Common use of Title to and Use of Property Clause in Contracts

Title to and Use of Property. (a) Seller does not own any real property. Seller leases the Property pursuant to an [written/unwritten]2 lease agreement by and between Seller, as tenant, ███████████████ a Florida limited liability company, as landlord (the “Lease”). Other than the Lease, Seller is not a party to any other lease. There are no leases, subleases, licenses or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of the Property. (b) Schedule 5.12(b) contains a correct and complete list, for any individual item with a current market value in excess of $500.00, of (a) all fixed assets owned or leased by, in the possession of, or used by the Seller in connection with the Business and (b) all other tangible and intangible personal property, rights, and assets owned or leased by, in the possession of, or used by the Seller in connection with the Business (except for the Property), including, without limitation, equipment, fixtures, computer hardware, and software. (c) Seller has good and valid title to, or a valid leasehold interest in, the Assets, except for any Encumbrances set forth on Schedule 5.12(c). Any Encumbrances disclosed on Schedule 5.12(c) shall be released on or before the Closing. At the Closing, Seller shall transfer and convey, and Purchaser will acquire title to, all Assets free and clear of any and all Encumbrances (including, without limitation, any and all claims that may arise by reason of the execution, delivery or performance by Seller of this Agreement). At Closing, Purchaser will be vested with good and valid title and interest in and to the Assets. (d) Except for any assets that are Excluded Assets, the Assets include, without limitation, all personal property of Seller, both tangible and intangible, necessary to conduct the Business, and none of such Assets are owned by any other Person other than Seller. The Assets are located at the Property. (e) Seller has and holds all Permits and such other permits and licenses and all approvals of governmental authorities and agencies that are material to or necessary for the conduct, ownership, and operation of the Business and the Assets and each veterinarian employed by the Seller holds all Permits and such other permits and licenses and all approvals of governmental authorities and agencies necessary or material for the practice of veterinary medicine by such veterinarian, all of which are identified on Schedule 1.1(a)(vi). No material violations are or have been committed in respect of any of such Permits and licenses and no proceeding is pending or threatened to revoke or limit any such Permits and licenses, all of which are in full force and effect. 2 Note to draft: Need confirmation. (f) The Assets have been maintained in accordance with normal industry practice and are suitable for the purposes for which each is presently used and presently proposed to be used. The Assets will be delivered in good working order, as sufficient for the continued conduct of the Business at Closing. Except for the express representations and warranties of Seller set forth in this Agreement and in the documents executed in connection with the Closing, it is expressly understood and agreed by the parties hereto that the Assets are being purchased “AS IS”. Purchaser acknowledges that, except for the express representations and warranties of Seller set forth in this Agreement and in the documents executed in connection with the Closing, Seller and Owner make no representation and do not make any warranty (express or implied) regarding the physical condition of the Assets or the existence/non-existence of any defects (latent or patent) relating to the condition of the Assets. This provision shall survive the Closing.

Title to and Use of Property. (a) Seller does not own any real property. Seller leases the Property pursuant to an [written/unwritten]2 unwritten] lease agreement by and between Seller, as tenant, ███████████████ , a Florida limited liability company, as landlord (the “Lease”). Other than the Lease, Seller is not a party to any other lease. There are no leases, subleases, licenses or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of the Property. (b) Schedule 5.12(b) contains a correct and complete list, for any individual item with a current market value in excess of $500.00, of (a) all fixed assets owned or leased by, in the possession of, or used by the Seller in connection with the Business and (b) all other tangible and intangible personal property, rights, and assets owned or leased by, in the possession of, or used by the Seller in connection with the Business (except for the Property), including, without limitation, equipment, fixtures, computer hardware, and software. (c) Seller has good and valid title to, or a valid leasehold interest in, the Assets, except for any Encumbrances set forth on Schedule 5.12(c). Any Encumbrances disclosed on Schedule 5.12(c) shall be released on or before the Closing. At the Closing, Seller shall transfer and convey, and Purchaser will acquire title to, all Assets free and clear of any and all Encumbrances (including, without limitation, any and all claims that may arise by reason of the execution, delivery or performance by Seller of this Agreement). At Closing, Purchaser will be vested with good and valid title and interest in and to the Assets. (d) Except for any assets that are Excluded Assets, the Assets include, without limitation, all personal property of Seller, both tangible and intangible, necessary to conduct the Business, and none of such Assets are owned by any other Person other than Seller. The Assets are located at the Property. (e) Seller has and holds all Permits and such other permits and licenses and all approvals of governmental authorities and agencies that are material to or necessary for the conduct, ownership, and operation of the Business and the Assets and each veterinarian employed by the Seller holds all Permits and such other permits and licenses and all approvals of governmental authorities and agencies necessary or material for the practice of veterinary medicine by such veterinarian, all of which are identified on Schedule 1.1(a)(vi). No material violations are or have been committed in respect of any of such Permits and licenses and no proceeding is pending or threatened to revoke or limit any such Permits and licenses, all of which are in full force and effect. 2 Note to draft: Need confirmation. (f) The Assets have been maintained in accordance with normal industry practice and are suitable for the purposes for which each is presently used and presently proposed to be used. The Assets will be delivered in good working order, as sufficient for the continued conduct of the Business at Closing. Except for the express representations and warranties of Seller set forth in this Agreement and in the documents executed in connection with the Closing, it is expressly understood and agreed by the parties hereto that the Assets are being purchased “AS IS”. Purchaser acknowledges that, except for the express representations and warranties of Seller set forth in this Agreement and in the documents executed in connection with the Closing, Seller and Owner make no representation and do not make any warranty (express or implied) regarding the physical condition of the Assets or the existence/non-existence of any defects (latent or patent) relating to the condition of the Assets. This provision shall survive the Closing.