Common use of Title and Related Matters Clause in Contracts

Title and Related Matters. The Company has good and marketable title to all of its properties, inventory, interest in properties, and assets, real and personal, which are reflected in the most recent Company balance sheet or acquired after that date (except properties, inventory, interest in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the Company Schedules or ▇▇▇▇▇ filings. Except as set forth in the Company Schedules or ▇▇▇▇▇ filings, the Company owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with the Company's business. Except as set forth in the Company Schedules or ▇▇▇▇▇ filings, no third party has any right to, and the Company has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, proprietary techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of the Company or any material portion of its properties, assets, or rights.

Title and Related Matters. The Company has good and marketable title to all of its properties, including intellectual property and rights to distribute and re-distribute., inventory, interest in properties, and assets, real and personal, which are reflected in the most recent Company balance sheet or acquired after that date (except properties, inventory, interest in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the Company Schedules or ▇▇▇▇▇ filingsSchedules. Except as set forth in the Company Schedules or ▇▇▇▇▇ filingsSchedules, the Company owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with the Company's business. Except as set forth in the Company Schedules or ▇▇▇▇▇ filingsSchedules, no third party has any right to, and the Company has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, proprietary techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of the Company or any material portion of its properties, assets, or rights.

Title and Related Matters. The Company Except as set forth in the CTI schedules, CTI has good and marketable title to all of its properties, inventory, interest interests in properties, and assets, real and personal, which are reflected in the most recent Company CTI balance sheet or acquired after that date (except properties, inventory, interest interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the Company Schedules or ▇▇▇▇▇ filingsCTI Schedules. Except as set forth in the Company Schedules or ▇▇▇▇▇ filingsCTI Schedules, the Company owns, CTI owns free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with the CompanyCTI's business. Except as set forth in the Company Schedules or ▇▇▇▇▇ filingsCTI Schedules, no third party has any right to, and the Company CTI has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, proprietary techniques, trademarks, service marks, trade names, or copyrights which, individually singly or in the aggregate, if the subject of an unfavorable decision, ruling ruling, or finding, would have a materially adverse effect affect on the business, operations, financial condition, income, or business prospects of the Company CTI or any material portion of its properties, assets, or rights.

Title and Related Matters. The Company Peregrine has good and marketable title to all of its properties, inventory, interest interests in properties, and assets, real and personal, which are reflected in the most recent Company Peregrine balance sheet or acquired after that date (except properties, inventory, interest interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), ) free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the Company Schedules or ▇▇▇▇▇ filingsPeregrine Schedules. Except as set forth in the Company Schedules or ▇▇▇▇▇ filingsPeregrine Schedules, the Company Peregrine owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with the Company's Peregrine' business. Except as set forth in the Company Schedules or ▇▇▇▇▇ filingsPeregrine Schedules, no third party has any right to, and the Company Peregrine has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, proprietary propriety techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of the Company Peregrine or any material portion of its properties, assets, or rights.

Title and Related Matters. The Company American has good and marketable title to all of its properties, inventory, interest interests in properties, and assets, real and personal, which are will be reflected in the most recent Company American balance sheet or acquired after that date (except properties, inventory, interest interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) as such assets may be affected by laws of the Republic of China; (b) statutory liens or claims not yet delinquent; (bc) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the Company Schedules or ▇▇▇▇▇ filingsAmerican Schedules. Except as set forth in the Company Schedules or ▇▇▇▇▇ filingsAmerican Schedules, the Company American owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with the CompanyAmerican's business. Except as set forth in the Company Schedules or ▇▇▇▇▇ filingsAmerican Schedules, no third party has any right to, and the Company American has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, proprietary techniques, trademarks, service marks, trade namestradenames, or copyrights which, individually singly or in the aggregate, if the subject of an unfavorable decision, ruling ruling, or finding, would have a materially adverse effect affect on the business, operations, financial condition, income, or business prospects of the Company American or any material portion of its properties, assets, or rights.

Title and Related Matters. The Company PTC-Nevada has good and marketable ------------------------- title to all of its properties, inventory, interest interests in properties, and assets, real and personal, which are reflected in the most recent Company audited balance sheet or acquired after that date (except properties, inventory, interest interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the Company Schedules or ▇▇▇▇▇ filingsSchedule 1.08. Except as set forth in the Company Schedules or ▇▇▇▇▇ filingsSchedule 1.08, the Company PTC-Nevada owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with the CompanyPTC-Nevada's business. Except as set forth in the Company Schedules or ▇▇▇▇▇ filingsSchedule 1.08, no third party has any right to, and the Company PTC-Nevada has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, proprietary techniques, trademarks, service marks, trade namestradenames, or copyrights which, individually singly or in the aggregate, if the subject of an unfavorable decision, ruling ruling, or finding, would have a materially adverse effect affect on the business, operations, financial condition, income, or business prospects of the Company PTC-Nevada or any material portion of its properties, assets, or rights.

Title and Related Matters. The Company PTC-Texas has good and marketable ------------------------- title to all of its properties, inventory, interest interests in properties, and assets, real and personal, which are reflected in the most recent Company balance sheet or acquired after that date (except properties, inventory, interest interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the Company Schedules or ▇▇▇▇▇ filingsSchedule 3.08. Except as set forth in the Company Schedules or ▇▇▇▇▇ filingsSchedule 3.08, the Company PTC-Texas owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with the CompanyPTC-Texas's business. Except as set forth in the Company Schedules or ▇▇▇▇▇ filingsSchedule 3.08, no third party has any right to, and the Company PTC-Texas has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, proprietary techniques, trademarks, service marks, trade namestradenames, or copyrights which, individually singly or in the aggregate, if the subject of an unfavorable decision, ruling ruling, or finding, would have a materially adverse effect affect on the business, operations, financial condition, income, or business prospects of the Company PTC-Texas or any material portion of its properties, assets, or rights.

Title and Related Matters. The Company Skreem has good and marketable title to all of its properties, inventory, interest interests in properties, and assets, real and personal, which are reflected in the most recent Company Skreem balance sheet or acquired after that date (except properties, inventory, interest interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), ) free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the Company Schedules or ▇▇▇▇▇ filingsSkreem Schedules. Except as set forth in the Company Schedules or ▇▇▇▇▇ filingsSkreem Schedules, the Company Skreem owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with the Company's Skreem' business. Except as set forth in the Company Schedules or ▇▇▇▇▇ filingsSkreem Schedules, no third party has any right to, and the Company Skreem has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, proprietary propriety techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of the Company Skreem or any material portion of its properties, assets, or rights.

Title and Related Matters. The Company iExalt has good and marketable title to all of its properties, inventory, interest interests in properties, and assets, real and personal, which are reflected in the most recent Company iExalt balance sheet or acquired after that date (except properties, inventory, interest interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the Company Schedules or ▇▇▇▇▇ filingsiExalt Schedules. Except as set forth in the Company Schedules or ▇▇▇▇▇ filingsiExalt Schedules, the Company iExalt owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with the CompanyiExalt's business. Except as set forth in the Company Schedules or ▇▇▇▇▇ filingsiExalt Schedules, no third party has any right to, and the Company iExalt has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, proprietary techniques, trademarks, service marks, trade namestradenames, or copyrights which, individually singly or in the aggregate, if the subject of an unfavorable decision, ruling ruling, or finding, would have a materially adverse effect affect on the business, operations, financial condition, income, or business prospects of the Company iExalt or any material portion of its properties, assets, or rights.

Title and Related Matters. The Company CORP represents that LLC has good and marketable title to all of its properties, inventory, interest in properties, and assets, real and personal, which are reflected in the most recent Company LLC balance sheet (attached as Exhibit A hereto) or acquired after that date (except properties, inventory, interest in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the Company Schedules or ▇▇▇▇▇ filingsCORP Schedules. Except as set forth in the Company Schedules or ▇▇▇▇▇ filingsLLC Schedules, the Company LLC owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with the Company's LLC'S business. Except as set forth in the Company Schedules or ▇▇▇▇▇ filingsLLC Schedules, no third party has any right to, and the Company LLC has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, proprietary propriety techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of the Company LLC or any material portion of its properties, assets, or rights. CORP and LLC also represent that thgere are no other liabilities of LLC other than those shown on the attached balance sheet and further indemnifies IACH as to these liabilities.

Title and Related Matters. The Company Asconi has good and marketable title to all of its properties, inventory, interest interests in properties, and assets, real and personal, which are reflected in the most recent Company Asconi balance sheet or acquired after that date (except properties, inventory, interest interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), ) free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the Company Schedules or ▇▇▇▇▇ filingsAsconi Schedules. Except as set forth in the Company Schedules or ▇▇▇▇▇ filingsAsconi Schedules, the Company Asconi owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with the CompanyAsconi's business. Except as set forth in the Company Schedules or ▇▇▇▇▇ filingsAsconi Schedules, no third party has any right to, and the Company Asconi has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, proprietary propriety techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of the Company Asconi or any material portion of its properties, assets, or rights.

Title and Related Matters. The Company Intermost has good and marketable title to all of its properties, inventory, interest interests in properties, and assets, real and personal, which are reflected in the most recent Company Intermost balance sheet or acquired after that date (except properties, inventory, interest interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), ) free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and or (c) as described in the Company Schedules or ▇▇▇▇▇ filingsIntermost Schedules. Except as set forth in the Company Schedules or ▇▇▇▇▇ filingsIntermost Schedules, the Company Intermost owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with the CompanyIntermost's business. Except as set forth in the Company Intermost Schedules or ▇▇▇▇▇ filings, no third party has any right to, and the Company Intermost has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, proprietary propriety techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of the Company Intermost or any material portion of its properties, assets, or rights.

Title and Related Matters. The Company Except as set forth on schedule1.08, REF has good and marketable title to all of its properties, inventory, interest interests in properties, and assets, real and personal, which are reflected in the most recent Company REF balance sheet or acquired after that date (except properties, inventory, interest interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the Company Schedules or ▇▇▇▇▇ filingsREF Schedules. Except as set forth in the Company Schedules or ▇▇▇▇▇ filingsREF Schedules, the Company REF owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with the CompanyREF's business. Except as set forth in the Company Schedules or ▇▇▇▇▇ filingsREF Schedules, no third party has any right to, and the Company REF has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, proprietary techniques, trademarks, service marks, trade names, or copyrights which, individually singly or in the aggregate, if the subject of an unfavorable decision, ruling ruling, or finding, would have a materially adverse effect affect on the business, operations, financial condition, income, or business prospects of the Company REF or any material portion of its properties, assets, or rights.