Common use of Title to Assets; Encumbrances Clause in Contracts

Title to Assets; Encumbrances. (a) The Company does not own or lease any real property and as of the Closing, will not lease any Personal Property. (b) The Company has good and marketable title to all machines, furniture, equipment and other tangible personal property used exclusively by Company in its Business and located on the third floor of Seller's headquarters building, 333 Butternut Drive, Dewitt, New Yo▇▇ ▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇ssets are referred to as "Owned Tangible Personal Property." All of the Owned Tangible Personal Property are owned by Company free and clear of all Liabilities or Encumbrances. (c) Except as disclosed in Schedule 5.6 of the ------------ Disclosure Schedules, Company has good and marketable title to, or right to use by valid enforceable Lease or Contract, all other properties and assets (whether real, personal, tangible, intangible or otherwise) Company purports to own or which Company has exclusive use of in its Business. All of such properties or assets and such Owned Tangible Personal Property are referred to collectively as "Personal Property." (d) Seller and its Related Persons have good and marketable title to the Agway, Inc. Assets to be transferred to Purchaser pursuant to Article 3 of this Agreement (subject to the software licenses listed on Schedule 3.1(c)) (of the Disclosure Schedules), free and clear of all Liabilities or Encumbrances except as listed in Schedule 3.1(c) of the Disclosure Schedules, which Liabilities or Encumbrances shall be satisfied or released prior to the Closing. (e) With respect to each Lease of the Personal Property (i) Company has a valid leasehold interest in such Personal Property, (ii) such Lease is in full force and effect in accordance with its terms, (iii) all rents and other monetary amounts that have become due and payable thereunder have been paid in full, (iv) no waiver, indulgence, extension or postponement of any obligations thereunder has been granted by any party thereto, (v) there exists no default or breach (or an event that, with notice or lapse of time or both, would constitute a default or breach) under such Lease, and (vi) the transactions contemplated by this Agreement will not constitute a default or breach, or cause the termination or any modification, of such Lease.

Title to Assets; Encumbrances. (a) Schedule 3.6(a) contains a complete and accurate list of all (x) land, buildings and real property owned by the Company (the “Owned Real Property”) and (y) all leases and other agreements (including all guaranties, assignments, amendments, extensions and renewals of such leases and other agreements) (the “Leases”) under which the Company holds any leasehold estates and other similar rights to use or occupy any land, buildings or other similar interest in real property (the “Leased Real Property”). The Company does not own has delivered or lease any real property and as made available to Buyer copies of the Closingdeeds and other instruments (as recorded) by which the Company acquired its interest in the Owned Real Property, will and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of the Company and relating to such property or interest. Except as set forth on Schedule 3.6(a), the Company has not lease leased, subleased or granted the right to use or occupy any Personal portion of the Owned Real Property or Leased Real Property to any Person. Except as set forth on Schedule 3.6(a), the Company owns or holds a valid and enforceable (i) title, in the case of Owned Real Property, and (ii) leasehold interest under the Leases, in the case of Leased Real Property, in each case free and clear of all Encumbrances other than (A) liens for real estate Taxes assessed with respect to the Owned Real Property or Leased Real Property for the current fiscal tax year but not yet due and payable; (B) with respect to Leased Real Property, monetary Encumbrances granted by a landlord under any financing to such landlord with regards to which the Company has been granted non-disturbance rights as tenant; and (iii) other defects in title or Encumbrances that do not materially restrict or impair the Company’s use of the Owned Real Property or Leased Real Property in the ordinary course of business. (b) The Company has good and marketable title to all machines, furniture, equipment and other tangible personal property used exclusively by Company in its Business and located on the third floor of Seller's headquarters building, 333 Butternut Drive, Dewitt, New Yo▇▇ ▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇ssets are referred to as "Owned Tangible Personal Property." All of the Owned Tangible Personal Property are owned by Company free and clear of all Liabilities or Encumbrances. (c) Except as disclosed in set forth on Schedule 5.6 of 3.6(b), the ------------ Disclosure Schedules, Company has good and marketable title to, or right to use by or, in the case of leased properties and assets, a valid enforceable Lease or Contractleasehold interest in, all other its material properties and assets (whether real, personal, tangibleor mixed and whether tangible or intangible) used by the Company, intangible located on any of the premises of the Company or otherwise) reflected in the books and records of the Company, including all of the properties and assets reflected in the balance sheet portion of the Year End Financial Statements and the balance sheet portion of the Interim Financial Statements (except for Inventory sold since the date of the Year End Financial Statements and the Interim Financial Statements, as the case may be, to customers in the ordinary course of business). To the Knowledge of the Company, the buildings, plants, structures, and other material assets owned, leased or licensed by the Company purports to own or are in reasonably good operating condition and repair, in all material respects, ordinary wear and tear excepted, and are reasonably fit for the purposes for which Company has exclusive they are used by the Company, except for such conditions as would not have a materially adverse impact upon the use of in its Businessthereof. All of such properties or assets and such Owned Tangible Personal Property are referred to collectively Except as "Personal Property." (d) Seller and its Related Persons have good and marketable title to the Agway, Inc. Assets to be transferred to Purchaser pursuant to Article 3 of this Agreement (subject to the software licenses listed set forth on Schedule 3.1(c3.6(b)) (, all material properties and assets reflected in the balance sheet portions of the Disclosure Schedules), Year End Financial Statements and the Interim Financial Statements are free and clear of all Liabilities or Encumbrances except as listed in Schedule 3.1(c) of the Disclosure Schedules, which Liabilities or Encumbrances shall be satisfied or released prior to the Closing.except: (e) With respect to each Lease of the Personal Property (i) Company has a valid leasehold interest in such Personal Property, the Senior Lender Obligations; (ii) mortgages or security interests incurred in connection with the purchase of property or assets and shown on the balance sheet portions of the Year End Financial Statements or the Interim Financial Statements as securing only such Lease is in full force and effect in accordance property or assets so purchased, with its terms, (iii) all rents and other monetary amounts that have become due and payable thereunder have been paid in full, (iv) no waiver, indulgence, extension or postponement of any obligations thereunder has been granted by any party thereto, (v) there exists respect to which no default or breach (or an event that, with notice or lapse of time or both, would constitute a default) exists; (iii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Financial Statements (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or breachevent that, with notice or lapse of time or both, would constitute a default) under such Lease, and exists; (iv) liens for current Taxes not yet due; (v) the matters set forth on Schedule 3.6(b); and (vi) other defects of title or Encumbrances with respect to the transactions contemplated Owned Real Property or Leased Real Property which do not, individually or in the aggregate, materially restrict or impair the Company’s use of its Owned Real Property or Leased Real Property. The Encumbrances set forth in clauses (ii)-(vi) above are collectively referred to as the “Permitted Encumbrances.” (c) Schedule 3.6(c) contains a complete and accurate list of all Equipment items owned, leased or licensed by this Agreement will the Company, grouped by category of Equipment and the nature of the Company’s interest (owned, leased or licensed) with respect thereto. To the Knowledge of the Company, each Equipment item is in reasonably good operating condition and repair, in all material respects, ordinary wear, tear, breakage and malfunctions excepted, and is reasonably fit for the purpose for which it is used by the Company in its ordinary course of business, except for such conditions as would not constitute have a default or breach, or cause materially adverse impact upon the termination or any modification, of such Leaseuse thereof.

Title to Assets; Encumbrances. (a) Schedule 3.6(a) contains a complete and accurate list of all (x) land, buildings and real property owned by the Company (the “Owned Real Property”) and (y) all leases and other agreements (including all guaranties, assignments, amendments, extensions and renewals of such leases and other agreements) (the “Leases”) under which the Company holds any leasehold estates and other similar rights to use or occupy any land, buildings or other similar interest in real property (the “Leased Real Property”). The Company does not own has delivered or lease any real property and as made available to Parent copies of the Closingdeeds and other instruments (as recorded) by which the Company acquired its interest in the Owned Real Property, will and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of the Company and relating to such property or interest. Except as set forth on Schedule 3.6(a), the Company has not lease leased, subleased or granted the right to use or occupy any Personal portion of the Owned Real Property or Leased Real Property to any Person. Except as set forth on Schedule 3.6(a), the Company owns or holds a valid and enforceable (i) title, in the case of Owned Real Property, and (ii) leasehold interest under the Leases, in the case of Leased Real Property, in each case free and clear of all Encumbrances other than (A) liens for real estate Taxes assessed with respect to the Owned Real Property or Leased Real Property for the current fiscal tax year but not yet due and payable; (B) with respect to Leased Real Property, monetary Encumbrances granted by a landlord under any financing to such landlord with regards to which the Company has been granted non-disturbance rights as tenant; and (iii) other defects in title or Encumbrances that do not materially restrict or impair the Company’s use of the Owned Real Property or Leased Real Property in the ordinary course of business. (b) The Company has good and marketable title to all machines, furniture, equipment and other tangible personal property used exclusively by Company in its Business and located on the third floor of Seller's headquarters building, 333 Butternut Drive, Dewitt, New Yo▇▇ ▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇ssets are referred to as "Owned Tangible Personal Property." All of the Owned Tangible Personal Property are owned by Company free and clear of all Liabilities or Encumbrances. (c) Except as disclosed in set forth on Schedule 5.6 of 3.6(b), the ------------ Disclosure Schedules, Company has good and marketable title to, or right to use by or, in the case of leased properties and assets, a valid enforceable Lease or Contractleasehold interest in, all other its material properties and assets (whether real, personal, tangibleor mixed and whether tangible or intangible) used by the Company, intangible located on any of the premises of the Company or otherwise) reflected in the books and records of the Company, including all of the properties and assets reflected in the balance sheet portion of the Year End Financial Statements and the balance sheet portion of the Interim Financial Statements (except for Inventory sold since the date of the Year End Financial Statements and the Interim Financial Statements, as the case may be, to customers in the ordinary course of business). To the Knowledge of the Company, the buildings, plants, structures, and other material assets owned, leased or licensed by the Company purports to own or are in reasonably good operating condition and repair, in all material respects, ordinary wear and tear excepted, and are reasonably fit for the purposes for which Company has exclusive they are used by the Company, except for such conditions as would not have a materially adverse impact upon the use of in its Businessthereof. All of such properties or assets and such Owned Tangible Personal Property are referred to collectively Except as "Personal Property." (d) Seller and its Related Persons have good and marketable title to the Agway, Inc. Assets to be transferred to Purchaser pursuant to Article 3 of this Agreement (subject to the software licenses listed set forth on Schedule 3.1(c3.6(b)) (, all material properties and assets reflected in the balance sheet portions of the Disclosure Schedules), Year End Financial Statements and the Interim Financial Statements are free and clear of all Liabilities or Encumbrances except as listed in Schedule 3.1(c) of the Disclosure Schedules, which Liabilities or Encumbrances shall be satisfied or released prior to the Closing.except: (e) With respect to each Lease of the Personal Property (i) Company has a valid leasehold interest in such Personal Property, the Senior Lender Obligations; (ii) mortgages or security interests incurred in connection with the purchase of property or assets and shown on the balance sheet portions of the Year End Financial Statements or the Interim Financial Statements as securing only such Lease is in full force and effect in accordance property or assets so purchased, with its terms, (iii) all rents and other monetary amounts that have become due and payable thereunder have been paid in full, (iv) no waiver, indulgence, extension or postponement of any obligations thereunder has been granted by any party thereto, (v) there exists respect to which no default or breach (or an event that, with notice or lapse of time or both, would constitute a default) exists; (iii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Financial Statements (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or breachevent that, with notice or lapse of time or both, would constitute a default) under such Lease, and exists; (iv) liens for current Taxes not yet due; (v) the matters set forth on Schedule 3.6(b); and (vi) other defects of title or Encumbrances with respect to the transactions contemplated Owned Real Property or Leased Real Property which do not, individually or in the aggregate, materially restrict or impair the Company’s use of its Owned Real Property or Leased Real Property. The Encumbrances set forth in clauses (ii)-(vi) above are collectively referred to as the “Permitted Encumbrances.” (c) Schedule 3.6(c) contains a complete and accurate list of all Equipment items owned, leased or licensed by this Agreement will the Company, grouped by category of Equipment and the nature of the Company’s interest (owned, leased or licensed) with respect thereto. To the Knowledge of the Company, each Equipment item is in reasonably good operating condition and repair, in all material respects, ordinary wear, tear, breakage and malfunctions excepted, and is reasonably fit for the purpose for which it is used by the Company in its ordinary course of business, except for such conditions as would not constitute have a default or breach, or cause materially adverse impact upon the termination or any modification, of such Leaseuse thereof.

Title to Assets; Encumbrances. (a) Schedule 3.6(a) contains a complete and accurate list of all (x) land, buildings and real property owned by the Company (the “Owned Real Property”) and (y) all leases and other agreements (including all guaranties, assignments, amendments, extensions and renewals of such leases and other agreements) (the “Leases”) under which the Company holds any leasehold estates and other similar rights to use or occupy any land, buildings or other similar interest in real property (the “Leased Real Property”). The Company does not own shall deliver or lease any real property and as make available to Buyer copies of the Closingdeeds and other instruments (as recorded) by which the Company acquired its interest in the Owned Real Property, will and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of the Company and relating to such property or interest. Except as set forth on Schedule 3.6(a), the Company has not lease leased, subleased or granted the right to use or occupy any Personal portion of the Owned Real Property or Leased Real Property to any Person. Except as set forth on Schedule 3.6(a), the Company owns or holds a valid and enforceable (i) title, in the case of Owned Real Property, and (ii) leasehold interest under the Leases, in the case of Leased Real Property, in each case free and clear of all Encumbrances other than (A) liens for real estate Taxes assessed with respect to the Owned Real Property or Leased Real Property for the current fiscal tax year but not yet due and payable; (B) with respect to Leased Real Property, monetary Encumbrances granted by a landlord under any financing to such landlord with regards to which the Company has been granted non-disturbance rights as tenant; and (iii) other defects in title or Encumbrances that do not materially restrict or impair the Company’s use of the Owned Real Property or Leased Real Property in the ordinary course of business. (b) The Company has good and marketable title to all machines, furniture, equipment and other tangible personal property used exclusively by Company in its Business and located on the third floor of Seller's headquarters building, 333 Butternut Drive, Dewitt, New Yo▇▇ ▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇ssets are referred to as "Owned Tangible Personal Property." All of the Owned Tangible Personal Property are owned by Company free and clear of all Liabilities or Encumbrances. (c) Except as disclosed in set forth on Schedule 5.6 of 3.6(b), the ------------ Disclosure Schedules, Company has good and marketable title to, or right to use by or, in the case of leased properties and assets, a valid enforceable Lease or Contractleasehold interest in, all other its material properties and assets (whether real, personal, tangibleor mixed and whether tangible or intangible) used by the Company, intangible located on any of the premises of the Company or otherwise) reflected in the books and records of the Company, including all of the properties and assets reflected in the balance sheet portion of the Year End Financial Statements and the balance sheet portion of the Interim Financial Statements (except for Inventory sold since the date of the Year End Financial Statements and the Interim Financial Statements, as the case may be, to customers in the ordinary course of business). To the Knowledge of the Company, the buildings, plants, structures, and other material assets owned, leased or licensed by the Company purports to own or are in reasonably good operating condition and repair, in all material respects, ordinary wear and tear excepted, and are reasonably fit for the purposes for which Company has exclusive they are used by the Company, except for such conditions as would not have a materially adverse impact upon the use of in its Businessthereof. All of such properties or assets and such Owned Tangible Personal Property are referred to collectively Except as "Personal Property." (d) Seller and its Related Persons have good and marketable title to the Agway, Inc. Assets to be transferred to Purchaser pursuant to Article 3 of this Agreement (subject to the software licenses listed set forth on Schedule 3.1(c3.6(b)) (, all material properties and assets reflected in the balance sheet portions of the Disclosure Schedules), Year End Financial Statements and the Interim Financial Statements are free and clear of all Liabilities or Encumbrances except as listed in Schedule 3.1(c) of the Disclosure Schedules, which Liabilities or Encumbrances shall be satisfied or released prior to the Closing.except: (e) With respect to each Lease of the Personal Property (i) Company has a valid leasehold interest in such Personal Property, the Senior Lender Obligations; (ii) mortgages or security interests incurred in connection with the purchase of property or assets and shown on the balance sheet portions of the Year End Financial Statements or the Interim Financial Statements as securing only such Lease is in full force and effect in accordance property or assets so purchased, with its terms, (iii) all rents and other monetary amounts that have become due and payable thereunder have been paid in full, (iv) no waiver, indulgence, extension or postponement of any obligations thereunder has been granted by any party thereto, (v) there exists respect to which no default or breach (or an event that, with notice or lapse of time or both, would constitute a default) exists; (iii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Financial Statements (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or breachevent that, with notice or lapse of time or both, would constitute a default) under such Lease, and exists; (iv) liens for current Taxes not yet due; (v) the matters set forth on Schedule 3.6(b); and (vi) other defects of title or Encumbrances with respect to the transactions contemplated Owned Real Property or Leased Real Property which do not, individually or in the aggregate, materially restrict or impair the Company’s use of its Owned Real Property or Leased Real Property. The Encumbrances set forth in clauses (ii)-(vi) above are collectively referred to as the “Permitted Encumbrances.” (c) Schedule 3.6(c) contains a complete and accurate list of all Equipment items owned, leased or licensed by this Agreement will the Company, grouped by category of Equipment and the nature of the Company’s interest (owned, leased or licensed) with respect thereto. To the Knowledge of the Company, each Equipment item is in reasonably good operating condition and repair, in all material respects, ordinary wear, tear, breakage and malfunctions excepted, and is reasonably fit for the purpose for which it is used by the Company in its ordinary course of business, except for such conditions as would not constitute have a default or breach, or cause materially adverse impact upon the termination or any modification, of such Leaseuse thereof.

Title to Assets; Encumbrances. (a) The Company does not own Sellers have or lease any real property will have and as of convey to Buyer at the Closing, will not lease any Personal Property. (b) The Company has good and marketable title to all machines, furniture, equipment and other tangible personal property used exclusively by Company in its Business and located on the third floor of Seller's headquarters building, 333 Butternut Drive, Dewitt, New Yo▇▇ ▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇ssets are referred to as "Owned Tangible Personal Property." All of the Owned Tangible Personal Property are owned by Company free and clear of all Liabilities or Encumbrances. (c) Except as disclosed in Schedule 5.6 of the ------------ Disclosure Schedules, Company has good and marketable merchantable title to, or right to use by a valid enforceable Lease or Contractleasehold interest in, all other of the properties and assets (whether realother than the Excluded Assets) used or usable by Sellers in the Clinical Business or shown on the balance sheet of Sellers dated as of September 30, personal1998, tangible, intangible or otherwise) Company purports to own or which Company has exclusive use of in its Business. All of such properties or assets and such Owned Tangible Personal Property are referred to collectively as "Personal Property." (d) Seller and its Related Persons have good and marketable title to the Agway, Inc. Assets to be transferred to Purchaser pursuant to Article 3 of this Agreement (subject to the software licenses listed on Schedule 3.1(c)) (comprises a portion of the Disclosure SchedulesInterim Financial Statements (the "INTERIM BALANCE SHEET"), or acquired after the date thereof, free and clear of all Liabilities or Encumbrances Encumbrances, except as listed for (i) the Assumed Liabilities, and (ii) properties and assets disposed of in Schedule 3.1(c) the Ordinary Course of Clinical Business since the date of the Disclosure SchedulesInterim Balance Sheet. Without limiting the generality of the foregoing, which Liabilities or Encumbrances shall be satisfied or released prior Sellers have, and will convey to Buyer at the Closing, good and merchantable title to all of the Acquired Assets, free and clear of any Encumbrance or restriction on transfer of any nature, other than the Assumed Liabilities. (eb) With respect to each Lease SCHEDULE 3.5(b) contains a complete and accurate list of all Facilities at which any Seller currently conducts the Clinical Business. To the best of the Personal Property Sellers' Knowledge, all Facilities currently used by Sellers lie wholly within the boundaries of the real property owned or leased by Seller and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person. The use and operation of such Facilities are in compliance with all applicable Legal Requirements, Orders, Consents and Governmental Authorizations. To the best of the Sellers' Knowledge, there are no existing, pending, or Threatened (i) Company has a valid leasehold interest in requests, applications or proceedings to alter or restrict the zoning or other use restrictions applicable to any such Personal PropertyFacilities, (ii) condemnation proceedings that would affect any of such Lease is Facilities in full force and effect in accordance with its termsany way, or (iii) all rents and other monetary amounts public improvements that have become due and payable thereunder have been paid would result in fullany charge or Taxes being levied or assessed against, (iv) no waiver, indulgence, extension or postponement would result in the creation of any obligations thereunder has been granted by Encumbrance upon, any party thereto, (v) there exists no default or breach (or an event that, with notice or lapse of time or both, would constitute a default or breach) under such Lease, and (vi) the transactions contemplated by this Agreement will not constitute a default or breach, or cause the termination or any modification, of such LeaseFacilities. (c) DataTRAK has no right, title or interest in any of the Acquired Assets.

Title to Assets; Encumbrances. (a) Schedule 3.6(a) contains a complete and accurate list of all leases and other agreements (including all guaranties, assignments, amendments, extensions and renewals of such leases and other agreements) (the "Leases") under which the Company or Security LLC holds any leasehold estates and other rights to use or occupy any land, buildings or other interest in real property (the "Leased Real Property"). Except as set forth on Schedule 3.6(a), neither the Company nor Security LLC has subleased or granted the right to use or occupy any portion of the Leased Real Property to any Person. The Company does or Security LLC, as the case may be, owns or holds a valid and enforceable leasehold interest in the Leased Real Property under the Leases free and clear of all Encumbrances other than (i) liens for real estate Taxes assessed with respect to the Leased Real Property for the current fiscal Tax year but not yet due and payable; (ii) monetary Encumbrances granted by the landlord under any lease providing financing to such landlord; and (iii) other defects in title or Encumbrances that do not materially restrict or impair the Company's or Security LLC's use of the Leased Real Property in the ordinary course of business. The Company and Security LLC do not own any land, buildings or lease other interest in any real property and as of the Closing, will not lease any Personal Propertyproperty. (b) The Company has good and marketable title to all machinesExcept as set forth on Schedule 3.6(b), furniture, equipment and other tangible personal property used exclusively by Company in its Business and located on the third floor of Seller's headquarters building, 333 Butternut Drive, Dewitt, New Yo▇▇ ▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇ssets are referred to as "Owned Tangible Personal Property." All each of the Owned Tangible Personal Property are owned by Company free and clear of all Liabilities or Encumbrances. (c) Except as disclosed in Schedule 5.6 of the ------------ Disclosure Schedules, Company Security LLC has good and marketable title to, or right to use by or, in the case of leased properties and assets, a valid enforceable Lease or Contractleasehold interest in, all other of its respective material properties and assets (whether real, personal, tangibleor mixed and/or whether tangible or intangible) used by the Company or Security LLC, intangible located on the premises of the Company or otherwise) Company purports Security LLC or reflected in the books and records of the Company, including all of the properties and assets reflected in the Balance Sheet (except for Inventory sold since the date of the Balance Sheet to own or which Company has exclusive use customers in the ordinary course of in its Businessbusiness). All of such properties or assets and such Owned Tangible Personal Property are referred to collectively Except as "Personal Property." (d) Seller and its Related Persons have good and marketable title to the Agway, Inc. Assets to be transferred to Purchaser pursuant to Article 3 of this Agreement (subject to the software licenses listed set forth on Schedule 3.1(c)) (of the Disclosure Schedules3.6(b), the buildings, plants, structures, equipment and other material assets owned, leased or licensed by the Company or Security LLC are in good operating condition and repair, ordinary wear and tear excepted. Except as set forth on Schedule 3.6(b), all material properties and assets reflected in the Balance Sheet are free and clear of all Liabilities or Encumbrances except as listed in Schedule 3.1(c) of the Disclosure Schedules, which Liabilities or Encumbrances shall be satisfied or released prior to the Closing.except: (e) With respect to each Lease of the Personal Property (i) Company has a valid leasehold interest in such Personal Property, the SunTrust Obligations; (ii) mortgages or security interests incurred in connection with the purchase of property or assets and shown on the Balance Sheet as securing only such Lease is in full force and effect in accordance property or assets so purchased, with its terms, (iii) all rents and other monetary amounts that have become due and payable thereunder have been paid in full, (iv) no waiver, indulgence, extension or postponement of any obligations thereunder has been granted by any party thereto, (v) there exists respect to which no default or breach (or an event that, with notice or lapse of time or both, would constitute a default) exists; (iii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or breach) under such Leaseevent that, and (vi) the transactions contemplated by this Agreement will not with notice or lapse of time or both, would constitute a default default) exists; (iv) liens for real estate Taxes for the current fiscal Tax year not yet due and payable; and (v) other defects of title or breachEncumbrances with respect to the Leased Real Property which do not, individually or cause in the termination aggregate, materially restrict or any modification, impair the Company's use of such Leaseits Leased Real Property. (the Encumbrances set forth in (ii)-(v) above are collectively referred to as the "Permitted Encumbrances").