their Company or any of its Subsidiaries or to which any of the Company, any of the Purchased Companies Company or any of their its Subsidiaries is a party or by which the properties or assets of the Company, the Purchased Companies Company or any of their its Subsidiaries is bound other than those leases of personal property made after the date hereof as permitted by or in compliance with Section 6.2bound. The Company, the Purchased Companies and their Subsidiaries Sellers have delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements, if any, supplements thereto. (b) Each The Company and each of the Company, the Purchased Companies and their its Subsidiaries has have a valid leasehold interest under each of the Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ ' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no default under any Personal Property Lease by the Company, the Purchased Companies Company or any of their its Subsidiaries or, to the Knowledge best knowledge of the CompanySellers, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder. (c) The Company, the Purchased Companies Company and their its Subsidiaries have good and marketable title to all of the items of tangible personal property reflected in the Balance Sheet (except as sold or disposed of subsequent to the Balance Sheet Date date thereof in the Ordinary Course ordinary course of Business) or acquired after the Balance Sheet Datebusiness consistent with past practice), free and clear of any and all Liens Liens, other than the Permitted Exceptionsas set forth on Schedule 4.13. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of the Company, the Purchased Companies Company and their its Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used. (d) All of the items of tangible personal property used by the Company and its Subsidiaries under the Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used.

Tangible Personal Property. (a) Section 4.13(a) Schedule 4.11 contains a list of the Company Disclosure Schedule sets forth each lease of all material personal property (“Personal Property Leases”) involving annual payments in excess of $50,000 relating to personal property that is either owned or leased by Seller or used or useful in the business of the CompanyBusiness, the Purchased Companies and their Subsidiaries or to which any of the Companyincluding, without limitation, any of the Purchased Companies or any of their Subsidiaries is a party or by which the properties or assets of the Companyand all equipment, the Purchased Companies or any of their Subsidiaries is bound other than those leases of personal property made after the date hereof as permitted by or in compliance with Section 6.2. The Companyvessels, the Purchased Companies and their Subsidiaries have delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements, if any, thereto. (b) Each of the Company, the Purchased Companies and their Subsidiaries has a valid leasehold interest under each of the Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity)machinery, and there is no default under any Personal Property Lease by the Companyall appurtenances, the Purchased Companies or any of their Subsidiaries or, to the Knowledge of the Company, by any other party theretospare parts, and no event other related tangible personal property. Seller has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder. (c) The Company, the Purchased Companies and their Subsidiaries have good and marketable title to all owned personal property constituting Assets subject to no Encumbrances, Working Capital Liabilities, Taxes, or Indebtedness, and Seller is conveying to Buyer at Closing, good and marketable title to the Assets, in each case free and clear of all Encumbrances, Working Capital Liabilities, Taxes, and Indebtedness. All leases under which Seller leases any of the items personal property, which are set forth on Schedule 4.11, are in full force and effect and binding upon the parties thereto. None of tangible the parties to such leases is in breach of any of the provisions thereof (nor is there a basis therefor). All personal property reflected leases in effect with respect to the Business are included in the Balance Sheet (except as sold Assets and are, and upon consummation of the transactions contemplated hereby, will be validly assigned and transferred to Buyer and will continue to be, in full force and effect and constitute and will constitute valid and legally binding agreements. Any required consents or disposed of subsequent notifications for assignment thereof are set forth on Schedule 4.11 . The Assets are all either owned by or validly leased to Seller and to no other entity or Person, and at the Balance Sheet Closing Date in the Ordinary Course of Business) or acquired after the Balance Sheet Date, are free and clear of any and all Liens other Encumbrances, Indebtedness, Taxes, Working Capital Liabilities, and Claims. Except as expressly set forth herein, all tangible personal property included in the Assets is being transferred by Seller to Buyer on an “AS IS WHERE IS BASIS,” with all faults and defects whatsoever. Other than the Permitted Exceptions. All such items representations and warranties made by Seller and Shareholder herein, neither makes any other representations or warranties as to condition, value or otherwise of tangible personal property whichand hereby disclaims all other representations and warranties with respect thereto, individually whether express or in the aggregateimplied, are material to the operation of the business of the Company, the Purchased Companies and their Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes usedspecifically disclaims THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTUCULAR PURPOSE.

Tangible Personal Property. (a) Section 4.13(a) Seller and the Subsidiaries have good and marketable title to all of the Company items of tangible personal property reflected on the Final Balance Sheet that relate to the Business or the Purchased Assets (except as sold or disposed of subsequent to the date thereof in the Ordinary Course of Business), free and clear of any and all Liens, other than Permitted Exceptions. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the Business are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used. (b) Section 5.10 of the Disclosure Schedule Memorandum sets forth each lease all leases of personal property (“Personal Property Leases”) involving annual payments in excess of $50,000 10,000 relating to personal property that is located at a Seller Property and used by Seller or any of the Subsidiaries in the business of the Company, the Purchased Companies and their Subsidiaries Business or to by which any of the Company, any Purchased Assets are bound. All of the Purchased Companies or any of their Subsidiaries is a party or by which the properties or assets of the Company, the Purchased Companies or any of their Subsidiaries is bound other than those leases items of personal property made after under the date hereof as permitted Personal Property Leases are in good condition and repair and are suitable for the purposes used, and such property is in all material respects in the condition required of such property by or in compliance with Section 6.2the terms of the lease applicable thereto during the term of the lease. The Company, the Purchased Companies and their Subsidiaries have Seller has delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements, if any, supplements thereto. (bc) Each of Seller and the Company, the Purchased Companies and their Subsidiaries has have a valid and enforceable leasehold interest under each of the Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), . Each of the Personal Property Leases is in full force and there effect. There is no default under any Personal Property Lease by the Company, the Purchased Companies Seller or any of their the Subsidiaries or, to the Knowledge of the CompanyParent and Knowledge of Seller, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder. (c) The Company, the Purchased Companies and their Subsidiaries have good and marketable title . No party to all any of the items of tangible personal property reflected in the Balance Sheet (except as sold or disposed of subsequent to the Balance Sheet Date in the Ordinary Course of Business) or acquired after the Balance Sheet Date, free and clear of Personal Property Leases has exercised any and all Liens other than the Permitted Exceptions. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of the Company, the Purchased Companies and their Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes usedtermination rights with respect thereto.

Tangible Personal Property. (a) Section 4.13(a) Seller has good and marketable title to all of the items of tangible personal property used in the Business by Seller (except as sold or disposed of subsequent to the date hereof in the Ordinary Course of Business and not in violation of this Agreement), free and clear of any and all Liens, other than Permitted Exceptions. All such items of tangible personal property taken as a whole are in reasonably good operating condition (ordinary wear and tear excepted) and are suitable for the purposes used, in each case in all materials respects, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business. (b) Company Disclosure Schedule 5.10 sets forth each lease all leases of personal property (“"Personal Property Leases”") involving annual payments in excess of $50,000 25,000 relating to personal property used by Seller in the business of the Company, the Purchased Companies and their Subsidiaries Business or to which any of the Company, any of the Purchased Companies or any of their Subsidiaries Seller is a party or by which the properties or assets of Seller is bound. All of the Company, the Purchased Companies or any of their Subsidiaries is bound other than those leases items of personal property made after under the date hereof Personal Property Leases taken as permitted a whole are in reasonably good operating condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used, and such property is in all material respects in the condition required of such property by or the terms of the lease applicable thereto during the term of the lease, in compliance with Section 6.2each case, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business. The Company, the Purchased Companies and their Subsidiaries have Seller has delivered or otherwise made available to the Purchaser Parent true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements, if any, supplements thereto. (bc) Each of Except as could not reasonably be expected to have, individually or in the Companyaggregate, the Purchased Companies and their Subsidiaries a Material Adverse Effect, (i) Seller has a valid valid, binding and enforceable leasehold interest under each of the Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium lessee and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles (ii) each of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no default under any the Personal Property Lease by the Company, the Purchased Companies Leases is in full force and effect and Seller has not received or given any notice of their Subsidiaries or, to the Knowledge of the Company, by any other party thereto, and no default or event has occurred that with the notice or lapse of time time, or the giving of notice or both both, would constitute a default thereunder. (c) The Company, the Purchased Companies and their Subsidiaries have good and marketable title to all by Seller under any of the items Personal Property Leases. To the Knowledge of tangible personal property reflected Seller, no other party is in the Balance Sheet (except as sold or disposed of subsequent to the Balance Sheet Date in the Ordinary Course of Business) or acquired after the Balance Sheet Date, free and clear of default under any and all Liens other than the Permitted Exceptions. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business Personal Property Leases, and no party to any of the Company, the Purchased Companies and their Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes usedPersonal Property Leases has exercised any termination rights with respect thereto.

Tangible Personal Property. (a) Section 4.13(a) of the Company Disclosure Schedule 4.12 sets forth each lease all leases of personal property (“Personal Property Leases”) involving annual payments in excess of $50,000 20,000 relating to personal property used in the business of the Company, the Purchased Companies and their Subsidiaries Company or to which any of the Company, any of the Purchased Companies or any of their Subsidiaries Company is a party or by which the properties or assets of the Company, the Purchased Companies or any of their Subsidiaries Company is bound other than those leases of personal property made after the date hereof as permitted by or in compliance with Section 6.2bound. The Company, the Purchased Companies and their Subsidiaries have delivered or otherwise made available Company has provided to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements, if any, supplements thereto. (b) Each of the Company, the Purchased Companies and their Subsidiaries . The Company has a valid leasehold interest under each of the Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no default under any Personal Property Lease by the Company, the Purchased Companies or any of their Subsidiaries Company or, to the Knowledge knowledge of the Company, by any other party thereto, and and, to the Company’s knowledge, no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder. (c) . The Company, the Purchased Companies and their Subsidiaries have Company has good and marketable title to all of the items of tangible personal property reflected in the Balance Sheet (except as sold or disposed of subsequent to the Balance Sheet Date date thereof in the Ordinary Course of Business) or acquired after the Balance Sheet Date), free and clear of any and all Liens other than the except Permitted ExceptionsLiens. All such items of The material tangible personal property whichof the Company is structurally sound, individually in good operating condition and repair, and adequate for the uses to which it is being put, and none of such tangible personal property is in need of maintenance or in repairs except for ordinary, routine maintenance and repairs. The tangible personal property currently owned or leased by the aggregateCompany, together with all other properties and assets of the Company, are material sufficient for the continued conduct of the Company’s business immediately after the Closing in substantially the same manner as conducted prior to the operation Closing and, to the Company’s knowledge, constitute all of the rights, property and assets necessary to conduct the business of the Company, the Purchased Companies and their Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes usedCompany as currently conducted.

Tangible Personal Property. (a) Section 4.13(a) of the The Company Disclosure Schedule sets forth each lease of or a Subsidiary has good title to all machinery and equipment, tools, spare and maintenance parts, furniture, vehicles and all other tangible personal property (“collectively, the "Tangible Personal Property") owned by the Company or a Subsidiary, free and clear of any Encumbrance of any kind or nature whatsoever, except for Permitted Liens. All material items of Tangible Personal Property Leases”currently owned or used by the Company or a Subsidiary as of the date hereof are in good operating condition and repair, ordinary wear and tear excepted, are physically located at or about the Company's or a Subsidiary's place of business and are owned outright, or validly leased by the Company or a Subsidiary. Except as set forth on Schedule 3.8(a) involving annual payments in excess hereto, the owned and leased Tangible Personal Property consists of $50,000 relating to all tangible personal property used in necessary for the operation of the business of the Company, the Purchased Companies Company and their its Subsidiaries as currently conducted or as currently contemplated to which any of the Company, any of the Purchased Companies or any of their Subsidiaries is a party or by which the properties or assets of the Company, the Purchased Companies or any of their Subsidiaries is bound other than those leases of personal property made after the date hereof as permitted by or in compliance with Section 6.2. The Company, the Purchased Companies and their Subsidiaries have delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements, if any, theretobe conducted. (b) Each Schedule 3.8(b) hereto sets forth a complete and correct list of all material Tangible Personal Property leases to which the Company or a Subsidiary is a party, together with a brief description of the Companyproperty leased. The Company has made available to Holding complete and correct copies of each lease (and any amendments thereto) listed on Schedule 3.8(b). Except as set forth on Schedule 3.8(b): (i) each such lease is in full force and effect; (ii) all lease payments due to date on any such lease have been paid, and neither the Purchased Companies and their Subsidiaries has a valid leasehold interest under each Company nor any Subsidiary nor (to the knowledge of the Personal Property Leases under which it Management Shareholders) any other party is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no default under any Personal Property Lease by the Company, the Purchased Companies or any of their Subsidiaries or, to the Knowledge of the Company, by any other party theretosuch lease, and no event has occurred that which constitutes, or with the lapse of time or the giving of notice or both would constitute constitute, a default thereunder. by the Company or a Subsidiary or (c) The Company, to the Purchased Companies and their Subsidiaries have good and marketable title to all knowledge of the items of tangible personal property reflected in the Balance Sheet Management Shareholders) any other party under such lease; and (except as sold or disposed of subsequent iii) to the Balance Sheet Date in the Ordinary Course of Business) or acquired after the Balance Sheet Date, free and clear of any and all Liens other than the Permitted Exceptions. All such items of tangible personal property which, individually or in the aggregate, are material to the operation knowledge of the business of Management Shareholders, there are no defaults alleged against the Company, the Purchased Companies and their Subsidiaries are in good condition and in Company or a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes usedSubsidiary by any other party with respect to any such lease.

Tangible Personal Property. (a) Section 4.13(a) of Except as set forth in Schedule 3.11.1 -------------------------- --------------- regarding property indicated thereon as leased, the Company Disclosure Schedule sets forth each lease of personal property (“Personal Property Leases”) involving annual payments in excess of $50,000 relating to personal property used in the business of the Company, the Purchased Companies and their Subsidiaries has or to which any of the Company, any of the Purchased Companies or any of their Subsidiaries is a party or by which the properties or assets of the Company, the Purchased Companies or any of their Subsidiaries is bound other than those leases of personal property made after the date hereof as permitted by or in compliance with Section 6.2. The Company, the Purchased Companies and their Subsidiaries have delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements, if any, thereto. (b) Each of the Company, the Purchased Companies and their Subsidiaries has a valid leasehold interest under each of the Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no default under any Personal Property Lease by the Company, the Purchased Companies or any of their Subsidiaries or, to the Knowledge of the Company, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder. (c) The Company, the Purchased Companies and their Subsidiaries Closing will have good and marketable title to all of the items of equipment, computer hardware, furniture, and other tangible personal property reflected listed in Schedule 3.11.1 --------------- (except for personal property disposed of in the Balance Sheet (except as sold or disposed ordinary course of subsequent to the Balance Sheet Date in the Ordinary Course of Business) or acquired business after the Balance Sheet Datedate thereof and replaced with other personal property of comparable value and utility), free and clear of any liens, claims, security interests, options, leases, restrictions or encumbrances which adversely affect the marketability of title thereto. The Stockholders shall cause any personal property shown on Schedule 3.11.1 as not owned by the Company on the date hereof --------------- to be transferred to the Company at or prior to Closing except for personal property listed in Schedule 3.11.1 which is leased by unrelated third parties to --------------- an affiliate of the Company on the date hereof (the "Leased Equipment"). On or prior to the Closing, the Stockholders shall cause either the Leased Equipment to be subleased to the Company or a new lease for such Leased Equipment to be entered into between the Company and all Liens the lessor on substantially the same terms as presently leased to the Company's affiliate and shall secure the Company's release in regard to equipment covered by the lease other than the Permitted ExceptionsLeased Equipment. All such items of The assets listed on Schedule 3.11.1 constitute all the tangible --------------- personal property which, individually or used solely in the aggregate, are material to the operation of the business Company's Business as currently conducted but do not include assets owned by affiliates of the Company the use of which is shared by the Company other entities affiliated with the Company. Schedule 3.11.2 lists all hardware used by the Company in the delivery --------------- of electronic products which is owned by and shared with affiliates of the Company and is thus not being transferred to the Company on Closing. EXCEPT AS EXPRESSLY PROVIDED HEREBY THE STOCKHOLDERS MAKE NO OTHER WARRANTY OR REPRESENTATION WHATSOEVER, EITHER EXPRESS OR IMPLIED, REGARDING THE PERSONAL PROPERTY DESCRIBED IN SCHEDULE 3.11 OR ANY OTHER PERSONAL PROPERTY INCLUDING ------------- WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A SPECIFIC PURPOSE. The Company does not hold any property on consignment, nor does the Purchased Companies and their Subsidiaries are Company hold title to any property in good condition and in a state the possession of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes usedothers.

Tangible Personal Property. (a) Section 4.13(aThe Company has good, marketable and valid title to (or a valid leasehold interest in) the Tangible Personal Property currently owned or used by the Company in the Company Business, which includes the Tangible Personal Property set forth on Sections 5.8(c) through 5.8(e) of the Company Disclosure Schedule sets forth each lease Schedule, and such title or leasehold interests are free and clear of personal property (“all Liens, except Permitted Liens. Except for the Tangible Personal Property Leases”set forth on Section 5.8(a) involving annual payments in excess of $50,000 relating to personal property used in the business of the CompanyCompany Disclosure Schedule, which Tangible Personal Property has the estimated replacement value set forth thereon, upon the consummation of the Transactions, the Purchased Companies Company will have good and their Subsidiaries valid title to, or valid right to which any of the Company, any of the Purchased Companies or any of their Subsidiaries is a party or by which the properties or assets of the Companyuse, the Purchased Companies or any of their Subsidiaries is bound other than those leases of personal property made after the date hereof as permitted by or in compliance with Section 6.2. The Company, the Purchased Companies and their Subsidiaries have delivered or otherwise made available to the Purchaser true, correct and complete copies of the Tangible Personal Property Leaseswhich is owned by the Company free and clear of all Liens, together with all amendments, modifications or supplements, if any, theretoexcept Permitted Liens. (b) Each of the Company, the Purchased Companies and their Subsidiaries has a valid leasehold interest under each of the Personal Property Leases under which it is a lessee, subject Except as would not reasonably be expected to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no default under any Personal Property Lease by the Company, the Purchased Companies or any of their Subsidiaries or, to the Knowledge of the Company, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder. (c) The Company, the Purchased Companies and their Subsidiaries have good and marketable title to all of the items of tangible personal property reflected in the Balance Sheet (except as sold or disposed of subsequent to the Balance Sheet Date in the Ordinary Course of Business) or acquired after the Balance Sheet Date, free and clear of any and all Liens other than the Permitted Exceptions. All such items of tangible personal property whichbe, individually or in the aggregate, are material to Company, all Tangible Personal Property currently owned or used by the operation Company in the Company Business is in good operating condition and repair, subject to normal wear and maintenance, has been operated and maintained in the Ordinary Course of Business and remains suitable for continuing use consistent with its primary use since the date on which it was acquired. The Company has not deferred maintenance of any such item in contemplation of the business Transactions. (c) Section 5.8(c) of the Company Disclosure Schedule is a true, correct and complete list, as of the Execution Date, of (i) (A) each turbine owned by the Company and (B) each turbine that has been ordered by the Company but not yet delivered, which schedule includes all turbines listed on Section 1.1(a)(i)-AFE of the Company Disclosure Schedule, (ii) the serial number (or, if the serial number cannot reasonably be obtained for turbines covered by the foregoing clause (i)(B), such other reasonable identifier) of each such turbine and (iii) a reasonable estimate of the replacement value of each such turbine (the turbines required to be set forth on Section 5.8(c) of the Company Disclosure Schedule, the “Turbines”). Other than the Certificated Assets, none of the Turbines are subject to certificate of title statutes or regulations under which a security interest in such Turbines is perfected by an indication on the certificate of title of such Turbines (in lieu of filing of financing statements). (d) Section 5.8(d) of the Company Disclosure Schedule is a true, correct and complete list, as of the Execution Date, of (i) each switchgear trailer owned by the Company, (ii) the Purchased Companies VIN of each such switchgear trailer and their Subsidiaries (iii) a reasonable estimate of the replacement value of each such switchgear trailer. The estimated fair market value of all cables owned by the Company is less than $1,000,000. (e) Section 5.8(e) of the Company Disclosure Schedule is a true, correct and complete list of all other Tangible Personal Property owned or used by the Company having an estimated fair market value of $1,000,000 or more (together with the Tangible Personal Property acquired pursuant to the authorizations for expenditures subject to the AFE Amount, such Tangible Personal Property, “Material Tangible Personal Property”). (f) With respect to all Tangible Personal Property subject to certificate-of-title statutes or regulations, except for Tangible Personal Property not having a fair market value of $100,000 or more, individually, or $500,000 or more, in the aggregate, the Company has physical possession of the certificates of title or manufacturer’s certificate of origin, as applicable, with respect to such Tangible Personal Property and such certificates of title are good, marketable and valid (such Tangible Personal Property, the “Certificated Assets”). (g) On the Closing Date, all Tangible Personal Property shall be located on the Leased Real Property, on location with a customer of the Company in accordance with the records of the Company or in transit between such customer location and the Leased Real Property in the Ordinary Course of Business. The Company has not made any commitments for the acquisition of any Material Tangible Personal Property other than replacement parts in the Ordinary Course of Business. To the Knowledge of the Contributor Parties, none of the Material Tangible Personal Property will require material maintenance or upgrade in the six (6) months following the Execution Date to remain in good operating condition and repair or continue operating in a state the Ordinary Course of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes usedBusiness.

Tangible Personal Property. (a) Section 4.13(aSchedule 3.12(a) sets forth a true and complete list of all the ---------------- principal items of machinery, equipment, vehicles, and other tangible personal property now owned by the Company or the Subsidiary in their business (the "Owned Tangible Assets"). Except as set forth on Schedule 3.12(a), as of the Company Disclosure Schedule sets forth each lease ------------------ Closing Date and immediately following the consummation of personal property (“Personal Property Leases”) involving annual payments in excess of $50,000 relating to personal property used in the business of transactions at Closing, the Company, the Purchased Companies and their Subsidiaries or to which any of the Company, any of the Purchased Companies or any of their Subsidiaries is a party or by which the properties or assets of the Company, the Purchased Companies or any of their Subsidiaries is bound other than those leases of personal property made after the date hereof as permitted by or in compliance with Section 6.2. The Company, the Purchased Companies and their Subsidiaries have delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements, if any, thereto. (b) Each of the Company, the Purchased Companies and their Subsidiaries has a valid leasehold interest under each of the Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no default under any Personal Property Lease by the Company, the Purchased Companies or any of their Subsidiaries or, to the Knowledge of the Company, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder. (c) The CompanySubsidiary as applicable, the Purchased Companies and their Subsidiaries will have good and marketable title to all of the items of its fixed assets, operating assets and other tangible personal property reflected in the Balance Sheet (except as sold or disposed of subsequent to the Balance Sheet Date in the Ordinary Course of Business) or acquired after the Balance Sheet Dateincluding, without limitation, its Owned Tangible Assets, free and clear of any all Charges. The execution and all Liens other than delivery of this Agreement, and the Permitted Exceptions. All such items consummation of tangible personal property whichthe transactions contemplated by this Agreement, individually or will not result in the aggregatecreation of any Charge on any of the Owned Tangible Assets. The Owned Tangible Assets shall be in good working order on the Closing Date, are material to except for normal wear and tear and deterioration associated with the operation of such assets in the business ordinary course of the Company's or the Subsidiary's business, the Purchased Companies and their Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes for which they are presently used. (b) Schedule 3.12(b) sets forth a true and complete list of all the ---------------- principal items of machinery, equipment, vehicles, and other tangible personal property now leased by each Company in its business, together with a brief description of the principal terms of each lease (the "Leased Tangible Assets"). Except as set forth on Schedule 3.12(b), as of the Closing Date and immediately ------------------ following the consummation of the transactions at Closing, the Company, or the Subsidiary as applicable, will have good and transferable leasehold interests in all of its Leased Tangible Assets, in each case under valid leases enforceable against the lessors thereunder. The execution and delivery of this Agreement, and the consummation of the transactions contemplated by this Agreement, will not result in the creation of any Charge on any of the Leased Tangible Assets or result in any default under or violation of any applicable lease agreement. The Leased Tangible Assets shall be in good working order on the Closing, Date, except for normal wear and tear and deterioration associated with the operation of such assets in the ordinary course of the Company's or the Subsidiary's business, and are suitable for the purposes for which they are presently used.

Tangible Personal Property. (ai) Except (A) with respect to the Owned Real Property and the Leased Real Property (which are the subject of Section 4.13(a2.2(k)) and (B) for assets sold in the ordinary course of business since the most recent consolidated balance sheet of the Company Disclosure Schedule sets forth each lease of personal property (“Personal Property Leases”) involving annual payments in excess of $50,000 relating to personal property used Seller included in the business Financial Statements, the Seller, a DMS Company or a DMS Subsidiary owns all material tangible assets, including without limitation any bonds, stocks, mortgage loans or other investments that are carried on the books and records of the CompanyInsurance Subsidiaries (the "Investment Assets"), reflected on the Purchased Companies and their Subsidiaries or to which any most recent consolidated balance sheet of the Company, any of Seller included in the Purchased Companies Financial Statements as being owned by the Seller or any of their Subsidiaries is a party or by which the properties or assets of the Company, the Purchased Companies or any of their Subsidiaries is bound other than those leases of personal property made after the date hereof as permitted by or in compliance with Section 6.2. The Company, the Purchased Companies and their Subsidiaries have delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements, if any, thereto. (b) Each of the Company, the Purchased Companies and their Subsidiaries has a valid leasehold interest under each of the Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity)its Subsidiaries, and there is no default under any Personal Property Lease all material tangible assets thereafter purchased or acquired by the CompanySeller, the Purchased Companies a DMS Company or any of their Subsidiaries or, to the Knowledge of the Company, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder. (c) The Company, the Purchased Companies and their Subsidiaries have good and marketable title to all of the items of tangible personal property reflected in the Balance Sheet (except as sold or disposed of subsequent to the Balance Sheet Date in the Ordinary Course of Business) or acquired after the Balance Sheet DateDMS Subsidiary, free and clear of any Lien or Encumbrance, except for (v) Liens or Encumbrances that are listed or described in Section 2.2(j) of the Disclosure Schedule, (w) mechanics', carriers', workers', repairmen's liens or other Liens or Encumbrances arising or incurred in the ordinary course of business which do not materially detract from the value of such property or materially impair the use of the property subject thereto as presently used, (x) Liens or Encumbrances for Taxes, assessments and all other similar governmental charges which are not due and payable or which may thereafter be paid without penalty, and (y) other Liens or Encumbrances arising as a matter of Law, if any, which do not materially detract from the value of such property and do not materially impair the use of the property subject thereto as presently used. (The items referred to in clauses (v) through (y) of the immediately preceding sentence are referred to as "Permitted Liens.") At the Closing, the Purchaser will acquire title to any tangible assets included in the Other Assets and the JCPIIG Assets, free and clear of any Lien or Encumbrance other than any Lien or Encumbrance created by the Purchaser and Permitted Exceptions. All Liens. (ii) The annual statements of each Insurance Subsidiary for the years ended December 31, 1999 and 2000 set forth, or will set forth, accurate and complete lists of all Investment Assets owned by such items Insurance Subsidiary as of tangible personal property whichDecember 31, individually 1999 and 2000, respectively, together with the cost basis book or in amortized value, as the aggregatecase may be, are material of such Investment Assets as of December 31, 1999 and 2000, respectively to the operation extent that such annual statements include such lists of the business of the Company, the Purchased Companies and their Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes usedInvestment Assets.

Tangible Personal Property. (a) Section 4.13(aSchedule 3.12(a) sets forth a true and complete list of all the ---------------- principal items of machinery, equipment, vehicles, and other tangible personal property now owned by the Company or the Subsidiary in their business (the "Owned Tangible Assets"). Except as set forth on Schedule 3.12(a), as of the Company Disclosure Schedule sets forth each lease ---------------- Closing Date and immediately following the consummation of personal property (“Personal Property Leases”) involving annual payments in excess of $50,000 relating to personal property used in the business of transactions at Closing, the Company, the Purchased Companies and their Subsidiaries or to which any of the Company, any of the Purchased Companies or any of their Subsidiaries is a party or by which the properties or assets of the Company, the Purchased Companies or any of their Subsidiaries is bound other than those leases of personal property made after the date hereof as permitted by or in compliance with Section 6.2. The Company, the Purchased Companies and their Subsidiaries have delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements, if any, thereto. (b) Each of the Company, the Purchased Companies and their Subsidiaries has a valid leasehold interest under each of the Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no default under any Personal Property Lease by the Company, the Purchased Companies or any of their Subsidiaries or, to the Knowledge of the Company, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder. (c) The CompanySubsidiary as applicable, the Purchased Companies and their Subsidiaries will have good and marketable title to all of the items of its fixed assets, operating assets and other tangible personal property reflected in the Balance Sheet (except as sold or disposed of subsequent to the Balance Sheet Date in the Ordinary Course of Business) or acquired after the Balance Sheet Dateincluding, without limitation, its Owned Tangible Assets, free and clear of any all Charges. The execution and all Liens other than delivery of this Agreement, and the Permitted Exceptions. All such items consummation of tangible personal property whichthe transactions contemplated by this Agreement, individually or will not result in the aggregatecreation of any Charge on any of the Owned Tangible Assets. The Owned Tangible Assets shall be in good working order on the Closing Date, are material to except for normal wear and tear and deterioration associated with the operation of such assets in the business ordinary course of the Company's or the Subsidiary's business, the Purchased Companies and their Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes for which they are presently used. (b) Schedule 3.12(b) sets forth a true and complete list of all the ---------------- principal items of machinery, equipment, vehicles, and other tangible personal property now leased by each Company in its business, together with a brief description of the principal terms of each lease (the "Leased Tangible Assets"). Except as set forth on Schedule 3.12(b), as of the Closing Date and immediately ---------------- following the consummation of the transactions at Closing, the Company, or the Subsidiary as applicable, will have good and transferable leasehold interests in all of its Leased Tangible Assets, in each case under valid leases enforceable against the lessors thereunder. The execution and delivery of this Agreement, and the consummation of the transactions contemplated by this Agreement, will not result in the creation of any Charge on any of the Leased Tangible Assets or result in any default under or violation of any applicable lease agreement. The Leased Tangible Assets shall be in good working order on the Closing Date, except for normal wear and tear and deterioration associated with the operation of such assets in the ordinary course of the Company's or the Subsidiary's business, and are suitable for the purposes for which they are presently used.

Tangible Personal Property. (a) Section 4.13(aThe Company and the Subsidiaries have good and marketable title to all of the items of tangible personal property reflected on the Balance Sheet (except as sold or disposed of subsequent to the date thereof in the Ordinary Course of Business and not in violation of this Agreement), free and clear of any and all Liens, other than the Permitted Exceptions. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the Business are in satisfactory condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used. (b) Schedule 5.16(b) of the Company Disclosure Schedule sets forth each lease all leases of personal property (“Personal Property Leases”) involving annual payments in excess of $50,000 relating to personal property used in the business of the Company, the Purchased Companies and their Subsidiaries Business or to which the Company or any of the Company, any of the Purchased Companies or any of their Subsidiaries is a party or by which the properties or assets of the Company, the Purchased Companies Company or any of their the Subsidiaries is bound other than those leases bound, and such property is in all material respects in the condition required of personal such property made after by the date hereof as permitted by or in compliance with Section 6.2terms of the lease applicable thereto during the term of the lease. The Company, the Purchased Companies and their Subsidiaries Sellers have delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements, if any, supplements thereto. (bc) Each The Company and each of the Company, the Purchased Companies and their Subsidiaries has a valid and enforceable leasehold interest under each of the Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no default under any . Each of the Personal Property Lease Leases is in full force and effect and neither the Company nor any of the Subsidiaries has received or given any written notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Company, the Purchased Companies Company or any of their the Subsidiaries orunder any of the Personal Property Leases and, to the Knowledge of the CompanySellers, by any no other party theretois in default thereof, and no event party to the Personal Property Leases has occurred that exercised any termination rights with the lapse of time or the giving of notice or both would constitute a default thereunderrespect thereto. (cd) The CompanySchedule 5.16(d) of the Disclosure Schedule comprises a complete and accurate record of the plant, machinery, vehicles and equipment owned or used by the Company and the Subsidiaries with a value in excess of $25,000. (e) Notwithstanding anything contained in the sale agreement between Matrix International Limited (registered number 3690656) and Matrix Engineering Limited (registered number 3690656) pursuant to the Pre-Sale Reorganisation, all assets transferred and sold to the Subsidiaries pursuant to the transactions contemplated under the Pre-Sale Reorganisation will be transferred and sold with full title guarantee with the benefit of the representations, warranties and undertakings contained in this Agreement. (f) All assets transferred and sold pursuant to the transactions contemplated under the Pre-Sale Reorganisation will be sold and purchased at fair market value. (g) Notwithstanding anything contained in the sale agreement between Matrix International Limited (registered number 0356189) and Matrix Engineering Limited (registered number 3690656) pursuant to the Pre-Sale Reorganisation, the Purchased Companies asset transfer and their sale transactions contemplated under the Pre-Sale Reorganisation will convey to the applicable Subsidiaries have good and marketable title to all of the items of tangible personal property reflected in the Balance Sheet (except as sold or disposed of subsequent to the Balance Sheet Date in the Ordinary Course of Business) or acquired after the Balance Sheet Datesuch assets, free and clear of any and all Liens (other than Permitted Exceptions and subject to repayment of the Permitted ExceptionsBank Debt), and there is no agreement or commitment to create a Lien in relation to such assets in favour of any Person, and no claim has been made by any Person to be entitled to any. All For avoidance of doubt, following the consummation of the transactions contemplated under the Pre-Sale Reorganisation and as of the Closing Date, the assets of the Company and the Subsidiaries (including such items assets transferred and sold to the Subsidiaries of tangible personal property which, individually the Group pursuant to the transactions contemplated under the Pre-Sale Reorganisation) shall constitute all of the assets used in or held for use in the aggregate, Business and are material sufficient for the Purchaser to conduct the operation of Business from and after the business of the Company, the Purchased Companies and their Subsidiaries are in good condition Closing Date without interruption and in a state the Ordinary Course of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes usedBusiness.

Tangible Personal Property. (a) Section 4.13(aSchedule 3.7(a) of the Company Disclosure Schedule sets forth each lease of personal property (“Personal Property Leases”) involving annual payments in excess of $50,000 relating to personal property used in the business of the Company, the Purchased Companies and their Subsidiaries or to which any of the Company, any of the Purchased Companies or any of their Subsidiaries is a party or by which the properties or assets of the Company, the Purchased Companies or any of their Subsidiaries is bound other than those leases of personal property made after the date hereof as permitted by or in compliance with Section 6.2. The Company, the Purchased Companies and their Subsidiaries have delivered or otherwise made available to the Purchaser true, correct and complete copies list or description of all Equipment and all other tangible personal properties owned by Seller that are Purchased Assets (collectively the "Owned Tangible Personal Property LeasesProperty"). Seller has good and marketable title to all Owned Tangible Personal Property, together with all amendmentsfree and clear of any Liens of any kind or nature whatsoever, modifications or supplements, if any, theretoexcept as set forth on Schedule 3.7(a) hereto. (b) Each Schedule 3.7(b) hereto sets forth a true, correct and complete list or description of all Equipment and all other tangible personal properties leased by Seller that are Purchased Assets (the "Personal Property Leases", and, together with the Owned Tangible Personal Property, the "Tangible Personal Property"), together with a brief description of the Company, the Purchased Companies property leased. Seller has made available to Purchaser complete and their Subsidiaries has a valid leasehold interest under correct copies of each of the Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no default under any Personal Property Lease by the Company(and any amendments thereto) listed on Schedule 3.7(b). Except as set forth on Schedule 3.7(b): (i) each such lease is in full force and effect; (ii) all lease payments due to date on any such lease have been paid, the Purchased Companies or any of their Subsidiaries orand neither Seller nor, to the Knowledge of the CompanySeller, by any other party theretois in default under any such lease, and no event has occurred that which constitutes, or with the lapse of time or the giving of notice or both would constitute constitute, a default thereunderby Seller or, to the Knowledge of Seller, any other party under such lease; and (iii) there are no disputes or disagreements between Seller and any other party with respect to any such lease. (c) The Company, the Purchased Companies and their Subsidiaries have good and marketable title to all of the All items of Tangible Personal Property currently owned or used by Seller in the Business are in good operating condition and repair, subject to ordinary wear and maintenance, are physically located at or about Seller's place of business and are owned outright by Seller or validly leased. The owned and leased Tangible Personal Property consists of all tangible personal property reflected in the Balance Sheet (except as sold or disposed of subsequent to the Balance Sheet Date in the Ordinary Course of Business) or acquired after the Balance Sheet Date, free and clear of any and all Liens other than the Permitted Exceptions. All such items of tangible personal property which, individually or in the aggregate, are material to necessary for the operation of the business Business as currently conducted, other than the tangible personal property listed on Schedule 2.2(a). None of the CompanyTangible Personal Property is subject to any agreement, arrangement or understanding for its use by any Person other than Seller, except as set forth on Schedule 3.7(b) with respect to the Purchased Companies and their Subsidiaries are in good condition and in a state of good Personal Property Leases. The maintenance and repair operation of the Tangible Personal Property complies in all material respects with all Applicable Law. Except as set forth on Schedule 3.7(c), no item of Tangible Personal Property owned or used by Seller is subject to any conditional sale agreement, installment sale agreement or title retention or security agreement or arrangement of any kind. As to each item of Tangible Personal Property subject to any such agreement or arrangement, Schedule 3.7(c) sets forth a brief description of the property in question and the amount and repayment terms of the underlying obligation. (ordinary wear and tear exceptedd) and Except as set forth in Schedule 3.7(d), there are suitable for the purposes usedno gasses or other Hazardous Materials used in or with any Tangible Personal Property.

Tangible Personal Property. (a) Section 4.13(aThe Company has good title to all machinery and equipment, tools, spare and maintenance parts, furniture, vehicles and all other tangible personal property (collectively, the "TANGIBLE PERSONAL PROPERTY") owned by the Company, free and clear of any Encumbrance of any kind or nature whatsoever, except for Permitted Liens. All material items of Tangible Personal Property currently owned or used by the Company as of the date hereof are in good operating condition and repair, ordinary wear and tear excepted, are physically located at or about the places of business of the Company Disclosure Schedule and are owned outright by the Company or validly leased. Except as set forth on SCHEDULE 3.8(A) hereto, the owned and leased Tangible Personal Property consists of all tangible personal property necessary for the operation of the business of the Company as currently conducted or as currently contemplated to be conducted. (b) SCHEDULE 3.8(B) hereto sets forth each lease a complete and correct list of personal property (“all Tangible Personal Property Leases”) leases to which the Company is a party involving total annual payments in excess of $50,000 relating 25,000 or for a term of more than one year, together with a brief description of the property leased. The Company has made available to personal property used Buyer complete and correct copies of each lease (and any amendments thereto) listed on SCHEDULE 3.8(B) hereto. Except as set forth on SCHEDULE 3.8(B): (i) each such lease is in full force and effect; (ii) all lease payments due to date on any such lease have been paid, and neither the business Company nor (to the knowledge of the Company, the Purchased Companies and their Subsidiaries or to which ) any of the Company, any of the Purchased Companies or any of their Subsidiaries other party is a party or by which the properties or assets of the Company, the Purchased Companies or any of their Subsidiaries is bound other than those leases of personal property made after the date hereof as permitted by or in compliance with Section 6.2. The Company, the Purchased Companies and their Subsidiaries have delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements, if any, thereto. (b) Each of the Company, the Purchased Companies and their Subsidiaries has a valid leasehold interest under each of the Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no material default under any Personal Property Lease by the Company, the Purchased Companies or any of their Subsidiaries or, to the Knowledge of the Company, by any other party theretosuch lease, and no event has occurred that which constitutes, or with the lapse of time or the giving of notice or both would constitute constitute, a material default thereunder. by the Company or (c) The Company, to the Purchased Companies and their Subsidiaries have good and marketable title to all knowledge of the items of tangible personal property reflected in the Balance Sheet Company) any other party under such lease; and (except as sold or disposed of subsequent iii) to the Balance Sheet Date in the Ordinary Course of Business) or acquired after the Balance Sheet Date, free and clear of any and all Liens other than the Permitted Exceptions. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business knowledge of the Company, there are no material defaults alleged against the Purchased Companies and their Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes usedCompany or by any other party with respect to any such lease.

Tangible Personal Property. (a) Section 4.13(a) of the Company Disclosure Schedule 3.12 attached hereto sets forth each lease of personal property (“Personal Property Leases”) involving annual payments in excess of $50,000 relating to personal property used in the business of the Company, the Purchased Companies and their Subsidiaries or to which any of the Company, any of the Purchased Companies or any of their Subsidiaries is a party or by which the properties or assets of the Company, the Purchased Companies or any of their Subsidiaries is bound other than those leases of personal property made after the date hereof as permitted by or in compliance with Section 6.2. The Company, the Purchased Companies and their Subsidiaries have delivered or otherwise made available to the Purchaser true, correct and complete copies list of all items of tangible personal property owned by each respective Acquired Company as of December 31, 2016 having either a net book value or an estimated fair market value in excess of Two Thousand Five Hundred Dollars ($2,500); and Disclosure Schedule 3.12 sets forth a true, current and complete list of all tangible personal property not owned by the Acquired Companies, but in the possession of or used in the Business of the Acquired Companies and having rental payments therefor in excess of One Thousand Dollars ($1,000) per month or Twelve Thousand Dollars ($12,000) per year (collectively, the “Acquired Companies’ Tangible Personal Property”); and Disclosure Schedule 3.12 sets forth a true, current and complete list and descriptions of each respective owner of, and any agreement relating to the use of, each item of Acquired Companies’ Tangible Personal Property Leasesnot owned by either of the Acquired Companies, together with and the circumstances under which such Acquired Companies’ Tangible Personal Property is used. Except as disclosed on Disclosure Schedule 3.12: (a) Each applicable Acquired Company has good, valid and marketable title to each item of Acquired Companies’ Tangible Personal Property owned by it (as indicated on Disclosure Schedule 3.12), free and clear of all amendments, modifications or supplements, if any, thereto.Liens; (b) Each No director, officer, stockholder or employee of either of the CompanyAcquired Companies, the Purchased Companies and their Subsidiaries has a valid leasehold interest under each nor any spouse, child or other relative or other affiliate thereof, owns directly or indirectly, in whole or in part, any of the Acquired Companies’ Tangible Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no default under any Personal Property Lease by the Company, the Purchased Companies or any of their Subsidiaries or, to the Knowledge of the Company, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder.Property; (c) The CompanyAcquired Companies’ Tangible Personal Property is in good operating condition and repair, the Purchased Companies normal wear and their Subsidiaries have good and marketable title to all of the items of tangible personal property reflected in the Balance Sheet (except tear excepted, is currently used by Acquired Companies, as sold or disposed of subsequent to the Balance Sheet Date indicated, in the Ordinary Course of BusinessBusiness of the Acquired Companies’ Business and normal maintenance has been consistently performed with respect to the Acquired Companies’ Tangible Personal Property; (d) Each Acquired Company owns or acquired after otherwise has the Balance Sheet Date, free and clear right to use all of any and all Liens other than the Permitted Exceptions. All such items of tangible personal property which, individually Acquired Companies’ Tangible Personal Property now used by it in or in the aggregate, are material necessary to the operation of the business Business; and (e) At the Closing, the Acquired Companies’ Tangible Personal Property assets of the Company, Acquired Companies will include all of those tangible personal property assets necessary to conduct the Purchased Business as presently conducted and will enable Acquired Companies to operate the Business in the same manner as operated by the Acquired Companies prior to and their Subsidiaries are in good condition and in a state as of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes usedEffective Time consistent with historic practices.

Tangible Personal Property. (a) Section 4.13(a) The Company and its Subsidiaries have good and marketable title to all of the Company Disclosure items of tangible personal property reflected on the Balance Sheet (except as sold or disposed of subsequent to the date thereof in the Ordinary Course of Business), free and clear of any and all Liens, other than the Permitted Exceptions. All such items of tangible personal property are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used. (b) Schedule 5.13 sets forth each lease all leases of personal property (“Personal Property Leases”) involving annual payments in excess of $50,000 relating to personal property used in the business of the Company, the Purchased Companies and their Company or any of its Subsidiaries or to which any of the Company, any of the Purchased Companies Company or any of their its Subsidiaries is a party or by which the properties or assets of the Company, the Purchased Companies Company or any of their its Subsidiaries is bound other than those leases bound. All of the items of personal property made after under the date hereof as permitted Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used, and such property is in all material respects in the condition required of such property by or in compliance with Section 6.2the terms of the lease applicable thereto during the term of the lease. The Company, the Purchased Companies and their Subsidiaries have Company has delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements, if any, supplements thereto. (bc) Each The Company and each of the Company, the Purchased Companies and their its Subsidiaries has have a valid and enforceable leasehold interest under each of the Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws Laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), . Each of the Personal Property Leases is in full force and there effect. There is no default under any Personal Property Lease by the Company, the Purchased Companies Company or any of their its Subsidiaries or, to the Knowledge of the CompanyCompany or the Sellers, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder. (c) The Company, the Purchased Companies and their Subsidiaries have good and marketable title . No party to all any of the items of tangible personal property reflected in the Balance Sheet (except as sold or disposed of subsequent to the Balance Sheet Date in the Ordinary Course of Business) or acquired after the Balance Sheet Date, free and clear of Personal Property Leases has exercised any and all Liens other than the Permitted Exceptions. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of the Company, the Purchased Companies and their Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes usedtermination rights with respect thereto.

Tangible Personal Property. (a) Section 4.13(a) of Except as set forth on Schedule 4.12(a), the Company Disclosure Schedule sets forth each lease of personal property (“Personal Property Leases”) involving annual payments in excess of $50,000 relating to personal property used in and the business of the Company, the Purchased Companies and their Subsidiaries or to which any of the Company, any of the Purchased Companies or any of their Subsidiaries is a party or by which the properties or assets of the Company, the Purchased Companies or any of their Subsidiaries is bound other than those leases of personal property made after the date hereof as permitted by or in compliance with Section 6.2. The Company, the Purchased Companies and their Subsidiaries have delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements, if any, thereto. (b) Each of the Company, the Purchased Companies and their Subsidiaries has a valid leasehold interest under each of the Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no default under any Personal Property Lease by the Company, the Purchased Companies or any of their Subsidiaries or, to the Knowledge of the Company, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder. (c) The Company, the Purchased Companies and their Company Subsidiaries have good and marketable title to all of the items of owned tangible personal property reflected used in the Balance Sheet business of the Company and the Company Subsidiaries (except as sold or disposed of subsequent to the Balance Sheet Date date hereof in the Ordinary Course of Business) or acquired after the Balance Sheet DateBusiness and not in violation of this Agreement), free and clear of any and all Liens Liens, other than the Permitted Exceptions. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of the Company, Company and the Purchased Companies and their Company Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used. (b) Schedule 4.12(b) sets forth all leases of personal property involving annual payments in excess of $50,000 or having a remaining term of more than one year from the date hereof relating to personal property used in the business of the Company and the Company Subsidiaries or to which the Company or any of the Company Subsidiaries is a party or by which the properties or assets of the Company is bound ("Personal Property Leases"). All of the items of material personal property under the Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used, and such property is in all material respects in the condition required of such property by the terms of the lease applicable thereto during the term of the lease. The Company has delivered to Parent true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto. (c) Each of the Company and the Company Subsidiaries has a valid and enforceable leasehold interest under each of the Personal Property Leases under which it is a lessee. Each of the Personal Property Leases is in full force and effect and neither the Company nor any of the Company Subsidiaries has received or given any notice of any material default or event that with notice or lapse of time, or both, would constitute a material default by the Company or any of the Company Subsidiaries under any of the Personal Property Leases and, to the Knowledge of the Company and the Principal Securityholders, no other party is in material default thereof, and no party to the Personal Property Leases has exercised any termination rights with respect thereto.

Tangible Personal Property. (a) Section 4.13(a) Schedule 4.11 contains a list of the Company Disclosure Schedule sets forth each lease of all material personal property (“Personal Property Leases”) involving annual payments in excess of $50,000 relating to personal property that is either owned or leased by Seller or used or useful in the business of the CompanyBusiness, the Purchased Companies and their Subsidiaries or to which any of the Companyincluding, without limitation, any of the Purchased Companies or any of their Subsidiaries is a party or by which the properties or assets of the Companyand all equipment, the Purchased Companies or any of their Subsidiaries is bound other than those leases of personal property made after the date hereof as permitted by or in compliance with Section 6.2. The Companyvessels, the Purchased Companies and their Subsidiaries have delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements, if any, thereto. (b) Each of the Company, the Purchased Companies and their Subsidiaries has a valid leasehold interest under each of the Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity)machinery, and there is no default under any Personal Property Lease by the Companyall appurtenances, the Purchased Companies or any of their Subsidiaries or, to the Knowledge of the Company, by any other party theretospare parts, and no event other related tangible personal property. Seller has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder. (c) The Company, the Purchased Companies and their Subsidiaries have good and marketable title to all owned personal property constituting Assets subject to no Encumbrances, Working Capital Liabilities, Taxes, or Indebtedness, and Seller is conveying to Buyer at Closing, good and marketable title to the Assets, in each case free and clear of all Encumbrances, Working Capital Liabilities, Taxes, and Indebtedness. All leases under which Seller leases any of the items personal property, which are set forth on Schedule 4.11, are in full force and effect and binding upon the parties thereto. None of tangible the parties to such leases is in breach of any of the provisions thereof (nor is there a basis therefor). All personal property reflected leases in effect with respect to the Business are included in the Balance Sheet (except as sold Assets and are, and upon consummation of the transactions contemplated hereby, will be validly assigned and transferred to Buyer and will continue to be, in full force and effect and constitute and will constitute valid and legally binding agreements. Any required consents or disposed of subsequent notifications for assignment thereof are set forth on Schedule 4.11. The Assets are all either owned by or validly leased to Seller and to no other entity or Person, and at the Balance Sheet Closing Date in the Ordinary Course of Business) or acquired after the Balance Sheet Date, are free and clear of any and all Liens other Encumbrances, Indebtedness, Taxes, Working Capital Liabilities, and Claims. Except as expressly set forth herein, all tangible personal property included in the Assets is being transferred by Seller to Buyer on an “AS IS WHERE IS BASIS,” with all faults and defects whatsoever. Other than the Permitted Exceptions. All such items representations and warranties made by Seller and Shareholder herein, neither makes any other representations or warranties as to condition, value or otherwise of tangible personal property whichand hereby disclaims all other representations and warranties with respect thereto, individually whether express or in the aggregateimplied, are material to the operation of the business of the Company, the Purchased Companies and their Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used.specifically disclaims THE IMPLIED WARRANTIES OF MERCHANTABILITY

Tangible Personal Property. (a) Section 4.13(aSchedule 4.15(a) of the Company Disclosure Schedule sets forth each lease all leases of personal property (“"Personal Property Leases”") involving annual payments in excess of $50,000 15,000 relating to personal property used in the business of the Company, the Purchased Companies Company and their its Subsidiaries or to which any of the Company, any of the Purchased Companies Company or any of their its Subsidiaries is a party or by which the properties or assets of the Company, the Purchased Companies Company or any of their its Subsidiaries is bound other than those leases of personal property made after the date hereof as permitted by or in compliance with Section 6.2bound. The Company, the Purchased Companies and their Subsidiaries have Company has delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements, if any, thereto. (b) Each of the Company, the Purchased Companies Company and their its Subsidiaries has a valid leasehold interest under each of the Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no default under any Personal Property Lease by the Company, the Purchased Companies Company or any of their Subsidiaries orits Subsidiaries, or to the Knowledge of the Company, by any other party thereto, and no event has occurred that which, with the lapse of time or the giving of notice or both would constitute a default thereunderthereunder by the Company or any of its Subsidiaries or, to the Knowledge of the Company, by any other party thereto. (c) The CompanyExcept as set forth on Schedule 4.15(b), each of the Purchased Companies Company and their its Subsidiaries have has good and marketable title to all of the items of tangible personal property reflected in the Balance Sheet Company Financial Statements referred to in Section 4.17 (except as sold or disposed of subsequent to the Balance Sheet Date date thereof in the Ordinary Course ordinary course of Business) or acquired after the Balance Sheet Datebusiness consistent with past practice), free and clear of any and all Liens other than the Permitted ExceptionsLiens. All such items of tangible personal property whichthat, individually or in the aggregate, are material to the operation of the business of the Company, the Purchased Companies Company and their its Subsidiaries are in good condition and are currently usable in a state the ordinary course. (d) All of the items of tangible personal property used by the Company and its Subsidiaries under the Personal Property Leases are in good maintenance and repair (ordinary wear and tear excepted) condition and are suitable currently usable in the ordinary course. Environmental Matters. Except as set forth on Schedule 4.16: (a) The Company and each of its Subsidiaries have obtained all permits, licenses and other authorizations, if any, which are required under Environmental Laws for the purposes operation of the Company's or such Subsidiary's business and the Company and each of its Subsidiaries are in compliance with all terms and conditions of required permits, licenses and authorizations, and is also in compliance with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, notifications, schedules and timetables contained in the Environmental Laws; (b) Neither the Company nor any of its Subsidiaries has Knowledge of or has received notice of, the disposal or release or presence of Hazardous Substances on any of its properties, or of any past, present or future events, conditions, circumstances, activities, practices, incidents, actions or plans which may interfere with or prevent compliance or continued compliance on the part of the Company or any such Subsidiary with Environmental Laws, or may give rise to any common law or legal liability, or otherwise form the basis of any claim, action, demand, suit, Lien, proceeding, hearing, study or investigation, based on or related to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling, or the emission, discharge, release or threatened release into the environment, of any Hazardous Substance; (c) All assets of the Company and its Subsidiaries are free from Hazardous Substances except for Hazardous Substances used, maintained or handled by the Company or such Subsidiary in the ordinary course of business and the use and disposal of any and all such Hazardous Substances is effected by the Company or such Subsidiary in compliance with all applicable Environmental Laws; and (d) There is not pending or threatened against the Company or any of its Subsidiaries and neither the Company nor any of its Subsidiaries Knows of any facts or circumstances that might give rise to, any civil, criminal or administrative action, suit, demand, claim, hearing, notice or demand letter, notice of violation, environmental Lien, investigation, or proceeding relating in any way to Environmental Laws.

Tangible Personal Property. (a) Section 4.13(a) of Except as set forth in Schedule -------------------------- -------- 3.11.1 regarding property indicated thereon as leased, the Company Disclosure Schedule sets forth each lease of personal property (“Personal Property Leases”) involving annual payments in excess of $50,000 relating to personal property used in the business of the Company, the Purchased Companies and their Subsidiaries has or to which any of the Company, any of the Purchased Companies or any of their Subsidiaries is a party or by which the properties or assets of the Company, the Purchased Companies or any of their Subsidiaries is bound other than those leases of personal property made after the date hereof as permitted by or in compliance with Section 6.2. The Company, the Purchased Companies and their Subsidiaries have delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements, if any, thereto. (b) Each of the Company, the Purchased Companies and their Subsidiaries has a valid leasehold interest under each of the Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no default under any Personal Property Lease by the Company, the Purchased Companies or any of their Subsidiaries or, to the Knowledge of the Company, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder. (c) The Company, the Purchased Companies and their Subsidiaries ------ Closing will have good and marketable title to all of the items of equipment, computer hardware, furniture, and other tangible personal property reflected listed in Schedule 3.11.1 --------------- (except for personal property disposed of in the Balance Sheet (except as sold or disposed ordinary course of subsequent to the Balance Sheet Date in the Ordinary Course of Business) or acquired business after the Balance Sheet Datedate thereof and replaced with other personal property of comparable value and utility), free and clear of any liens, claims, security interests, options, leases, restrictions or encumbrances which adversely affect the marketability of title thereto. The Stockholders shall cause any personal property shown on Schedule 3.11.1 as not owned by the --------------- -7- Company on the date hereof to be transferred to the Company at or prior to Closing except for personal property listed in Schedule 3.11.1 which is leased --------------- by unrelated third parties to an affiliate of the Company on the date hereof (the "Leased Equipment"). On or prior to the Closing, the Stockholders shall cause either the Leased Equipment to be subleased to the Company or a new lease for such Leased Equipment to be entered into between the Company and all Liens the lessor on substantially the same terms as presently leased to the Company's affiliate and shall secure the Company's release in regard to equipment covered by the lease other than the Permitted ExceptionsLeased Equipment. All such items of The assets listed on Schedule 3.11.1 --------------- constitute all the tangible personal property which, individually or used solely in the aggregate, are material to the operation of the business Company's Business as currently conducted but do not include assets owned by affiliates of the Company the use of which is shared by the Company other entities affiliated with the Company. Schedule 3.11.2 lists all hardware used by --------------- the Company in the delivery of electronic products which is owned by and shared with affiliates of the Company and is thus not being transferred to the Company on Closing. EXCEPT AS EXPRESSLY PROVIDED HEREBY THE STOCKHOLDERS MAKE NO OTHER WARRANTY OR REPRESENTATION WHATSOEVER, EITHER EXPRESS OR IMPLIED, REGARDING THE PERSONAL PROPERTY DESCRIBED 1N SCHEDULE 3.11 OR ANY OTHER PERSONAL PROPERTY INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A SPECIFIC PURPOSE. The Company does not hold any property on consignment, nor does the Purchased Companies and their Subsidiaries are Company hold title to any property in good condition and in a state the possession of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes usedothers.

Tangible Personal Property. (a) Section 4.13(aAqua at LSE has good and marketable title to any machinery, equipment, fixtures, tools, spare and maintenance parts, furniture, vehicles and any other tangible personal property owned by Aqua at LSE (and not otherwise by Tenants) at the Real Property (collectively, the “Tangible Personal Property”), free and clear of any Liens, except as set forth on Schedule 3.24(a) and except for Permitted Exceptions. The owned and leased Tangible Personal Property constitutes all tangible personal property necessary for the operation of the Company Disclosure Real Property as currently conducted or as currently contemplated to be conducted. No person other than Aqua at LSE owns any Tangible Personal Property situated on the Real Property or necessary to the operation of the Real Property, except for the leased items disclosed on Schedule 3.24(b). None of the Tangible Personal Property is subject to any agreement, arrangement or understanding for its use by any person other than Aqua at LSE or any Tenants of the Real Property. Except as set forth on Schedule 3.24(a), no item of Tangible Personal Property owned or used by Aqua at LSE is subject to any conditional sale agreement, installment sale agreement or title retention or security agreement or arrangement of any kind. As to each item of Tangible Personal Property subject to any such agreement or arrangement, Schedule 3.24(a) sets forth each lease of personal property (“Personal Property Leases”) involving annual payments in excess of $50,000 relating to personal property used in the business a brief description of the Company, property in question and the Purchased Companies amount and their Subsidiaries or to which any repayment terms of the Company, any of underlying obligation. Seller will deliver a fixed asset inventory to Purchaser during the Purchased Companies or any of their Subsidiaries is a party or by which the properties or assets of the Company, the Purchased Companies or any of their Subsidiaries is bound other than those leases of personal property made after the date hereof as permitted by or in compliance with Section 6.2. The Company, the Purchased Companies and their Subsidiaries have delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements, if any, theretoInspection Period. (b) Each Schedule 3.24(b) sets forth a complete and correct list of all material Tangible Personal Property leases to which Aqua at LSE is a party, together with a brief description of the Companyproperty leased. Seller has made available to Purchaser complete and correct copies of each lease (and any amendments thereto) listed on Schedule 3.24(b). Except as set forth on Schedule 3.24(b): (i) each such lease is in full force and effect; (ii) all lease payments due to the date hereof on any such lease have been paid, the Purchased Companies and their Subsidiaries has a valid leasehold interest under each of the Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceabilityand, to general principles of equity (regardless of whether enforcement Aqua at LSE’s and Seller’s knowledge, neither Aqua at LSE nor any other party is sought in a proceeding at law or in equity), and there is no material default under any Personal Property Lease by the Company, the Purchased Companies or any of their Subsidiaries or, to the Knowledge of the Company, by any other party theretosuch lease, and no event has occurred that constitutes, or with the or without notice, lapse of time or the giving of notice time, or both would constitute constitute, a material default thereunder. by Aqua at LSE or any other party under such lease; and (ciii) The Company, the Purchased Companies and their Subsidiaries have good and marketable title to all of the items of tangible personal property reflected in the Balance Sheet (except as sold or disposed of subsequent to the Balance Sheet Date in the Ordinary Course of Business) or acquired after the Balance Sheet Date, free and clear Aqua at LSE has received no notice of any disputes or disagreements between Aqua at LSE and all Liens any other than the Permitted Exceptions. All party in respect of any such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of the Company, the Purchased Companies and their Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes usedlease.

Tangible Personal Property. (a) Section Except as set forth on Schedule 4.13(a) ), the Company and its Subsidiaries have good and marketable title to all of the items of tangible personal property reflected on the Balance Sheet (except as sold or disposed of subsequent to the date thereof in the Ordinary Course of Business consistent with past practice), free and clear of any and all Liens other than the Permitted Exceptions. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of the Company Disclosure and its Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used. The Company owns all assets necessary to operate its business consistent with past practice. (b) Schedule 4.13(b) sets forth each lease all leases of personal property (“"Personal Property Leases”") involving annual payments in excess of $50,000 10,000 relating to personal property used in the business of the Company, the Purchased Companies and their Company or any of its Subsidiaries or to which any of the Company, any of the Purchased Companies Company or any of their its Subsidiaries is a party or by which the properties or assets of the Company, the Purchased Companies Company or any of their its Subsidiaries is bound other than those leases of personal property made after the date hereof as permitted by or in compliance with Section 6.2bound. The Company, the Purchased Companies and their Subsidiaries have Company has delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements, if any, supplements thereto. All of the items of personal property under the Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used. (bc) Each The Company and each of the Company, the Purchased Companies and their its Subsidiaries has have a valid and enforceable leasehold interest under each of the Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ ' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no default under any Personal Property Lease by the Company, the Purchased Companies Company or any of their its Subsidiaries or, to the Knowledge knowledge of the CompanySelling Stockholders, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder. (c) The Company, the Purchased Companies and their Subsidiaries have good and marketable title . No party to all any Personal Property Lease has exercised any termination rights with respect thereto. Each of the items of tangible personal property reflected Personal Property Leases is in the Balance Sheet (except as sold or disposed of subsequent to the Balance Sheet Date in the Ordinary Course of Business) or acquired after the Balance Sheet Date, free full force and clear of any and all Liens other than the Permitted Exceptions. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of the Company, the Purchased Companies and their Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes usedeffect.

Tangible Personal Property. (a) Section 4.13(aSchedule 4.15(a) of the Company Disclosure Schedule sets forth each lease all leases of personal property (“"Personal Property Leases”") involving annual payments in excess of $50,000 15,000 relating to personal property used in the business of the Company, the Purchased Companies Company and their its Subsidiaries or to which any of the Company, any of the Purchased Companies Company or any of their its Subsidiaries is a party or by which the properties or assets of the Company, the Purchased Companies Company or any of their its Subsidiaries is bound other than those leases of personal property made after the date hereof as permitted by or in compliance with Section 6.2bound. The Company, the Purchased Companies and their Subsidiaries have Company has delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements, if any, thereto. (b) Each of the Company, the Purchased Companies Company and their its Subsidiaries has a valid leasehold interest under each of the Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no default under any Personal Property Lease by the Company, the Purchased Companies Company or any of their Subsidiaries orits Subsidiaries, or to the Knowledge of the Company, by any other party thereto, and no event has occurred that which, with the lapse of time or the giving of notice or both would constitute a default thereunderthereunder by the Company or any of its Subsidiaries or, to the Knowledge of the Company, by any other party thereto. (c) The CompanyExcept as set forth on Schedule 4.15(b), each of the Purchased Companies Company and their its Subsidiaries have has good and marketable title to all of the items of tangible personal property reflected in the Balance Sheet Company Financial Statements referred to in Section 4.17 (except as sold or disposed of subsequent to the Balance Sheet Date date thereof in the Ordinary Course ordinary course of Business) or acquired after the Balance Sheet Datebusiness consistent with past practice), free and clear of any and all Liens other than the Permitted ExceptionsLiens. All such items of tangible personal property whichthat, individually or in the aggregate, are material to the operation of the business of the Company, the Purchased Companies Company and their its Subsidiaries are in good condition and are currently usable in a state the ordinary course. (d) All of the items of tangible personal property used by the Company and its Subsidiaries under the Personal Property Leases are in good maintenance and repair (ordinary wear and tear excepted) condition and are suitable for currently usable in the purposes usedordinary course.

Tangible Personal Property. (a) Section 4.13(a) SECTION 3.15 of the Company Disclosure Schedule sets forth lists each lease distinct group of machinery, equipment, tools, supplies, furniture, fixtures, personalty, vehicles, rolling stock and other tangible personal property (“Personal Property Leases”the "TANGIBLE PERSONAL PROPERTY") involving annual payments in excess of $50,000 relating to personal property used in the business Business or owned or leased by the Company. (b) The Company has delivered, or will deliver on or before the Purchaser s receipt of the CompanyDisclosure Schedule, the Purchased Companies and their Subsidiaries or to which any of the Company, any of the Purchased Companies or any of their Subsidiaries is a party or by which the properties or assets of the Company, the Purchased Companies or any of their Subsidiaries is bound other than those leases of personal property made after the date hereof as permitted by or in compliance with Section 6.2. The Company, the Purchased Companies and their Subsidiaries have delivered or otherwise made available to the Purchaser true, correct and complete copies of the all leases and subleases for Tangible Personal Property Leases, together with all amendments, modifications or supplements, if any, thereto.Property. With respect to each of such leases and subleases: (bi) Each such lease or sublease is legal, valid, binding, enforceable and in full force and effect and represents the entire agreement between the respective lessor and lessee with respect to such property; (ii) neither the Company nor any Shareholder has: (A) received any notice of cancellation or termination under such lease or sublease and no lessor has any right of termination or cancellation under such lease or sublease except in connection with a default of the CompanyCompany thereunder, or (B) received any notice of a breach or default under such lease or sublease, which breach or default has not been cured; and (iii) neither the Purchased Companies and their Subsidiaries has a valid leasehold interest under each Company nor any Shareholder nor (to the knowledge of the Personal Property Leases under which it Company and the Shareholders) any other party to such lease or sublease, is a lesseein breach or default in any material respect, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no default under any Personal Property Lease by the Company, the Purchased Companies or any of their Subsidiaries orand, to the Knowledge knowledge of the CompanyCompany and the Shareholders, by any other party thereto, and no event has occurred that that, with the notice or lapse of time or the giving of notice or both would constitute such a breach or default thereunderor permit termination, modification or acceleration under such lease or sublease. (c) The Company, Company has the Purchased Companies full right to exercise any renewal options contained in the leases and their Subsidiaries have good subleases pertaining to the Tangible Personal Property on the terms and marketable title conditions therein and upon due exercise would be entitled to all enjoy the use of each item of leased Tangible Personal Property for the full term of such renewal options. (d) All of the items of tangible personal property reflected in the Balance Sheet (except as sold or disposed of subsequent to the Balance Sheet Date in the Ordinary Course of Business) or acquired after the Balance Sheet Date, free Company s assets and clear of any and all Liens other than the Permitted Exceptions. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of the Company, the Purchased Companies and their Subsidiaries properties constituting Tangible Personal Property are in good and serviceable condition and in a state of good maintenance and repair (ordinary subject to normal wear and tear exceptedtear) and are suitable for the purposes useduses for which they are intended.

Tangible Personal Property. (a) Section 4.13(aThe Company and the Subsidiaries have good and marketable title to all of the items of tangible personal property reflected on the Balance Sheet (except as sold or disposed of subsequent to the date thereof in the Ordinary Course of Business and not in violation of this Agreement), free and clear of any and all Liens, other than the Permitted Exceptions. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the Business are in satisfactory condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used. (b) Schedule 5.16(b) of the Company Disclosure Schedule sets forth each lease all leases of personal property (“"Personal Property Leases”") involving annual payments in excess of $50,000 relating to personal property used in the business of the Company, the Purchased Companies and their Subsidiaries Business or to which the Company or any of the Company, any of the Purchased Companies or any of their Subsidiaries is a party or by which the properties or assets of the Company, the Purchased Companies Company or any of their the Subsidiaries is bound other than those leases bound, and such property is in all material respects in the condition required of personal such property made after by the date hereof as permitted by or in compliance with Section 6.2terms of the lease applicable thereto during the term of the lease. The Company, the Purchased Companies and their Subsidiaries Sellers have delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements, if any, supplements thereto. (bc) Each The Company and each of the Company, the Purchased Companies and their Subsidiaries has a valid and enforceable leasehold interest under each of the Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ ' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no default under any . Each of the Personal Property Lease Leases is in full force and effect and neither the Company nor any of the Subsidiaries has received or given any written notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Company, the Purchased Companies Company or any of their the Subsidiaries orunder any of the Personal Property Leases and, to the Knowledge of the CompanySellers, by any no other party theretois in default thereof, and no event party to the Personal Property Leases has occurred that exercised any termination rights with the lapse of time or the giving of notice or both would constitute a default thereunderrespect thereto. (cd) The CompanySchedule 5.16(d) of the Disclosure Schedule comprises a complete and accurate record of the plant, machinery, vehicles and equipment owned or used by the Company and the Subsidiaries with a value in excess of $25,000. (e) Notwithstanding anything contained in the sale agreement between Matrix International Limited (registered number 3690656) and Matrix Engineering Limited (registered number 3690656) pursuant to the Pre-Sale Reorganisation, all assets transferred and sold to the Subsidiaries pursuant to the transactions contemplated under the Pre-Sale Reorganisation will be transferred and sold with full title guarantee with the benefit of the representations, warranties and undertakings contained in this Agreement. (f) All assets transferred and sold pursuant to the transactions contemplated under the Pre-Sale Reorganisation will be sold and purchased at fair market value. (g) Notwithstanding anything contained in the sale agreement between Matrix International Limited (registered number 0356189) and Matrix Engineering Limited (registered number 3690656) pursuant to the Pre-Sale Reorganisation, the Purchased Companies asset transfer and their sale transactions contemplated under the Pre-Sale Reorganisation will convey to the applicable Subsidiaries have good and marketable title to all of the items of tangible personal property reflected in the Balance Sheet (except as sold or disposed of subsequent to the Balance Sheet Date in the Ordinary Course of Business) or acquired after the Balance Sheet Datesuch assets, free and clear of any and all Liens (other than Permitted Exceptions and subject to repayment of the Permitted ExceptionsBank Debt), and there is no agreement or commitment to create a Lien in relation to such assets in favour of any Person, and no claim has been made by any Person to be entitled to any. All For avoidance of doubt, following the consummation of the transactions contemplated under the Pre-Sale Reorganisation and as of the Closing Date, the assets of the Company and the Subsidiaries (including such items assets transferred and sold to the Subsidiaries of tangible personal property which, individually the Group pursuant to the transactions contemplated under the Pre-Sale Reorganisation) shall constitute all of the assets used in or held for use in the aggregate, Business and are material sufficient for the Purchaser to conduct the operation of Business from and after the business of the Company, the Purchased Companies and their Subsidiaries are in good condition Closing Date without interruption and in a state the Ordinary Course of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes usedBusiness.

Tangible Personal Property. (a) All of Seller’s right, title and interest, without warranty, except as set forth in Section 4.13(a) of the Company Disclosure Schedule sets forth each lease of personal property (“Personal Property Leases”) involving annual payments in excess of $50,000 relating to personal property used 9.1.10, in the business equipment, machinery, furniture, furnishings and fixtures, including all china, glassware, silverware, linens, uniforms, works of the Companyart, the Purchased Companies computers, computer equipment and their Subsidiaries or to which any of the Companymanuals and, any of the Purchased Companies or any of their Subsidiaries is a party or by which the properties or assets of the Company, the Purchased Companies or any of their Subsidiaries is bound other than those leases of personal property made after the date hereof as permitted by or in compliance with Section 6.2. The Company, the Purchased Companies and their Subsidiaries have delivered or otherwise made available to the Purchaser trueextent assignable, correct computer software, programs and complete copies of the Personal Property Leasesdatabases, together with all amendments, modifications or supplementsOperating Statements (as hereinafter defined) and other tangible personal property, if any, thereto. (b) Each owned by Seller and now or hereafter located in or used in connection with the operation, ownership or management of the CompanyReal Property (collectively, the Purchased Companies and their Subsidiaries has a valid leasehold interest under each of the Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity“FFE”), supplies and there is no default under any Personal Property Lease by the Companyinventory, the Purchased Companies including materials and supplies used or any of their Subsidiaries or, to the Knowledge of the Company, by any other party thereto, and no event has occurred that intended for use but not for sale in connection with the lapse of time or the giving of notice or both would constitute a default thereunder. (c) The Company, the Purchased Companies and their Subsidiaries have good and marketable title to all of the items of tangible personal property reflected in the Balance Sheet (except as sold or disposed of subsequent to the Balance Sheet Date in the Ordinary Course of Business) or acquired after the Balance Sheet Date, free and clear of any and all Liens other than the Permitted Exceptions. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business Hotel, all fuel stored on site, all inventory, if any, held for sale in the Hotel’s gift shop or other retail outlets owned by Seller, and, subject to Section 7.3.2 hereof, all merchandise, food and beverages held for sale in connection with the operation of the CompanyHotel to the extent owned by Seller (collectively, “Supplies and Inventory”, and collectively with the FFE, the Purchased “Tangible Personal Property”). However, notwithstanding the foregoing, the Tangible Personal Property specifically excludes (collectively, the “Excluded Tangible Personal Property”): (i) any items of personal property owned or leased by The ▇▇▇▇▇ Companies and located in the portion of the Improvements occupied by The ▇▇▇▇▇ Companies; (ii) any items of personal property owned or leased by tenants under Leases and located in the portion of the Improvements leased by such tenants under their Subsidiaries are Leases; and (iii) any items of personal property owned by third parties and leased to Seller. The Tangible Personal Property includes, without limitation, the items set forth on Schedule 2.1.3 attached hereto. The Supplies and Inventory shall be subject to depletion, resupply, substitution, replacement and disposition in good condition the ordinary course of business such that the Supplies and in a state Inventory to be conveyed at Closing shall be such Supplies and Inventory that exists as of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes usedClosing Date, subject to the terms of Section 7.2.4 below.

Tangible Personal Property. (a) Section 4.13(a) of the Company Disclosure Schedule 4.13 sets forth each lease all leases of personal property (“"Personal Property Leases”") involving annual payments in excess of $50,000 25,000 relating to personal property used in the business of the Company, the Purchased Companies and their Purchaser or any of its Subsidiaries or to which any of the Company, any of the Purchased Companies Purchaser or any of their its Subsidiaries is a party or by which the properties or assets of the Company, the Purchased Companies Purchaser or any of their its Subsidiaries is bound other than those leases of personal property made after the date hereof as permitted by or in compliance with Section 6.2bound. The Company, the Purchased Companies and their Subsidiaries have Purchaser has delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements, if any, supplements thereto. (b) Each The Purchaser and each of the Company, the Purchased Companies and their its Subsidiaries has have a valid leasehold interest under each of the Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ ' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no default under any Personal Property Lease by the Company, the Purchased Companies Purchaser or any of their its Subsidiaries or, to the Knowledge of the Company, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder. (c) The Company, the Purchased Companies Purchaser and their its Subsidiaries have good and marketable title to all of the items of tangible personal property reflected in the Balance Sheet (except as sold or disposed of subsequent to the Balance Sheet Date date thereof in the Ordinary Course ordinary course of Business) or acquired after the Balance Sheet Datebusiness consistent with past practice), free and clear of any and all Liens other than the Permitted ExceptionsLiens, except those which would not have a Material Adverse Effect. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of the Company, the Purchased Companies Purchaser and their its Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used. (d) All of the items of tangible personal property used by the Purchaser and its Subsidiaries under the Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used.

Tangible Personal Property. (a) Section 4.13(a) Each of the Company Disclosure Schedule sets forth each lease and its Subsidiaries has good and marketable title to all of their respective properties, interests in properties and personal property (“Personal Property Leases”) involving annual payments in excess of $50,000 relating to assets, including, without limitation, all machinery and equipment, tools, spare and maintenance parts, furniture, vehicles and all other tangible personal property used in or necessary for the conduct of its business as presently conducted (collectively, the "Tangible Personal Property") owned by the Company and its Subsidiaries, and all such Tangible Personal Property is free and clear of any Liens, except as set forth on Schedule 2.9(a) and except for Permitted Liens. All items of Tangible Personal Property currently owned or used by the Company and its Subsidiaries as of the date hereof are in good operating condition and repair in all material respects in light of their respective ages, ordinary wear and tear excepted, are physically located at or about the Company's places of business and are owned outright by the Company and its Subsidiaries or validly leased except as otherwise set forth on Schedule 2.9(a) and subject to Permitted Liens. The owned and leased Tangible Personal Property constitutes all tangible personal property necessary for the operation of the business of the CompanyCompany and its Subsidiaries as currently conducted. None of the Tangible Personal Property is subject to any agreement, arrangement or understanding for its use by any person other than the Purchased Companies Company or its Subsidiaries. The maintenance and their operation of the Tangible Personal Property complies in all material respects with all applicable Laws, ordinances, contractual commitments and obligations. Except as set forth on Schedule 2.9(a), no item of Tangible Personal Property owned or used by the Company and its Subsidiaries as of the date hereof is subject to any conditional sale agreement, installment sale agreement or title retention or security agreement or arrangement of any kind. The Company has delivered to Parent a complete and correct fixed asset list of the Company and its Subsidiaries. (b) The Company has delivered to Parent a complete and correct list of all material Tangible Personal Property leases to which the Company or any of its Subsidiaries is a party, together with a brief description of the property leased and each such lease is identified in Schedule 2.9(b). Each of the Company and its Subsidiaries has delivered to Parent complete and correct copies of each lease (and any amendments thereto). Except as set forth on Schedule 2.9(b): (i) each such lease is in full force and effect; (ii) all lease payments due to the date hereof on any such lease have been paid, and neither the Company, any of its Subsidiaries, nor (to the Purchased Companies or any of their Subsidiaries is a party or by which the properties or assets knowledge of the Company, the Purchased Companies ) any other party is in material breach or any of their Subsidiaries is bound other than those leases of personal property made after the date hereof as permitted by or in compliance with Section 6.2. The Company, the Purchased Companies and their Subsidiaries have delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements, if any, thereto. (b) Each of the Company, the Purchased Companies and their Subsidiaries has a valid leasehold interest under each of the Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no material default under any Personal Property Lease by the Company, the Purchased Companies or any of their Subsidiaries or, to the Knowledge of the Company, by any other party theretosuch lease, and no event has occurred that constitutes, or with the or without notice, lapse of time or the giving of notice time, or both would constitute constitute, a material default thereunder. by the Company or any of its Subsidiaries or (c) The Company, the Purchased Companies and their Subsidiaries have good and marketable title to all of the items of tangible personal property reflected in the Balance Sheet (except as sold or disposed of subsequent to the Balance Sheet Date in the Ordinary Course of Business) or acquired after the Balance Sheet Date, free and clear of any and all Liens other than the Permitted Exceptions. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business knowledge of the Company, ) any other party under such lease; and (iii) there are no disputes or disagreements between the Purchased Companies Company or any of its Subsidiaries and their Subsidiaries are any other party in good condition and in a state respect of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes usedany such lease.

Tangible Personal Property. (a) Except as set forth on Section 4.13(a3.1(g) of the Company Seller Disclosure Schedule sets forth Letter, each lease of the Companies has good title to all tangible personal property owned by it except for (“Personal Property Leases”i) involving annual payments defects in excess title or Liens which would not reasonably be expected to have a Seller Material Adverse Effect, (ii) Liens for taxes not yet delinquent or being contested in good faith by appropriate proceedings for which adequate reserves are reflected on the financial statements of $50,000 relating to personal property used the Companies in accordance with generally accepted accounting principles, (iii) statutory Liens of carriers, warehousemen, mechanics, materialmen and other similar Persons incurred in the ordinary course of business for amounts the payment of which is not due, (iv) Liens of landlords securing tenant lease obligations, whether arising by statute or contract, (v) Liens incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security, (vi) Liens for liabilities disclosed or reflected in the financial statements of the Company, the Purchased Companies and their Subsidiaries or to which any of the Company, any of the Purchased Companies or any of their Subsidiaries is a party or by which the properties or assets of the Company, the Purchased Companies or any of their Subsidiaries is bound other than those leases of personal property made after the date hereof as permitted by or in compliance with Section 6.2. The Company, the Purchased Companies and their Subsidiaries have delivered or otherwise made available to the Purchaser truePurchaser, correct and complete copies (vii) Liens incidental to the conduct of business of any of the Personal Property Leases, together with all amendments, modifications Companies as permitted to be conducted pursuant to this Agreement or supplements, if any, thereto. (b) Each to the ownership of property of a character which customarily exist on properties of companies engaged in activities similar to those engaged in by the Company, the Purchased Companies and their Subsidiaries has a valid leasehold interest under each which were not incurred in connection with the borrowing of money or the Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles obtaining of equity (regardless of whether enforcement is sought in a proceeding at law advances or in equity)credit, and there is no default under any Personal Property Lease by the Company, the Purchased Companies or any of their Subsidiaries or, to the Knowledge of the Company, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder. (c) The Company, the Purchased Companies and their Subsidiaries have good and marketable title to all of the items of tangible personal property reflected in the Balance Sheet (except as sold or disposed of subsequent to the Balance Sheet Date in the Ordinary Course of Business) or acquired after the Balance Sheet Date, free and clear of any and all Liens other than the Permitted Exceptions. All such items of tangible personal property whichwhich do not, individually or in the aggregate, are material to interfere with the operation ordinary conduct of the business of the CompanyCompanies or detract from the value or use of the properties subject to any such Liens and (viii) Liens incurred in connection with the purchase of tangible personal property. All leases pursuant to which any of the Companies leases as lessor or lessee any tangible personal property are valid and binding in accordance with their respective terms, and to the Purchased knowledge of the Seller, except as set forth in Section 3.1(g) of the Seller Disclosure Letter, there is not under any of such leases any existing default or event which with notice or lapse of time or both would constitute a default, in each case, on the part of any of the Companies and their Subsidiaries are in good condition and in a state or, to the Seller's knowledge, on the part of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes usedany other party to such leases.

Tangible Personal Property. (a) Section 4.13(a) The Company and the Acquired Subsidiaries have legal and beneficial title to all of the items of tangible personal property reflected on the Balance Sheet (except as sold or disposed of subsequent to the date thereof in the Ordinary Course of Business and not in violation of this Agreement), free and clear of any and all Liens, other than the Permitted Exceptions. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of the Company Disclosure and the Acquired Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used. (b) Schedule 5.13 sets forth each lease all leases of personal property (“"Personal Property Leases”") involving annual payments in excess of $50,000 5,000 relating to personal property used in the business of the Company, Company or any of the Purchased Companies and their Acquired Subsidiaries or to which the Company or any of the Company, any of the Purchased Companies or any of their Acquired Subsidiaries is a party or by which the properties or assets party. All of the Company, the Purchased Companies or any of their Subsidiaries is bound other than those leases items of personal property made after under the date hereof as permitted Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used, and such property is in all material respects in the condition required of such property by the terms of the lease applicable thereto during the term of the lease. Seller or the Company has provided to Purchaser in compliance with Section 6.2. The Company, the Purchased Companies and their Subsidiaries have data room or delivered or otherwise made available to the Purchaser pursuant to Purchaser's request true, correct and materially complete copies of the Personal Property Leases, together with all amendments, modifications or supplements, if any, theretosupplements thereto as of the date of such delivery. (bc) Each The Company and each of the Company, the Purchased Companies and their Acquired Subsidiaries has have a valid and enforceable leasehold interest under each of the Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ ' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no default under any . Each of the Personal Property Lease by Leases is in full force and effect and neither the Company, the Purchased Companies Company nor any Acquired Subsidiary has received or given any notice of their Subsidiaries orany default or event that, to the Knowledge of Seller or the Company, with notice or lapse of time, or both, would constitute a default by the Company or any Acquired Subsidiary under any of the Personal Property Leases and, to the Knowledge of Seller or the Company, no other party is in material default thereof, and neither the Company or any Acquired Subsidiary has exercised any termination rights with respect to a Personal Property Lease or received notice of the exercise of any termination right by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute to a default thereunderPersonal Property Lease. (c) The Company, the Purchased Companies and their Subsidiaries have good and marketable title to all of the items of tangible personal property reflected in the Balance Sheet (except as sold or disposed of subsequent to the Balance Sheet Date in the Ordinary Course of Business) or acquired after the Balance Sheet Date, free and clear of any and all Liens other than the Permitted Exceptions. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of the Company, the Purchased Companies and their Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used.

Tangible Personal Property. (a) Section 4.13(a) An Acquired Company has good and marketable title to or, in the case of the Company Disclosure Schedule sets forth each lease of leased property, has valid leasehold interests in, all tangible personal property (including all fixtures, leasehold improvements, equipment, office, operating and other supplies and furniture) material to the Business, free and clear of all Liens other than Permitted Liens. Intellectual Property. Schedule 3.13(a) contains a list as of the date hereof (specifying the owner thereof and the registration or application number if applicable) of all registered patents, trademarks and copyrights owned by any Acquired Company, and all pending applications therefor (collectively, “Personal Property LeasesRegistered Intellectual Property”) involving annual payments in excess of $50,000 relating to personal property used and material software owned by any Acquired Company. Each item included in the business Registered Intellectual Property is, to Seller’s Knowledge, valid and enforceable. Except as otherwise set forth on Schedule 3.13(a), none of the CompanyRegistered Intellectual Property has been cancelled, abandoned or adjudicated invalid or unenforceable, and all renewals and maintenance fees in respect of the Registered Intellectual Property which were due prior to the date hereof have been duly paid. The Acquired Companies own all right, title and interest in and to the Registered Intellectual Property free and clear of all Liens other than Permitted Liens. Schedule 3.13(b) contains a list as of the date hereof of all agreements pursuant to which Intellectual Property is (i) licensed to any Acquired Company (excluding generally commercially available, off the shelf software programs licensed pursuant to shrink-wrap or “click to accept” agreements), or (ii) licensed by any Acquired Company to any third party (excluding non-exclusive licenses granted in the ordinary course of business). The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of any of the Acquired Companies’ rights in any Intellectual Property material to the Business and will not result in the breach of, or create on behalf of any third party, the Purchased Companies and their Subsidiaries right to terminate or modify any license, sublicense or other agreement as to which any of the Company, Acquired Companies is a party and pursuant to which any of the Purchased Acquired Companies is authorized to license or use any of their Subsidiaries third party Intellectual Property that is a party or by which material to the properties or assets of the Company, the Purchased Companies or any of their Subsidiaries is bound other than those leases of personal property made after the date hereof as permitted by or in compliance with Section 6.2Business. The CompanyAcquired Companies own or have the right to use pursuant to license, the Purchased Companies sublicense, agreement or permission, all Intellectual Property used in and their Subsidiaries have delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements, if any, thereto. (b) Each of the Company, the Purchased Companies and their Subsidiaries has a valid leasehold interest under each of the Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no default under any Personal Property Lease by the Company, the Purchased Companies or any of their Subsidiaries or, to the Knowledge of the Company, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder. (c) The Company, the Purchased Companies and their Subsidiaries have good and marketable title to all of the items of tangible personal property reflected in the Balance Sheet (except as sold or disposed of subsequent to the Balance Sheet Date in the Ordinary Course of Business) or acquired after the Balance Sheet Date, free and clear of any and all Liens other than the Permitted Exceptions. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business Business. Except as set forth on Schedule 3.13(c), to Seller’s Knowledge, (i) none of the CompanyAcquired Companies have, in the Purchased past three (3) years, infringed, misappropriated or otherwise violated the Intellectual Property of any other Person; (ii) none of the Acquired Companies have received, in the past three (3) years, any written charge, complaint, claim, demand, or notice alleging interference, infringement, dilution, misappropriation, or violation of the Intellectual Property rights of any Person (including any invitation to license or request or demand to refrain from using any Intellectual Property right of any Person in connection with the conduct of the Acquired Companies’ business); and their Subsidiaries are (iii) none of the Acquired Companies has agreed to or has a contractual obligation to indemnify any Person for or against any interference, infringement, dilution, misappropriation, or violation with respect to any rights in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes usedIntellectual Property.

Tangible Personal Property. (a) Section 4.13(aThe Company has good and marketable title to all of the items of tangible personal property reflected on the Balance Sheet (except as sold or disposed of subsequent to the date thereof in the Ordinary Course of Business), free and clear of any and all Liens, other than the Permitted Exceptions. Schedule 5.13(a) sets forth an accurate and complete list of all fixed assets of the Company. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of the Company Disclosure Schedule sets forth each lease are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used. (b) All leases of personal property (“Personal Property Leases”) involving annual payments in excess of $50,000 relating to personal property used in the business of the Company, the Purchased Companies and their Subsidiaries Company or to which any of the Company, any of the Purchased Companies or any of their Subsidiaries Company is a party or by which the properties or assets of the CompanyCompany are bound are in good condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used, and such property is in all material respects in the Purchased Companies or any condition required of their Subsidiaries is bound other than those leases such property by the terms of personal property made after the date hereof as permitted by or in compliance with Section 6.2lease applicable thereto during the term of the lease. The Company, the Purchased Companies and their Subsidiaries have Shareholder has delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements, if any, supplements thereto. (bc) Each of the Company, the Purchased Companies and their Subsidiaries The Company has a valid and enforceable leasehold interest under each of the Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), . Each of the Personal Property Leases is in full force and there effect. There is no default under any Personal Property Lease by the Company, the Purchased Companies or any of their Subsidiaries Company or, to the Knowledge of the Company, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder. (c) The Company, the Purchased Companies and their Subsidiaries have good and marketable title . No party to all any of the items of tangible personal property reflected in the Balance Sheet (except as sold or disposed of subsequent to the Balance Sheet Date in the Ordinary Course of Business) or acquired after the Balance Sheet Date, free and clear of Personal Property Leases has exercised any and all Liens other than the Permitted Exceptions. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of the Company, the Purchased Companies and their Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes usedtermination rights with respect thereto.

Tangible Personal Property. (a) Section 4.13(a) Each of the Company Disclosure Schedule sets forth each lease of and its Subsidiaries has good and marketable title to all machinery and equipment, tools, spare and maintenance parts, furniture, vehicles, and all other tangible personal property (“collectively, the "Tangible Personal Property") owned by the Company and its Subsidiaries, free and clear of any Liens, except as set forth on Schedule 4.9(a) and except for Permitted Liens. All items of Tangible Personal Property Leases”currently owned or used by the Company and its Subsidiaries as of the date hereof are in good operating condition and repair in all material respects in light of their respective ages, ordinary wear and tear excepted, are physically located at or about the Company's places of business and are owned outright by the Company and its Subsidiaries or validly leased except as otherwise set forth on Schedule 4.9(a) involving annual payments in excess of $50,000 relating and subject to Permitted Liens. The owned and leased Tangible Personal Property constitutes all tangible personal property used in necessary for the operation of the business of the CompanyCompany and its Subsidiaries as currently conducted or as currently contemplated to be conducted. None of the Tangible Personal Property is subject to any agreement, arrangement, or understanding for its use by any person other than the Purchased Companies Company or its Subsidiaries. The maintenance and their operation of the Tangible Personal Property complies in all material respects with all applicable Laws, ordinances, contractual commitments, and obligations. Except as set forth on Schedule 4.9(a), no item of Tangible Personal Property owned or used by the Company and its Subsidiaries as of the date hereof is subject to any conditional sale agreement, installment sale agreement or title retention or security agreement or arrangement of any kind. Schedule 4.9(a) sets forth a complete and correct fixed asset list of the Company and its Subsidiaries. (b) Schedule 4.9(b) sets forth a complete and correct list of all material Tangible Personal Property leases to which the Company or any of its Subsidiaries is a party, together with a brief description of the property leased. Each of the Company and its Subsidiaries has made available to Parent and MergerSub complete and correct copies of each lease (and any amendments thereto) listed on Schedule 4.9(b). Except as set forth on Schedule 4.9(b): (i) each such lease is in full force and effect; (ii) all lease payments due to the date hereof on any such lease have been paid, and neither the Company, any of its Subsidiaries, nor (to the Purchased Companies or any of their Subsidiaries is a party or by which the properties or assets knowledge of the Company, the Purchased Companies or ) any of their Subsidiaries other party is bound other than those leases of personal property made after the date hereof as permitted by or in compliance with Section 6.2. The Company, the Purchased Companies and their Subsidiaries have delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements, if any, thereto. (b) Each of the Company, the Purchased Companies and their Subsidiaries has a valid leasehold interest under each of the Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no material default under any Personal Property Lease by the Company, the Purchased Companies or any of their Subsidiaries or, to the Knowledge of the Company, by any other party theretosuch lease, and no event has occurred that constitutes, or with the or without notice, lapse of time or the giving of notice time, or both would constitute constitute, a material default thereunder. by the Company or any of its Subsidiaries or (c) The Company, the Purchased Companies and their Subsidiaries have good and marketable title to all of the items of tangible personal property reflected in the Balance Sheet (except as sold or disposed of subsequent to the Balance Sheet Date in the Ordinary Course of Business) or acquired after the Balance Sheet Date, free and clear of any and all Liens other than the Permitted Exceptions. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business knowledge of the Company, ) any other party under such lease; and (iii) there are no disputes or disagreements between the Purchased Companies Company or any of its Subsidiaries and their Subsidiaries are any other party in good condition and in a state respect of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes usedany such lease.