Common use of Title to and Condition of Properties Clause in Contracts

Title to and Condition of Properties. (a) Schedule 5.10A contains an accurate and complete list of all real property related to the operation of the Business in which the Operating Company or Stellar Propane has any interest, including an accurate description of each property and the interests therein. Schedule 5.10B contains an accurate and complete list of all leases and subleases of real and mixed property related to the operation of the Business under which the Operating Company or Stellar Propane is a lessor or lessee (accurate and complete copies of which have previously been delivered to Buyer). The Operating Company or Stellar Propane, as applicable, has marketable fee simple title to all of the owned real properties described on Schedule 5.10A, and good title to all of the leasehold estates created by the leases and subleases described on Schedule 5.10B (such real properties and leasehold estates are collectively referred to as the “Real Property”), all free and clear of Liens, easements, restrictions and reservations except for Permitted Liens. As to leasehold estates under the leases and subleases of Real Property, the Operating Company or Stellar Propane, as applicable, has quiet and peaceable possession of each of the leased properties. All leases and subleases of Real Property in which the Operating Company or Stellar Propane are a lessor or sublessor are in full force and effect, there is no default or event of default thereunder and the rent thereunder has not been prepaid for more than a one-month period. (b) Schedule 5.10C contains a list of all Capital Leases of the Operating Company and Stellar Propane. Each such Capital Lease relates to the Business. (c) The Operating Company or Stellar Propane, as the case may be, have good and indefeasible title or valid lease rights to all of the assets necessary for the conduct of the Business, as currently conducted, or reflected in the balance sheets contained in the SEC Reports (except for those assets relating solely to the Excluded Subsidiaries) or the 2004 Financials, and all assets associated with the Business purported to have been acquired by the Operating Company or Stellar Propane after the date of such balance sheets, except for such assets that were disposed of in the ordinary course of business and consistent with past practice, and all of such assets are in the Operating Company’s or Stellar Propane’s, as the case may be, possession and control. (d) On the Closing Date, all of the assets necessary for the conduct of the Business, as currently conducted will be owned or leased by the Operating Company or Stellar Propane, as the case may be, free and clear of all Liens, other than Permitted Liens. (e) The accounts receivable of the Operating Company and Stellar Propane as shown on their respective books and records have arisen in the ordinary course of business and consistent with past practice and are recorded as accounts receivable on the books of the Sellers in accordance with GAAP. (f) Except with respect to the Retained Propane Assets, none of the Excluded Subsidiaries is currently engaging in the Business and none of the Excluded Subsidiaries own, lease or have any other rights with respect to any of the assets associated with the Business.

Title to and Condition of Properties. (a) Schedule 5.10A contains an accurate and complete list of all real property related to the operation of the Business in which the Operating Company or Stellar Propane has any interest, including an accurate description of each property and the interests therein. Schedule 5.10B contains an accurate and complete list of all leases and subleases of real and mixed property related to the operation of the Business under which the Operating Company or Stellar Propane is a lessor or lessee (accurate and complete copies of which have previously been delivered to Buyer). The Operating Company or Stellar Propane, as applicable, has marketable fee simple title to all of the owned real properties described on Schedule 5.10ASeller owns, and has good and indefeasible title to all to, each parcel of the leasehold estates created by the leases and subleases described on Schedule 5.10B (such real properties and leasehold estates are collectively referred to as the “Real Property”), all free and clear of any Liens, easements, restrictions other than Permitted Liens and reservations except for Permitted LiensLiens and imperfections of title that would not have a Material Adverse Effect. As to leasehold estates under the leases and subleases of Real Property, the Operating Company or Stellar Propane, as applicable, has quiet and peaceable possession of each of the leased properties. All leases and subleases No parcel of Real Property in which is subject to any decree of any Governmental Entity nor is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the Operating Company knowledge of the Seller, has any such condemnation, expropriation or Stellar Propane are a lessor or sublessor are in full force and effect, there is no default or event of default thereunder and the rent thereunder has not taking been prepaid for more than a one-month periodproposed. (b) Schedule 5.10C contains a list of all Capital Leases The Seller is the lessee or has succeeded to the rights of the Operating Company and Stellar Propane. Each such Capital Lease relates to the Business. (c) The Operating Company or Stellar Propane, as the case may be, have good and indefeasible title or valid lease rights to lessee under all of the assets necessary for Leasehold Interests and owns the conduct of the Business, as currently conducted, or reflected in the balance sheets contained in the SEC Reports (except for those assets relating solely to the Excluded Subsidiaries) or the 2004 Financials, and all assets associated with the Business purported to have been acquired by the Operating Company or Stellar Propane after the date of such balance sheets, except for such assets that were disposed of in the ordinary course of business and consistent with past practice, and all of such assets are in the Operating Company’s or Stellar Propane’s, as the case may be, possession and control. (d) On the Closing Date, all of the assets necessary for the conduct of the Business, as currently conducted will be owned or leased by the Operating Company or Stellar Propane, as the case may be, Leasehold Interests free and clear of all Liens, other than except for Permitted Liens. The Seller either owns the improvements and fixtures located on each Leasehold Interest or validly occupies and uses such improvements and fixtures in accordance with the terms of the Leasehold Interest, in each case free and clear of Liens, except for Permitted Liens. A true and complete copy or written description of the lease governing each Leasehold Interest, as amended to date and including any letter agreements relating thereto, has been furnished by the Seller to the Buyer. (c) All Equipment (excluding Equipment that did not have a cost basis of $25,000 or more at their respective dates of acquisition by the Seller) is set forth in SECTION 1.1(A)(I) of the Disclosure Schedule. The Seller has good and marketable title to all Equipment free and clear of all Liens. (d) All Inventories at September 30, 1996 are set forth in SECTION 1.1(A)(II) of the Disclosure Schedule. The Seller has good and marketable title to all Inventories free and clear of all Liens. (e) The accounts receivable Accounts Receivable are owned by the Seller free and clear of the Operating Company and Stellar Propane as shown on their respective books and records have arisen in the ordinary course of business and consistent with past practice and are recorded as accounts receivable on the books of the Sellers in accordance with GAAPall Liens. (f) Except The Seller owns or possesses licenses or other rights to use all rights to all Proprietary Rights necessary for the conduct of the Business as currently conducted. On the Closing Date, the Seller and Weatherford will transfer or cause to be transferred all Proprietary ▇▇▇▇▇▇ ▇▇▇▇ssary for the conduct of the Business as currently conducted. Set forth in SECTION 2.4(F) of the Disclosure Schedule is a complete and accurate list of all patents, trademarks and licenses the Seller owns or possesses or otherwise has rights to use and all patents, trademarks and licenses pertaining to the Business that the Seller owns or possesses or otherwise has rights to use. No licenses, sublicenses, covenants or agreements have been granted or entered into by the Seller in respect of the items listed in SECTION 2.4(F) of the Disclosure Schedule except as noted thereon. The Seller has not received any notice of infringement, misappropriation or conflict from any other Person with respect to such Proprietary Rights and, to the Retained Propane AssetsSeller's knowledge, none the conduct of the Excluded Subsidiaries is currently engaging Business has not infringed, misappropriated or otherwise conflicted with any Proprietary Rights of any such Person. All of the Proprietary Rights that are owned by the Seller are owned free and clear of all Liens and all such Proprietary Rights will be transferred to the Buyer free and clear of all Liens. All Proprietary Rights that are licensed by the Seller from third parties are licensed pursuant to valid and existing license agreements and such interests are not subject to any Liens other than those under the applicable license agreements. The consummation of the transactions contemplated by this Agreement will not result in the Business loss of any Proprietary Rights and none will not conflict with, constitute a breach, violation or termination of, any agreement or understanding, whether written or otherwise, relating to any Proprietary Rights necessary for the conduct of the Excluded Subsidiaries own, lease or have any other rights with respect to any of the assets associated with the BusinessBusiness as currently conducted.

Title to and Condition of Properties. (a) Schedule 5.10A 2.1A hereto contains an accurate a true, correct and complete list of ------------- all real property related to the operation of the Business in which the Operating Company or Stellar Propane SELLER has any interest, including an accurate and legally sufficient description of each thereof and separately identifies all real property and the interests thereinSELLER has ever had an interest in. Schedule 5.10B 2.1B hereto contains an accurate a true, correct and complete list of all leases ------------- and subleases of real and mixed property related to the operation of the Business under which the Operating Company or Stellar Propane SELLER is a lessor or lessee (true, accurate and complete copies of which have previously been delivered to BuyerBUYER). The Operating Company or Stellar PropaneSELLER has good, as applicable, has marketable and indefeasible fee simple title to all of its real properties, including but not limited to the owned real properties in which it has an interest as described on Schedule 5.10A2.1A hereto, and good good, marketable and indefeasible title ------------- to all of the leasehold estates created by the leases and subleases described on Schedule 5.10B 2.1B hereto (such real properties and leasehold estates are collectively ------------- referred to herein as the “"Real Property”"), all free and clear of Liens, easements, restrictions and reservations except only for those matters set forth on Schedule 6.10A hereto (such matters hereinafter referred to as "Permitted Liens-------------- Encumbrances"). As Without limiting the generality of the foregoing, as to leasehold estates under the leases and subleases of Real Property, the Operating Company or Stellar Propane, as applicable, SELLER has quiet and peaceable possession of each of the leased properties. All leases and subleases of Real Property in which the Operating Company or Stellar Propane are SELLER is a lessor or sublessor are in full force and effect, there is no default or event of default thereunder and the rent thereunder has not been prepaid for more than a one-month period. SELLER has and upon the transfer to BUYER as contemplated herein the BUYER has complete rights of ingress and egress to all of its real properties and to all its leasehold estates. (b) Schedule 5.10C contains a A true, correct and complete list of all Capital Leases propane tanks and cylinders which are owned or serviced by SELLER and all other personal property included in the Assets having a fair market or book value per unit in excess of Two Hundred Fifty Dollars ($250) is included on Schedule 2.1C and a true, ------------- correct and complete list of all leases of personal property included in the Operating Company Assets under which SELLER is a lessee or lessor involving any propane tank or cylinder or any other personal property having a fair market or book value per unit in excess of Two Hundred Fifty Dollars ($250) is included on Schedule 2.1D (true, accurate and Stellar Propanecomplete copies of which have ------------- previously been delivered to BUYER). Each such Capital Lease relates All propane tanks used in the Business which have a capacity of at least one hundred twenty (120) gallons are under contract to customers or are physically located on the Business. (c) The Operating Company or Stellar Propane, as the case may be, have plant lot of one of SELLER's retail locations. SELLER has good and indefeasible title or valid lease rights to (i) all of the assets necessary for the conduct personal property set forth on Schedule 2.1C and indicated as being owned by ------------- it, (ii) all of the Business, as currently conducted, or Assets reflected in the balance sheets contained in the SEC Reports (except for those assets relating solely to the Excluded Subsidiaries) or the 2004 Financialsfinancial statements of SELLER, and (iii) all assets associated with the Business Assets purported to have been acquired by the Operating Company or Stellar Propane SELLER after the date of such balance sheets, except for such assets that were disposed of in the ordinary course of business and consistent with past practice, and all of such assets are in the Operating Company’s or Stellar Propane’s, as the case may be, possession and control. (d) On the Closing Date, all of the assets necessary for the conduct of the Business, as currently conducted will be owned or leased by the Operating Company or Stellar Propane, as the case may befinal statements, free and clear of all Liens, other than Permitted Liensexcept for such Assets disposed of in the usual and ordinary course of business consistent with past practices, and all of such Assets are in SELLER's possession and control. (c) The conduct of the Business of SELLER in the ordinary course is not dependent upon the right to use the property of others, except under valid and binding agreements identified on Schedule 6.10B hereto (true, accurate and -------------- complete copies of which have previously been delivered to BUYER). The Real Property and the improvements located thereon do not encroach upon the property of others and there are no encroachments onto the Real Property from the property of others. The Assets include all utility connections, and the right to use the same, necessary for the conduct of the Business in the ordinary course and said utilities are available under public rights of way or easements benefiting the Real Property. (d) SELLER owns or has irrevocable rights to use and is transferring to BUYER hereunder all assets and property necessary for the conduct of SELLER's Business in the ordinary course. (e) The Assets being transferred by SELLER, including, but not limited to, the machinery, equipment (including automobiles, trucks and heavy machinery), furniture and fixtures are in good operating condition and repair and of an appropriate character suitable for the uses for which intended in the operation of the Business of SELLER in the ordinary course. (f) All inventories of SELLER are of a quality and quantity usable and salable in the ordinary course of SELLER's Business and in any event are not in excess of projected requirements over the next twelve (12) months, and the values at which such inventories are carried on the books of account fairly represent the value thereof, are not in excess of realizable value, and reflect the normal inventory valuation policy of SELLER. (g) The accounts receivable of the Operating Company and Stellar Propane SELLER as shown on their respective its books and records have arisen in the ordinary course of business Business, represent valid and consistent with past practice enforceable obligations owed to SELLER and are recorded as accounts receivable on the books of the Sellers SELLER in accordance with GAAP. GAAP and said accounts receivable (fbilled and unbilled) Except with respect to the Retained Propane Assets, none of SELLER (net of the Excluded Subsidiaries is currently engaging reserve amount) will be fully paid in the ordinary course of Business and none of the Excluded Subsidiaries own, lease or have any other rights with respect to any of the assets associated with the BusinessSELLER.

Title to and Condition of Properties. (a) Schedule 5.10A 4.5A, Schedule 4.5B, Schedule 4.5C, Schedule 4.5D and Schedule 4.5E hereto contains an accurate a true, correct and complete list of all real property related to the operation of the Business in which the Operating Company or Stellar Propane Seller has any interest, including an . An accurate and legally sufficient description of each property the Seller Property, the Seller Lease Property, the Shareholder Property, the Shareholder Lease Property and the interests thereinThird Party Property is set forth on Schedule 4.5A, Schedule 4.5B, Schedule 4.5C, Schedule 4.5D and Schedule 4.5E, respectively. Schedule 5.10B 2.1A hereto contains an accurate a true, correct and complete list of all leases and subleases of real and mixed property related to the operation of the Business under which the Operating Company or Stellar Propane Seller is a lessor or lessee (true, accurate and complete copies of which have previously been delivered to Buyer). The Operating Company or Stellar Propane, as applicable, Seller has marketable good fee simple title to all of the owned real properties described on Schedule 5.10A4.5A and Schedule 4.5B hereto, free and clear of any mortgage, deed of trust, trust deed, mechanics lien or similar lien, and good good, marketable and indefeasible title to all of the leasehold estates created by the leases and subleases described on Schedule 5.10B (such 2.1A hereto. The Shareholders have good fee simple title to all of the real properties described on Schedule 4.5C and leasehold estates are collectively referred to Schedule 4.5D hereto as the “Real Property”)specified on such Schedules, all free and clear of Liensany mortgage, easementsdeed of trust, restrictions and reservations except for Permitted Lienstrust deed, mechanics lien or similar lien. As to leasehold estates under the leases and subleases of Real the Shareholder Property, the Operating Company or Stellar PropaneShareholder Lease Property and the Third Party Property, as applicable, Seller has quiet and peaceable possession of each of the leased properties. All such leases and subleases of Real Property in which the Operating Company or Stellar Propane are a lessor or sublessor are in full force and effect, there is no default or event of default by Seller thereunder or, to the Knowledge of Seller and Shareholders, by the rent thereunder has not been prepaid for more than a one-month periodother parties to such leases and subleases. (b) Schedule 5.10C contains a A true, correct and complete list of all Capital Leases propane tanks (by size and location) which are owned by Seller having a fair market or book value per unit in excess of Two Hundred Fifty Dollars ($250) and all other personal property included in the Operating Company Assets (by type and Stellar Propanelocation) having a fair market or book value per unit in excess of One Thousand Dollars ($1,000) is included on Schedule 2.1B and a true, correct and complete list of all leases of personal property included in the Assets under which Seller is a lessee or lessor involving any propane tank having a fair market or book value per unit in excess of Two Hundred Fifty Dollars ($250), any other personal property having a fair market or book value per unit in excess of One Thousand Dollars ($1,000), or any motor vehicle is included on Schedule 2.1C (true, accurate and complete copies of which have previously been delivered to Buyer). Each such Capital Lease relates A true, correct and complete list of all propane tanks (by serial number) which are owned by Seller having a fair market or book value per unit in excess of Two Hundred Fifty Dollars ($250) previously has been furnished by Seller to Buyer. All propane tanks used in the Business. Business which have a capacity of at least one hundred twenty (c120) The Operating Company gallons are under contract to customers or Stellar Propane, as are physically located on the case may be, have plant lot of Seller’s retail locations. Seller has good and indefeasible title or valid lease rights to (i) all of the assets necessary for the conduct personal property set forth on Schedule 2.1B and indicated as being owned by it, (ii) all of the Business, as currently conducted, or Assets reflected in the July 31, 2004 balance sheets contained in the SEC Reports (except for those assets relating solely to the Excluded Subsidiaries) or the 2004 Financialssheet of Seller, and (iii) all assets associated with the Business Assets purported to have been acquired by the Operating Company or Stellar Propane Seller after the date of such balance sheetsJuly 31, except for such assets that were disposed of in the ordinary course of business and consistent with past practice, and all of such assets are in the Operating Company’s or Stellar Propane’s, as the case may be, possession and control. (d) On the Closing Date, all of the assets necessary for the conduct of the Business, as currently conducted will be owned or leased by the Operating Company or Stellar Propane, as the case may be2004, free and clear of all Liens, except for such Assets disposed of in the usual and ordinary course of business consistent with past practices. All of the Assets are in Seller’s possession and control, except that propane tanks leased by Seller to its customers may be located on the premises of the respective customers in accordance with the terms of the applicable lease. (c) The conduct of the Business by Seller in the ordinary course is not dependent upon the right to use the property of others, except under valid and binding lease agreements identified on Schedule 2.1C hereto and under licenses to use shrink-wrap packaged software (i.e., Microsoft and other than Permitted Lienscommercially available software) installed on Seller’s computers. (d) Seller owns or has irrevocable rights to use and is transferring to Buyer hereunder all assets, property and rights as are necessary or useful for the conduct of Business as the Business has been conducted during at least the past two years, except for (i) the Excluded Assets, (ii) governmental licenses, permits and approvals to the extent not assignable to Buyer, and (iii) assets, property and rights that have been disposed of in the ordinary course of Seller’s business. (e) The tangible personal property Assets being transferred by Seller are in good operating condition and repair (ordinary wear and tear excepted). (f) The values at which the inventories of the Business are carried on Seller’s books of account fairly represent the value thereof, are not in excess of realizable value, and reflect the normal inventory valuation policy of Seller. (g) The accounts receivable of the Operating Company and Stellar Propane Business as shown on their respective Seller’s books and records have arisen in the ordinary course of business business, represent valid and consistent with past practice enforceable obligations owed to Seller and are recorded as accounts receivable on the books of the Sellers Seller in accordance with GAAP. (fh) Except with respect to the Retained Propane AssetsSchedule 3.1(e) hereto sets forth a true, none correct and complete list of each acquisition by Seller of the Excluded Subsidiaries is currently engaging in business and assets of retail propane companies that was completed between July 26, 2005 and the Business and none Closing Date, including the closing date for such acquisition, the location of the Excluded Subsidiaries ownbusiness and assets acquired, lease or the Person from whom such business and assets were acquired by Seller, the purchase price paid by Seller for such business and assets, and the trailing twelve-month propane gallons sold by the business acquired. True, accurate and complete copies of all Contracts relating to each such acquisition previously have any other rights with respect been delivered to any of the assets associated with the BusinessBuyer.

Title to and Condition of Properties. (a) Schedule 5.10A 2.1A hereto contains an accurate a true, correct and complete list of all real property related to the operation of the Business in which the Operating Company or Stellar Propane has any interestis owned by Seller, including an accurate and legally sufficient description of each property and the interests thereintherein (the “Real Property”). Schedule 5.10B 2.1B hereto contains an accurate a true, correct and complete list of all leases and subleases of real and mixed property related to the operation of the Business under which the Operating Company or Stellar Propane Seller is a lessor or lessee (true, accurate and complete copies of which have previously been delivered to Buyer). The Operating Company or Stellar PropaneSeller has good, as applicable, has marketable and indefeasible fee simple title to all of the owned real properties described on Schedule 5.10A2.1A hereto, and good good, marketable and indefeasible title to all of the leasehold estates created by the leases and subleases described on Schedule 5.10B (such real properties and leasehold estates are collectively referred to as the “2.1B hereto. The Real Property”), all Property described on Schedule 2.1A is owned by Seller free and clear of Liens, easements, restrictions and reservations except only for those matters which are included in the Title Commitment (collectively, such matters hereinafter referred to as “Permitted LiensEncumbrances”). As to leasehold estates under the leases and subleases of Real Propertyidentified on Schedule 2.1B, the Operating Company or Stellar Propane, as applicable, Seller has quiet and peaceable possession of each of the leased properties. All leases and subleases of Real Property in which the Operating Company or Stellar Propane are Seller is a lessor or sublessor sublessor, or lessee or sublessee, are in full force and effect, there is no default or event of default thereunder and the rent thereunder has not been prepaid for more than a one-month period. (b) Schedule 5.10C contains a A true, correct and complete list of all Capital Leases propane tanks which are owned or serviced by Seller and all other personal property included in the Assets having a fair market or book value per unit in excess of Two Hundred Fifty Dollars ($250) is included on Schedule 2.1C and a true, correct and complete list of all leases of personal property included in the Operating Company Assets under which Seller is a lessee or lessor involving any propane tank or any vehicle or other personal property having a fair market or book value per unit in excess of Two Hundred Fifty Dollars ($250) is included on Schedule 2.1D (true, accurate and Stellar Propanecomplete copies of which have previously been delivered to Buyer). Each such Capital Lease relates All propane tanks used in the Business which have a capacity of at least one hundred twenty (120) gallons are under contract to the Business. (c) The Operating Company customers or Stellar Propane, as the case may be, have are physically located on Seller’s tank storage locations. Seller has good and indefeasible marketable title or valid lease rights to (i) all of the assets necessary for the conduct personal property set forth on Schedule 2.1C and indicated as being owned by it, (ii) all of the Business, as currently conducted, or Assets reflected in the September 30, 2003 balance sheets contained in the SEC Reports (except for those assets relating solely to the Excluded Subsidiaries) or the 2004 Financialssheet of Seller, and (iii) all assets associated with the Business Assets purported to have been acquired by the Operating Company or Stellar Propane Seller after the date of such balance sheetsSeptember 30, except for such assets that were disposed of in the ordinary course of business and consistent with past practice, and all of such assets are in the Operating Company’s or Stellar Propane’s, as the case may be, possession and control. (d) On the Closing Date, all of the assets necessary for the conduct of the Business, as currently conducted will be owned or leased by the Operating Company or Stellar Propane, as the case may be2003, free and clear of all Liens, other than except Permitted LiensEncumbrances and except for such Assets disposed of in the usual and ordinary course of business consistent with past practices. All of the Assets are in Seller’s possession and control. (c) The conduct of the Business by Seller in the ordinary course is not dependent upon the right to use the property of others, except as identified on Schedule 2.1D hereto. The Assets include all utility connections, and the right to use the same, necessary for the conduct of the Business in the ordinary course and said utilities are available under public rights of way or easements benefiting the Real Property. All of the Real Property has both physical and legal access to an open and publicly-dedicated road. (d) The tangible personal property Assets being transferred by Seller are, taken as a whole, in good operating condition and repair (ordinary wear and tear excepted). (e) All inventories of the Business are of a quality and quantity usable and salable in the ordinary course of the Business as historically conducted. (f) The accounts receivable of the Operating Company and Stellar Propane Business as shown on their respective Seller’s books and records have arisen in the ordinary course of business business, represent valid and consistent with past practice enforceable obligations owed to Seller and are recorded as accounts receivable on the books of the Sellers Seller in accordance with GAAP. (f) Except with respect to the Retained Propane Assets, none of the Excluded Subsidiaries is currently engaging in the Business and none of the Excluded Subsidiaries own, lease or have any other rights with respect to any of the assets associated with the Business.

Title to and Condition of Properties. (a) Schedule 5.10A contains an accurate The Seller has good and complete list of all real property related to the operation of the Business in which the Operating Company or Stellar Propane has any interest, including an accurate description of each property and the interests therein. Schedule 5.10B contains an accurate and complete list of all leases and subleases of real and mixed property related to the operation of the Business under which the Operating Company or Stellar Propane is a lessor or lessee (accurate and complete copies of which have previously been delivered to Buyer). The Operating Company or Stellar Propane, as applicable, has marketable fee simple title to all of the owned real properties described on Schedule 5.10A, and good title to all of the leasehold estates created by the leases and subleases described on Schedule 5.10B (such real properties and leasehold estates are collectively referred to as the “Real Property”), all Equipment free and clear of all Liens, easements, restrictions and reservations except for Permitted Liens. As to leasehold estates under the leases and subleases of Real Property, the Operating Company or Stellar Propane, as applicable, has quiet and peaceable possession of each All of the leased properties. All leases Equipment is in the Seller's possession and subleases of Real Property in which the Operating Company or Stellar Propane are a lessor or sublessor are in full force and effect, there is no default or event of default thereunder and the rent thereunder has not been prepaid for more than a one-month periodcontrol. (b) Schedule 5.10C contains a list The Seller has good and marketable title to all Inventories free and clear of all Capital Leases Liens, except Permitted Liens. All Inventories are in the Seller's possession and control except as set forth on Section 2.4(b) of the Operating Company and Stellar Propane. Each such Capital Lease relates to the BusinessDisclosure Schedule. (c) The Operating Company or Stellar Propane, as the case may be, have good and indefeasible title or valid lease rights to all of the assets necessary for the conduct of the Business, as currently conducted, or reflected in the balance sheets contained in the SEC Reports (except for those assets relating solely to the Excluded Subsidiaries) or the 2004 Financials, and all assets associated with the Business purported to have been acquired Accounts Receivable are owned by the Operating Company or Stellar Propane after the date Seller free and clear of such balance sheets, except for such assets that all Liens. All Accounts Receivable were disposed of generated in the ordinary course of business and consistent with past practice, and all of such assets are in the Operating Company’s or Stellar Propane’s, as the case may be, possession and control. (d) On believed to be collectable within 90 days following the Closing Date, all of subject to any applicable reserves included on the assets necessary for Financial Statements. (i) The Seller or the conduct of the Business, as currently conducted will be owned or leased by the Operating Affiliated Company or Stellar Propane, as the case may beowns, free and clear of all Liens, other than Permitted Liens, or possesses licenses or other rights to use all rights to all Proprietary Information necessary for the conduct of the Business as currently conducted. At the Closing, the Seller, the Shareholders and the Affiliated Company will transfer or cause to be transferred all Proprietary Information necessary for the conduct of the Business as currently conducted. Set forth in Section 1.1(a)(iv) of the Disclosure Schedule is a complete and accurate list of all patents, trademarks and licenses the Seller or the Affiliated Company owns or possesses or otherwise has rights to use and that pertain to the Business. All Proprietary Information that is licensed by the Seller from third parties is licensed pursuant to valid and existing license agreements and such interests are not subject to any Liens other than those under the applicable license agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss of any Proprietary Information and will not conflict with, constitute a breach, violation or termination of any agreement or understanding, whether written or otherwise, relating to any Proprietary Information necessary for the conduct of the Business as currently conducted. (ii) No licenses, sublicenses, covenants or agreements have been granted or entered into by the Seller or any of the Shareholders in respect of the items listed in Section 1.1(a)(iv) of the Disclosure Schedule except as noted thereon. None of the Seller or any of the Shareholders has received any notice of infringement, misappropriation or conflict from any other Person with respect to such Proprietary Information and the conduct of the Business has not infringed, misappropriated or otherwise conflicted with any Proprietary Information of any such Person. The Seller has not given any indemnification for patent, trademark, service mark ▇▇ copyright infringements except to licensees or customers in the ordinary course of business. All of the Proprietary Information that is owned by the Seller is owned free and clear of all Liens and all such Proprietary Information will be transferred to the Buyer free and clear of all Liens, including any claims by any claimed or alleged co-inventors or co-owners. (e) The accounts receivable All Real Property is set forth in Section 1.1(a)(v) of the Operating Company and Stellar Propane as shown on their respective books and records have arisen in Disclosure Schedule. All leases of Real Property leased for the ordinary course of business and consistent with past practice and are recorded as accounts receivable on the books use or benefit of the Sellers Seller and to which it is a party, and all amendments and modifications thereof, are in accordance full force and effect and there exists no default under the leases by the Seller, nor any event that with GAAPnotice or lapse of time or both would constitute a default thereunder by the Seller. (f) Except The Transferred Assets include all assets used in connection with respect or relating to the Retained Propane AssetsBusiness of every type and description, none tangible and intangible, wherever located and whether or not reflected on the books and records of the Seller (but not including Excluded Subsidiaries is currently engaging in Assets). To the Business and none of the Excluded Subsidiaries own, lease or have any other rights with respect to extent that any of the Transferred Assets are not in the possession (actual or constructive) of the Seller, the Seller and the Shareholders shall cause the holder thereof to transfer and assign such assets associated with to the BusinessBuyer at the Closing.