Common use of Tangible Property Clause in Contracts

Tangible Property. (a) Section 3.10(a)(i) of the Company Disclosure Schedule sets forth a true, correct and complete list of each item of real property that, as of the date of this Agreement, is owned by the Company (“Owned Real Property”). The Company has good fee simple title to the Owned Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. Section 3.10(a)(ii) of the Company Disclosure Schedule contains a true, correct and complete list of each item of real property that, as of the date of this Agreement, is leased from or to a third party by the Company (“Leased Real Property”), the name of the third party lessor(s) or lessee(s) thereof, as the case may be, the date of the lease contract relating thereto and all amendments thereof. The Company has a valid and subsisting leasehold interest in, or the right to use, all Leased Real Property leased by it, in each case free and clear of all Encumbrances, other than Permitted Encumbrances. (b) The Company has good and marketable title to each item of tangible personal property reflected in the Current Balance Sheet or acquired after the Balance Sheet Date (except tangible personal property sold or otherwise disposed of since the Balance Sheet Date in the ordinary course of business), or with respect to tangible leased properties, valid leasehold interests therein, free and clear of all Encumbrances, except in each case for Permitted Encumbrances. The plants, property and equipment of the Company that are used in the operations of the Company’s business are in all material respects in good operating condition and repair, subject to normal wear and tear and are usable in the ordinary course of business consistent with past practices. The tangible assets and properties of the Company constitute all of the tangible assets and properties necessary to conduct the Company’s operations and business as currently conducted by the Company. This Section 3.10 does not apply to Intellectual Property rights, which are addressed in Section 3.12 hereunder.

Tangible Property. (a) Section 3.10(a)(i) The Company and its Subsidiaries own or lease all buildings, equipment, and other tangible assets necessary for the conduct of the Company Disclosure its business as presently conducted and as presently proposed to be conducted. Schedule 3.13 sets forth a true, correct true and complete list of each item of all real property thatowned, as of the date of this Agreement, is owned leased or used by the Company (“Owned Real Property”)and its Subsidiaries. The Company has good fee simple title Except as set forth in Schedule 3.13, to the Owned Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. Section 3.10(a)(ii) Knowledge of the Company Disclosure Schedule contains a true, correct and complete list (i) the identified owner of each item of such real property that, as of the date of this Agreement, is leased from or to a third party by (if not the Company (“Leased Real Property”), the name of the third party lessor(sor its Subsidiaries) or lessee(s) thereof, as the case may be, the date of the lease contract relating thereto and all amendments thereof. The Company has a valid and subsisting leasehold interest in, or the right to use, all Leased Real Property leased by it, in each case free and clear of all Encumbrances, other than Permitted Encumbrances. (b) The Company has good and marketable title to each item the parcel of real property, and has all necessary authority to lease such real property to the Company and/or its Subsidiaries, and (ii) there are no parties (other than the Company or its Subsidiaries) in possession of such parcel of real property which interferes with the use of such property by the Company and its Subsidiaries. Schedule 3.13 also sets forth a list of all of the leased and subleased parcels of real property subject to leases and subleases in favor of the Company and its Subsidiaries which evidence leasehold or subleasehold interests of the Company and its Subsidiaries in such properties and designates those leases which require consent of a lessor or sublessor in connection with the transactions contemplated hereby. (b) Except as set forth in Schedule 3.13, the Company has all easements, certificates of occupancy, permits, approvals, franchises, authorizations and other such rights, including but not limited to easements for all utilities (including without limitation all power lines, water lines and sewers) and roadways necessary to conduct the business conducted on such properties. (c) All of the Company's and its Subsidiaries' buildings, improvements thereto, machinery, equipment and other tangible personal property reflected are in the Current Balance Sheet or acquired after the Balance Sheet Date (except tangible personal property sold or otherwise disposed of since the Balance Sheet Date good condition and repair in the ordinary course of business), or with respect to tangible leased properties, valid leasehold interests therein, free and clear of all Encumbrancesrespects, except in each case for Permitted Encumbrances. The plants, property and equipment of the Company that are used in the operations of the Company’s business are in all material respects in good operating condition and repair, subject to normal ordinary wear and tear not caused by neglect, and are usable useable by the Company and its Subsidiaries in the ordinary course operation of its business consistent with past practicesin the Ordinary Course. The tangible assets and properties of the Company constitute and its Subsidiaries include all of the tangible property and assets and properties necessary to the conduct of its business as presently conducted and all tangible property and assets which were used by the Company and its Subsidiaries as reflected on the Latest Balance Sheet, other than assets (which are not material to the Company’s operations and business as currently conducted by , either individually or in the Company. This Section 3.10 does not apply aggregate) sold or otherwise disposed of in the Ordinary Course to Intellectual Property rights, which are addressed in Section 3.12 hereundernon-affiliated third parties.

Tangible Property. Except for accounts payable, general ledger, fixed asset accounting, investment accounting and annual statement preparation software, there are no significant assets which the Target Corporations use in their businesses (as heretofore conducted) which are not either (i) owned by, or leased or licensed to, one of Target Corporations and are being conveyed to ▇▇▇▇▇▇ pursuant to this Agreement; or (ii) owned by, or leased or licensed to, Acceleration National Insurance Company ("ANIC") and are being conveyed to ▇▇▇▇▇▇ Property Insurance Company pursuant to the Asset Purchase Agreement between ▇▇▇▇▇▇ Property Insurance Company, Accel and ANIC of even date herewith in connection with the sale of ANIC's warranty book of business (the "Asset Purchase Agreement"). (a) Section 3.10(a)(i) ▇▇▇▇ has good and marketable title to all of the Company Disclosure assets reflected on its books and records and on the ▇▇▇▇ September 30, 1997 Statutory Balance Sheet and on the ▇▇▇▇ September 30, 1997 GAAP Balance Sheet, free and clear of all Liens, except for those assets leased by ▇▇▇▇ under leases listed on Schedule sets forth a true2.8(a). All furniture, correct fixtures and complete list of each item of real property that, equipment owned or used by ▇▇▇▇ (the "▇▇▇▇ Fixed Assets") will be in substantially the same condition on the Closing Date as of existed on the date of this Agreement, is owned by the Company reasonable wear and tear excepted. SUCH REPRESENTATION IS ACCEL'S SOLE WARRANTY WITH RESPECT TO THE ▇▇▇▇ FIXED ASSETS AND THE ▇▇▇▇ FIXED ASSETS ARE SOLD AS IS, WHERE IS, WITH ALL FAULTS AND WITH NO WARRANTIES, EXCEPT THOSE EXPRESSLY STATED HEREIN, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHICH IMPLIED WARRANTIES ARE EXPRESSLY EXCLUDED. (“Owned Real Property”). The Company b) Dublin has good fee simple and marketable title to all of the Owned Real Propertyassets reflected on its books and records and on the Dublin September 30, 1997 GAAP Balance Sheet, free and clear of all EncumbrancesLiens, other than Permitted Encumbrancesexcept for those assets leased by Dublin under leases listed on Schedule 2.8(b). Section 3.10(a)(iiAll furniture, fixtures and equipment owned or used by Dublin (the "Dublin Fixed Assets") of will be in substantially the Company Disclosure Schedule contains a true, correct and complete list of each item of real property that, same condition on the Closing Date as of existed on the date of this Agreement, is leased from or to a third party by the Company (“Leased Real Property”)reasonable wear and tear excepted. SUCH REPRESENTATION IS ACCEL'S SOLE WARRANTY WITH RESPECT TO THE DUBLIN FIXED ASSETS AND THE DUBLIN FIXED ASSETS ARE SOLD AS IS, the name of the third party lessor(s) or lessee(s) thereofWHERE IS, as the case may beWITH ALL FAULTS AND WITH NO WARRANTIES, the date of the lease contract relating thereto and all amendments thereof. The Company has a valid and subsisting leasehold interest inEXCEPT THOSE EXPRESSLY STATED HEREIN, or the right to useEXPRESS OR IMPLIED, all Leased Real Property leased by itINCLUDING WITHOUT LIMITATION, in each case free and clear of all EncumbrancesANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, other than Permitted EncumbrancesWHICH IMPLIED WARRANTIES ARE EXPRESSLY EXCLUDED. (bc) The Company ANSC has good and marketable title to each item all of tangible personal property the assets reflected in on its books and records and on the Current ANSC September 30, 1997 GAAP Balance Sheet or acquired after the Balance Sheet Date (except tangible personal property sold or otherwise disposed of since the Balance Sheet Date in the ordinary course of business), or with respect to tangible leased properties, valid leasehold interests thereinSheet, free and clear of all EncumbrancesLiens, except in each case for Permitted Encumbrancesthose assets leased by ANSC under leases listed on Schedule 2.8(c). The plantsAll furniture, property fixtures and equipment owned or used by ANSC (the "ANSC Fixed Assets") will be in substantially the same condition on the Closing Date as existed on the date of the Company that are used in the operations of the Company’s business are in all material respects in good operating condition and repairthis Agreement, subject to normal reasonable wear and tear and are usable in the ordinary course of business consistent with past practicesexcepted. The tangible assets and properties of the Company constitute all of the tangible assets and properties necessary to conduct the Company’s operations and business as currently conducted by the Company. This Section 3.10 does not apply to Intellectual Property rightsSUCH REPRESENTATION IS ACCEL'S SOLE WARRANTY WITH RESPECT TO THE ANSC FIXED ASSETS AND THE ANSC FIXED ASSETS ARE SOLD AS IS, which are addressed in Section 3.12 hereunderWHERE IS, WITH ALL FAULTS AND WITH NO WARRANTIES, EXCEPT THOSE EXPRESSLY STATED HEREIN, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHICH IMPLIED WARRANTIES ARE EXPRESSLY EXCLUDED.

Tangible Property. (a) Section 3.10(a)(i3.14(a)(i) of the Company Disclosure Schedule sets forth a true, correct and complete list of each item of real property that, as of the date of this Agreement, is owned by the Company (“Owned Real Property”). The Company has good fee simple title to the Owned Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. Section 3.10(a)(ii3.14(a)(ii) of the Company Disclosure Schedule contains a true, correct and complete list of each item of real property that, as of the date of this Agreement, is leased from or to a third party by the Company (“Leased Real Property”), the name of the third party lessor(s) or lessee(s) thereof, as the case may be, the date of the lease contract relating thereto and all amendments thereof. The Company has a valid and subsisting leasehold interest in, or the right to use, all Leased Real Property leased by it, in each case free and clear of all Encumbrances, other than Permitted Encumbrances. (b) The Company has good and marketable title to each item of tangible personal property reflected in the Current Balance Sheet or acquired after the Balance Sheet Date (except tangible personal property sold or otherwise disposed of since the Balance Sheet Date in the ordinary course of business), or with respect to tangible leased properties, valid leasehold interests therein, free and clear of all Encumbrances, except in each case for Permitted Encumbrances. The plants, property and equipment of the Company that are used in the operations of the Company’s business are in all material respects in good operating condition and repair, subject to normal wear and tear and are usable in the ordinary course of business consistent with past practices. The tangible assets and properties of the Company constitute all of the tangible assets and properties necessary to conduct the Company’s operations and business as currently conducted by the Company. This Section 3.10 3.14 does not apply to Intellectual Property rights, which are addressed in Section 3.12 3.15 hereunder.

Tangible Property. (a) Section 3.10(a)(i4.14(a) of the Company Disclosure Schedule sets forth a true, correct and complete list of each item of real property that, as of the date of this Agreement, is owned by the Company (“Owned Real Property”). The Company has good fee simple title to the Owned Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. Section 3.10(a)(ii) of the Company Disclosure Schedule contains a true, correct and complete list of (i) each item of real property thatowned, as of the date hereof, by the Company or any Company Subsidiary ("Owned Real Property"), (ii) each item of this Agreement, is real property leased from or to a third party party, as of the date hereof, by the Company or any Company Subsidiary (“"Leased Real Property”"), the name of the third party lessor(s) or lessee(s) thereof, as the case may be, the date of the lease contract relating thereto and all amendments thereof. The Except as set forth in Section 4.14(a) of the Company Disclosure Schedule, either the Company or a Company Subsidiary has legal, valid and marketable title to all Owned Real Property, and a valid and subsisting leasehold interest in, or the right to use, in all Leased Real Property leased by itProperty, in each case free and clear of all Encumbrances other than Permitted Encumbrances, and has the right to use the Owned Real Property and the Leased Real Property in the manner and for the purposes as each is currently being used by the Company or a Company Subsidiary, as the case may be. (b) Except as set forth in Section 4.14(b) of the Company Disclosure Schedule, the Company and the Company Subsidiaries have legal and valid title to, or in the case of leased assets and properties, valid and subsisting leasehold interests in, all of the material tangible personal assets and properties used or held for use by the Company or any Company Subsidiary in connection with the conduct of the Business, free and clear of all Encumbrances other than Permitted Encumbrances. (bc) The Company has good A true and marketable title to complete copy of each item of tangible personal property reflected in the Current Balance Sheet or acquired after the Balance Sheet Date (except tangible personal property sold or otherwise disposed of since the Balance Sheet Date in the ordinary course of business), or lease with respect to tangible leased propertiesLeased Real Property with all amendments and modifications has been delivered to Purchaser (the "Leases"), valid leasehold interests thereinand there has been no default, free and clear nor any event which with passage of all Encumbrancestime or the giving of notice would constitute a default, under any of the Leases on the part of the tenant or, to the Company's Knowledge, the landlord, that remains uncured, except in each case for Permitted Encumbrances. The plantsdefaults that would not, property and equipment of the Company that are used individually or in the operations of the Company’s business are in all material respects in good operating condition and repairaggregate, subject to normal wear and tear and are usable in the ordinary course of business consistent with past practices. The tangible assets and properties of the Company constitute all of the tangible assets and properties necessary to conduct the Company’s operations and business as currently conducted by the Company. This Section 3.10 does not apply to Intellectual Property rights, which are addressed in Section 3.12 hereunderhave a Material Adverse Effect.

Tangible Property. (a) Section 3.10(a)(iSchedule 3.17(a) contains the Company's and its Subsidiaries' depreciation ledger of the Company Disclosure Schedule sets forth a trueall material machinery, correct equipment, fixtures, motor vehicles and complete list of each item of real other tangible personal property that, as of the date of this Agreement, is owned by the Company and its Subsidiaries (“Owned Real Property”collectively, the "OWNED TANGIBLE PROPERTY"). The Except as set forth in Schedule 3.17(a), the Company or one or more of its Subsidiaries has good fee simple title to the all Owned Real Property, Tangible Property free and clear of all Encumbrances, other than Permitted Encumbrances. Section 3.10(a)(ii) of the Company Disclosure Schedule contains a true, correct and complete list of each item of real property that, as of the date of this Agreement, is leased from or to a third party by the Company (“Leased Real Property”), the name of the third party lessor(s) or lessee(s) thereof, as the case may be, the date of the lease contract relating thereto and all amendments thereof. The Company has a valid and subsisting leasehold interest in, or the right to use, all Leased Real Property leased by it, in each case free and clear of all Encumbrances, other than Permitted EncumbrancesLiens. (b) Schedule 3.17(b) contains a list as of the date indicated in such schedule of (i) all material machinery, equipment, fixtures and other tangible personal property owned by another Person subject to any capital lease or rental agreement that constitutes a Material Contract to which the Company or any of its Subsidiaries is a party (collectively, the "LEASED TANGIBLE PROPERTY") and (ii) a list of the leases of the Leased Tangible Property (the "TANGIBLE PROPERTY Leases"). Each of the Tangible Property Leases is in full force and effect and constitutes a valid and binding obligation of the Company or one or more of its Subsidiaries and, to the Company' s knowledge, the other party thereto, enforceable in accordance with its terms. The Company has received no notice, and has no knowledge, of any default by the Company or any of its Subsidiaries (beyond any applicable grace or cure period) under any of the Tangible Property Leases, and, to the Company's knowledge, no other party to any of the Tangible Property Leases is in breach or default thereunder. (c) Except as set forth in Schedule 3.17(c), all Owned Tangible Property and all Leased Tangible Property (collectively, the "TANGIBLE Property") is in good and marketable title to each item of tangible personal property reflected in the Current Balance Sheet or acquired after the Balance Sheet Date (except tangible personal property sold or otherwise disposed of since the Balance Sheet Date in the ordinary course of business)usable working condition, or with respect to tangible leased properties, valid leasehold interests therein, free and clear of all Encumbrances, except in each case for Permitted Encumbrances. The plants, property and equipment of the Company that are used in the operations of the Company’s business are in all material respects in good operating condition and repair, subject to normal wear and tear excepted, and are usable in is suitable for the ordinary course of business consistent with past practices. The tangible assets and properties of the Company constitute all of the tangible assets and properties necessary purposes for which it is used or is being replaced according to conduct the Company’s operations and business as currently conducted by the Company. This Section 3.10 does not apply to Intellectual Property rights, which are addressed in Section 3.12 hereunder's or its Subsidiaries' replacement policy.

Tangible Property. (a) Section 3.10(a)(i) of the Company Disclosure Schedule sets forth a true, correct and complete list of each item of real property that, as of the date of this Agreement, is owned by the Company (“Owned Real Property”). The Company has good fee simple title to the Owned Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. Section 3.10(a)(ii) of the Company Disclosure Schedule contains a true, correct and complete list of each item of real property that, as of the date of this Agreement, is leased from or to a third party by the Company (“Leased Real Property”), the name of the third party lessor(s) or lessee(s) thereof, as the case may be, the date of the lease contract relating thereto and all amendments thereof. The Company has a valid and subsisting leasehold interest in, or the right to use, all Leased Real Property leased by it, in each case free and clear of all Encumbrances, other than Permitted Encumbrances. [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ****, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] (b) The Company has good and marketable title to each item of tangible personal property reflected in the Current Balance Sheet or acquired after the Balance Sheet Date (except tangible personal property sold or otherwise disposed of since the Balance Sheet Date in the ordinary course of business), or with respect to tangible leased properties, valid leasehold interests therein, free and clear of all Encumbrances, except in each case for Permitted Encumbrances. The plants, property and equipment of the Company that are used in the operations of the Company’s business are in all material respects in good operating condition and repair, subject to normal wear and tear and are usable in the ordinary course of business consistent with past practices. The tangible assets and properties of the Company constitute all of the tangible assets and properties necessary to conduct the Company’s operations and business as currently conducted by the Company. This Section 3.10 does not apply to Intellectual Property rights, which are addressed in Section 3.12 hereunder.

Tangible Property. (a) Section 3.10(a)(i4.13(a)(i) of the Company Disclosure Schedule sets forth a true, correct and complete list of each item of real property that, as of the date of this Agreement, is owned by the any Acquired Company (“Owned Real Property”), including the street address thereof. The Company Star Manufacturing International, Inc. has good and indefeasible fee simple title to the Owned Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. Section 3.10(a)(ii4.13(a)(ii) of the Company Disclosure Schedule contains a true, correct and complete list of each item of real property thatin which, as of the date of this Agreement, is leased any Acquired Company has a leasehold interest granted from or to a third party by the Company (“Leased Real Property” and, together with the Owned Real Property, the “Real Property”), including the street address of the Leased Real Property, the name of the third party lessor(s) or lessee(s) thereof, as the case may be, the date of the lease contract relating thereto and all amendments thereofthereof (each, a “Lease”). The Each Acquired Company has a valid and subsisting leasehold interest in, or the right to use, in all Leased Real Property leased by it, in each case free and clear of all Encumbrances, other than Permitted Encumbrances. (b) The Each Acquired Company has good valid and marketable title to each item subsisting ownership or leasehold interests in all of the material tangible personal property reflected assets and properties used or leased for use by such Acquired Company in connection with the Current Balance Sheet or acquired after conduct of the Balance Sheet Date (except tangible personal property sold or otherwise disposed of since the Balance Sheet Date in the ordinary course of business), or with respect to tangible leased properties, valid leasehold interests thereinBusiness, free and clear of all Encumbrances, except in each case for other than Permitted Encumbrances. The plants. (c) As of the date of this Agreement, property there are no pending, or to the Knowledge of the Company, threatened, condemnation or similar proceedings against any Acquired Company or otherwise relating to any of the Real Property, and equipment no Acquired Company has received any written notice of the same. (d) There are no leases, subleases, licenses or agreements, written or oral, granting to any third party or parties (other than any Acquired Company) the right of use or occupancy of any portion of any Owned Real Property. (e) There are no outstanding options or rights of first refusal to purchase any of the Owned Real Property, or any portion thereof or interest therein. (f) With respect to the Leased Real Property, except as set forth in Section 4.13(f) of the Company that are used Disclosure Schedule: (i) none of the Acquired Companies has assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the operations leasehold or subleasehold created by such Lease; and (ii) there are no outstanding options or rights of any party to terminate such Lease prior to the expiration of the Company’s business are term thereof. (g) No Acquired Company has received written notice of any, and to the Knowledge of the Company there is no, proposed or pending proceeding to change or redefine the zoning classification of all or any portion of the Real Property. (h) No portion of the Owned Real Property has suffered any material damage by fire or other casualty loss which has not heretofore been repaired and restored in all material respects in good operating condition and repair, subject to normal (ordinary wear and tear and are usable excepted), except as would not, individually or in the ordinary course aggregate, reasonably be expected to interfere with the Acquired Companies’ use of business consistent with past practices. such Owned Real Property. (i) The tangible assets and properties Owned Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcels. (j) To the Knowledge of the Company constitute all Company, the Owned Real Property is in material compliance with the terms and provision of the tangible assets and properties necessary to conduct the Company’s operations and business as currently conducted by the Company. This Section 3.10 does not apply to Intellectual Property rightsany restrictive covenants, which are addressed in Section 3.12 hereundereasements, or agreements affecting such Owned Real Property.