Common use of Title and Related Matters Clause in Contracts

Title and Related Matters. (a) Seller has good, valid and marketable title to the Acquired Assets free and clear of all Encumbrances other than the Permitted Encumbrances and those Encumbrances that are to be released at or prior to Closing. Except as set forth in Schedule 5.8(a), Seller has not leased or otherwise granted to any Person the right to use or occupy the Owned Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property. (b) Except for any Excluded Assets and for any assets being transferred by Seller pursuant to the Sister Purchase Agreement (for which Buyer may elect or need to acquire joint use arrangements with the buyer thereunder), (i) the Owned Real Property and the Transferred Easements represent all of the material real property interests used or held for use by Seller in connection with the Transferred Business and necessary to conduct the Transferred Business in all material respects as conducted on the date of this Agreement and, except to the extent permitted by Section 7.1, as of the Effective Time, and (ii) the Acquired Assets include the material property, plant and equipment used by Seller in the VA Distribution Business in the Transferred Territory (other than as expressly contemplated hereby). (c) Except as set forth on Schedule 5.8(c), Seller has not received written notice from any Person within three years prior to the date of this Agreement asserting that Seller does not have the right, as a result of title defects or title failures, to use or occupy any portion of the Owned Real Property or lands covered by the Transferred Easements, other than those notices that would not individually, or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) The buildings on the Owned Real Property are in good operating condition relative to their age and use and have been maintained in accordance with Good Utility Practices. The Tangible Personal Property, Inventories and Distribution Facilities are in good operating condition relative to their age and use and have been maintained in accordance with Good Utility Practices. (e) No condemnation or eminent domain proceeding against any part of the Owned Real Property or the Transferred Easements is pending or, to the Knowledge of Seller, threatened, other than such proceedings that would not individually, or in the aggregate, reasonably be expected to have a Material Adverse Effect. (f) To the Knowledge of Seller, (i) there are no public improvements that have been ordered to be made or that have not been previously assessed, and (ii) there are no special, general or other assessments pending, threatened against, or affecting any parts of the Owned Real Property or any of the Transferred Easements. (g) All of the Inventories included as Acquired Assets consist of a quality, and are not more than the quantity, reasonably expected to be usable in the ordinary course of business.

Title and Related Matters. (a) Seller has goodThe parties acknowledge and agree that, valid as between Archipelago and marketable title TAL, TAL shall retain ownership of all TAL Property and Archipelago shall retain ownership of all Archipelago Property. Neither Archipelago nor TAL will take any action with respect to the Acquired Assets free and clear of all Encumbrances other than the Permitted Encumbrances and those Encumbrances that are to be released at TAL Property or prior to Closing. Except as set forth in Schedule 5.8(a), Seller has not leased or otherwise granted to any Person the right to use or occupy the Owned Real Archipelago Property, and there are no outstanding optionsrespectively, rights of first offer or rights of first refusal to purchase such Owned Real Propertyinconsistent with the foregoing acknowledgment. (b) Except for All Intellectual Property Rights or other property or proprietary rights if any Excluded Assets and for that may arise in Archipelago by operation of law after the date hereof in any assets being part of the TAL Property are hereby transferred by Seller pursuant Archipelago to TAL. If such transfer would at any time be considered invalid or ineffective, Archipelago shall be deemed with effect from the Sister Purchase Agreement date on which the relevant right arose to have granted to TAL a perpetual, royalty-free and exclusive license to use such right in any manner TAL sees fit, and Archipelago will, at the request of TAL promptly do all reasonable acts and things necessary to transfer such right to TAL (provided that TAL reimburses Archipelago for which Buyer may elect or need to acquire joint use arrangements with the buyer thereunder), (i) the Owned Real Property and the Transferred Easements represent all of the material real property interests used or held for use by Seller in connection with the Transferred Business and necessary to conduct the Transferred Business in all material respects as conducted on the date of this Agreement andits reasonable third-party expenses thereby incurred, except to the extent permitted by Section 7.1, as of the Effective Time, and (ii) the Acquired Assets include the material property, plant and equipment used by Seller in the VA Distribution Business in the Transferred Territory (other than as expressly contemplated herebyincluding attorneys’ fees). (c) Except as set forth on Schedule 5.8(c), Seller has not received written notice from any Person within three years prior to All Intellectual Property Rights or other property or proprietary rights that may arise in TAL by operation of law after the date hereof in any part of this Agreement asserting that Seller does not the Archipelago Property are hereby transferred by TAL to Archipelago on behalf of Archipelago. If such transfer would at any time be considered invalid or ineffective, TAL shall be deemed, with effect from the date on which the relevant right arose to have the rightgranted to Archipelago on behalf of Archipelago, as a result of title defects or title failuresperpetual, royalty-free and exclusive license to use or occupy such right in any portion manner Archipelago sees fit, and TAL will, at the request of the Owned Real Property or lands covered by the Transferred EasementsArchipelago, other than those notices promptly do all reasonable acts and things necessary to transfer such right to Archipelago on behalf of Archipelago (provided that would not individuallyArchipelago reimburses TAL for all of its reasonable third-party expenses thereby incurred, or in the aggregate, reasonably be expected to have a Material Adverse Effectincluding attorneys’ fees). (d) The buildings Unless otherwise agreed in writing by the parties in a specific case, any computer software or “user interface” developed by or on the Owned Real Property are in good operating condition relative behalf of Archipelago for purposes of enabling Subscribers to their age access and use the TAL Technology over the Archipelago Network does not constitute a modification or enhancement to (or derivative work based upon) the TAL Technology, and have been maintained in accordance with Good Utility Practices. The Tangible Personal shall for all purposes hereunder be deemed to be Archipelago Property, Inventories and Distribution Facilities are in good operating condition relative to their age and use and have been maintained in accordance with Good Utility Practices. (e) No condemnation or eminent domain proceeding against This Section shall survive the termination of this Agreement for any part of the Owned Real Property or the Transferred Easements is pending or, to the Knowledge of Seller, threatened, other than such proceedings that would not individually, or in the aggregate, reasonably be expected to have a Material Adverse Effectreason. (f) To the Knowledge of Seller, (i) there are no public improvements that have been ordered to be made or that have not been previously assessed, and (ii) there are no special, general or other assessments pending, threatened against, or affecting any parts of the Owned Real Property or any of the Transferred Easements. (g) All of the Inventories included as Acquired Assets consist of a quality, and are not more than the quantity, reasonably expected to be usable in the ordinary course of business.

Title and Related Matters. (a) Seller has good, valid and marketable title to the Acquired Assets free and clear of all Encumbrances other than the Permitted Encumbrances and those Encumbrances that are to be released at or prior to Closing. Except as set forth in Schedule 5.8(a5.9(a) hereto and except for assets of Seller sold, used or disposed of in the ordinary course of the Business since the Financial Statement Date, (i) Seller has indefeasible title to all real and personal, tangible and intangible, property and other assets reflected in the Unaudited Financial Statements as owned by Seller or acquired by Seller after the Financial Statement Date, including the Purchased Assets, free and clear of all Liens, except Permitted Liens and (ii) all assets set forth on the Unaudited Financial Statements or acquired by Seller after the Financial Statement Date are free from obvious defects, have been maintained in accordance with Seller's customary practices, are in good operating condition and repair (subject to normal wear and tear), and suitable for the purposes for which they presently are used and presently are proposed to be used. Schedule 5.9 (a) hereto sets forth a complete and accurate summary of all Operating Leases of tangible personal property to which Seller has not leased or otherwise granted is a party that have annual rental payments in excess of $5,000, describing the expiration date of such lease, the name of the lessor, the annual rental payment and whether a consent is required from the lessor to any Person consummate the right to use or occupy the Owned Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Propertytransactions contemplated hereby. (b) Except for any Excluded Assets All Operating Leases of Seller are in full force and for any assets being transferred by Seller pursuant to the Sister Purchase Agreement (for which Buyer may elect or need to acquire joint use arrangements with the buyer thereunder), (i) the Owned Real Property and the Transferred Easements represent all of the material real property interests used or held for use by Seller in connection with the Transferred Business and necessary to conduct the Transferred Business in all material respects as conducted on the date of this Agreement and, except to the extent permitted by Section 7.1, as of the Effective Timeeffect, and (ii) the Acquired Assets include the material property, plant valid and equipment used by Seller enforceable in the VA Distribution Business in the Transferred Territory (other than as expressly contemplated hereby). (c) Except as set forth on Schedule 5.8(c), accordance with their respective terms. Seller has not received any written notice from of any event of default or event which constitutes or would constitute (with notice or lapse of time or both) a default by Seller or any other Person within three years under any Operating Lease of Seller. All rent and other amounts due and payable on or prior to the date of this Agreement asserting with respect to Seller's Operating Leases have been paid. Seller has not received any written notice that Seller does not have the right, as a result of title defects or title failures, landlord with respect to use or occupy any portion Real Property Lease would refuse to renew such lease upon expiration of the Owned Real Property period thereof upon substantially the same terms, except for rent increases consistent with past experience or lands covered by market rentals. (c) None of the Transferred Easements, other than those notices that would not individuallyPurchased Assets is subject to any Contracts of sale or lease except as set forth in Schedule 5.9(c), or Contracts for the sale of inventory in the aggregate, reasonably be expected to have a Material Adverse Effectordinary and regular course of the Business. (d) The buildings on Except as set forth in Schedule 5.29, there has not been since the Owned Real Property are in good operating condition relative to their age and use and have been maintained in accordance with Good Utility Practices. The Tangible Personal PropertyFinancial Statement Date any sale, Inventories and Distribution Facilities are in good operating condition relative to their age and use and have been maintained in accordance with Good Utility Practices. (e) No condemnation or eminent domain proceeding against any part of the Owned Real Property or the Transferred Easements is pending or, to the Knowledge of Seller, threatened, other than such proceedings that would not individuallylease, or in the aggregate, reasonably be expected to have a Material Adverse Effect. (f) To the Knowledge any other disposition or distribution by Seller of Seller, (i) there are no public improvements that have been ordered to be made or that have not been previously assessed, and (ii) there are no special, general or other assessments pending, threatened against, or affecting any parts of the Owned Real Property or any of the Transferred Easements. (g) All of the Inventories included as Acquired Assets consist of a qualityits assets or properties now owned by it, and are not more than the quantity, reasonably expected to be usable except transactions in the ordinary and regular course of businessthe Business.

Title and Related Matters. (a) Except for Permitted Encumbrances, the Company or the Seller, as the case may be, holds an insurable fee simple title to the Real Property and any real property that the Company or its Subsidiaries purports to own. (b) Except for Permitted Encumbrances, (x) the Seller has good and valid title to the Related Assets (other than the Real Property) which it purports to own, free and clear of all Encumbrances, and (y) the Company and its Subsidiaries have good and valid title to the material assets which they purport to own, free and clear of all Encumbrances. (c) Assuming they constitute valid and binding agreements of the Buyer (where applicable), the ▇▇▇▇ of Sale and the deeds, endorsements, assignments and other instruments to be executed and delivered by Seller to Buyer at Closing will be valid and binding obligations of Seller, enforceable in accordance with their respective terms, and will effectively vest in Buyer good, valid and marketable title to, and ownership of, all the Related Assets to the Acquired Assets be transferred to Buyer pursuant to and as contemplated by this Agreement, free and clear of all Encumbrances (except Permitted Encumbrances). (d) Assuming they constitute valid and binding agreements of the Buyer (where applicable), the share certificates of Company Common Stock, stock powers, endorsements, assignments and other instruments to be executed and delivered by Seller to Buyer at Closing will be valid and binding obligations of Seller, enforceable in accordance with their respective terms, and will effectively vest in Buyer good, valid and marketable title to, and ownership of, the shares of Company Common Stock to be transferred to Buyer pursuant to and as contemplated by this Agreement, free and clear of all Encumbrances (except Permitted Encumbrances). (e) None of the Seller (so far as it relates to the Related Assets), the Company or any Company Subsidiary is a party to any lease or agreement under which it is a lessee of any material personal property. Each Seller Lease is a valid agreement, duly authorized and entered into, without any default of the Seller, the Company or any Company Subsidiary thereunder and, to the knowledge of Seller, without any default thereunder of any other party thereto. To the knowledge of Seller, none of the Seller, the Company or any Company Subsidiary has received or given a written notice of default under the Seller Leases other than notices with respect to defaults which have either been cured or waived. (f) Schedule 5.10(f) lists all material real property leases to which the Permitted Encumbrances and those Encumbrances that are Seller (so far as it relates to be released at or prior to Closing. Except as set forth in Schedule 5.8(athe Related Assets), the Company or any Company Subsidiary is a party (the “Leased Real Property”). Schedule 5.10(f) lists all real property owned by the Seller has not leased or otherwise granted (so far as it relates to any Person the right to use or occupy Related Assets), the Company and each Company Subsidiary (the “Owned Real Property”). The Owned Real Property and the Leased Real Property, together with any and there are no all easements appurtenant to (i) such real property and (ii) the Transferred Pipelines and the natural gas pipelines owned by the Company and the Company Subsidiaries, in each case granted to the Seller (so far as they relate to the Related Assets), the Company or any Company Subsidiary, if any, include all of the material real property used or held for use in connection with the West Virginia Gas Distribution Business as now conducted. (g) None of the Seller, the Company or any Company Subsidiary has any outstanding options, rights of first offer options or rights of first refusal to purchase any Leased Real Property or any portion thereof or interest therein. (h) Each lease related to the Leased Real Property is valid, binding and enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception. No notice of any default has been given to the Seller, the Company or any Company Subsidiary under any such lease. (i) There are no material subleases or assignments of any kind to which the Seller, the Company or any Company Subsidiary is a party with respect to the Seller’s, the Company’s or applicable Company Subsidiary’s interest in the Leased Real Property or Owned Real Property. (bj) Except for None of the Seller, the Company or the Company Subsidiaries has received any Excluded Assets and for written notice of, or has any assets being transferred by Seller pursuant knowledge of, any action, proceeding or litigation pending (and, to the Sister Purchase Agreement (for which Buyer may elect or need to acquire joint use arrangements with knowledge of the buyer thereunder)Seller, threatened) (i) the Owned Real Property and the Transferred Easements represent to take all of the material real property interests used or held for use by Seller in connection with the Transferred Business and necessary to conduct the Transferred Business in all material respects as conducted on the date of this Agreement and, except to the extent permitted by Section 7.1, as of the Effective Time, and (ii) the Acquired Assets include the material property, plant and equipment used by Seller in the VA Distribution Business in the Transferred Territory (other than as expressly contemplated hereby). (c) Except as set forth on Schedule 5.8(c), Seller has not received written notice from any Person within three years prior to the date of this Agreement asserting that Seller does not have the right, as a result of title defects or title failures, to use or occupy any portion of the Owned Real Property or lands covered by the Transferred Easements, other than those notices that would not individuallyLeased Real Property, or in the aggregateany interest therein, reasonably be expected to have a Material Adverse Effect. (d) The buildings on the Owned Real Property are in good operating condition relative to their age and use and have been maintained in accordance with Good Utility Practices. The Tangible Personal Property, Inventories and Distribution Facilities are in good operating condition relative to their age and use and have been maintained in accordance with Good Utility Practices. (e) No condemnation or by eminent domain proceeding against any part or similar proceeding; (ii) to modify the zoning of the Owned Real Property or the Transferred Easements is pending orLeased Real Property, or the use or development thereof; or (iii) otherwise relating to the Knowledge Owned Real Property or the Leased Real Property, or the interests of the Seller, threatenedthe Company or the Company Subsidiaries therein, other than such proceedings that which would not individuallybe reasonably likely to interfere with the use, or in the aggregateownership, reasonably be expected to have a Material Adverse Effect. (f) To the Knowledge of Sellerimprovement, (i) there are no public improvements that have been ordered to be made or that have not been previously assessed, and (ii) there are no special, general or other assessments pending, threatened against, or affecting any parts development and/or operation of the Owned Real Property or the Leased Real Property. (k) There are no contracts outstanding for the sale, exchange or transfer of any of the Transferred EasementsOwned Real Property or Leased Real Property, or any portion thereof. (gl) All The parcels constituting the Owned Real Property are assessed separately from all other adjacent property not constituting Owned Real Property for purposes of real property taxes assessed to, or paid by, the Seller, the Company or any Company Subsidiary. To the knowledge of the Inventories included as Acquired Assets consist Seller, each of a qualitythe parcels of the Owned Real Property and the Leased Real Property complies with all applicable subdivision, land parcelization and are not more than local governmental taxation or separate assessment requirements. (m) There has been no delivery of any written notice to the quantitySeller regarding any material repairs, reasonably expected to be usable in the ordinary course of businessalterations or other work on any Owned Real Property or Leased Real Property which have been required by any insurance company or any Governmental Entity.

Title and Related Matters. (a) Seller has good, valid and marketable title to the Acquired Assets free and clear of all Encumbrances other than the Permitted Encumbrances and those Encumbrances that are to be released at or prior to Closing. 2.6.1 Except as set forth in Schedule 5.8(a)2.6.1 attached hereto, Seller Companies have good and marketable title to all real and personal, tangible and intangible, property and other assets reflected in the Financial Statements or acquired after the Financial Statement Date, free and clear of all Liens, Claims and Orders except Permitted Liens. All properties used in the Business for the periods covered by the Financial Statements are reflected in the Financial Statements in accordance with and to the extent required on an accrual accounting basis. Schedule 2.6.1 attached hereto sets forth a complete and accurate summary of all leased assets that have annual rental payments in excess of $10,000, describing the expiration date of such lease, the name of the lessor, the annual rental payment and whether a consent is required from the lessor to consummate the transactions contemplated hereby. 2.6.2 All Parent’s and Seller Companies’ leases that are part of the Acquired Assets are in full force and effect, and valid and enforceable in accordance with their respective terms. Neither Parent nor any Seller Company has not leased or otherwise granted to received any Person the right to use or occupy the Owned Real Propertynotice of, and there exists no event of default or event which constitutes or would constitute (with notice or lapse of time or both), any default by Parent, any Seller Company or any other Person under any lease. All rent and other amounts due and payable with respect to Parent’s and Seller Companies’ leases that are no outstanding optionspart of the Acquired Assets have been paid through the date of this Agreement, and all rent and other amounts due and payable with respect to Parent’s and Seller Companies’ leases that are part of the Acquired Assets and are due and payable on or prior to the Closing Date will have been paid prior to the Closing Date. All lessors under the leases that are part of the Acquired Assets have consented (where such consent is necessary) or prior to the Closing will have consented (where such consent is necessary) to the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and thereby without requiring material modification in the rights or obligations thereunder. Neither Parent nor any Seller Company has received any written notice that the landlord with respect to any real property lease that is part of first offer the Acquired Assets would refuse to renew such lease upon expiration of the period thereof upon substantially the same terms, except for rent increases consistent with past experience or rights of first refusal to purchase such Owned Real Propertymarket rentals. (b) Except for 2.6.3 None of the Acquired Assets belonging to Parent or Seller Companies is or will be on the Closing Date subject to any Excluded Assets and for any assets being transferred by Seller pursuant to the Sister Purchase Agreement (for which Buyer may elect or need to acquire joint use arrangements with the buyer thereunder), (i) Contracts of sale or lease except as set forth in Schedule 2.6.3 attached hereto, except Contracts for the Owned Real Property sale of inventory in the ordinary and regular course of business or (ii) Liens, except for Permitted Liens and the Transferred Easements represent all of Liens set forth in Schedule 2.6.3 attached hereto. 2.6.4 Except as set forth in Schedule 2.6.4 attached hereto, the material buildings, structures and improvements included within the Acquired Assets’ real property interests used or held for use by Seller in connection with (collectively, the Transferred Business “Improvements”) have complied and necessary to conduct the Transferred Business comply in all material respects as conducted on with all applicable Regulations, including building and zoning ordinances and no material alteration, repair, improvement or other work that could give rise to a Lien has been performed in respect to such Improvements within the date of this Agreement andlast 120 days. The Improvements and the mechanical systems situated therein, except to including without limitation the extent permitted by Section 7.1heating, as of the Effective Timeelectrical, air conditioning and plumbing systems, are in good operating condition and repair, ordinary wear and tear excepted, and (ii) are adequate and suitable for the purposes for which they are presently being used, and the roof of each Improvement is in satisfactory condition and is not in need of current repair or replacement. The Acquired Assets include Assets’ real property and its continued use, occupancy and operation as currently used, occupied and operated does not constitute a nonconforming use under any Regulation or Order affecting the material property, plant and equipment used by Seller in the VA Distribution Business in the Transferred Territory real property (other than possible set back violations, none of which will have a Material Adverse Effect on the Business’s real property or its continued use, occupancy and operation as expressly contemplated hereby). (c) Except as set forth on Schedule 5.8(ccurrently used, occupied and operated), Seller has and the continued existence, use, occupancy and operation of each Improvement, and the right and ability to repair and/or rebuild such Improvements in the event of casualty, is not received written notice from dependent on any Person within three years prior special Permit, exception, approval or variance. There is no pending or, to the date knowledge of this Agreement asserting that Parent and Seller does not have Companies, threatened or proposed proceeding or governmental action to modify the rightzoning classification of, or to take by the power of eminent domain (or to purchase in lieu thereof), or to classify as a result of title defects landmark, or title failuresto impose special assessments on, or otherwise to use take or occupy restrict in any portion way the right to use, develop or alter, all or any part of the Owned Real Property or lands covered by the Transferred Easements, other than those notices Business’ real property that would not individually, or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the knowledge of Parent and Seller Companies, there are no encroachments upon any of the Business’ real property, and no portion of any Improvement owned by Parent or Seller Companies encroaches upon any property not included within the Business’ real property or upon the area of any easement affecting the Business’ real property. Each Improvement has direct access, adequate for the Business, in the ordinary course, to a public street adjoining the Business’ real property on which such Improvement is situated, and, to the knowledge of Parent and Seller Companies, no existing way of access to any Improvement crosses or encroaches upon any property or property interest not included in the Acquired Assets. 2.6.5 There has not been since the Financial Statement Date, and will not be prior to the Closing Date, any sale, lease, or any other disposition or distribution by Parent or any Seller Company of any Acquired Assets, now or hereafter owned by it, except transactions in the ordinary and regular course of business or as otherwise consented to by Purchaser. Immediately after the Closing, Purchaser will own, or have the unrestricted right to use, all properties and assets that are used (dor necessary) The buildings in connection with the Business, except for the Excluded Assets, on the Owned Real Property same economic basis as before the Closing. 2.6.6 The Acquired Assets constitute all of the assets necessary or appropriate for the continued operation of the Business. 2.6.7 All of the Acquired Assets consisting of tangible assets are located at the Locations and are in good operating condition relative to their age working condition, except for reasonable wear and use and have been maintained in accordance with Good Utility Practices. The Tangible Personal Property, Inventories and Distribution Facilities are in good operating condition relative to their age and use and have been maintained in accordance with Good Utility Practices. (e) No condemnation or eminent domain proceeding against any part of the Owned Real Property or the Transferred Easements is pending or, to the Knowledge of Seller, threatened, other than such proceedings that would not individually, or in the aggregate, reasonably be expected to have a Material Adverse Effect. (f) To the Knowledge of Seller, (i) there are no public improvements that have been ordered to be made or that have not been previously assessed, and (ii) there are no special, general or other assessments pending, threatened against, or affecting any parts of the Owned Real Property or any of the Transferred Easements. (g) All of the Inventories included as Acquired Assets consist of a qualitytear, and are not more than sufficient for the quantity, reasonably expected purposes for which such Acquired Assets are currently used and for the purpose proposed to be usable used in the ordinary course operations of businessthe Business pursuant to the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and thereby. No Seller Company nor Parent is aware of the need to replace or purchase any material equipment for use in the operation of the Business prior to Closing or after the Closing pursuant to the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and thereby, except as related to the Imaging Centers Capital Expenditures. All such Acquired Assets are reflected in the Financial Statements at net book value.

Title and Related Matters. (a) Seller Except as set forth in SCHEDULE 2.9(A) hereto, each of the Sellers has good, valid and marketable title to all personal, tangible and intangible, property and other assets used in the Business or otherwise reflected in the Financial Statements or acquired after the Financial Statement Date to the extent constituting Acquired Assets Assets, free and clear of all Encumbrances Liens, Claims and Orders, except Permitted Liens. All of the Acquired Assets that are tangible property are in good condition and repair, ordinary wear and tear excepted and are free from defects and damages. At the Closing, the Sellers shall convey to Acquisition, pursuant to Bankruptcy Court order acceptable to the Purchasers, good and marketable title to the Acquired Assets, free and clear of all Liens and Claims, which Acquired Assets constitute all of the tangible and intangible assets (other than Contracts not being assumed by the Permitted Encumbrances Purchasers) used in connection with the Business. All properties used in the Business as of the Financial Statement Date are reflected in the Financial Statements in accordance with and to the extent required by GAAP, except as to those Encumbrances assets that are leased. SCHEDULE 2.9(B) hereto sets forth a complete and accurate summary of all leased assets related to be released at the Business that have annual rental payments in excess of $50,000 (the "MATERIAL LEASES"). (b) All of the Material Leases are in full force and effect, and valid and enforceable in accordance with their respective terms. Except defaults that would result from the Chapter 11 Case, there exists no event of default or event which constitutes or would constitute (with notice or lapse of time or both) a default by any of the Sellers or any other Person under any such Material Lease. All rent and other amounts due and payable with respect to the leases related to the Business have been paid through the date of this Agreement and all rent and other amounts due and payable with respect to the leases that are due and payable on or prior to Closingthe Closing Date will have been paid prior to the Closing Date except as set forth in SCHEDULE 2.9(B) hereto. (c) None of the Acquired Assets is or will be on the Closing Date subject to any (i) Contracts of sale or lease, except Contracts for the sale of inventory in the ordinary and regular course of business or (ii) Liens. (d) Except as set forth in SCHEDULE 2.9(D) hereto, the buildings, structures and improvements included within the real property (collectively, the "IMPROVEMENTS") comply with all applicable Regulations, including building and zoning ordinances, and no alteration, repair, improvement or other work that could give rise to a Lien has been performed in respect to such Improvements within the last 120 days. Except as set forth in Schedule 5.8(a)SCHEDULE 2.9(D) hereto, Seller has not leased or otherwise granted to any Person the right to use or occupy Improvements and the Owned Real Propertymechanical systems situated therein, including without limitation the heating, electrical, air conditioning and plumbing systems, are in good operating condition and repair, ordinary wear and tear excepted, and there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property. (b) Except adequate and suitable for any Excluded Assets and for any assets being transferred by Seller pursuant to the Sister Purchase Agreement (purposes for which Buyer may elect or need to acquire joint use arrangements with the buyer thereunder)they are presently being used, (i) the Owned Real Property and the Transferred Easements represent all roof of the material each Improvement is in satisfactory condition and is not in need of current repair or replacement. The real property interests used or held for use by Seller and its continued use, occupancy and operation as currently used, occupied and operated in connection with the Transferred Business and necessary to conduct does not constitute a nonconforming use under any Regulation or Order affecting the Transferred Business in all material respects as conducted on the date of this Agreement and, except to the extent permitted by Section 7.1, as of the Effective Time, and (ii) the Acquired Assets include the material property, plant and equipment used by Seller in the VA Distribution Business in the Transferred Territory real property (other than possible set-back violations, none of which will have a Material Adverse Effect on such real property or its continued use, occupancy and operation as expressly contemplated hereby). (c) Except as set forth on Schedule 5.8(ccurrently used, occupied and operated), Seller has and the continued existence, use, occupancy and operation of each Improvement, and the right and ability to repair and/or rebuild such Improvements in the event of casualty, is not received written notice from dependent on any Person within three years prior special Permit, exception, approval or variance. There is no pending, threatened or proposed proceeding or governmental action to modify the date zoning classification of, or to take by the power of this Agreement asserting that Seller does not have the righteminent domain (or to purchase in lieu thereof), or to classify as a result of title defects landmark, or title failuresto impose special assessments on, or otherwise to use take or occupy restrict in any portion way the right to use, develop or alter, all or any part of the Owned Real Property or lands covered by real property used in connection with the Transferred Easements, other than those notices that Business which would not individually, or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) The buildings . There are no encroachments upon any of the real property used in connection with the Business, and no portion of any Improvement, encroaches upon any property not included within the real property used in connection with the Business or upon the area of any easement affecting such real property. Each Improvement has direct access, adequate for the operation of the Business in the ordinary course, to a public street adjoining the real property used in connection with the Business on which such Improvement is situated, and no existing way of access to any Improvement crosses or encroaches upon any property or property interest not used in connection with the Owned Real Property are in good operating condition relative to their age and use and have been maintained in accordance with Good Utility Practices. The Tangible Personal Property, Inventories and Distribution Facilities are in good operating condition relative to their age and use and have been maintained in accordance with Good Utility PracticesBusiness. (e) No condemnation or eminent domain proceeding against There has not been since the Financial Statement Date, any part of the Owned Real Property or the Transferred Easements is pending orsale, to the Knowledge of Seller, threatened, other than such proceedings that would not individuallylease, or in the aggregate, reasonably be expected to have a Material Adverse Effect. (f) To the Knowledge any other disposition or distribution of Seller, (i) there are no public improvements that have been ordered to be made or that have not been previously assessed, and (ii) there are no special, general or other assessments pending, threatened against, or affecting any parts of the Owned Real Property or any of the Transferred Easements. (g) All Acquired Assets, except for sales of the Inventories included as Acquired Assets consist of a quality, and are not more than the quantity, reasonably expected to be usable inventory in the ordinary course of business, now or hereafter owned by the Sellers, except as otherwise consented to by the Purchaser.

Title and Related Matters. (a) Seller has good, valid and marketable title to the Acquired Assets free and clear of all Encumbrances other than the Permitted Encumbrances and those Encumbrances that are to be released at or prior to Closing. Except as set forth in Schedule 5.8(a5.9(a) hereto and except for assets of Seller sold, used or disposed of in the ordinary course of the Business since the Financial Statement Date, (i) Seller has indefeasible title to all real and personal, tangible and intangible, property and other assets reflected in the Unaudited Financial Statements as owned by Seller or acquired by Seller after the Financial Statement Date, including the Purchased Assets, free and clear of all Liens, except Permitted Liens and (ii) all assets set forth on the Unaudited Financial Statements or acquired by Seller after the Financial Statement Date are free from obvious defects, have been maintained in accordance with Seller’s customary practices, are in good operating condition and repair (subject to normal wear and tear), and suitable for the purposes for which they presently are used and presently are proposed to be used. Schedule 5.9(a) hereto sets forth a complete and accurate summary of all Operating Leases of tangible personal property to which Seller has not leased or otherwise granted is a party that have annual rental payments in excess of $5,000, describing the expiration date of such lease, the name of the lessor, the annual rental payment and whether a consent is required from the lessor to any Person consummate the right to use or occupy the Owned Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Propertytransactions contemplated hereby. (b) Except for any Excluded Assets All Operating Leases of Seller are in full force and for any assets being transferred by Seller pursuant to the Sister Purchase Agreement (for which Buyer may elect or need to acquire joint use arrangements with the buyer thereunder), (i) the Owned Real Property and the Transferred Easements represent all of the material real property interests used or held for use by Seller in connection with the Transferred Business and necessary to conduct the Transferred Business in all material respects as conducted on the date of this Agreement and, except to the extent permitted by Section 7.1, as of the Effective Timeeffect, and (ii) the Acquired Assets include the material property, plant valid and equipment used by Seller enforceable in the VA Distribution Business in the Transferred Territory (other than as expressly contemplated hereby). (c) Except as set forth on Schedule 5.8(c), accordance with their respective terms. Seller has not received any written notice from of any event of default or event which constitutes or would constitute (with notice or lapse of time or both) a material default by Seller or any other Person within three years under any Operating Lease of Seller. All rent and other amounts due and payable on or prior to the date of this Agreement asserting with respect to Seller’s Operating Leases have been paid. Seller has not received any written notice that Seller does not have the right, as a result of title defects or title failures, landlord with respect to use or occupy any portion Real Property Lease would refuse to renew such lease upon expiration of the Owned Real Property period thereof upon substantially the same terms, except for rent increases consistent with past experience or lands covered by market rentals. (c) None of the Transferred EasementsPurchased Assets is subject to any Contracts of sale or lease except as set forth in Schedule 5.9(c), other than those notices that would not individually, or except Contracts for the sale of inventory in the aggregate, reasonably be expected to have a Material Adverse Effectordinary and regular course of the Business. (d) The buildings on Except as set forth in Schedule 5.29, there has not been since the Owned Real Property are in good operating condition relative to their age and use and have been maintained in accordance with Good Utility Practices. The Tangible Personal PropertyFinancial Statement Date any sale, Inventories and Distribution Facilities are in good operating condition relative to their age and use and have been maintained in accordance with Good Utility Practices. (e) No condemnation or eminent domain proceeding against any part of the Owned Real Property or the Transferred Easements is pending or, to the Knowledge of Seller, threatened, other than such proceedings that would not individuallylease, or in the aggregate, reasonably be expected to have a Material Adverse Effect. (f) To the Knowledge any other disposition or distribution by Seller of Seller, (i) there are no public improvements that have been ordered to be made or that have not been previously assessed, and (ii) there are no special, general or other assessments pending, threatened against, or affecting any parts of the Owned Real Property or any of the Transferred Easements. (g) All of the Inventories included as Acquired Assets consist of a qualityits assets or properties now owned by it, and are not more than the quantity, reasonably expected to be usable except transactions in the ordinary and regular course of businessthe Business.

Title and Related Matters. (a) Seller has good, valid and marketable title to all of the Acquired Real Property, its interest in the Dominion Lease, and all other real property interests which are necessary to operate the Point Beach Assets free and clear of all Encumbrances other than the Encumbrances, except Permitted Encumbrances and those Encumbrances that are to be released at or prior to ClosingEncumbrances. Except as set forth in Schedule 5.8(a), Seller has good and valid title to the Point Beach Assets not leased or otherwise granted to any Person the right to use or occupy the Owned constituting Real PropertyProperty free and clear of all Encumbrances, and there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Propertyexcept Permitted Encumbrances. (b) Except for any Excluded Assets and for any assets being transferred by Seller pursuant to the Sister Purchase Agreement (for which Buyer may elect or need to acquire joint use arrangements with the buyer thereunder), (i) the Owned Real Property and the Transferred Easements represent all of the material real property interests used or held for use by Seller in connection with the Transferred Business and necessary to conduct the Transferred Business in all material respects as conducted on the date of this Agreement and, except to the extent permitted by Section 7.1, as of the Effective Time, and (ii) the Acquired Assets include the material property, plant and equipment used by Seller in the VA Distribution Business in the Transferred Territory (other than as expressly contemplated hereby). (c) Except as set forth on Schedule 5.8(c), Seller has not received written notice from any Person within three years prior to the date of this Agreement asserting that Seller does not have the right, as a result of title defects or title failures, to use or occupy any portion of the Owned Real Property or lands covered by the Transferred Easements, other than those notices that would not individually, or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) The buildings on the Owned Real Property There are in good operating condition relative to their age and use and have been maintained in accordance with Good Utility Practices. The Tangible Personal Property, Inventories and Distribution Facilities are in good operating condition relative to their age and use and have been maintained in accordance with Good Utility Practices. (e) No condemnation or eminent domain proceeding against any part of the Owned Real Property or the Transferred Easements is no pending or, to the Knowledge of Seller, threatened, other than such threatened governmental proceedings that in eminent domain which would not individually, materially affect the Real Property or in the aggregate, reasonably be expected to have a Material Adverse Effect. (f) ATC Easement. To the Knowledge of Seller, the Real Property, the ATC Easement and the Dominion Lease comply in all material respects with applicable Law. To the Knowledge of Seller, there are no special assessments or Encumbrances imposed or contemplated by Governmental Authorities or violations that could be reasonably be expected to result in the creation of any material Encumbrance. (c) Seller has not received written notice of, and to the Knowledge of Seller there is not, any defect or condition of the soil or land, but specifically not including wetlands, which could reasonably be expected to materially impair the use of the Real Property for the operation of the Point Beach Assets or any portion thereof. (d) Other than the ATC Easements, the Farmland Leases, the siren agreements and those agreements set forth in Section 3.5(d) of the Seller Disclosure Schedule, there are no unrecorded real property leases, mortgages, deeds of trust, easements, licenses or other rights in real property which materially affect the use of the Real Property as currently used or have a financial impact in excess of $300,000; provided, however, should such unrecorded rights in real estate exist, Seller shall have the opportunity to cure whether by (i) there are no public improvements that have been ordered to be made obtaining the discharge of or that have not been previously assessed, and providing insurance coverage over such interest or (ii) there are no special, general or other assessments pending, threatened against, or affecting any parts of acceptable means. Seller’s interest in all such agreements shall be transferred and assigned by Seller to Buyer on the Owned Real Property or any of the Transferred EasementsClosing Date. (g) All of the Inventories included as Acquired Assets consist of a quality, and are not more than the quantity, reasonably expected to be usable in the ordinary course of business.

Title and Related Matters. (a) Seller has good, valid and marketable title to the Acquired Assets free and clear of all Encumbrances other than the Permitted Encumbrances and those Encumbrances that are to be released at or prior to Closing. Except as set forth in Schedule 5.8(a)5.9(a) hereto, Seller has not leased good and marketable title to all real and personal, tangible and intangible, property and other assets reflected in the Financial Statements or otherwise granted to any Person acquired after the right to use or occupy Financial Statement Date, including, the Owned Real PropertyPurchased Assets, free and clear of all Liens, except Permitted Liens, and there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property. (b) Except for any Excluded Assets and for any all assets being transferred by Seller pursuant to the Sister Purchase Agreement (for which Buyer may elect or need to acquire joint use arrangements with the buyer thereunder), (i) the Owned Real Property and the Transferred Easements represent all of the material real property interests used or held for use by Seller in connection with the Transferred Business and necessary to conduct the Transferred Business in all material respects as conducted on the date of this Agreement and, except to the extent permitted by Section 7.1, as of the Effective Time, and (ii) the Acquired Assets include the material property, plant and equipment used by Seller in the VA Distribution Business in the Transferred Territory (other than as expressly contemplated hereby). (c) Except as set forth on Schedule 5.8(cthe Financial Statements or acquired after that date are free from defects (patent or latent), Seller has not received written notice from any Person within three years prior to the date of this Agreement asserting that Seller does not have the right, as a result of title defects or title failures, to use or occupy any portion of the Owned Real Property or lands covered by the Transferred Easements, other than those notices that would not individually, or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) The buildings on the Owned Real Property are in good operating condition relative to their age and use and have been maintained in accordance with Good Utility Practices. The Tangible Personal Propertynormal industry practice, Inventories and Distribution Facilities are in good operating condition relative and repair (subject to their age normal wear and use tear), and have been maintained suitable for the purposes for which they presently are used and presently are proposed to be used. All properties used in Seller's business operations for the periods covered by the Financial Statements are reflected in the Financial Statements in accordance with Good Utility Practicesand to the extent required by GAAP, except as to those assets that are leased. Schedule 5.9(a) hereto sets forth a complete and accurate summary of all leased assets that have annual rental payments in excess of $5,000, describing the expiration date of such lease, the name of the lessor, the annual rental payment and whether a consent is required from the lessor to consummate the transactions contemplated hereby. (eb) No condemnation All Seller's leases are in full force and effect, and valid and enforceable in accordance with their respective terms. Seller has not received any notice of any, and there exists no event of default or eminent domain proceeding against event which constitutes or would constitute (with notice or lapse of time or both) a default by Seller or any part other Person under any lease. All rent and other amounts due and payable with respect to Seller's leases have been paid through the date of this Agreement and all rent and other amounts due and payable with respect to Seller's leases that are due and payable on or prior to the Closing Date will have been paid prior to the Closing Date. Seller has received no written notice that the landlord with respect to any real property lease would refuse to renew such lease upon expiration of the Owned Real Property period thereof upon substantially the same terms, except for rent increases consistent with past experience or the Transferred Easements is pending or, to the Knowledge of Seller, threatened, other than such proceedings that would not individually, or in the aggregate, reasonably be expected to have a Material Adverse Effectmarket rentals. (fc) To None of the Knowledge of Seller, assets belonging to Seller is or will be on the Closing Date subject to any (i) there are no public improvements that have been ordered to be made Contracts of sale or that have not been previously assessedlease except as set forth in Schedule 5.9(c), except Contracts for the sale of inventory in the ordinary and regular course of business or (ii) there are no specialLiens, general or other assessments pending, threatened against, or affecting any parts of except for Permitted Liens and the Owned Real Property or any of the Transferred EasementsLiens set forth in Schedule 5.9(d) hereto. (gd) All There has not been since the Financial Statement Date and will not be prior to the Closing Date, any sale, lease, or any other disposition or distribution by Seller of the Inventories included as Acquired Assets consist any of a qualityits assets or properties, and are not more than the quantitynow or hereafter owned by it, reasonably expected to be usable except transactions in the ordinary and regular course of businessbusiness or as otherwise consented to by Buyer. Immediately after the Closing, Buyer will own, or have the unrestricted right to use, all of the Purchased Assets.

Title and Related Matters. (a) Seller has good, valid The SPE Entities have good and marketable fee simple title to the Acquired Assets Property free and clear of all Encumbrances other than the Permitted Encumbrances and liens except for those Encumbrances that are to be released at or prior to Closing. Except as set forth in Schedule 5.8(a)on the Title Commitments. Owner, Seller has Contributor and the SPE Entities have no knowledge of any agreements, documents or instruments which are not leased or otherwise granted set forth on the Title Commitments but which affect the title to any Person the right to use or occupy the Owned Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property. (b) Except The Property is supplied with such utilities as are necessary for any Excluded Assets and for any assets being transferred by Seller pursuant the operation of the Property as currently operated, and, to the Sister Purchase Agreement (for which Buyer may elect or need to acquire joint use arrangements with the buyer thereunder)best of Contributor’s and Owner’s knowledge, (i) the Owned Real Property Owner, Contributor and the Transferred Easements represent all of SPE Entities there are no future plans by any utility provider to curtail or eliminate any utilities currently serving the material real property interests used or held for use Property. All utility bills and deposits required by Seller in connection with the Transferred Business and necessary to conduct the Transferred Business in all material respects as conducted on the date of this Agreement and, except any utility provider to the extent permitted due and payable have been paid by Section 7.1, as of Owner or the Effective Time, and (ii) the Acquired Assets include the material property, plant and equipment used by Seller in the VA Distribution Business in the Transferred Territory (other than as expressly contemplated hereby)SPE Entities. (c) Except as set forth The Property abuts on Schedule 5.8(c)and has direct vehicular access to a public road, Seller or has access to a public road via a permanent and insurable easement benefiting the Property, and, to the best of Contributor’s and Owner’s knowledge, Owner, Contributor and the SPE Entities have not received written any notice from that alleges any Person within three years prior breach or default under any instrument creating any such easement or attempting to the date of this Agreement asserting that Seller does not have the right, as a result of title defects terminate or title failures, to use or occupy any portion of the Owned Real Property or lands covered by the Transferred Easements, other than those notices that would not individually, or in the aggregate, reasonably be expected to have a Material Adverse Effectrevoke such easement. (d) There are no pending rezoning or other pending land use actions affecting the Property, with the exception of the Major Modification application currently pending with respect to the Academy Property (“Major Modification Application”). The buildings Major Modification Application is pending before Hillsborough County, Florida and is a request to permit adult treatment on the Owned Real Academy Property in addition to the adolescent treatment already permitted on the Academy Property. Owner, Contributor and the SPE Entities have not received written notice of and, to the best of Contributor’s and Owner’s knowledge, there are no threatened or contemplated rezoning or other land use actions affecting or which will affect the Property. The current use of the Property is lawfully permitted either as a currently conforming use or as a fully legally “grandfathered use,” and except as otherwise set forth in this Agreement, there are no violations of and the Properties are in good operating condition relative full compliance with any laws relating to their age the zoning, land use, building codes or other similar requirements of all local, state and use federal authorities and have been maintained in accordance with Good Utility Practices. The Tangible Personal Property, Inventories and Distribution Facilities are in good operating condition relative to their age and use and have been maintained in accordance with Good Utility Practicesany other governmental entity having jurisdiction over the Property or any portion thereof. (e) No The surveys provided to the Company pursuant to Section 5.1 hereof are an accurate depiction of the Property and reveal all Improvements located thereon and the following are true and correct since the date of the above-mentioned surveys: 1. There have been no additional improvements, including, but not limited to, buildings, sheds, fences or swimming pools, constructed on the Property shown on the survey, nor have there been any alterations to the existing Improvements; 2. There have been no improvements, including, but not limited to, buildings, sheds, fences or swimming pools, constructed on adjoining properties which might encroach onto the Property; 3. There has been no taking of any right-of-way, by condemnation or eminent domain proceeding against any part otherwise; 4. There are no encroachments off of the Owned Real Property (or onto any easement affecting the Transferred Easements is pending or, Property); and 5. There are no disputed boundaries with respect to the Knowledge Property. Notwithstanding the foregoing, with respect to the Greenhouse Property, additional improvements are currently underway thereon which improvements include the remodeling of Seller, threatened, other than such proceedings that would not individually, or in a portion of the aggregate, reasonably be expected to have existing Improvements and the construction of a Material Adverse Effect. (f) To the Knowledge of Seller, (i) there are no public improvements that have been ordered to be made or that have not been previously assessed34,000 square foot addition, and (ii) there with respect to the Concorde Property, additional improvements were completed thereon which improvements include the construction of an entry gate and fencing consisting of cinder blocks and wrought iron detailing which gate and fencing encloses and secures the Concorde Property. The additional improvements described herein are no special, general or other assessments pending, threatened against, or affecting any parts occurring and have occurred since the date of the Owned Real Property or any of the Transferred Easementsabove-mentioned surveys. (g) All of the Inventories included as Acquired Assets consist of a quality, and are not more than the quantity, reasonably expected to be usable in the ordinary course of business.

Title and Related Matters. (a) Seller has good, valid and marketable title to the Acquired Assets free and clear of all Encumbrances other than the Permitted Encumbrances and those Encumbrances that are to be released at or prior to Closing. Except as set forth in Schedule 5.8(a)2.1l(a) attached hereto, Seller the Corporation has not good and marketable title to all real and personal, tangible and intangible, property and other assets reflected in the Financial Statements or acquired after the Financial Statement Date, free and clear of all Liens, except Permitted Liens. All properties used in the Corporation’s business operations for the periods covered by the Financial Statements are reflected in the Financial Statements, except as to those assets that are leased. Schedule 2.11(b) attached hereto sets forth a complete and accurate summary of all leased or otherwise granted assets that have annual rental payments in excess of $12,000, describing the expiration date of such lease, the name of the lessor, the annual rental payment and whether a consent is required from the lessor to any Person consummate the right to use or occupy the Owned Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Propertytransactions contemplated hereby. (b) Except for All the Corporation’s leases are in full force and effect, and valid and enforceable in accordance with their respective terms. The Corporation has not received any Excluded Assets notice of any, and for there exists no event of default or event which constitutes or would constitute (with notice or lapse of time or both) a default by the Corporation or any assets being transferred by Seller pursuant other Person under any lease. All rent and other amounts due and payable with respect to the Sister Purchase Agreement (for which Buyer may elect or need to acquire joint use arrangements with the buyer thereunder), (i) the Owned Real Property and the Transferred Easements represent all of the material real property interests used or held for use by Seller in connection with the Transferred Business and necessary to conduct the Transferred Business in all material respects as conducted on Corporation’s leases have been paid through the date of this Agreement andand all rent and other amounts due and payable with respect to the Corporation’s leases that are due and payable on or prior to the Closing Date will have been paid prior to the Closing Date. All lessors under the Corporation’s real property leases have consented (where such consent is necessary) or prior to the Closing will have consented (where such consent is necessary) to the consummation of the transactions contemplated by this Agreement without requiring material modification in the rights or obligations thereunder. The Corporation has received no written notice that the landlord with respect to any real property lease would refuse to renew such lease upon expiration of the period thereof upon substantially the same terms, except to the extent permitted by Section 7.1, as of the Effective Time, and (ii) the Acquired Assets include the material property, plant and equipment used by Seller in the VA Distribution Business in the Transferred Territory (other than as expressly contemplated hereby)for rent increases consistent with past experience or market rentals. (c) Except None of the assets belonging to the Corporation is or will be on the Closing Date subject to any (i) Contracts of sale or lease except as set forth on in Schedule 5.8(c)2.11(c) attached hereto, Seller has not received written notice from any Person within three years prior to except Contracts for the date sale of this Agreement asserting that Seller does not have the right, as a result of title defects or title failures, to use or occupy any portion of the Owned Real Property or lands covered by the Transferred Easements, other than those notices that would not individually, or inventory in the aggregateordinary and regular course of business or (ii) Liens, reasonably be expected to have a Material Adverse Effectexcept for Permitted Liens and the Liens set forth in Schedule 2.11(c) attached hereto. (d) The buildings on There has not been since the Owned Real Property are in good operating condition relative to their age Financial Statement Date and use and have been maintained in accordance with Good Utility Practices. The Tangible Personal Property, Inventories and Distribution Facilities are in good operating condition relative to their age and use and have been maintained in accordance with Good Utility Practices. (e) No condemnation or eminent domain proceeding against any part of the Owned Real Property or the Transferred Easements is pending or, will not be prior to the Knowledge of SellerClosing Date, threatenedany sale, other than such proceedings that would not individuallylease, or in any other disposition or distribution by the aggregate, reasonably be expected to have a Material Adverse Effect. (f) To the Knowledge Corporation of Seller, (i) there are no public improvements that have been ordered to be made or that have not been previously assessed, and (ii) there are no special, general or other assessments pending, threatened against, or affecting any parts of the Owned Real Property or any of the Transferred Easements. (g) All of the Inventories included as Acquired Assets consist of a qualityits assets or properties, and are not more than the quantitynow or hereafter owned by it, reasonably expected to be usable except transactions in the ordinary and regular course of businessbusiness or as otherwise consented to by the Purchaser. Immediately after the Closing, the Purchaser will own, or have the unrestricted right to use, all properties and assets that are used (or necessary) in connection with the Corporation’s business on the same economic basis as before the Closing.

Title and Related Matters. Except as set forth in Exhibit 8.1(i) attached hereto, and except with respect to any defects, encumbrances and/or exceptions to the title received by Guaranty on the Effective Date or which have been created in connection with the ownership and/or operation of an asset and approved by the FDIC Manager as in accordance with the terms of the Assistance Agreement, or which have arisen as a result of the acquisition of a Covered Asset by deed-in-lieu of foreclosure or foreclosure, Guaranty, to the best of its knowledge, (ai) Seller has good, valid holds good and marketable indefeasible title to the Acquired Transferred REO (provided, however, that it has not acquired an owner's policy of title insurance on all Transferred REO), with all rights under applicable state laws to maintain ownership and the use of such property as it is being used on the date hereof, (ii) owns good title to the Mortgages which encumber the properties, and (iii) owns good title to all of the Transferred Assets free not constituting Transferred REO or Mortgages. To its actual knowledge, Guaranty has not taken any actions in violation of the terms of the Assistance Agreement (nor failed to take any actions) with respect to the Transferred Assets which has resulted or will result in any material adverse title claims, liens, mortgages, charges, security interests, pledges, options, encumbrances and clear other restrictions or limitations of all Encumbrances any nature whatsoever affecting the Transferred Assets, except (A) as disclosed in Exhibit 8.1(i) attached hereto, (B) for liens for taxes not yet due and payable or which are being contested in good faith, and (C) for easements, restrictions and encumbrances of record, which do not, either individually or in the aggregate, materially detract from the value, or substantially interfere with the use, of any of the Transferred Assets; provided, however, that no representation is made with respect to any action (or failure to act) (x) taken (or omitted) with the written concurrence or at the written direction of the FDIC Manager or any of its predecessors in interest, or in accordance with a written notice with respect to subsidiary business plans delivered by Guaranty to the FDIC Manager or its predecessors in interests with respect to which no written objection was delivered to Guaranty, or (y) that does not constitute gross negligence, fraud, or intentional or willful misconduct demonstrating a greater disregard of a duty of care than gross negligence. There is no, and Guaranty has received no notice, oral or written, of any, condemnation, expropriation, eminent domain or similar proceeding pending or threatened against any of the Transferred Assets, except as set forth in Exhibit 8.1(i) attached hereto, and Guaranty has made no commitments to, and has received no notice, oral or written, from any public authority or other than entity with respect to the Permitted Encumbrances and those Encumbrances that are to be released at taking or prior to Closinguse of any of the Transferred Assets, whether temporarily or permanently, for easements, rights-of-way, or other public or quasi-public purposes. Except as set forth in Schedule 5.8(a)Exhibit 8.1(i) attached hereto, Seller the physical condition of the Transferred Assets has not leased been materially adversely affected by any action of, or otherwise granted failure to any Person act by, Guaranty between the right to use or occupy the Owned Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property. (b) Except for any Excluded Assets and for any assets being transferred by Seller pursuant to the Sister Purchase Agreement (for which Buyer may elect or need to acquire joint use arrangements with the buyer thereunder), (i) the Owned Real Property Effective Date and the Transferred Easements represent all of the material real property interests used or held for use by Seller in connection with the Transferred Business and necessary to conduct the Transferred Business in all material respects as conducted on the date of this Agreement and, Closing except to the extent permitted by Section 7.1, as of the Effective Time, and (ii) the Acquired Assets include the material property, plant and equipment used by Seller such actions or failures to act were explicitly directed or approved in the VA Distribution Business in the Transferred Territory (other than as expressly contemplated hereby). (c) Except as set forth on Schedule 5.8(c), Seller has not received written notice from any Person within three years prior to the date of this Agreement asserting that Seller does not have the right, as a result of title defects or title failures, to use or occupy any portion of the Owned Real Property or lands covered writing by the Transferred Easements, other than those notices that would not individually, FDIC Manager or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) The buildings on the Owned Real Property are in good operating condition relative to their age and use and have been maintained its predecessor in accordance with Good Utility Practices. The Tangible Personal Property, Inventories and Distribution Facilities are in good operating condition relative to their age and use and have been maintained in accordance with Good Utility Practices. (e) No condemnation or eminent domain proceeding against any part the terms of the Owned Real Property or the Transferred Easements is pending orAssistance Agreement, to the Knowledge of Seller, threatened, other than such proceedings that would not individually, or in the aggregate, reasonably be expected to have a Material Adverse Effectnormal wear and tear excepted. (f) To the Knowledge of Seller, (i) there are no public improvements that have been ordered to be made or that have not been previously assessed, and (ii) there are no special, general or other assessments pending, threatened against, or affecting any parts of the Owned Real Property or any of the Transferred Easements. (g) All of the Inventories included as Acquired Assets consist of a quality, and are not more than the quantity, reasonably expected to be usable in the ordinary course of business.

Title and Related Matters. (a) Seller has good, valid and marketable title to the The Acquired Assets free and clear of all Encumbrances other than the Permitted Encumbrances and those Encumbrances that are to be released at or prior to Closing. Except as set forth in Schedule 5.8(a), Seller has not leased or otherwise granted to any Person the right to use or occupy the Owned Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property. (b) Except for any Excluded Assets and for any assets being transferred by Seller pursuant to the Sister Purchase Agreement (for which Buyer may elect or need to acquire joint use arrangements with the buyer thereunder), (i) the Owned Real Property and the Transferred Easements represent constitute all of the material real property assets, properties, rights and interests used or held for use by Seller in connection with the Transferred Business and necessary to conduct the Transferred Business in all material respects substantially the same manner as conducted on the date of this Agreement and, except to the extent permitted by Section 7.1, as of the Effective Time, and (ii) the Acquired Assets include the material property, plant and equipment used by Seller in the VA Distribution Business in the Transferred Territory (other than as expressly contemplated hereby). (c) Except as set forth on Schedule 5.8(c), Seller has not received written notice from any Person within three years S&T prior to the date of this Agreement asserting that Seller does not have Agreement. To the rightbest of S&T's knowledge, as a result of title defects or title failures, to use or occupy any portion all of the Owned Real Property or lands covered by Acquired Assets used in connection with the Transferred Easements, other than those notices that would not individually, or in operation of the aggregate, reasonably be expected to have a Material Adverse Effect. Business (d) The buildings including without limitation the assets reflected on the Owned Real Property Unaudited Balance Sheet (as hereinafter defined)) are in good operating condition relative and repair, subject to their normal wear and tear consistent with the age of the properties or assets, and use are adequate and sufficient for the uses to which they are put in the Business. None of the Acquired Assets have been maintained in accordance with Good Utility Practices. The Tangible Personal Property, Inventories and Distribution Facilities any material defects or are in good operating condition relative need of maintenance or repair, except for ordinary, routine maintenance and repairs that are not material in nature or cost. S&T has good, marketable and exclusive title to, and the valid and enforceable power and unqualified right to their age and use and have been maintained in accordance with Good Utility Practices. (e) No condemnation or eminent domain proceeding against any part each of the Owned Real Property Acquired Assets and the Acquired Assets are free and clear of all Liens and Claims of any kind or the Transferred Easements is pending ornature whatsoever, to the Knowledge of Seller, threatened, other than such proceedings that would not individually, or in the aggregate, reasonably be expected to have a Material Adverse Effect. (f) To the Knowledge of Seller, except for: (i) there current real estate Taxes (as defined herein) or governmental charges or levies that are no public improvements that have been ordered to be made or that have a Lien but not been previously assessed, yet due and payable; (ii) there Liens disclosed as securing specified liabilities on the Unaudited Balance Sheet and notes thereto with respect to which no default exists; (iii) Liens disclosed on Schedule 2.1(f), entitled "Liens," attached hereto; and (iv) minor imperfections of title, if any, none of which are no special, general or other assessments pending, threatened againstsubstantial in amount, or affecting any parts materially detract from the value or impair the use of the Owned Real Property property subject thereto or any the operation of the Transferred Easements. (g) All of the Inventories included as Acquired Assets consist of a quality, Business and are not more than the quantity, reasonably expected to be usable that have arisen only in the ordinary and normal course of businessbusiness consistent with past practice (the Liens described in clauses (i), (ii), (iii) and (iv) being collectively referred to herein as "Permitted Liens"). The consummation of the transactions contemplated by this Agreement will not adversely affect such title or rights, or any terms of the applicable agreements (whether written or oral) evidencing, creating or granting such title or rights. Except as disclosed on Schedule 2.1(f), entitled "Liens," none of the Acquired Assets are subject to, or held under, any lease, mortgage, security agreement, conditional sales contract or other title retention agreement, or are other than in the sole possession and under the sole control of S&T. S&T has the right under valid and existing leases to occupy, use or control all properties and assets leased by it and included in the Acquired Assets.

Title and Related Matters. (a) Seller Except as otherwise set forth in the NSA and NetSoft Disclosure Schedule, each of NSA and NetSoft has good, valid good and marketable title to all the Acquired Assets free properties, interests in properties and clear of all Encumbrances other than assets, real and personal, reflected in the Permitted Encumbrances NSA and those Encumbrances that are to be released at NetSoft Financial Statements or prior to Closing. Except as set forth in Schedule 5.8(a), Seller has not leased or otherwise granted to any Person the right to use or occupy the Owned Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property. (b) Except for any Excluded Assets and for any assets being transferred by Seller pursuant to the Sister Purchase Agreement (for which Buyer may elect or need to acquire joint use arrangements with the buyer thereunder), (i) the Owned Real Property and the Transferred Easements represent all of the material real property interests used or held for use by Seller in connection with the Transferred Business and necessary to conduct the Transferred Business in all material respects as conducted on acquired after the date of this Agreement andthe NetSoft Financial Statements (except properties, except to the extent permitted by Section 7.1, as interests in properties and assets sold or otherwise disposed of the Effective Time, and (ii) the Acquired Assets include the material property, plant and equipment used by Seller in the VA Distribution Business in the Transferred Territory (other than as expressly contemplated hereby). (c) Except as set forth on Schedule 5.8(c), Seller has not received written notice from any Person within three years prior to since the date of this Agreement asserting that Seller does not have the right, as a result of title defects or title failures, to use or occupy any portion of the Owned Real Property or lands covered by the Transferred Easements, other than those notices that would not individually, or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) The buildings on the Owned Real Property are in good operating condition relative to their age NSA and use and have been maintained in accordance with Good Utility Practices. The Tangible Personal Property, Inventories and Distribution Facilities are in good operating condition relative to their age and use and have been maintained in accordance with Good Utility Practices. (e) No condemnation or eminent domain proceeding against any part of the Owned Real Property or the Transferred Easements is pending or, to the Knowledge of Seller, threatened, other than such proceedings that would not individually, or in the aggregate, reasonably be expected to have a Material Adverse Effect. (f) To the Knowledge of Seller, (i) there are no public improvements that have been ordered to be made or that have not been previously assessed, and (ii) there are no special, general or other assessments pending, threatened against, or affecting any parts of the Owned Real Property or any of the Transferred Easements. (g) All of the Inventories included as Acquired Assets consist of a quality, and are not more than the quantity, reasonably expected to be usable NetSoft Financial Statements in the ordinary course of business), free and clear of all deeds of trust, mortgages, liens, pledges, charges or encumbrances of any kind or character, except the lien of current taxes not yet due and payable and except for liens which in the aggregate do not secure more than Twenty Thousand Dollars ($20,000) in liabilities. Except as reflected in the NSA and NetSoft Financial Statements or the NSA and the NetSoft Disclosure Schedule, the equipment of NSA and NetSoft used in the respective operations of its business is in good operating condition and repair, normal wear and tear excepted. All real or personal property leases to which either NSA or NetSoft is a party are valid, binding, enforceable and effective in accordance with their respective terms, subject to (a) laws of general application relating to bankruptcy, insolvency, or the relief of debtors, (b) rules of law or equity governing specific performance, injunctive relief and other equitable remedies and (c) any third-party consents which may be required as a result of the transactions contemplated in this Agreement. There is not under any of such leases any existing material default by either NSA or NetSoft or event of default or event which, with notice or lapse of time or both, would constitute a material default. The NSA and NetSoft Disclosure Schedule contains a description of all real and personal property leased or owned by either NSA or NetSoft, describing its interest in said property and with respect to real property a description of each parcel and a summary description of the buildings, structures and improvements thereon. True and correct copies of NSA's and NetSoft's leases have been provided to NetManage or its Representatives.

Title and Related Matters. (a) The Seller has good, valid good and marketable title to the all Acquired Assets Assets, free and clear of all Encumbrances other than Liens, except (i) Permitted Liens and (ii) the Senior Lender Liens. Section 2.8(b) of the Disclosure Schedule hereto sets forth a complete and accurate list of all leased assets that have annual rental payments in excess of $20,000. At the Closing, the Seller shall deliver good and marketable title to all of the Acquired Assets, free and clear of all Liens except for the Permitted Encumbrances and those Encumbrances that are to be released at or prior to Closing. Except as set forth in Schedule 5.8(a), Seller has not leased or otherwise granted to any Person the right to use or occupy the Owned Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real PropertyLiens. (b) Except for All the leases that are part of the Acquired Assets are in full force and effect. The Seller has not received any Excluded Assets notice of any, and for any assets being transferred there exists no event of default or event which constitutes or would constitute (with notice or lapse of time or both) a default by the Seller pursuant or any, to the Sister Purchase Agreement (for which Buyer may elect or need Seller's Knowledge, other Person under any lease. All rent and other amounts due and payable with respect to acquire joint use arrangements with the buyer thereunder), (i) the Owned Real Property and the Transferred Easements represent all leases that are part of the material real property interests used or held for use by Seller in connection with the Transferred Business and necessary to conduct the Transferred Business in all material respects as conducted on Acquired Assets have been paid through the date of this Agreement and, except and all rent and other amounts due and payable with respect to the extent permitted by Section 7.1, as leases that are part of the Effective Time, and (ii) the Acquired Assets include that are due and payable on or prior to the material property, plant and equipment used by Seller in Closing Date will have been paid prior to the VA Distribution Business in the Transferred Territory (other than as expressly contemplated hereby)Closing Date. (c) Except The buildings, structures and improvements or real property included within the Acquired Assets (collectively, the "Improvements") comply in all material respects with all applicable restrictions, building ordinances and zoning ordinances and all Laws. The Improvements are in good operating condition and repair, ordinary wear and tear excepted, and are adequate and suitable for the purposes for which they are presently being used. The real property included in the Acquired Assets and its continued use, occupancy and operation as set forth on Schedule 5.8(c)currently used, Seller has not received written notice from any Person within three years prior to the date of this Agreement asserting that Seller occupied and operated does not have constitute a nonconforming use under any Law or Order affecting the right, as a result of title defects or title failures, to use or occupy any portion of the Owned Real Property or lands covered by the Transferred Easements, real property (other than those notices that would not individuallypossible set back violations, or in the aggregate, reasonably be expected to none of which will have a Material Adverse EffectEffect or the continued use, occupancy and operation of the real property included in the Acquired Assets as currently used, occupied and operated), and the continued existence, use, occupancy and operation of each Improvement, and the right and ability to repair and/or rebuild such Improvements in the event of casualty, is not dependent on any special Permit, exception, approval or variance. (d) The buildings on There has not been since the Owned Real Property are in good operating condition relative Balance Sheet Date and will not be prior to their age and use and have been maintained in accordance with Good Utility Practices. The Tangible Personal Propertythe Closing Date, Inventories and Distribution Facilities are in good operating condition relative to their age and use and have been maintained in accordance with Good Utility Practices. (e) No condemnation any sale, lease, or eminent domain proceeding against any part other disposition or distribution by the Seller of any of the Owned Real Property Acquired Assets, now or the Transferred Easements is pending orhereafter owned by it, to the Knowledge of Seller, threatened, other than such proceedings that would not individually, or in the aggregate, reasonably be expected to have a Material Adverse Effect. (f) To the Knowledge of Seller, except for (i) there are no public improvements that have been ordered to be made or that have not been previously assessed, and (ii) there are no special, general or other assessments pending, threatened against, or affecting any parts sales of the Owned Real Property or any of the Transferred Easements. (g) All of the Inventories included as Acquired Assets consist of a quality, and are not more than the quantity, reasonably expected to be usable inventory in the ordinary course of business, (ii) sales or retirement of equipment no longer useful in the Business and (iii) transactions consented to by the Purchaser. After the Closing, the Purchaser will own, or have the unrestricted right to use, all properties and assets that are primarily used in connection with the Business subject to restrictions set forth in the License Agreement.

Title and Related Matters. (a) Seller has good, valid and marketable title to the Acquired Assets free and clear of all Encumbrances other than the Permitted Encumbrances and those Encumbrances that are to be released at or prior to Closing. Except as set forth in Schedule 5.8(a)3.11(a) attached hereto, Seller the Purchaser has not good and marketable title to all real and personal, tangible and intangible, property and other assets reflected in the Financial Statements or acquired after the Financial Statement Date, free and clear of all Liens, except Permitted Liens. All properties used in the Purchaser’s business operations for the periods covered by the Financial Statements are reflected in the Financial Statements, except as to those assets that are leased. Schedule 3.11 (b) attached hereto sets forth a complete and accurate summary of all leased or otherwise granted assets that have annual rental payments in excess of $12,000, describing the expiration date of such lease, the name of the lessor, the annual rental payment and whether a consent is required from the lessor to any Person consummate the right to use or occupy the Owned Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Propertytransactions contemplated hereby. (b) Except for All the Purchaser’s leases are in full force and effect, and valid and enforceable in accordance with their respective terms. The Purchaser has not received any Excluded Assets notice of any, and for there exists no event of default or event which constitutes or would constitute (with notice or lapse of time or both) a default by the Purchaser or any assets being transferred by Seller pursuant other Person under any lease. All rent and other amounts due and payable with respect to the Sister Purchase Agreement (for which Buyer may elect or need to acquire joint use arrangements with the buyer thereunder), (i) the Owned Real Property and the Transferred Easements represent all of the material real property interests used or held for use by Seller in connection with the Transferred Business and necessary to conduct the Transferred Business in all material respects as conducted on Purchaser’s leases have been paid through the date of this Agreement andand all rent and other amounts due and payable with respect to the Purchaser’s leases that are due and payable on or prior to the Closing Date will have been paid prior to the Closing Date. All lessors under the Purchaser’s real property leases have consented (where such consent is necessary) or prior to the Closing will have consented (where such consent is necessary) to the consummation of the transactions contemplated by this Agreement without requiring material modification in the rights or obligations thereunder. The Purchaser has received no written notice that the landlord with respect to any real property lease would refuse to renew such lease upon expiration of the period thereof upon substantially the same terms, except to the extent permitted by Section 7.1, as of the Effective Time, and (ii) the Acquired Assets include the material property, plant and equipment used by Seller in the VA Distribution Business in the Transferred Territory (other than as expressly contemplated hereby)for rent increases consistent with past experience or market rentals. (c) Except None of the assets belonging to the Purchaser is or will be on the Closing Date subject to any (i) Contracts of sale or lease except as set forth on in Schedule 5.8(c)3.11(c) attached hereto, Seller has not received written notice from any Person within three years prior to except Contracts for the date sale of this Agreement asserting that Seller does not have the right, as a result of title defects or title failures, to use or occupy any portion of the Owned Real Property or lands covered by the Transferred Easements, other than those notices that would not individually, or inventory in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) The buildings on the Owned Real Property are in good operating condition relative to their age ordinary and use and have been maintained in accordance with Good Utility Practices. The Tangible Personal Property, Inventories and Distribution Facilities are in good operating condition relative to their age and use and have been maintained in accordance with Good Utility Practices. (e) No condemnation regular course of business or eminent domain proceeding against any part of the Owned Real Property or the Transferred Easements is pending or, to the Knowledge of Seller, threatened, other than such proceedings that would not individually, or in the aggregate, reasonably be expected to have a Material Adverse Effect. (f) To the Knowledge of Seller, (i) there are no public improvements that have been ordered to be made or that have not been previously assessed, and (ii) there are no specialLiens, general or other assessments pending, threatened against, or affecting any parts of except for Permitted Liens and the Owned Real Property or any of the Transferred EasementsLiens set forth in Schedule 3.11(d) attached hereto. (g) All of the Inventories included as Acquired Assets consist of a quality, and are not more than the quantity, reasonably expected to be usable in the ordinary course of business.

Title and Related Matters. (a) Except for Permitted Encumbrances, the Company or the Seller, as the case may be, holds an insurable fee simple title to the Real Property and any real property that the Company or its Subsidiaries purports to own. (b) Except for Permitted Encumbrances, (x) the Seller has good and valid title to the Related Assets (other than the Real Property) which it purports to own, free and clear of all Encumbrances, and (y) the Company and its Subsidiaries have good and valid title to the material assets which they purport to own, free and clear of all Encumbrances. (c) Assuming they constitute valid and binding agreements of the Buyer (where applicable), the Bill of Sale and the deeds, endorsements, assignments a▇▇ ▇ther instruments to be executed and delivered by Seller to Buyer at Closing will be valid and binding obligations of Seller, enforceable in accordance with their respective terms, and will effectively vest in Buyer good, valid and marketable title to, and ownership of, all the Related Assets to the Acquired Assets be transferred to Buyer pursuant to and as contemplated by this Agreement, free and clear of all Encumbrances (except Permitted Encumbrances). (d) Assuming they constitute valid and binding agreements of the Buyer (where applicable), the share certificates of Company Common Stock, stock powers, endorsements, assignments and other instruments to be executed and delivered by Seller to Buyer at Closing will be valid and binding obligations of Seller, enforceable in accordance with their respective terms, and will effectively vest in Buyer good, valid and marketable title to, and ownership of, the shares of Company Common Stock to be transferred to Buyer pursuant to and as contemplated by this Agreement, free and clear of all Encumbrances (except Permitted Encumbrances). (e) None of the Seller (so far as it relates to the Related Assets), the Company or any Company Subsidiary is a party to any lease or agreement under which it is a lessee of any material personal property. Each Seller Lease is a valid agreement, duly authorized and entered into, without any default of the Seller, the Company or any Company Subsidiary thereunder and, to the knowledge of Seller, without any default thereunder of any other party thereto. To the knowledge of Seller, none of the Seller, the Company or any Company Subsidiary has received or given a written notice of default under the Seller Leases other than notices with respect to defaults which have either been cured or waived. (f) Schedule 5.10(f) lists all material real property leases to which the Permitted Encumbrances and those Encumbrances that are Seller (so far as it relates to be released at or prior to Closing. Except as set forth in Schedule 5.8(athe Related Assets), the Company or any Company Subsidiary is a party (the "Leased Real ----------- Property"). Schedule 5.10(f) lists all real property owned by the -------- Seller has not leased or otherwise granted (so far as it relates to any Person the right to use or occupy Related Assets), the Company and each Company Subsidiary (the "Owned Real Property"). The Owned Real ------------------- Property and the Leased Real Property, together with any and there are no all easements appurtenant to (i) such real property and (ii) the Transferred Pipelines and the natural gas pipelines owned by the Company and the Company Subsidiaries, in each case granted to the Seller (so far as they relate to the Related Assets), the Company or any Company Subsidiary, if any, include all of the material real property used or held for use in connection with the West Virginia Gas Distribution Business as now conducted. (g) None of the Seller, the Company or any Company Subsidiary has any outstanding options, rights of first offer options or rights of first refusal to purchase any Leased Real Property or any portion thereof or interest therein. (h) Each lease related to the Leased Real Property is valid, binding and enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception. No notice of any default has been given to the Seller, the Company or any Company Subsidiary under any such lease. (i) There are no material subleases or assignments of any kind to which the Seller, the Company or any Company Subsidiary is a party with respect to the Seller's, the Company's or applicable Company Subsidiary's interest in the Leased Real Property or Owned Real Property. (bj) Except for None of the Seller, the Company or the Company Subsidiaries has received any Excluded Assets and for written notice of, or has any assets being transferred by Seller pursuant knowledge of, any action, proceeding or litigation pending (and, to the Sister Purchase Agreement (for which Buyer may elect or need to acquire joint use arrangements with knowledge of the buyer thereunder)Seller, threatened) (i) the Owned Real Property and the Transferred Easements represent to take all of the material real property interests used or held for use by Seller in connection with the Transferred Business and necessary to conduct the Transferred Business in all material respects as conducted on the date of this Agreement and, except to the extent permitted by Section 7.1, as of the Effective Time, and (ii) the Acquired Assets include the material property, plant and equipment used by Seller in the VA Distribution Business in the Transferred Territory (other than as expressly contemplated hereby). (c) Except as set forth on Schedule 5.8(c), Seller has not received written notice from any Person within three years prior to the date of this Agreement asserting that Seller does not have the right, as a result of title defects or title failures, to use or occupy any portion of the Owned Real Property or lands covered by the Transferred Easements, other than those notices that would not individuallyLeased Real Property, or in the aggregateany interest therein, reasonably be expected to have a Material Adverse Effect. (d) The buildings on the Owned Real Property are in good operating condition relative to their age and use and have been maintained in accordance with Good Utility Practices. The Tangible Personal Property, Inventories and Distribution Facilities are in good operating condition relative to their age and use and have been maintained in accordance with Good Utility Practices. (e) No condemnation or by eminent domain proceeding against any part or similar proceeding; (ii) to modify the zoning of the Owned Real Property or the Transferred Easements is pending orLeased Real Property, or the use or development thereof; or (iii) otherwise relating to the Knowledge Owned Real Property or the Leased Real Property, or the interests of the Seller, threatenedthe Company or the Company Subsidiaries therein, other than such proceedings that which would not individuallybe reasonably likely to interfere with the use, or in the aggregateownership, reasonably be expected to have a Material Adverse Effect. (f) To the Knowledge of Sellerimprovement, (i) there are no public improvements that have been ordered to be made or that have not been previously assessed, and (ii) there are no special, general or other assessments pending, threatened against, or affecting any parts development and/or operation of the Owned Real Property or the Leased Real Property. (k) There are no contracts outstanding for the sale, exchange or transfer of any of the Transferred EasementsOwned Real Property or Leased Real Property, or any portion thereof. (gl) All The parcels constituting the Owned Real Property are assessed separately from all other adjacent property not constituting Owned Real Property for purposes of real property taxes assessed to, or paid by, the Seller, the Company or any Company Subsidiary. To the knowledge of the Inventories included as Acquired Assets consist Seller, each of a qualitythe parcels of the Owned Real Property and the Leased Real Property complies with all applicable subdivision, land parcelization and are not more than local governmental taxation or separate assessment requirements. (m) There has been no delivery of any written notice to the quantitySeller regarding any material repairs, reasonably expected to be usable in the ordinary course of businessalterations or other work on any Owned Real Property or Leased Real Property which have been required by any insurance company or any Governmental Entity.

Title and Related Matters. (a) Seller has good, valid and marketable title to the Acquired Assets free and clear of all Encumbrances other than the Permitted Encumbrances and those Encumbrances that are to be released at or prior to Closing. Except as set forth in Schedule 5.8(a)2.9(a) hereto, each Seller has not good and marketable title to all real and personal, tangible and intangible, property and other assets reflected in the Financial Statements or acquired after the Financial Statement Date, free and clear of all Liens, Claims and Orders except Permitted Liens. All properties used by the Sellers in the Business as of the Financial Statement Date are reflected in the Financial Statements in accordance with and to the extent required by GAAP, except as to those assets that are leased or otherwise granted and those assets set forth in Schedule 2.9(b) hereto that are to any Person be utilized in connection with the right to use or occupy performance of the Owned Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real PropertySellers’ obligations under the Management Services Agreement. (b) Except for All the leases that are part of the Acquired Assets are in full force and effect, and valid and enforceable in accordance with their respective terms. No Seller has received any Excluded Assets notice of any, and for there exists no event of default or event that constitutes or would constitute (with notice or lapse of time or both) a default by the Seller or any assets being transferred by Seller pursuant other Person under any lease. All rent and other amounts due and payable with respect to the Sister Purchase Agreement (for which Buyer may elect or need to acquire joint use arrangements with the buyer thereunder), (i) the Owned Real Property and the Transferred Easements represent all leases that are part of the material real property interests used or held for use by Seller in connection with the Transferred Business and necessary to conduct the Transferred Business in all material respects as conducted on Acquired Assets have been paid through the date of this Agreement and, except and all rent and other amounts due and payable with respect to the extent permitted by Section 7.1, as leases that are part of the Effective Time, and (ii) the Acquired Assets include that are due and payable on or prior to the material propertyClosing Date will have been paid prior to the Closing Date. No Seller has received written notice that the landlord with respect to any real property lease that is part of the Acquired Assets would refuse to renew such lease upon expiration of the period thereof upon substantially the same terms, plant and equipment used by Seller in the VA Distribution Business in the Transferred Territory (other than as expressly contemplated hereby)except for rent increases consistent with past experience or market rentals. (c) Except Schedule 2.9(c) hereto sets forth a complete and accurate summary of all leased assets that have annual rental payments in excess of $25,000 describing the expiration date of such lease, the name of the lessor, the annual rental payment and whether a consent is required from the lessor to consummate the transactions contemplated hereby. None of the Acquired Assets is or will be on the Closing Date subject to any (i) Contracts of sale or lease (except as disclosed in Schedule 2.9(c)), except Contracts for the sale of inventory in the ordinary and regular course of business or (ii) Liens, except for Permitted Liens and the Liens set forth on in Schedule 5.8(c), Seller has not received written notice from any Person within three years prior to the date of this Agreement asserting that Seller does not have the right, as a result of title defects or title failures, to use or occupy any portion of the Owned Real Property or lands covered by the Transferred Easements, other than those notices that would not individually, or in the aggregate, reasonably be expected to have a Material Adverse Effect2.9(d) hereto. (d) The buildings on There has not been since the Owned Real Property are in good operating condition relative to their age Financial Statement Date, and use and have been maintained in accordance with Good Utility Practices. The Tangible Personal Property, Inventories and Distribution Facilities are in good operating condition relative to their age and use and have been maintained in accordance with Good Utility Practices. (e) No condemnation or eminent domain proceeding against any part of the Owned Real Property or the Transferred Easements is pending or, will not be prior to the Knowledge of SellerClosing Date, threatenedany sale, other than such proceedings that would not individuallylease, or in the aggregate, reasonably be expected to have a Material Adverse Effect. (f) To the Knowledge any other disposition or dis­tribution by any Seller of Seller, (i) there are no public improvements that have been ordered to be made or that have not been previously assessed, and (ii) there are no special, general or other assessments pending, threatened against, or affecting any parts of the Owned Real Property or any of the Transferred Easements. (g) All of the Inventories included as Acquired Assets consist of a qualityAssets, and are not more than the quantitynow or hereafter owned by it, reasonably expected to be usable except transactions in the ordinary and regular course of businessbusiness or as otherwise consented to by the Purchaser. Immediately after the Closing, the Purchaser will own, or have the unrestricted right to use, all properties and assets that are used (or necessary) in connec­tion with the Business on the same economic basis as before the Closing, except as to those assets set forth in Schedule 2.9(b) hereto that shall be utilized in connection with the performance of the Sellers’ obligations under the Management Services Agreement.

Title and Related Matters. (a) Seller has good, valid and marketable title to the Acquired Assets free and clear of all Encumbrances other than the Permitted Encumbrances and those Encumbrances that are to be released at or prior to Closing. Except as set forth in Schedule 5.8(a)3.11(a) attached hereto, Seller the Purchaser has not good and marketable title to all real and personal, tangible and intangible, property and other assets reflected in the Financial Statements or acquired after the Financial Statement Date, free and clear of all Liens, except Permitted Liens. All properties used in the Purchaser's business operations for the periods covered by the Financial Statements are reflected in the Financial Statements, except as to those assets that are leased. Schedule 3.11 (b) attached hereto sets forth a complete and accurate summary of all leased or otherwise granted assets that have annual rental payments in excess of $12,000, describing the expiration date of such lease, the name of the lessor, the annual rental payment and whether a consent is required from the lessor to any Person consummate the right to use or occupy the Owned Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Propertytransactions contemplated hereby. (b) Except for All the Purchaser's leases are in full force and effect, and valid and enforceable in accordance with their respective terms. The Purchaser has not received any Excluded Assets notice of any, and for there exists no event of default or event which constitutes or would constitute (with notice or lapse of time or both) a default by the Purchaser or any assets being transferred by Seller pursuant other Person under any lease. All rent and other amounts due and payable with respect to the Sister Purchase Agreement (for which Buyer may elect or need to acquire joint use arrangements with the buyer thereunder), (i) the Owned Real Property and the Transferred Easements represent all of the material real property interests used or held for use by Seller in connection with the Transferred Business and necessary to conduct the Transferred Business in all material respects as conducted on Purchaser's leases have been paid through the date of this Agreement andand all rent and other amounts due and payable with respect to the Purchaser's leases that are due and payable on or prior to the Closing Date will have been paid prior to the Closing Date. All lessors under the Purchaser's real property leases have consented (where such consent is necessary) or prior to the Closing will have consented (where such consent is necessary) to the consummation of the transactions contemplated by this Agreement without requiring material modification in the rights or obligations thereunder. The Purchaser has received no written notice that the landlord with respect to any real property lease would refuse to renew such lease upon expiration of the period thereof upon substantially the same terms, except to the extent permitted by Section 7.1, as of the Effective Time, and (ii) the Acquired Assets include the material property, plant and equipment used by Seller in the VA Distribution Business in the Transferred Territory (other than as expressly contemplated hereby)for rent increases consistent with past experience or market rentals. (c) Except None of the assets belonging to the Purchaser is or will be on the Closing Date subject to any (i) Contracts of sale or lease except as set forth on in Schedule 5.8(c)3.11(c) attached hereto, Seller has not received written notice from any Person within three years prior to except Contracts for the date sale of this Agreement asserting that Seller does not have the right, as a result of title defects or title failures, to use or occupy any portion of the Owned Real Property or lands covered by the Transferred Easements, other than those notices that would not individually, or inventory in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) The buildings on the Owned Real Property are in good operating condition relative to their age ordinary and use and have been maintained in accordance with Good Utility Practices. The Tangible Personal Property, Inventories and Distribution Facilities are in good operating condition relative to their age and use and have been maintained in accordance with Good Utility Practices. (e) No condemnation regular course of business or eminent domain proceeding against any part of the Owned Real Property or the Transferred Easements is pending or, to the Knowledge of Seller, threatened, other than such proceedings that would not individually, or in the aggregate, reasonably be expected to have a Material Adverse Effect. (f) To the Knowledge of Seller, (i) there are no public improvements that have been ordered to be made or that have not been previously assessed, and (ii) there are no specialLiens, general or other assessments pending, threatened against, or affecting any parts of except for Permitted Liens and the Owned Real Property or any of the Transferred EasementsLiens set forth in Schedule 3.11(d) attached hereto. (g) All of the Inventories included as Acquired Assets consist of a quality, and are not more than the quantity, reasonably expected to be usable in the ordinary course of business.

Title and Related Matters. (a) Seller The Practice has good, valid good and marketable title to all of its properties and assets reflected on the Acquired Assets free and clear of all Encumbrances other than Balance Sheets or acquired after the Permitted Encumbrances and those Encumbrances that are to be released at or prior to Closing. Except as set forth in Schedule 5.8(a)dates thereof, Seller has not leased except for properties sold or otherwise granted to any Person disposed of since the right to use or occupy the Owned Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property. (b) Except for any Excluded Assets and for any assets being transferred by Seller pursuant to the Sister Purchase Agreement (for which Buyer may elect or need to acquire joint use arrangements with the buyer thereunder), (i) the Owned Real Property and the Transferred Easements represent all of the material real property interests used or held for use by Seller in connection with the Transferred Business and necessary to conduct the Transferred Business in all material respects as conducted on the date of this Agreement and, except to the extent permitted by Section 7.1, as of the Effective Time, and (ii) the Acquired Assets include the material property, plant and equipment used by Seller in the VA Distribution Business in the Transferred Territory (other than as expressly contemplated hereby). (c) Except as set forth on Schedule 5.8(c), Seller has not received written notice from any Person within three years prior to the date of this Agreement asserting that Seller does not have the right, as a result of title defects or title failures, to use or occupy any portion of the Owned Real Property or lands covered by the Transferred Easements, other than those notices that would not individually, or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) The buildings on the Owned Real Property are in good operating condition relative to their age and use and have been maintained in accordance with Good Utility Practices. The Tangible Personal Property, Inventories and Distribution Facilities are in good operating condition relative to their age and use and have been maintained in accordance with Good Utility Practices. (e) No condemnation or eminent domain proceeding against any part of the Owned Real Property or the Transferred Easements is pending or, to the Knowledge of Seller, threatened, other than such proceedings that would not individually, or in the aggregate, reasonably be expected to have a Material Adverse Effect. (f) To the Knowledge of Seller, (i) there are no public improvements that have been ordered to be made or that have not been previously assessed, and (ii) there are no special, general or other assessments pending, threatened against, or affecting any parts of the Owned Real Property or any of the Transferred Easements. (g) All of the Inventories included as Acquired Assets consist of a quality, and are not more than the quantity, reasonably expected to be usable dates thereof in the ordinary course of business, free and clear of all Liens, except (i) statutory Liens not yet delinquent, (ii) such Liens as do not detract from or interfere with the present use of the properties or assets subject thereto or affected thereby, otherwise impair present business operations at such properties; or do not detract from the value of such properties and assets, taken as a whole, or (iii) as reflected in the Balance Sheets. (b) The Practice owns good and marketable title to all the personal property and assets, tangible or intangible, used in its business except as to those assets leased, all of which are leased under valid leases. The Practice is not in default under any such lease and to the best knowledge of each of the Sellers, no other party is in default under any of such leases. None of the assets belonging to or held by the Practice are subject to any (i) Contracts of sale (other than this Agreement) or lease (with the Practice as lessor), or (ii) Liens. Except for normal breakdowns and servicing requirements, all machinery and equipment regularly used by the Practice in the conduct of its respective business is in good operating condition and repair, ordinary wear and tear excepted. (c) There has not been, since the Balance Sheet Date, any sale, lease, transfer, assignment, pledge or any other disposition or distribution by the Practice of any of its assets or properties, except transactions in the ordinary and regular course of business or as otherwise consented to in writing by AmeriPath. As of the Closing Date and immediately after the date of the Closing, the Practice will own, or have the unrestricted right to use, all properties and assets that are currently used in connection with the business of the Practice (the “Business”). (d) Schedule 2.15 attached hereto sets forth a description of all real and personal property owned or leased by the Practice.