Common use of Title of Properties Clause in Contracts

Title of Properties. The Company has good, marketable and insurable title to all the material properties and assets it owns or purports to own in the operation of its business. The Company has good, marketable and insurable leasehold interests in or other rights to use all the material properties and assets it uses or purports to use in the operation of its business. None of such properties and assets is subject to any mortgage, pledge, lien, charge, security interest, encumbrance, restriction, lease, license, easement, liability or adverse claim of any nature whatsoever except as listed on Schedule 5(g)(iii). All the properties and assets which are in use by the Company are in good operating condition and repair, are suitable for the purposes used, are adequate and sufficient for their current operations. 8 (n) Schedules. Attached hereto are disclosure schedules to this Credit Agreement. Such disclosure schedules, listed below, are accurate and true as of the date hereof: (i) Schedule 5(n)(i). All real property owned by the Company or in which the Company has a leasehold or other interest or which is used by the Company together with a description of each related lease, sublease, license, or other instrument. (ii) Schedule 5(n)(ii). All machinery, tools, equipment, motor vehicles, rolling stock, depreciable assets and other tangible personal property owned, leased or used by the Company, except for individual items having a book value of not more than $1,000 in the aggregate. (iii) Schedule 5(n)(iii). All material patents, patent applications patent licenses, trademarks, trademark registrations, and applications therefor, service marks, service names, trade names, copyrights and copyright registrations, and applications therefor, owned or held by the Company or used in the operation of its businesses. (iv) Schedule 5(n)(iv). All fire, theft, casualty, liability and other insurance policies insuring the Company. (v) Schedule 5(n)(v). All material sales agency or distributorship agreements or franchises or other material agreements providing for the services of an independent contractor to which the Company is a party. (vi) Schedule 5(n)(vi). All material contracts, agreements, commitments or licenses relating to patents, trademarks, trade names, copyrights, inventions, processes, know how, formula or trade secrets to which the Company is a party. (vii) Schedule 5(n)(vii). All loan agreements, indentures and mortgages; all pledges, conditional sale or title retention agreements, security agreements, equipment obligations, guaranties and leases or lease purchase agreements covering any material assets to which the Company is a party. (viii) Schedule 5(n)(viii). All contracts, agreements and commitments in respect of the issuance, sale or transfer of the capital stock, bonds or other securities of the Company or pursuant to which the Company has acquired any substantial portion of its business or assets. (ix) Schedule 5(n)(ix). All collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus 9 plans, deferred compensation agreements employee pension plans or retirement plans, employee stock options or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to which the Company is a party or bound or which relate to the operation of its business. (x) Schedule 5(n)(x). All other material contracts, agreements, commit- ments or arrangements not described in the foregoing subparagraphs (i) through (ix) of this Section 5(n) to which the Company is a party and to which are not substantially performed by any party thereto, excluding (A) purchase and sales orders and commitments made in the ordinary course of business and consistent with its prior practice (B) contracts entered into in the ordinary course of business and consistent with its prior practice and involving payments or receipts by the Company of less than $1,000 in the case of any single contract but not more than $10,000 in the aggregate, and (C) contracts entered into in the ordinary course of business which are terminable by the Company on less than 30 days' notice without any penalty or consideration. (xi) Schedule 5(n)(xi). The names and current annual salary rates of all persons who either receive a salary from the Company or act as independent commission agents whose annual compensation (direct or indirect) from the Company is currently at the rate of more than $100,000 per year. (xii) Schedule 5(n)(xii). The names of all directors and officers of the Company, the name of each bank in which the Company has an account or safe deposit box and the names of all persons authorized to draw thereon or who have access thereto. (xiii) All of the contracts and agreements given to Lender for inspection and copying pursuant to this Section 5 (other than those which have been substantially performed) are valid and binding, enforceable by the Company in accordance with their respective terms in full force and effect and, except as otherwise specified by the Company or otherwise provided herein will be unaffected by the sale of the Stock to the Lender hereunder. True and complete copies of all such contracts, agreements, leases, licenses, policies, indentures, mortgages and other documents described in this Section 5 (together with any and all material amendments thereto) have been made available to the Lender for inspection and copying.