Common use of Title and Related Matters Clause in Contracts

Title and Related Matters. (a) Owned Property. Set forth in Schedule 2.14(a) is a description of -------------- all real and personal property owned by the Company. The Company has valid and marketable title to all such property, free and clear of all Liens, except Permitted Liens and those liens shown on Schedule 2.14(a) hereto. All properties used in the Company's business operations as of December 31, 1995 are reflected in the Financial Statements in accordance with and to the extent required by GAAP and, as of the date hereof, are fully set forth on Schedule 2.14(a) hereto. The Porters have delivered, with respect to any real property owned by the Company, true and complete copies of all deeds, title policies, environmental assessments, surveys and other title documents relating to such real property. Further, the Company has valid, good and marketable title to each of its investments set forth on Schedule 2.4 hereto, free and clear of all Liens, except as set forth on Schedule 2.14(a) hereto. (b) Leased Property. Set forth in Schedule 2.14(b) is a description --------------- of all real and personal property leased or used by the Company. Except as otherwise set forth in Schedule 2.14(b), the Company's leases are in full force and effect and are valid and enforceable in accordance with their respective terms. 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 Company or any other Person under any such lease, and neither the Porters nor the Company have received notice of such default or event. All rent and other amounts due and payable with respect to each of the Company's leases have been paid through the date of this Agreement. Except as set forth in Schedule 2.14(b), neither the Porters nor the Company have received notice that the landlord with respect to any real property or personal property lease 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 market rentals. The Porters have delivered, with respect to any leased real or personal property, true and complete copies of all such leases.

Title and Related Matters. (a) Owned Property, Liens. Set forth in on Schedule 2.14(a) is a description of -------------- all real and personal property owned or used by the Company. The Company has valid and marketable title to all such property, free and clear of all Liens, except Permitted Liens and those liens shown on Schedule 2.14(a) heretoLiens. All properties used in the Company's ’s business operations as of December 31, 1995 2005 are reflected in the Financial Statements in accordance with and to the extent required by GAAP and, as of the date hereof, are fully set forth on Schedule 2.14(a) hereto. The Porters Sellers and the Company have delivered, with respect to any real property owned by the Company, true and complete copies of all deeds, title policies, environmental assessments, surveys surveys, and other title documents relating to such real property. Further, the Company has valid, good and marketable title to each of its investments set forth on Schedule 2.4 hereto, free and clear of all Liens, except as set forth on Schedule 2.14(a) hereto. (b) Leased Property. Set forth in on Schedule 2.14(b) is a description --------------- of all real and personal property leased or used by the Company. Except as otherwise set forth in on Schedule 2.14(b), the Company's ’s leases are in full force and effect and are valid and enforceable in accordance with their respective terms. 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 Company or any other Person under any such lease, and neither the Porters Sellers nor the Company have received notice of such default or event. All rent and other amounts due and payable with respect to each of the Company's ’s leases have been paid through the date of this Agreement. Except as set forth in on Schedule 2.14(b), neither the Porters Sellers nor the Company have received notice that the landlord with respect to any real property or personal property lease 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 current market rentalsrates. The Porters Sellers have delivereddelivered to the Purchaser, with respect to any leased real or personal property, true and complete copies of all such leasesleases and all amendments, supplements thereto or memoranda thereof. (c) Regulatory/Zoning Compliance. Except as set forth on Schedule 2.14(c), the real property owned or leased by the Company and the buildings, structures and improvements included within such real property (collectively, the “Improvements”) comply with all material applicable restrictions, building ordinances and zoning ordinances and all Regulations of the applicable health and fire departments. No alteration, repair, improvement or other work which could give rise to a Lien has been performed with respect to such Improvements within the last 180 days. The Company’s owned or leased 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 such real property, and the continued existence, use, occupancy and operation of such Improvements is not dependent on any special permit, exception, approval or variance. There is no pending or, to the Sellers’ or Company’s knowledge, threatened or proposed action or proceeding by any Authority to modify the zoning classification of, to condemn or take by the power of eminent domain (or to purchase in lieu thereof), to classify as a landmark, to impose special assessments on or otherwise to take or restrict in any way the right to use, develop or alter all or any part of the Company’s owned or leased real property.

Title and Related Matters. (a) Owned PropertyThe Corporation owns no real property. Set Except as set forth in Schedule 2.14(a2.13(a) is a description of -------------- all real and personal property owned by hereto, the Company. The Company Corporation has valid good and marketable title to all such property---------------- personal property and other assets reflected in the Financial Statements or acquired after the Financial Statement Date, free and clear of all Liens or Contracts of sale or lease other than Permitted Liens, except Permitted Liens and those liens shown on Schedule 2.14(a) hereto. All properties used in the CompanyCorporation's business operations as of December 31, 1995 the Financial Statement Date are reflected in the Financial Statements and are reflected therein in accordance with and to the extent required by GAAP and, as of the date hereof, are fully set forth on Schedule 2.14(a) hereto. The Porters have delivered, with respect to any real property owned by the Company, true and complete copies of all deeds, title policies, environmental assessments, surveys and other title documents relating to such real property. Further, the Company has valid, good and marketable title to each of its investments set forth on Schedule 2.4 hereto, free and clear of all LiensGAAP, except as set forth on to those assets which are leased. Schedule 2.14(a) hereto.2.13 (b) Leased Property. Set hereto sets forth in Schedule 2.14(b) is a description --------------- complete and accurate list of all real and personal property ---------------- such leased or used by assets which have annual rental payments in excess of $10,000 (including the Company. Except as otherwise set forth in Schedule 2.14(b)expiration date of such lease, the Companyname of the lessor, the annual rental payment and whether a consent is required from the lessor to consummate the transactions contemplated hereby). (i) All of the Corporation's leases are in full force and effect effect, and are valid and enforceable in accordance with their respective terms. There The Corporation has not received any notice of any, and 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 Company Corporation or any other Person under any such lease, and neither the Porters nor the Company have received notice of such default or event. lease . (ii) All rent and other amounts due and payable with respect to each of the CompanyCorporation's leases have been paid through the date of this Agreement. Except as set forth . (iii) All lessors under the Corporation's real property leases have consented (where such consent is necessary) to the consummation of the transactions contemplated by this Agreement without requiring material modification in Schedule 2.14(b), neither the Porters nor the Company have rights or obligations thereunder. (iv) The Corporation has received no written notice that the landlord with respect to any real property or personal property lease 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 market rentals. The Porters have delivered, with respect to any leased real or personal property, true and complete copies of all such leases.

Title and Related Matters. (a) Owned Propertyi. OWNED PROPERTY, LIENS. Set forth in on Schedule 2.14(a) is a description of -------------- all real and personal property owned or used by the Company. The Company has valid and marketable title to all such property, free and clear of all Liens, except Permitted Liens and those liens shown on Schedule 2.14(a) heretoLiens. All properties used in the Company's business operations as of December July 31, 1995 1999 are reflected in the Unaudited Financial Statements in accordance with and to the extent required by GAAP and, as of the date hereof, are fully set forth on Schedule 2.14(a) hereto. The Porters Sellers and the Company have delivered, with respect to any real property owned by the Company, true and complete copies of all deeds, title policies, environmental assessments, surveys surveys, and other title documents relating to such real property. Further, the Company has valid, good and marketable title to each of its investments set forth on Schedule 2.4 hereto, free and clear of all Liens, except as set forth on Schedule 2.14(a) hereto. (b) Leased Propertyii. LEASED PROPERTY. Set forth in on Schedule 2.14(b) is a description --------------- of all real and personal property leased or used by the Company. Except as otherwise set forth in on Schedule 2.14(b), the Company's leases are in full force and effect and are valid and enforceable in accordance with their respective terms. 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 Company or any other Person under any such lease, and neither the Porters Sellers nor the Company have received notice of such default or event. All rent and other amounts due and payable with respect to each of the Company's leases have been paid through the date of this Agreement. Except as set forth in on Schedule 2.14(b), neither the Porters Sellers nor the Company have received notice that the landlord with respect to any real property or personal property lease 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 current market rentalsrates. The Porters Sellers have delivereddelivered to the Purchaser, with respect to any leased real or personal property, true and complete copies of all such leasesleases and all amendments, supplements thereto or memoranda thereof.

Title and Related Matters. (a) Owned Property, Liens. Set forth in on Schedule 2.14(a) is a description of -------------- all real and personal property owned or used by the Company. The Company has valid and marketable title to all such property, free and clear of all Liens, except Permitted Liens and those liens shown on Schedule 2.14(a) heretoLiens. All properties used in the Company's business operations as of December 31, 1995 2000 are reflected in the Financial Statements in accordance with and to the extent required by GAAP and, as of the date hereof, are fully set forth on Schedule 2.14(a) hereto. The Porters Sellers and the Company have delivered, with respect to any real property owned by the Company, true and complete copies of all deeds, title policies, environmental assessments, surveys surveys, and other title documents relating to such real property. Further, the Company has valid, good and marketable title to each of its investments set forth on Schedule 2.4 hereto, free and clear of all Liens, except as set forth on Schedule 2.14(a) hereto. (b) Leased Property. Set forth in on Schedule 2.14(b) is a description --------------- of all real and personal property leased or used by the Company. Except as otherwise set forth in on Schedule 2.14(b), the Company's leases are in full force and effect and are valid and enforceable in accordance with their respective terms. 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 Company or any other Person under any such lease, and neither the Porters Sellers nor the Company have received notice of such default or event. All rent and other amounts due and payable with respect to each of the Company's leases have been paid through the date of this Agreement. Except as set forth in on Schedule 2.14(b), neither the Porters Sellers nor the Company have received notice that the landlord with respect to any real property or personal property lease 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 current market rentalsrates. The Porters Sellers have delivereddelivered to the Purchaser, with respect to any leased real or personal property, true and complete copies of all such leasesleases and all amendments, supplements thereto or memoranda thereof. (c) Regulatory/Zoning Compliance. Except as set forth on Schedule 2.14(c), the real property owned or leased by the Company and the buildings, structures and improvements included within such real property (collectively, the "IMPROVEMENTS") comply with all material applicable restrictions, building ordinances and zoning ordinances and all Regulations of the applicable health and fire departments. No alteration, repair, improvement or other work which could give rise to a Lien has been performed with respect to such Improvements within the last four (4) months. The Company's owned or leased 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 such real property, and the continued existence, use, occupancy and operation of such Improvements is not dependent on any special permit, exception, approval or variance. There is no pending or, to the Sellers' knowledge or the knowledge of the Company's officers, directors, managers and bookkeeper, threatened or proposed action or proceeding by any Authority to modify the zoning classification of, to condemn or take by the power of eminent domain (or to purchase in lieu thereof), to classify as a landmark, to impose special assessments on or otherwise to take or restrict in any way the right to use, develop or alter all or any part of the Company's owned or leased real property.

Title and Related Matters. (a) Owned Property. Set Except as set forth in Schedule SCHEDULE 2.14(a) is a description of -------------- hereto, the Corporation has good and valid title to all its real and personal property owned by and other assets reflected in the Company. The Company has valid and marketable title to all such propertyFinancial Statements or acquired after the Financial Statement Date, free and clear of all Liens, except Permitted Liens and those liens shown on Schedule 2.14(a) heretoLiens. All properties used in the CompanyCorporation's business operations as of December 31, 1995 the Financial Statement Date are reflected in the Financial Statements and are reflected therein in accordance with and to the extent required by GAAP and, as of the date hereof, are fully set forth on Schedule 2.14(a) hereto. The Porters have delivered, with respect to any real property owned by the Company, true and complete copies of all deeds, title policies, environmental assessments, surveys and other title documents relating to such real property. Further, the Company has valid, good and marketable title to each of its investments set forth on Schedule 2.4 hereto, free and clear of all LiensGAAP, except as set to those assets which are leased and except as otherwise noted in SCHEDULE 2.9(a). SCHEDULE 2.14(b) hereto sets forth on Schedule 2.14(a) heretoa complete and accurate list of all such leased assets which have annual rental payments in excess of $6,000 (including the expiration date of such lease, the name of the lessor, the annual or monthly rental payment and whether a consent is required from the lessor to consummate the transactions contemplated hereby). (bi) Leased Property. Set forth in Schedule 2.14(b) is a description --------------- of all real and personal property leased or used by All the Company. Except as otherwise set forth in Schedule 2.14(b), the CompanyCorporation's leases are in full force and effect effect, and are valid and enforceable in all material respects in accordance with their respective terms. There The Corporation has not received any notice of any, and 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 Company Corporation or any other Person under any such lease, and neither the Porters nor the Company have received notice of such default or event. . (ii) All rent and other amounts due and payable with respect to each of the CompanyCorporation's leases have been paid through the date of this Agreement. Except as set forth in Schedule 2.14(b), neither Agreement and all rent and other amounts due and payable with respect to the Porters nor Corporation's leases which are due and payable on or prior to the Company Closing Date will have been paid on or prior to the Closing Date. (iii) The Corporation has received no written notice that the landlord with respect to any currently existing real property or personal property lease 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 market rentals. The Porters have delivered, with respect . (b) None of the assets owned by the Corporation is or will be on the Closing Date subject to any leased real (i) Contracts of sale or personal propertylease (except as disclosed in SCHEDULE 2.14(b)), true except Contracts for the sale of inventory in the ordinary and complete copies regular course of business or (ii) Liens, except for Permitted Liens and the Liens set forth in SCHEDULE 2.14(c) hereto. (c) Except as set forth on SCHEDULES 2.11 or 2.14(c), there has not been since the Financial Statement Date and will not be prior to the Closing Date, any sale, lease, dividend or any other disposition or distribution by the Corporation of any of its assets or properties, now or hereafter owned by it, except transactions in the ordinary and regular course of business or as otherwise previously consented to in writing by the Purchaser; provided that transactions in the ordinary and regular course of business shall not be deemed to include any dividends or other distributions in respect of a Corporation's capital stock. Immediately after the Closing, the Corporation will continue to have the right to use all such leasesof its properties and assets as they are currently used in connection with the Corporation's business.

Title and Related Matters. (a) Owned Property. Set Except as set forth in Schedule 2.14(a2.1l( a) is a description of -------------- all real and personal property owned by attached hereto, the Company. The Company Corporation has valid good and marketable title to all such propertyreal 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 and those liens shown on Schedule 2.14(a) heretoLiens. All properties used in the CompanyCorporation's business operations as of December 31, 1995 for the periods covered by the Financial Statements are reflected in the Financial Statements in accordance with and to the extent required by GAAP and, as of the date hereof, are fully set forth on Schedule 2.14(a) hereto. The Porters have delivered, with respect to any real property owned by the Company, true and complete copies of all deeds, title policies, environmental assessments, surveys and other title documents relating to such real property. Further, the Company has valid, good and marketable title to each of its investments set forth on Schedule 2.4 hereto, free and clear of all LiensStatements, except as set to those assets that are leased. Schedule 2.11(b) attached hereto sets forth on Schedule 2.14(a) heretoa complete and accurate summary of all leased 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 consummate the transactions contemplated hereby. (b) Leased Property. Set forth in Schedule 2.14(b) is a description --------------- of all real and personal property leased or used by All the Company. Except as otherwise set forth in Schedule 2.14(b), the CompanyCorporation's leases are in full force and effect effect, and are valid and enforceable in accordance with their respective terms. There The Corporation has not received any notice of any, and 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 Company Corporation or any other Person under any such lease, and neither the Porters nor the Company have received notice of such default or event. All rent and other amounts due and payable with respect to each of the CompanyCorporation's leases have been paid through the date of this AgreementAgreement and 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. Except as set forth 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 Schedule 2.14(b), neither the Porters nor the Company have rights or obligations thereunder. The Corporation has received no written notice that the landlord with respect to any real property or personal property lease 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 market rentals. The Porters have delivered, with respect . (c) None of the assets belonging to the Corporation is or will be on the Closing Date subject to any leased real (i) Contracts of sale or personal propertylease except as set forth in Schedule 2.11(c) attached hereto, true except Contracts for the sale of inventory in the ordinary and complete copies regular course of business or (ii) Liens, except for Permitted Liens and the Liens set forth in Schedule 2.11 (c) attached hereto. (d) 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 the Corporation of any of its assets or properties, now or hereafter owned by it, except transactions in the ordinary and regular course of business or as otherwise consented to by the Purchaser. Immediately after the Closing, the Purchaser will own, or have the unrestricted right to use, all such leasesproperties 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. (a) Owned Property. Set Except as set forth in Schedule SCHEDULE 2.14(a) is a description of -------------- all real and personal property owned by the Company. The Company hereto, Corporation has valid good and marketable title to all such propertyof the properties and assets reflected in the Financial Statements or acquired after the date thereof and for properties sold or otherwise disposed of since the date thereof in the ordinary course of business), free and clear of all Liens, except Permitted (i) statutory Liens and those liens shown on Schedule 2.14(anot yet delinquent, (ii) hereto. All such imperfections or irregularities of title, Liens, easements, charges or encumbrances as do not detract from or interfere with the present use of the properties used in the Company's 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 of December 31a whole, 1995 are (iii) as reflected in the Financial Statements in accordance with or the notes thereto. (b) The Corporation owns, and to will on the extent required by GAAP andClosing Date, as of the date hereof, are fully set forth on Schedule 2.14(a) hereto. The Porters have delivered, with respect to any real property owned by the Company, true and complete copies of all deeds, title policies, environmental assessments, surveys and other title documents relating to such real property. Further, the Company has valid, own good and marketable title to each of its investments set forth on Schedule 2.4 heretoall the personal property and assets, free and clear of all Lienstangible or intangible, used in their respective businesses except as to those assets leased as set forth on Schedule 2.14(a) hereto. (b) Leased Property. Set forth in Schedule 2.14(b) is a description --------------- hereto, all of all real and personal property leased or used by the Company. Except as otherwise set forth in Schedule 2.14(b), the Company's which leases are in full force good standing and effect and are valid and enforceable no party is in accordance with their respective terms. 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 Company or any other Person under any such lease, and neither the Porters nor the Company have received notice of such default or event. All rent and other amounts due and payable with respect to each of the Company's leases have been paid through the date of this Agreementthereunder. Except as set forth in Schedule 2.14(b)) hereto, neither none of the Porters nor assets belonging to or held by the Company have received notice that Corporation is or will be on the landlord with respect Closing date subject to any real property (i) Contracts of sale or personal property lease would refuse lease, or (ii) Liens. (c) There has not been since the Financial Statement date and will not be prior to renew such lease upon expiration the Closing Date, any sale, lease, or any other disposition or distribution by the Corporation of any of its assets or properties and any other assets now or hereafter owned by it, except transactions in the ordinary and regular course of business or as otherwise 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 currently used in connection with the businesses of the period thereof upon substantially the same terms, except for rent increases consistent with past experience or market rentals. The Porters have delivered, with respect to any leased real or personal property, true and complete copies of all such leasesCorporation.

Title and Related Matters. (a) Owned PropertyThe Corporation owns no real property. Set Except as set forth in on Schedule 2.14(a2.14 (a) is a description of -------------- all real hereto, and personal property owned by except for liens on the Company. The Company Corporation's assets ---------------- securing the CoreStates Leasing Agreement, which are also listed on Schedule -------- 2.14 (a) the Corporation has valid good and marketable title to all such propertypersonal 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 and those liens shown on Schedule 2.14(a) heretoLiens. All properties used in the CompanyCorporation's business operations as of December 31, 1995 the Financial Statement Date are reflected in the Financial Statements in accordance with and to the extent required by GAAP and, as of the date hereof, are fully set forth on Schedule 2.14(a) hereto. The Porters have delivered, with respect to any real property owned by the Company, true and complete copies of all deeds, title policies, environmental assessments, surveys and other title documents relating to such real property. Further, the Company has valid, good and marketable title to each of its investments set forth on Schedule 2.4 hereto, free and clear of all Liens, except as set forth on Schedule 2.14(a) heretoGAAP. (b) Leased Property. Set forth in Schedule 2.14(b) is hereto sets forth a description --------------- complete and accurate list ---------------- of all real and personal property such leased or used by assets which have annual rental payments in excess of $10,000 (including the Company. Except as otherwise set forth in Schedule 2.14(b)expiration date of such lease, the Companyname of the lessor, the annual rental payment and whether a consent is required from the lessor to consummate the transactions contemplated hereby). (i) All of the Corporation's leases are in full force and effect effect, and are valid and enforceable in accordance with their respective terms. There The Corporation has not received any notice of any, and 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 Company or any other Person Corporation under any such lease, and neither the Porters nor the Company have received notice of such default or event. . (ii) All rent and other amounts due and payable with respect to each of the CompanyCorporation's leases have been paid through the date of this Agreement. Except as set forth in Schedule 2.14(b), neither Agreement and all rent and other amounts due and payable with respect to the Porters nor Corporation's leases which are due and payable on or prior to the Company Closing Date will have been paid prior to the Closing Date. (iii) The Corporation has received no written notice that the landlord with respect to any real property or personal property lease 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 market rentals. (c) There has not been since the Financial Statement Date any sale, lease, or any other disposition or distribution by the Corporation of any of its assets or properties, now or hereafter owned by it, except transactions in the ordinary and regular course of business or as otherwise consented to by the Purchaser. The Porters After the Closing, the Purchaser will own, or have deliveredthe unrestricted right to use all properties and assets that are currently used in connection with the Corporation's business, with respect except as otherwise provided herein or except for any consents of third parties to any leased real or personal propertythe assignment of their contracts, true the receipt of which is waived by the Purchaser prior to Closing, and complete copies such properties and assets represent all of all such leasesthe properties and assets that are necessary to the operation of the Corporation's business as currently conducted.

Title and Related Matters. (a) Owned Property. Set Except as set forth in Schedule 2.14(aSCHEDULE 2.12(a) is a description of -------------- all real and personal property owned by hereto, the Company. The Company has valid good and marketable title to all such propertymaterial real and personal property and other assets reflected in the Financial Statements or acquired after the date of the Current Balance Sheet, free and clear of all Liens, except Permitted Liens and those liens shown on Schedule 2.14(a. Except as set forth in SCHEDULE 2.12(a) hereto. All , all properties used in the Company's business operations as of December 31, 1995 the date of the Current Balance Sheet are reflected in the Financial Statements and are reflected therein in accordance with and to the extent required by GAAP andGAAP, except as of to the date hereof, are fully set forth on Schedule 2.14(a) hereto. The Porters have delivered, with respect to any real property owned by the Company, true and complete copies of all deeds, title policies, environmental assessments, surveys and other title documents relating to such real property. Further, that the Company has valid, good and marketable title to each of its investments set forth on Schedule 2.4 hereto, free and clear of all Liens, except leases as set forth on Schedule 2.14(aSCHEDULE 2.9. SCHEDULE 2.12(a) heretohereto sets forth a complete and accurate list of all such leased assets which have annual rental payments in excess of $5,000 (including 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). Upon the consummation of the transactions contemplated hereby, LTC shall have acquired (i) all of the Company's business entities which conduct business in (or related to) the wireless communication products and services business which own all of the real, personal and intangible property used by the Company in the wireless communication products and services business. (b) Leased Property. Set forth None of the assets belonging to the Company is subject to any Contracts of sale or lease, except Contracts for the sale of inventory in Schedule 2.14(bthe ordinary and regular course of business. (c) is a description --------------- There has not been since the date of all real the Current Balance Sheet and personal property leased will not be prior to the Closing Date, any sale, lease, or used any other disposition or distribution by the Company. Except Company of any of its assets or properties, now or hereafter owned by it, except (i) transactions in the ordinary and regular course of business or (ii) as otherwise set forth in Schedule 2.14(bconsented to by LTC, including the transfer of that certain real property designated on SCHEDULE 2.12 (the "CONDOMINIUM"), which is owned by the Company on the date hereof and will be transferred at or prior to Closing to Barr▇ ▇▇▇▇▇▇ ▇▇▇ cash consideration to the Company in an aggregate amount not less than $70,000 (with any and all applicable transfer taxes and fees (excluding the cost of one appraisal) paid by Barr▇ ▇▇▇▇▇▇) (▇he "PRE CLOSING ASSET TRANSFER"). After the Closing, LTC will own, or have the unrestricted right to use all properties and assets that are currently used in connection with the Company's leases are business. The properties used in full force and effect and are valid and enforceable in accordance with their respective terms. 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 Company or any other Person under any such lease, and neither the Porters nor the Company have received notice of such default or event. All rent and other amounts due and payable with respect to each of the Company's leases have been paid through business are suitable for the date of this Agreement. Except as set forth purposes for which intended and in Schedule 2.14(b), neither the Porters nor the Company have received notice that the landlord good operating condition and repair consistent with respect to any real property or personal property lease would refuse to renew such lease upon expiration of the period thereof upon substantially the same termsnormal industry standards, except for rent increases ordinary wear and tear, and except for such assets which shall have been taken out of service on a temporary basis for repairs or replacement consistent with past experience or market rentals. The Porters have delivered, with respect to any leased real or personal property, true the Company's prior practices and complete copies of all such leasesnormal industry standards.

Title and Related Matters. (ai) Owned Property. Set Except as set forth in Schedule 2.14(a3.1(o) is a description hereto, the Company has and as of -------------- the Closing Date will have good and marketable title to all real and personal property owned by and other assets reflected in the Company. The Company has valid and marketable title to all such propertyFinancial Statements or acquired after the Financial Statement Date, free and clear of all Liens, except Permitted Liens and those liens shown on Schedule 2.14(a) heretoLiens. All properties used in the Company's business operations as of December 31, 1995 the Financial Statement Date are reflected in the Financial Statements and are reflected therein in accordance with and to the extent required by GAAP and, as of the date hereof, are fully set forth on Schedule 2.14(a) hereto. The Porters have delivered, with respect to any real property owned by the Company, true and complete copies of all deeds, title policies, environmental assessments, surveys and other title documents relating to such real property. Further, the Company has valid, good and marketable title to each of its investments set forth on Schedule 2.4 hereto, free and clear of all LiensGAAP, except as set forth on Schedule 2.14(a) heretoto those assets which are leased. 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 the Company of any of its assets or properties, now or hereafter owned by it, except transactions in the ordinary and regular course of business or as otherwise 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 currently used in connection with the Company's business. (b1) Leased Property. Set forth in Schedule 2.14(b) is a description --------------- of all real and personal property leased or used by the Company. Except as otherwise set forth in Schedule 2.14(b), All the Company's leases are in full force and effect effect, and are valid and enforceable in accordance with their respective terms. There The Company has not received any notice of any, and to the best knowledge of the Company 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 Company or any other Person person under any such lease, and neither the Porters nor the Company have received notice of such default or event. . (2) All rent and other amounts due and payable with respect to each of the Company's leases have been paid through the date of this Agreement. Except as set forth Agreement and all rent and other amounts due and payable with respect to the Company's leases which are due and payable on or prior to the Closing Date will have been paid prior to the Closing Date. (3) All lessors under the Company's real property leases have consented (where such consent is necessary) or prior to Closing will have consented (where such consent is necessary) to the consummation of the transactions contemplated by this Agreement without requiring material modification in Schedule 2.14(b), neither the Porters nor the rights or obligations thereunder. (4) The Company have has received no written notice that the landlord with respect to any real property or personal property lease 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 market rentals. (ii) Except as set forth in Schedule 3.1(o) hereto, the buildings, structures and improvements included within the real property owned by the Company (collectively, the "Improvements") comply in all material respects with all applicable restrictions, building ordinances and zoning ordinances and all regulations, and no material alteration, repair, improvement or other work which could give rise to a Lien has been performed in respect to such Improvements within the last 120 days. The Porters Improvements and the mechanical 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 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. The real property owned by the Company 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 real property (other than possible set back violations, none of which will have delivereda material adverse effect on the Company's real property or its continued use, with respect occupancy and operation 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. There is no pending, and to the best knowledge of the Company, there is no threatened or proposed proceeding or governmental action to modify the zoning classification of, or to take by the power of eminent domain (or to purchase in lieu thereof), or to classify as a landmark, or to impose special assessments on, or otherwise to take or restrict in any way the right to use, develop or alter, all or any part of the Company's real property which would have a material adverse effect. There are no encroachments upon any of the Company's real property, and no portion of any Improvement owned by the Company, encroaches upon any property not included within the Company's real property or upon the area of any easement affecting the Company's real property. Each Improvement has direct access, adequate for the operation of the business of the Company, in the ordinary course, to a public street adjoining the Company's real property on which such Improvement is situated, and no existing way of access to any leased real Improvement crosses or personal property, true and complete copies of all such leasesencroaches upon any property or property interest not owned by the Company.

Title and Related Matters. (a) Owned Property, Liens. Set forth in on Schedule 2.14(a) is a description of -------------- all real and personal property owned or used by the Company. The Company has valid and marketable title to all such property, free and clear of all Liens, except Permitted Liens and those liens shown on Schedule 2.14(a) heretoLiens. All properties used in the Company's business operations as of December July 31, 1995 1999 are reflected in the Unaudited Financial Statements in accordance with and to the extent required by GAAP and, as of the date hereof, are fully set forth on Schedule 2.14(a) hereto. The Porters Sellers and the Company have delivered, with respect to any real property owned by the Company, true and complete copies of all deeds, title policies, environmental assessments, surveys surveys, and other title documents relating to such real property. Further, the Company has valid, good and marketable title to each of its investments set forth on Schedule 2.4 hereto, free and clear of all Liens, except as set forth on Schedule 2.14(a) hereto. (b) Leased Property. Set forth in on Schedule 2.14(b) is a description --------------- of all real and personal property leased or used by the Company. Except as otherwise set forth in on Schedule 2.14(b), the Company's leases are in full force and effect and are valid and enforceable in accordance with their respective terms. 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 Company or any other Person under any such lease, and neither the Porters Sellers nor the Company have received notice of such default or event. All rent and other amounts due and payable with respect to each of the Company's leases have been paid through the date of this Agreement. Except as set forth in on Schedule 2.14(b), neither the Porters Sellers nor the Company have received notice that the landlord with respect to any real property or personal property lease 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 current market rentalsrates. The Porters Sellers have delivereddelivered to the Purchaser, with respect to any leased real or personal property, true and complete copies of all such leasesleases and all amendments, supplements thereto or memoranda thereof. (c) Regulatory/Zoning Compliance. Except as set forth on Schedule 2.14(c), the real property owned or leased by the Company and the buildings, structures and improvements included within such real property (collectively, the "IMPROVEMENTS") comply with all material applicable restrictions, building 10 ordinances and zoning ordinances and all Regulations of the applicable health and fire departments. No alteration, repair, improvement or other work which could give rise to a Lien has been performed with respect to such Improvements within the last one hundred twenty-nine (129) days. The Company's owned or leased 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 such real property, and the continued existence, use, occupancy and operation of such Improvements is not dependent on any special permit, exception, approval or variance. There is no pending or, to the Sellers' or Company's knowledge, threatened or proposed action or proceeding by any Authority to modify the zoning classification of, to condemn or take by the power of eminent domain (or to purchase in lieu thereof), to classify as a landmark, to impose special assessments on or otherwise to take or restrict in any way the right to use, develop or alter all or any part of the Company's owned or leased real property.

Title and Related Matters. (a) Owned Property. Set forth in Schedule 2.14(a) is a description of -------------- The Corporation has good and marketable title to all real and personal property owned by and other assets reflected in the Company. The Company has valid and marketable title to all such propertyFinancial Statements or acquired after the Financial Statement Date, free and clear of all Liens, except Permitted Liens and those the liens shown on Schedule 2.14(a) hereto. of ▇▇▇▇▇ Fargo Business Credit Corp. All properties used in the CompanyCorporation's business operations as of December 31, 1995 the Financial Statement Date are reflected in the Financial Statements and are reflected therein in accordance with and to the extent required by GAAP and, as of the date hereof, are fully set forth on Schedule 2.14(a) hereto. The Porters have delivered, with respect to any real property owned by the Company, true and complete copies of all deeds, title policies, environmental assessments, surveys and other title documents relating to such real property. Further, the Company has valid, good and marketable title to each of its investments set forth on Schedule 2.4 hereto, free and clear of all LiensGAAP, except as set forth on Schedule 2.14(a) heretoto those assets that are leased. The Corporation does not have any leased assets that have annual rental payments in excess of $5,000 (including 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). (bi) Leased Property. Set forth in Schedule 2.14(b) is a description --------------- of all real and personal property leased or used by All the Company. Except as otherwise set forth in Schedule 2.14(b), the CompanyCorporation's leases are in full force and effect effect, and are valid and enforceable in accordance with their respective terms. There The Corporation has not received any notice of any, and 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 Company Corporation or any other Person under any such lease, and neither the Porters nor the Company have received notice of such default or event. . (ii) All rent and other amounts due and payable with respect to each of the CompanyCorporation's leases have been paid or accrued through the date of this Agreement. Except as set forth Agreement and 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 or accrued prior to the Closing Date. (iii) All lessors under the Corporation's real property leases have consented (where such consent is necessary) or prior to Closing will have consented (where such consent is necessary) to the consummation of the transactions contemplated by this Agreement without requiring material modification in Schedule 2.14(b), neither the Porters nor the Company have rights or obligations thereunder. (iv) The Corporation has received no written notice that the landlord with respect to any real property or personal property lease 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 market rentals. The Porters have delivered. (b) 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 Contracts for the sale of inventory in the ordinary and regular course of business or (ii) Liens, except for Permitted Liens, and the liens of ▇▇▇▇▇ Fargo Business Credit Corp. Except as set forth in Schedule 2.13(b) ---------------- hereto, the Corporation has not received any written notice regarding non- compliance or potential non-compliance of the buildings, structures and improvements included within the Corporation's leasehold property (collectively, the "Improvements") with applicable restrictions, building ------------ ordinances and zoning ordinances and all Regulations, 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 last 120 days. To the Knowledge of the Corporation, there is no pending, threatened or proposed proceeding or governmental action to modify the zoning classification of, or to take by the power of eminent domain (or to purchase in lieu thereof), or to impose special assessments on, or otherwise to take or restrict in any leased real way the right to use, develop or personal propertyalter, true all or any part of the Corporation's leasehold property which would have a Material Adverse Effect. (c) There has not been since the Financial Statement Date and complete copies will not be prior to the Closing Date, any sale, lease, or any other disposition or distribution by the Corporation of any of its assets or properties, now or hereafter owned by it, except transactions in the ordinary and regular course of business or as otherwise consented to by Purchaser. After the Closing, Purchaser will own, or have the unrestricted right to use all such leasesproperties and assets that are currently used in connection with the Corporation's business.

Title and Related Matters. (a) Owned PropertyOWNED PROPERTY, LIENS. Set forth in on Schedule 2.14(a) is a description of -------------- all real and personal property owned or used by the Company. The Company has valid and marketable title to all such property, free and clear of all Liens, except Permitted Liens and those liens shown on Schedule 2.14(a) heretoLiens. All properties used in the Company's business operations as of December 31, 1995 1999 are reflected in the Financial Statements in accordance with and to the extent required by GAAP and, as of the date hereof, are fully set forth on Schedule 2.14(a) hereto. The Porters Seller and the Company have delivered, with respect to any real property owned by the Company, true and complete copies of all deeds, title policies, environmental assessments, surveys surveys, and other title documents relating to such real property. Further, the Company has valid, good and marketable title to each of its investments set forth on Schedule 2.4 hereto, free and clear of all Liens, except as set forth on Schedule 2.14(a) hereto. (b) Leased PropertyLEASED PROPERTY. Set forth in on Schedule 2.14(b) is a description --------------- of all real and personal property leased or used by the Company. Except as otherwise set forth in on Schedule 2.14(b), the Company's leases are in full force and effect and are valid and enforceable in accordance with their respective terms. 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 Company or any other Person under any such lease, and neither the Porters Seller nor the Company have received notice of such default or event. All rent and other amounts due and payable with respect to each of the Company's leases have been paid through the date of this Agreement. Except as set forth in on Schedule 2.14(b), neither the Porters Seller nor the Company have received notice that the landlord with respect to any real property or personal property lease 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 current market rentalsrates. The Porters have deliveredSeller has delivered to the Purchaser, with respect to any leased real or personal property, true and complete copies of all such leasesleases and all amendments, supplements thereto or memoranda thereof.

Title and Related Matters. (a) Owned Property. Set Except as set forth in Schedule 2.14(a2.12(a) is a description of -------------- all real and personal property owned by hereto, the Company. The Company has valid Corporations have good and marketable title to all such propertyreal 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 Liens. Schedule 2.12(b) hereto sets forth a complete and those liens shown on Schedule 2.14(a) hereto. All properties used accurate summary of all leased assets that have annual rental payments in excess of $25,000, describing the Company's business operations as expiration date of December 31such lease, 1995 are reflected in the Financial Statements in accordance with and to the extent required by GAAP and, as name of the date hereof, are fully set forth on Schedule 2.14(a) hereto. The Porters have delivered, with respect to any real property owned by the Company, true and complete copies of all deeds, title policies, environmental assessments, surveys and other title documents relating to such real property. Furtherlessor, the Company has valid, good annual rental payment and marketable title whether a consent is required from the lessor to each of its investments set forth on Schedule 2.4 hereto, free and clear of all Liens, except as set forth on Schedule 2.14(a) heretoconsummate the transactions contemplated hereby. (b) Leased Property. Set forth in Schedule 2.14(b) is a description --------------- of all real All the Corporations’ material leases and personal property leased or used by the Company. Except as otherwise set forth in Schedule 2.14(b), the Company's leases licenses are in full force and effect effect, and are valid and enforceable in accordance with their respective terms. There To the Knowledge of the Corporations, the Corporations have not received any written notice of any, and 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 Company Corporations or any other Person under any such lease, and neither the Porters nor the Company have received notice of such default material lease or eventlicense. All rent and other amounts due and payable with respect to each of the Company's Corporations’ material leases or licenses have been paid through the date of this AgreementAgreement and all rent and other amounts due and payable with respect to the Corporations’ material leases or licenses that are due and payable on or prior to the Closing Date will have been paid prior to the Closing Date. Except as set forth in Schedule 2.14(b), neither the Porters nor the Company The Corporations have received no written notice that the landlord or licensor with respect to any real property material lease or personal property lease license would refuse to renew such lease or license upon expiration of the period thereof upon substantially the same terms, except for rent increases consistent with past experience or market rentals. The Porters have delivered, with respect . (c) None of the material assets belonging to the Corporations is or will be on the Closing Date subject to any leased real (i) Contracts of sale or personal propertylease except as set forth in Schedule 2.12(c), true except Contracts for the sale of inventory in the ordinary and complete copies regular course of business or (ii) Liens, except for Permitted Liens and the Liens set forth in Schedule 2.12(d) hereto. Immediately after the Closing, the Corporations will own, or have the unrestricted right to use, all such leasesproperties and assets that are used (or necessary) in connection with the Corporations’ business on the same economic basis as before the Closing.

Title and Related Matters. (a) Owned Property. Set Except as set forth in Schedule 2.14(aSCHEDULE 2.14(A) is a description of -------------- hereto, the Corporation has good and valid title to all its real and personal property owned by and other assets reflected in the Company. The Company has valid and marketable title to all such propertyFinancial Statements or acquired after the Financial Statement Date, free and clear of all Liens, except Permitted Liens and those liens shown on Schedule 2.14(a) heretoLiens. All properties used in the CompanyCorporation's business operations as of December 31, 1995 the Financial Statement Date are reflected in the Financial Statements and are reflected therein in accordance with and to the extent required by GAAP and, as of the date hereof, are fully set forth on Schedule 2.14(a) hereto. The Porters have delivered, with respect to any real property owned by the Company, true and complete copies of all deeds, title policies, environmental assessments, surveys and other title documents relating to such real property. Further, the Company has valid, good and marketable title to each of its investments set forth on Schedule 2.4 hereto, free and clear of all LiensGAAP, except as set to those assets which are leased and except as otherwise noted in SCHEDULE 2.9(A). SCHEDULE 2.14(B) hereto sets forth on Schedule 2.14(a) heretoa complete and accurate list of all such leased assets which have annual rental payments in excess of $6,000 (including the expiration date of such lease, the name of the lessor, the annual or monthly rental payment and whether a consent is required from the lessor to consummate the transactions contemplated hereby). (bi) Leased Property. Set forth in Schedule 2.14(b) is a description --------------- of all real and personal property leased or used by All the Company. Except as otherwise set forth in Schedule 2.14(b), the CompanyCorporation's leases are in full force and effect effect, and are valid and enforceable in all material respects in accordance with their respective terms. There The Corporation has not received any notice of any, and 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 Company Corporation or any other Person under any such lease, and neither the Porters nor the Company have received notice of such default or event. . (ii) All rent and other amounts due and payable with respect to each of the CompanyCorporation's leases have been paid through the date of this Agreement. Except as set forth in Schedule 2.14(b), neither Agreement and all rent and other amounts due and payable with respect to the Porters nor Corporation's leases which are due and payable on or prior to the Company Closing Date will have been paid on or prior to the Closing Date. (iii) The Corporation has received no written notice that the landlord with respect to any currently existing real property or personal property lease 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 market rentals. The Porters have delivered, with respect . (b) None of the assets owned by the Corporation is or will be on the Closing Date subject to any leased real (i) Contracts of sale or personal propertylease (except as disclosed in SCHEDULE 2.14(B)), true except Contracts for the sale of inventory in the ordinary and complete copies regular course of business or (ii) Liens, except for Permitted Liens and the Liens set forth in SCHEDULE 2.14(C) hereto. (c) Except as set forth on SCHEDULES 2.11 or 2.14(C), there has not been since the Financial Statement Date and will not be prior to the Closing Date, any sale, lease, dividend or any other disposition or distribution by the Corporation of any of its assets or properties, now or hereafter owned by it, except transactions in the ordinary and regular course of business or as otherwise previously consented to in writing by the Purchaser; provided that transactions in the ordinary and regular course of business shall not be deemed to include any dividends or other distributions in respect of a Corporation's capital stock. Immediately after the Closing, the Corporation will continue to have the right to use all such leasesof its properties and assets as they are currently used in connection with the Corporation's business.

Title and Related Matters. (a) Owned PropertyOWNED PROPERTY, LIENS. Set forth in on Schedule 2.14(a) is a description of -------------- all real and personal property owned by the Company. The Company has valid and marketable title to all such property, free and clear of all Liens, except Permitted Liens and those liens shown on Schedule 2.14(a) heretoLiens. All properties owned by the Company and used in the Company's business operations as of December 31, 1995 1999 are reflected in the Unaudited Financial Statements in accordance with and to the extent required by GAAP andGAAP, as of the date hereof, are fully except as set forth on Schedule 2.14(a) hereto. The Porters Sellers and the Company have delivered, with respect to any real property owned by the Company, true and complete copies of all deeds, title policies, environmental assessments, surveys surveys, and other title documents relating to such real property. Further, the Company has valid, good and marketable title to each of its investments set forth on Schedule 2.4 hereto, free and clear of all Liens, except as set forth on Schedule 2.14(a) hereto. (b) Leased PropertyLEASED PROPERTY. Set forth in on Schedule 2.14(b) is a description --------------- of all real and personal property leased or used by the Company. Except as otherwise set forth in on Schedule 2.14(b), the Company's leases are in full force and effect and are valid and enforceable in accordance with their respective terms. 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 Company or any other Person under any such lease, and neither the Porters Sellers nor the Company have received notice of such default or event. All rent and other amounts due and payable with respect to each of the Company's leases have been paid through the date of this Agreement. Except as set forth in on Schedule 2.14(b), neither the Porters Sellers nor the Company have received notice that the landlord with respect to any real property or personal property lease 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 current market rentalsrates. The Porters Sellers have delivereddelivered to the Purchaser, with respect to any leased real or personal property, true and complete copies of all such leasesleases and all amendments, supplements thereto or memoranda thereof.