Common use of Title of Properties Clause in Contracts

Title of Properties. Absence of Liens and Encumbrances: Condition of -------------------------------------------------------------------- Equipment --------- (a) The Company does not own any real property, nor has it ever owned any real property. Section 3.13(a) of the Company Disclosure Schedule sets forth a list of all real property currently leased by the Company, the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental payment payable under any such lease. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) . (b) The Company has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except as reflected in the Company Current Balance Sheet and except for Liens for Taxes not yet due and payable and such imperfections of title and encumbrances, if any, which are not material in character, amount or extent, and which do not materially detract from the value, or interfere with the present use, of the property subject thereto or affected thereby. (c) Section 3.13(c) of the Company Disclosure Schedule lists all material items or classes of items of equipment (the "Equipment") owned or --------- leased by the Company and such Equipment is (i) adequate for the conduct of the business of the Company as currently conducted and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear. (d) The Company has sole and exclusive ownership, free and clear of any Liens, of all customer lists, customer contact information, customer correspondence and customer licensing and purchasing histories relating to the Company's current and former customers (the "Customer Information"). No person -------------------- other than the Company possesses any claims or rights with respect to use of the Customer Information.

Title of Properties. Absence of Liens and Encumbrances: ; Condition of -------------------------------------------------------------------- Equipment Equipment. --------- (a) The Company does not own any real property, nor has it ever owned any owns no real property. Section 3.13(a2.10(a) of the Company Disclosure Schedule sets forth a true and complete list of all real property currently leased by the Company, the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, and the aggregate annual rental payment or other fee payable under any such lease. All such current leases are in full force and effectgood standing, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing material default or event of default (or event which with notice or lapse of time, or both, would constitute a default) material default and in respect of which the Company has not taken adequate steps to prevent such default from occurring), except where the lack of such good standing, validity and effectiveness or the existence of such default or event of default would not have a Material Adverse Effect on the Company. (b) The Company has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its material tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liensliens, charges, pledges, security interests or other encumbrances, except as reflected in Section 2.10(b) of the Company Current Balance Sheet Disclosure Schedule and except for Liens for Taxes not yet due and payable and such imperfections of title and encumbrances, if any, which are not material substantial in character, amount or extent, and which do not materially detract from the value, or interfere with the present use, of the property subject thereto or affected thereby. (c) Section 3.13(c2.10(c) of the Company Disclosure Schedule lists sets forth all material items or classes of items of equipment (the "Equipment") owned or --------- leased by the Company and such except equipment with an aggregate value of less than $50,000. The Equipment is is, taken as a whole, (i) adequate for the conduct of the business of the Company as currently conducted and consistent with its past practice, (ii) suitable for the uses to which it is currently employed, (iii) in good operating condition, normal wear and tear excepted, (iv) regularly and properly maintainedmaintained and (v) not obsolete, subject to normal wear and teardangerous or in need of renewal or replacement, except for renewal or replacement in the ordinary course of business. (d) The Company has sole and exclusive ownership, free and clear of any Liens, of all customer lists, customer contact information, customer correspondence and customer licensing and purchasing histories relating to the Company's current and former customers (the "Customer Information"). No person -------------------- other than the Company possesses any claims or rights with respect to use of the Customer Information.

Title of Properties. Absence of Liens and Encumbrances: ; Condition of -------------------------------------------------------------------- Equipment ---------Equipment. (a) The Company does not own any real property, nor has it ever owned any real property. Section 3.13(a2.14(a) of the Company Disclosure Schedule sets forth the real property owned by the Company. With respect to real property leased by or for the Company, Section 2.14(a) of the Disclosure Schedule also sets forth a list of all real property currently leased by the Companyleases, the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental payment payable under any such lease. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) ). (b) The Company has good and valid title to, or, in to all real property owned by the case of leased properties Company and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, tangible or intangible, used or held for use in its business, free and clear of any Liens, except those Liens listed and disclosed on Section 2.14(b) of the Disclosure Schedule and (i) as reflected in the Company Current Balance Sheet and except for Sheet, (ii) Liens for Taxes not yet due and payable payable, and (iii) such imperfections of title and encumbrances, if any, which are not material in character, amount or extent, and which do not materially detract from the value, value or interfere with the present use, use of the property subject thereto or affected thereby. (c) Section 3.13(c2.14(c) of the Company Disclosure Schedule lists all material items or classes of items of equipment (the "Equipment") owned or --------- leased by the Company and and, except as noted on the Disclosure Schedule, such Equipment is (i) adequate for the conduct of the business of the Company as currently conducted conducted, and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear. (d) The Company has sole and exclusive ownership, free and clear of any Liens, of all customer lists, customer contact information, customer correspondence and customer licensing and purchasing histories relating to the Company's its current and former customers (the "Customer Information"). No person -------------------- other than the Company possesses any claims or rights with respect to use of the Customer Information.

Title of Properties. Absence of Liens and Encumbrances: ; Condition of -------------------------------------------------------------------- Equipment ---------Equipment. (a) The Company does not own any real property, nor has it ever owned any real property. Section 3.13(a2.10(a) of the Company Disclosure Schedule Letter sets forth a list of all real property currently owned or leased by the Company, and in the case of leased property, the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental payment and/or other fees payable under any such lease. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) thereunder. (b) The Company has good and valid title to, to or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except as reflected in the Company Current Audited Special-Purpose Balance Sheet and except for Liens for Taxes not yet due and payable and such imperfections of title and encumbrances, if any, which are not material in character, amount or extent, and which do not materially detract from the value, or interfere with the present use, of the property subject thereto or affected thereby. (c) Section 3.13(c2.10(c) of the Company Disclosure Schedule lists Letter sets forth a list of all material items or classes of items of equipment (the "Equipment") owned or --------- leased by the Company and such Equipment is (i) is adequate for the conduct of the business of the Company as currently conducted conducted, and (ii) is in good operating condition, regularly and properly maintained, subject to normal wear and tear. (d) The Company has sole and exclusive ownership, free and clear of any Liens, of all customer lists, files and other customer contact information, customer correspondence and customer licensing and purchasing histories information relating to customers of the Company's current and former customers Company (the "Customer Information"). No person -------------------- other than the Company possesses any claims or rights with respect to use of the Customer Information.