Common use of Title to Properties; Absence of Liens and Encumbrances Clause in Contracts

Title to Properties; Absence of Liens and Encumbrances. (a) The Company and each of its Subsidiaries have good and valid title to all of their respective properties, interests in properties and assets, real and personal, reflected on the Financial Statements, or, in the case of leased properties and assets, valid leasehold interests in such properties and assets, in each case free and clear of all Liens except for: (i) Liens reflected on the Financial Statements, (ii) Liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or materially impair the use of, such property as it is presently used, (iii) Liens for current Taxes, assessments or governmental charges or levies on property not yet due or which are being contested in good faith and for which appropriate reserves in accordance with GAAP have been created and (iv) mechanic's, materialmen's and similar Liens arising in the ordinary course of business or by operation of law (collectively, "Permitted Liens"). (b) Section 3.16(b) of the Disclosure Letter sets forth a true, complete and correct list of all real property leased by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries owns any real property. Each of the Company and its Subsidiaries is in compliance in all material respects with the terms of all leases for real property to which it is a party. Neither the Company nor any of its Subsidiaries is a party to any lease, assignment or similar arrangement under which the Company or any Subsidiary is a lessor, assignor or otherwise makes available for use by any third party any portion of the owned or leased real property. (c) The facilities, property and equipment owned, leased or otherwise used by the Company or any of its Subsidiaries that are material to the functioning of the businesses of the Company and its Subsidiaries are in a good state of maintenance and repair, free from material defects and in good operating condition (subject to normal wear and tear) and suitable for the purposes for which they are presently used. (d) All tangible assets which are leased by the Company or any of its Subsidiaries that are material to the functioning of the businesses of the Company and its Subsidiaries have been maintained with the manufacturers' standards and specifications required by each such lease such that, at each such termination of the lease, such assets can be returned to their owner without any further material obligation on the part of the Company or any of its Subsidiaries with respect thereto.

Title to Properties; Absence of Liens and Encumbrances. (a) The Company and each of its Subsidiaries have good and valid title to all of their respective properties, interests in properties and assets, real and personal, reflected on the Financial Statements, or, in the case of leased properties and assets, valid leasehold interests in such properties and assets, in each case free and clear of all Liens except for: (i) Liens reflected on the Financial Statements, (ii) Liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or materially impair the use of, such property as it is presently used, (iii) Liens for current Taxes, assessments or governmental charges or levies on property not yet due or which are being contested in good faith and for which appropriate reserves in accordance with GAAP have been created and (iv) mechanic's’s, materialmen's ’s and similar Liens arising in the ordinary course of business or by operation of law (collectively, "“Permitted Liens"”). (b) Section 3.16(b) of the Disclosure Letter sets forth a true, complete and correct list of all real property owned or leased by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries owns any real property. Each of the Company and its Subsidiaries is in compliance in all material respects with the terms of all leases for real property to which it is a party. Neither the Company nor any of its Subsidiaries is a party to any lease, assignment or similar arrangement under which the Company or any Subsidiary is a lessor, assignor or otherwise makes available for use by any third party any portion of the owned or leased real property. (c) The facilities, property and equipment owned, leased or otherwise used by the Company or any of its Subsidiaries that are material to the functioning of the businesses of the Company and its Subsidiaries are in a good state of maintenance and repair, free from material defects and in good operating condition (subject to normal wear and tear) and suitable for the purposes for which they are presently used. (d) All tangible assets which are leased by the Company or any of its Subsidiaries that are material to the functioning of the businesses of the Company and its Subsidiaries have been maintained with the manufacturers' ’ standards and specifications required by each such lease such that, at each such termination of the lease, such assets can be returned to their owner without any further material obligation on the part of the Company or any of its Subsidiaries with respect thereto.

Title to Properties; Absence of Liens and Encumbrances. (a) The Company and each of its Subsidiaries have good and valid title to all of their respective properties, interests in properties and assets, real and personal, reflected on the Financial Statements, or, in the case of leased properties and assets, valid leasehold interests in such properties and assets, in each case free and clear of all Liens except for: (i) Liens reflected on the Financial Statements, (ii) Liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or materially impair the use of, such property as it is presently used, (iii) Liens for current Taxes, assessments or governmental charges or levies on property not yet due or which are being contested in good faith and for which appropriate reserves in accordance with GAAP have been created and (iv) mechanic's’s, materialmen's ’s and similar Liens arising in the ordinary course of business or by operation of law (collectively, "“Permitted Liens"”). (b) Section 3.16(b) of the Disclosure Letter sets forth a true, complete and correct list of all real property leased by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries owns any real property. Each of the Company and its Subsidiaries is in compliance in all material respects with the terms of all leases for real property to which it is a party. Neither the Company nor any of its Subsidiaries is a party to any lease, assignment or similar arrangement under which the Company or any Subsidiary is a lessor, assignor or otherwise makes available for use by any third party any portion of the owned or leased real property. (c) The facilities, property and equipment owned, leased or otherwise used by the Company or any of its Subsidiaries that are material to the functioning of the businesses of the Company and its Subsidiaries are in a good state of maintenance and repair, free from material defects and in good operating condition (subject to normal wear and tear) and suitable for the purposes for which they are presently used. (d) All tangible assets which are leased by the Company or any of its Subsidiaries that are material to the functioning of the businesses of the Company and its Subsidiaries have been maintained with the manufacturers' ’ standards and specifications required by each such lease such that, at each such termination of the lease, such assets can be returned to their owner without any further material obligation on the part of the Company or any of its Subsidiaries with respect thereto.

Title to Properties; Absence of Liens and Encumbrances. (a) The Company and each Except as disclosed in Section 2.15(a) of its Subsidiaries have the Seller's Disclosure Schedule, Capital has good and valid title to all of their respective properties, interests in its properties and assets, real and personal, assets reflected on the Unaudited Financial Statements, or, in the case of leased properties and assets, valid leasehold interests in such properties and assets, in each case free and clear of all Liens except for: (i) Liens reflected on the Unaudited Financial Statements, (ii) Liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or materially impair the use of, such property as it is presently used, (iii) Liens liens for current Taxes, assessments or governmental charges or levies on property not yet due or which are being contested in good faith and for which appropriate reserves in accordance with GAAP United States generally accepted accounting principles have been created and (iv) mechanic's, materialmen's and similar Liens liens arising in the ordinary course of business or by operation of law (collectively, "Permitted Liens")law. (b) Section 3.16(b2.15(b) of the Seller's Disclosure Letter Schedule sets forth a true, complete and correct list of all real property owned or leased by the Company or any of its SubsidiariesCapital. Neither the Company nor any of its Subsidiaries owns any real property. Each of the Company and its Subsidiaries Capital is in compliance in all material respects with the terms of all leases for real property to which it is a party. Neither the Company nor any of its Subsidiaries Capital is not a party to any lease, assignment or similar arrangement under which the Company or any Subsidiary Capital is a lessor, assignor or otherwise makes available for use by any third party any portion of the Capital's owned or leased real property. (c) The facilities, property and equipment owned, leased or otherwise used by the Company or any of its Subsidiaries that are material to the functioning of the businesses of the Company and its Subsidiaries Capital are in a good state of maintenance and repair, free from material defects and in good operating condition (subject to normal wear and tear) and suitable for the purposes for which they are presently used. (d) All tangible assets which are leased by the Company or any of its Subsidiaries that are material to the functioning of the businesses of the Company and its Subsidiaries Capital have been maintained with the manufacturers' standards and specifications required by each such lease such that, that at each such termination of the lease, lease such assets can be returned to their owner without any further material obligation on the part of the Company or any of its Subsidiaries Capital with respect thereto.

Title to Properties; Absence of Liens and Encumbrances. (a) Neither the Company nor any of the Company Subsidiaries owns any real property. Section 3.14(a) of the Company Disclosure Letter lists all real property leases to which the Company or any Company Subsidiary is a party and each amendment thereto. All such current leases are in full force and effect, and, to the Company's knowledge, 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) that would give rise to a material claim. The Company and each of its the Company Subsidiaries have no leasehold interest in any real property. (b) Each of the Company and the Company Subsidiaries has good and valid title to all of their respective properties, interests in properties and assets, real and personal, reflected on the Financial Statementsto, or, in the case of leased properties and assetsproperties, valid leasehold interests in, all of its material tangible personal property, used or held for use in such properties and assetsits business, in each case free and clear of all any liens, pledges, charges, claims, security interests or other encumbrances of any sort ("Liens") except for Liens except for: (i) Liens reflected on the Financial Statements, (ii) Liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or materially impair the use of, such property as it is presently used, (iii) Liens for current securing Taxes, assessments or and other governmental charges or levies on property not yet due and payable (excluding any imposed pursuant to any of the provisions of ERISA), and statutory Liens for Taxes that are not yet delinquent or which Taxes that are being contested in good faith and by any appropriate proceedings for which appropriate adequate reserves in accordance with GAAP have been created established in the financial statements included in the Company SEC Reports, (ii) such imperfections in title, Liens and easements as do not materially detract from or interfere with the use of the properties subject thereto or affected thereby or otherwise materially impair business operations involving such properties, (iii) Liens securing debt that is reflected in the financial statements included in the Company SEC Reports, (iv) mechanic'sstatutory or common law Liens to secure landlords, materialmen's lessors or renters under leases or rental agreements, (v) statutory or common law Liens in favor of carriers, warehousemen, mechanics and similar materialmen to secure claims for labor, materials or supplies and other like Liens, (vi) Liens imposed on the underlying fee interest of a landlord or owner in leased property, and (vii) Liens in favor of customs and revenue authorities arising as a matter of legal requirements to secure payments of customs duties in connection with the ordinary course importation of business or by operation goods (each of law the Liens set forth in (collectivelyi) - (vii), a "Permitted Liens"). (b) Section 3.16(b) of the Disclosure Letter sets forth a true, complete and correct list of all real property leased by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries owns any real property. Each of the Company and its Subsidiaries is in compliance in all material respects with the terms of all leases for real property to which it is a party. Neither the Company nor any of its Subsidiaries is a party to any lease, assignment or similar arrangement under which the Company or any Subsidiary is a lessor, assignor or otherwise makes available for use by any third party any portion of the owned or leased real property. (c) The facilities, property and equipment owned, leased or otherwise used by the Company or any of its Subsidiaries that are material to the functioning of the businesses of the Company and its Subsidiaries are in a good state of maintenance and repair, free from material defects and in good operating condition (subject to normal wear and tear) and suitable for the purposes for which they are presently used. (d) All tangible assets which are leased by the Company or any of its Subsidiaries that are material to the functioning of the businesses of the Company and its Subsidiaries have been maintained with the manufacturers' standards and specifications required by each such lease such that, at each such termination of the lease, such assets can be returned to their owner without any further material obligation on the part of the Company or any of its Subsidiaries with respect thereto.

Title to Properties; Absence of Liens and Encumbrances. (a) The Neither the Company nor any of its subsidiaries owns any real property, or has ever owned any real property. Section 2.16(a) of the Company Disclosure Schedule sets forth a complete and accurate list of all real property currently leased or subleased by the Company or 48 any of its subsidiaries including (i) the name of the lessor, (ii) the amount of any security deposit held by the lessor, (iii) the date and a brief description of the lease, (iv) the title of the lease, (v) any sublease or assignment of the lease, (vi) any guaranty given (including a letter of credit) or leasing commissions payable by the Company or any of its subsidiaries in connection therewith (collectively, the “Lease Documents”) and each amendment to any of the foregoing, and (vii) the name of the lessee. True, correct, and complete copies of all Lease Documents have been made available to Parent. All such current leases and subleases 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 or subleases, any existing material default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the Company or any of its subsidiaries or, to the knowledge of the Company, by the other party to such lease or sublease, or person in the chain of title to such leased premises. (b) Each of the Company and each of its Subsidiaries have subsidiaries has good and valid title to all of their respective properties, interests in properties and assets, real and personal, reflected on the Financial Statementsto, or, in the case of leased properties and assets, valid leasehold or subleasehold interests in such in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in each case its business, free and clear of all Liens any Liens, except for: (i) Liens reflected on the Financial Statementsfor such imperfections of title, (ii) Liens consisting of zoning or planning restrictionsif any, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which that do not materially detract from interfere with the present value ofof the subject property. For purposes of this Section 2.16 only, or materially impair the use of, such property as it is presently used, (iii) Liens for current Taxes, assessments or governmental charges or levies on property terms “property” and “assets” do not yet due or which are being contested in good faith and for which appropriate reserves in accordance with GAAP have been created and (iv) mechanic's, materialmen's and similar Liens arising in the ordinary course of business or by operation of law (collectively, "Permitted Liens")include Intellectual Property Rights. (bc) Section 3.16(b) of the Disclosure Letter sets forth a true, complete and correct list of all real property All tangible assets owned or leased by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries owns any real property. Each of the Company and its Subsidiaries is in compliance subsidiaries have been maintained in all material respects in accordance with the terms of all leases for real property to which it is a party. Neither the Company nor any of its Subsidiaries is a party to any leasegenerally accepted industry practice, assignment or similar arrangement under which the Company or any Subsidiary is a lessor, assignor or otherwise makes available for use by any third party any portion of the owned or leased real property. (c) The facilities, property and equipment owned, leased or otherwise used by the Company or any of its Subsidiaries that are material to the functioning of the businesses of the Company and its Subsidiaries are in a good state of maintenance and repair, free from all material defects and respects in good operating condition (subject to normal and repair, ordinary wear and tear) tear excepted, and suitable are adequate for the purposes for uses to which they are presently usedbeing put. (d) All tangible assets which are leased by the Company or any of its Subsidiaries that are material to the functioning of the businesses of the Company and its Subsidiaries have been maintained with the manufacturers' standards and specifications required by each such lease such that, at each such termination of the lease, such assets can be returned to their owner without any further material obligation on the part of the Company or any of its Subsidiaries with respect thereto.

Title to Properties; Absence of Liens and Encumbrances. (a) The Except as set forth on Section 4.20(a) of the SP Disclosure Schedule, no Company or Subsidiary has an ownership interest in any real property. Section 4.20(a) of the SP Disclosure Schedule sets forth a complete and accurate list of all real property currently leased or subleased by any Company or any Subsidiary, with the name of the lessor and the date of the lease, sublease, assignment of the lease, any guaranty given in connection therewith and each amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to Newport and Buyer. All such current leases and subleases 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 material default or event of default (or event which, with notice or lapse of time, or both, would constitute a material default) by any Company or any Subsidiary or, to Sellers’ Knowledge, by the other party to such lease or sublease, or any other Person in the chain of title to such leased or sub-leased premises. (b) Except as set forth on Section 4.20(b) of the SP Disclosure Schedule, each Company and each of its Subsidiaries have Subsidiary has good and valid title to all of their respective properties, interests in properties and assets, real and personal, reflected on the Financial Statementsto, or, in the case of leased properties and assets, valid leasehold or subleasehold interests in such in, all of its material properties and assets, tangible and intangible, real, personal and mixed, used or held for use in each case its business, free and clear of all Liens any Liens, except for: (i) Liens reflected on the Financial Statementsfor such imperfections of title, (ii) Liens consisting of zoning or planning restrictionsif any, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which that do not materially detract from interfere with the present value of, or materially impair the use of, such property as it is presently used, (iii) Liens for current Taxes, assessments or governmental charges or levies on property not yet due or which are being contested in good faith and for which appropriate reserves in accordance with GAAP have been created and (iv) mechanic's, materialmen's and similar Liens arising in the ordinary course of business or by operation of law (collectively, "Permitted Liens"). (b) Section 3.16(b) of the Disclosure Letter sets forth a true, complete and correct list of all real property leased by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries owns any real subject property. Each For purposes of the Company and its Subsidiaries is in compliance in all material respects with this Section 4.20 only, the terms of all leases for real property to which it is a party. Neither the Company nor any of its Subsidiaries is a party to any lease, assignment or similar arrangement under which the Company or any Subsidiary is a lessor, assignor or otherwise makes available for use by any third party any portion of the owned or leased real “property” and “assets” do not include Intellectual Property. (c) The facilities, No real property and equipment owned, leased or otherwise used is currently subleased by the any Company or any of its Subsidiaries that are material Subsidiary to the functioning of the businesses of the Company and its Subsidiaries are in a good state of maintenance and repair, free from material defects and in good operating condition (subject to normal wear and tear) and suitable for the purposes for which they are presently usedany third party. (d) All tangible assets which are leased by the Company or any of its Subsidiaries that are material to the functioning of the businesses of the Company and its Subsidiaries have been maintained with the manufacturers' standards and specifications required by each such lease such that, at each such termination of the lease, such assets can be returned to their owner without any further material obligation on the part of the Company or any of its Subsidiaries with respect thereto.

Title to Properties; Absence of Liens and Encumbrances. (a) The Company does not own any real property, nor has it ever owned any real property. Schedule 2.12 (a) sets forth a list of all real property ---------------- currently leased by the Company, the name of the lessor and the date of the lease and each amendment thereto. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, and the Company is not, nor to the best of its Subsidiaries have the Company's knowledge, no other party is 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). Neither the operations of the Company on such real property nor such real property, including improvements thereon, violate in any material manner any applicable building code, zoning requirement, or classification or statute relating to the particular property or such operations, and such non-violation is not dependent, in any instance, on so-called non-conforming use exceptions. (b) The Company has good and valid marketable title to all of their respective properties, interests in properties and assets, real and personal, reflected on the Financial Statementsto, or, in the case of leased properties and assets, valid leasehold interests in such in, all of its tangible properties and assets, real, personal and mixed, used or held for use in each case its business, free and clear of all any Liens (as defined in Section 2.10(b)(vii)), except for: (i) as reflected in the Company Financials and except for liens for taxes not yet due and payable, Liens reflected on imposed by law and incurred in the Financial Statementsordinary course of business for obligations not yet due to carriers, (ii) warehouse men, laborers and material men and Liens consisting in respect of zoning pledges or planning restrictionsdeposits under workers' compensation laws, easementsand such imperfections of title and encumbrances, permits if any, which are not material in character, amount or extent, and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value ofvalue, or materially impair interfere with the use ofpresent use, such property as it is presently used, (iii) Liens for current Taxes, assessments or governmental charges or levies on property not yet due or which are being contested in good faith and for which appropriate reserves in accordance with GAAP have been created and (iv) mechanic's, materialmen's and similar Liens arising in the ordinary course of business or by operation of law (collectively, "Permitted Liens"). (b) Section 3.16(b) of the Disclosure Letter sets forth a true, complete and correct list of all real property leased by the Company subject thereto or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries owns any real property. Each of the Company and its Subsidiaries is in compliance in all material respects with the terms of all leases for real property to which it is a party. Neither the Company nor any of its Subsidiaries is a party to any lease, assignment or similar arrangement under which the Company or any Subsidiary is a lessor, assignor or otherwise makes available for use by any third party any portion of the owned or leased real propertyaffected thereby. (c) The Schedule 2.12(c) lists all fixed assets (the "Equipment") owned ---------------- or leased by the Company as of December 31, 1999, and since such date there have been no material additions or deletions to such Equipment. All facilities, property machinery, equipment, fixtures, vehicles, and equipment other properties owned, leased or otherwise used by the Company or any of its Subsidiaries that are material to (i) adequate for the functioning conduct of the businesses business of the Company as currently conducted and its Subsidiaries are in a good state of maintenance and repair, free from material defects and (ii) in good operating condition (condition, regularly and properly maintained, subject to normal wear and tear) tear and suitable reasonably fit and usable for the purposes for which they are presently being used, except where a failure to be in such condition would not have a Material Adverse Effect on the Company. (d) All tangible assets which are leased by the The Company has not sold or otherwise released for distribution any of its Subsidiaries that are material customer files and other customer information relating to the functioning of Company's current and former customers (the businesses "Company Customer Information"). No person other than the Company possesses any claims or rights with respect to use of the Company and its Subsidiaries have been maintained with the manufacturers' standards and specifications required by each such lease such that, at each such termination of the lease, such assets can be returned to their owner without any further material obligation on the part of the Company or any of its Subsidiaries with respect theretoCustomer Information.

Title to Properties; Absence of Liens and Encumbrances. (a) The Company and Except as described in Section 3.15(a) of the SurgiCare Disclosure Schedule, each of its SurgiCare and the SurgiCare Subsidiaries have has good and valid title to all of their respective properties, interests in properties and assets, real and personal, reflected on the Financial Statementsto, or, in the case of leased properties and assets, valid leasehold interests in such in, all of its tangible personal properties and assetsassets owned, used or held for use in each case its business, free and clear of all any Liens except for: (i) for Liens reflected on imposed by Law for Taxes not yet due and payable or which otherwise are owed to materialmen, workmen, carriers, warehousepersons or laborers not in excess of $25,000 in the Financial Statementsaggregate, and (ii) Liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or materially impair the use of, such property as it is presently used, (iii) Liens for current Taxes, assessments or governmental charges or levies on property not yet due or which are being contested in good faith and for which appropriate reserves in accordance with GAAP have been created and (iv) mechanic's, materialmen's and similar Liens arising reflected in the ordinary course of business or by operation of law (collectively, "Permitted Liens")financial statements contained in the Filed SurgiCare SEC Documents. (b) Section 3.16(b3.15(b) of the SurgiCare Disclosure Letter Schedule sets forth a true, correct and complete and correct list of all real property leased and improvements (collectively, the "SurgiCare Real Property") owned by the Company SurgiCare or any SurgiCare Subsidiary. There are no leases, subleases or other occupancy agreements, either written or oral, granting any Person the right of its Subsidiariesuse or occupancy of any SurgiCare Real Property (or portion thereof). Neither the Company nor any of its Subsidiaries owns any real property. Each Except as described in Section 3.15(b) of the Company SurgiCare Disclosure Schedule, SurgiCare (or such SurgiCare Subsidiary as the case may be) has good, clear and its Subsidiaries marketable title to the SurgiCare Real Property and has furnished to IPS true and complete copies of title insurance reports and title insurance policies with respect to the SurgiCare Real Property. No SurgiCare Real Property is in compliance in all material respects with the terms of all leases for real property to which it is a party. Neither the Company nor any of its Subsidiaries is a party subject to any leaseLien except (i) for Liens imposed by Law for Taxes not yet due and payable or that otherwise are owed to materialmen, assignment workmen, carriers, warehousepersons or similar arrangement under which laborers not in excess of $25,000 in the Company aggregate, (ii) as reflected in the financial statements contained in the Filed SurgiCare SEC Documents, or any Subsidiary is a lessor, assignor or otherwise makes available for use by any third party any portion of the owned or leased real property. (ciii) The facilities, property and equipment owned, leased or otherwise used by the Company or any of its Subsidiaries that are material to the functioning of the businesses of the Company and its Subsidiaries are as set forth in a good state of maintenance and repair, free from material defects and in good operating condition (subject to normal wear and tear) and suitable for the purposes for which they are presently used. (d) All tangible assets which are leased by the Company or any of its Subsidiaries that are material to the functioning of the businesses of the Company and its Subsidiaries have been maintained with the manufacturers' standards and specifications required by each such lease such that, at each such termination of the lease, such assets can be returned to their owner without any further material obligation on the part of the Company or any of its Subsidiaries with respect thereto.Section 3.15(b)

Title to Properties; Absence of Liens and Encumbrances. (a) The Company does not currently own and the Predecessor Company has not in the past owned any real property. Section 2.12(a) of the Disclosure Schedule sets forth a true, correct and complete list of all real property currently leased, subleased or licensed by or from the Company or otherwise used or occupied by the Company for the operation of its business (the “Leased Real Property”) and each lease, sublease, license or other occupancy agreement relating to the Leased Real Property to which the Company is a party or by which it is bound, the name of the lessor, licensor, sublessor, master lessor or lessee, the date and term of the lease, license, sublease or other occupancy right and each amendment thereto (the “Lease Agreements”). All Lease Agreements are enforceable, valid and effective in accordance with their respective terms except as such enforceability or effectiveness may be subject to the Laws of general application relating to bankruptcy, insolvency, reorganization and the relief of debtors, the Company has performed all of its Subsidiaries obligations under such leases, and there is not, under any of such leases, any existing default by the Company, no rentals are past due, or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company. The Company has not received any written notice of a default, alleged failure to perform, or any offset or counterclaim with respect to any such Lease Agreement, which has not been fully remedied and withdrawn. (b) The Leased Real Property is in good operating condition and repair (subject to normal wear and tear), and to the Company’s Knowledge, free from material structural, physical and mechanical defects and is structurally sufficient and otherwise suitable for the conduct of the business as presently conducted. Except as set forth in Section 2.12(b) of the Disclosure Schedule, neither the operation of the Company on the Leased Real Property nor, to the Company’s Knowledge, such Leased Real Property, including the improvements thereon, violate any applicable building code, zoning requirement or statute relating to such property or operations thereon, and to the Knowledge of the Company, any such non-violation is not dependent on so-called non-conforming use exceptions. The Company does not owe any brokerage commissions or finders fees with respect to any Leased Real Property and would not owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in such Lease Agreements. The Company has performed all of its obligations under any termination agreements pursuant to which they have terminated any leases, subleases, licenses or other occupancy agreements for real property that are no longer in effect and have no continuing liability with respect to such terminated agreements. (c) The Company has good and valid title to all of their respective properties, interests in properties and assets, real and personal, reflected on the Financial Statementsto, or, in the case of leased properties and assets, valid leasehold interests in such in, all of its tangible properties and assets, real, personal and mixed, used or held for use in each case its business, free and clear of all Liens any Liens, except for: (i) Liens as reflected on in the Financial StatementsCurrent Balance Sheet, and (ii) Liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or materially impair the use of, such property as it is presently used, (iii) Liens for current Taxes, assessments or governmental charges or levies on property Taxes not yet due or which are being contested in good faith and for which appropriate reserves in accordance with GAAP have been created and (iv) mechanic'spayable, materialmen's and similar Liens arising in the ordinary course of business or by operation of law (collectively, "“Permitted Liens"). (b”) and except as set forth in Section 3.16(b2.12(c) of the Disclosure Letter sets forth a true, complete and correct list of all real property Schedule. (d) All equipment owned or leased by the Company or any currently in use and necessary for the conduct of its Subsidiaries. Neither the Company nor any of its Subsidiaries owns any real property. Each of the Company and its Subsidiaries business as presently conducted is in compliance in all material respects with the terms of all leases for real property to which it is a party. Neither the Company nor any of its Subsidiaries is a party to any lease, assignment or similar arrangement under which the Company or any Subsidiary is a lessor, assignor or otherwise makes available for use by any third party any portion of the owned or leased real property. (c) The facilities, property and equipment owned, leased or otherwise used by the Company or any of its Subsidiaries that are material to the functioning of the businesses of the Company and its Subsidiaries are in a good state of maintenance and repair, free from material defects and in good operating condition (condition, regularly and properly maintained, subject to normal wear and tear) and suitable for the purposes for which they are presently used. (d) All tangible assets which are leased by the Company or any of its Subsidiaries that are material to the functioning of the businesses of the Company and its Subsidiaries have been maintained with the manufacturers' standards and specifications required by each such lease such that, at each such termination of the lease, such assets can be returned to their owner without any further material obligation on the part of the Company or any of its Subsidiaries with respect thereto.

Title to Properties; Absence of Liens and Encumbrances. (a) The Company and each of its Subsidiaries have has good and valid title to all of their respective its properties, interests in properties and assets, real and personal, reflected on the Financial Statements, or, in the case of leased properties and assets, valid leasehold interests in such properties and assets, in each case free and clear of all Liens except for: (i) Liens reflected on the Financial Statements, (ii) Liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or materially impair the use of, such property as it is presently used, (iii) Liens for current Taxes, assessments or governmental charges or levies on property not yet due or which are being contested in good faith and for which appropriate reserves in accordance with GAAP have been created and created, (iv) mechanic's, materialmen's and similar Liens arising in the ordinary course of business or by operation of law law, (v) Liens granted pursuant to that certain Loan and Security Agreement by and between the Company and Comerica Bank - California, (vi) Liens on equipment granted to the equipment lessor that leases such equipment to the Company pursuant to equipment leases listed in Section 3.15 of the Disclosure Letter and (vii) Liens on Company Intellectual Property granted to licensors under Inbound License Agreements listed in Section 3.15 of the Disclosure Letter relating to Company Intellectual Property (collectively, "Permitted LiensPERMITTED LIENS"). (b) Section 3.16(b) of the Disclosure Letter sets forth a true, complete and correct list of all real property owned or leased by the Company. The Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries owns any real property. Each of the Company and its Subsidiaries is in compliance in all material respects with the terms of all leases for real property to which it is a party. Neither the The Company nor any of its Subsidiaries is not a party to any lease, assignment or similar arrangement under which the Company or any Subsidiary is a lessor, assignor or otherwise makes available for use by any third party any portion of the owned or leased real property. (c) The facilities, property and equipment owned, leased or otherwise used by the Company or any of its Subsidiaries that are material to the functioning of the businesses business of the Company and its Subsidiaries are in a good state of maintenance and repair, free from material defects and in good operating condition (subject to normal wear and tear) and suitable for the purposes for which they are presently used. (d) All tangible assets which are leased by the Company or any of its Subsidiaries that and are material to the functioning of the businesses business of the Company and its Subsidiaries have been maintained with the manufacturers' standards and specifications required by each such lease such that, at each such termination of the lease, such assets can be returned to their owner without any further material obligation on the part of the Company or any of its Subsidiaries with respect thereto.

Title to Properties; Absence of Liens and Encumbrances. (a) The Company and each of its Subsidiaries have good and valid title to, or have a valid and enforceable right to use or a valid and enforceable leasehold interest in, all real property (including all buildings, fixtures and other improvements thereto) owned by them and material to the conduct of their respective propertiesthe business of the Company and its Subsidiaries, interests taken as a whole, as such business is now being conducted, except for easements granted in properties the ordinary course of business. Neither the Company's nor any of its Subsidiaries' ownership of or leasehold interest in any such property is subject to any mortgage, pledge, lien, option, conditional sale agreement, encumbrance, security interest, title exception or restriction or claim or charge of any kind ("Encumbrances"), except for such Encumbrances as are set forth in the Company Disclosure Schedule or the Company Financials or are not in the aggregate reasonably likely to have a Company Material Adverse Effect. Such property is, in the aggregate, in condition and assetsrepair, real normal wear and personaltear excepted, reflected on adequate in all material respects for the Financial Statementscontinued conduct of the business of the Company and its Subsidiaries, taken as whole, in the manner in which it is currently conducted, except to the extent that the condition of any property is not in the aggregate reasonably likely to have a Company Material Adverse Effect. (b) The Company and its Subsidiaries have good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of their tangible personal properties and assets, used or held for use in their business, and such properties and assets, in each case free as well as all other properties and clear of all Liens except for: (i) Liens reflected on the Financial Statements, (ii) Liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or materially impair the use of, such property as it is presently used, (iii) Liens for current Taxes, assessments or governmental charges or levies on property not yet due or which are being contested in good faith and for which appropriate reserves in accordance with GAAP have been created and (iv) mechanic's, materialmen's and similar Liens arising in the ordinary course of business or by operation of law (collectively, "Permitted Liens"). (b) Section 3.16(b) of the Disclosure Letter sets forth a true, complete and correct list of all real property leased by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries owns any real property. Each assets of the Company and its Subsidiaries is Subsidiaries, whether tangible or intangible, are free and clear of any Encumbrances, except for such Encumbrances as are set forth in compliance the Company Disclosure Schedule or the Company Financials or are not in the aggregate reasonably likely to have a Company Material Adverse Effect. Such property is, in the aggregate, in condition and repair, normal wear and tear excepted, adequate in all material respects with for the terms of all leases for real property to which it is a party. Neither the Company nor any of its Subsidiaries is a party to any lease, assignment or similar arrangement under which the Company or any Subsidiary is a lessor, assignor or otherwise makes available for use by any third party any portion continued conduct of the owned or leased real property. (c) The facilities, property and equipment owned, leased or otherwise used by the Company or any of its Subsidiaries that are material to the functioning of the businesses business of the Company and its Subsidiaries are Subsidiaries, taken as a whole, in a good state of maintenance and repairthe manner in which it is currently conducted, free from material defects and in good operating condition (subject to normal wear and tear) and suitable for the purposes for which they are presently used. (d) All tangible assets which are leased by the Company or any of its Subsidiaries that are material except to the functioning extent that the condition of any property is not in the businesses of the aggregate reasonably likely to have a Company and its Subsidiaries have been maintained with the manufacturers' standards and specifications required by each such lease such that, at each such termination of the lease, such assets can be returned to their owner without any further material obligation on the part of the Company or any of its Subsidiaries with respect theretoMaterial Adverse Effect.

Title to Properties; Absence of Liens and Encumbrances. (a) The Company does not own, and has never owned, any real property or any buildings or other structures nor has options or any contractual obligations to purchase or acquire any interest in real property. Section 4.11(a) of the Company Disclosure Schedule lists all real property leases to which the Company is a party and each amendment thereto. 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 its Subsidiaries such leases, any existing default or event of default (or event that with notice or lapse of time, or both, would constitute a default) that could reasonably be expected to have a Company Material Adverse Effect. (b) The Company is the sole legal and beneficial owner of and has good and valid title to all of their respective properties, interests in properties and assets, real and personal, reflected on the Financial Statementsto, 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, and such properties and assets, in each case as well as all other properties and assets of the Company, whether tangible or intangible, are free and clear of all any Liens, except as reflected in the Company Financial Statements or in Section 4.11(b) of the Company Disclosure Schedule and except for Liens except for: (i) Liens reflected on the Financial Statementsfor taxes not yet due and payable and such imperfections of title and encumbrances, (ii) Liens consisting of zoning if any, that are not material in character, amount or planning restrictionsextent, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value ofvalue, or materially impair interfere with the use ofpresent use, such of the property as it is presently usedsubject thereto or affected thereby, (iii) Liens for current Taxes, assessments or governmental charges or levies on property not yet due or which are being contested in good faith and for which appropriate reserves in accordance with GAAP that have been created and (iv) mechanic's, materialmen's and similar Liens arising arisen in the ordinary course of business and shall be removed within a reasonable period. Such properties and assets, and interests in properties and assets, comprise all properties, assets and interests necessary or by operation of law (collectively, "Permitted Liens"). (b) Section 3.16(b) of useful to operate the Disclosure Letter sets forth a true, complete and correct list of all real property leased Company's business in the same manner as it has been operated by the Company or any of its Subsidiariesin the past. Neither All machinery, furniture and equipment which is necessary to the Company nor any of its Subsidiaries owns any real property. Each business of the Company and its Subsidiaries is in compliance in good condition and repair except for ordinary and reasonable wear and tear, and all material respects with leases of real or personal property to which the Company is a party are fully effective and, to the best knowledge of the Company, afford the Company peaceful and undisturbed possession of the subject matter of the lease subject to the terms of all leases for real property such lease. The Company is not in violation of any zoning, planning, building or safety ordinance, regulation or requirement or other Law applicable to which it is a party. Neither the Company nor any operation of its Subsidiaries is a party to any lease, assignment or similar arrangement under which the Company or any Subsidiary is a lessor, assignor or otherwise makes available for use by any third party any portion of the owned or leased real property. (c) The facilitiesproperties, property except for violations of or liabilities under any of the foregoing which could not, in the aggregate, reasonably be expected to have a Company Material Adverse Effect, and equipment owned, leased or otherwise used by the Company or has not received any notice of its Subsidiaries that are material to the functioning of the businesses of the Company and its Subsidiaries are in a good state of maintenance and repair, free from material defects and in good operating condition (subject to normal wear and tear) and suitable for the purposes for which they are presently usedany such violation. (d) All tangible assets which are leased by the Company or any of its Subsidiaries that are material to the functioning of the businesses of the Company and its Subsidiaries have been maintained with the manufacturers' standards and specifications required by each such lease such that, at each such termination of the lease, such assets can be returned to their owner without any further material obligation on the part of the Company or any of its Subsidiaries with respect thereto.

Title to Properties; Absence of Liens and Encumbrances. (a) The Company and the Company Subsidiaries do not own any real property or any buildings or other structures nor have options or any contractual obligations to purchase or acquire any interest in real property. SECTION 2.11(a) of the Company Disclosure Schedule lists all real property leases to which the Company and the Company Subsidiaries are a party and each amendment thereto. 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 its such leases, any existing default or event of default (or event that with notice or lapse of time, or both, would constitute a default) that could reasonably be expected to have a Company Material Adverse Effect. (b) The Company and the Company Subsidiaries have good and valid title to all of their respective properties, interests in properties and assets, real and personal, reflected on the Financial Statementsto, or, in the case of leased properties and assets, valid leasehold interests in, all of their tangible properties and assets, real, personal and mixed, used or held for use in its business, and such properties and assets, in each case as well as all other properties and assets of the Company and the Company Subsidiaries, whether tangible or intangible, are free and clear of all any liens, pledges, charges, claims, security interests or other encumbrances of any sort ("Liens"), except as reflected in the Audited Financial Statements or in SECTION 2.11(b) of the Company Disclosure Schedule and except for Liens except for: (i) Liens reflected on the Financial Statementsfor Taxes not yet due and payable and such imperfections of title and encumbrances, (ii) Liens consisting of zoning if any, that are not material in character, amount or planning restrictionsextent, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which that do not materially detract from the value ofvalue, or materially impair interfere with the use ofpresent use, such property as it is presently used, (iii) Liens for current Taxes, assessments or governmental charges or levies on property not yet due or which are being contested in good faith and for which appropriate reserves in accordance with GAAP have been created and (iv) mechanic's, materialmen's and similar Liens arising in the ordinary course of business or by operation of law (collectively, "Permitted Liens"). (b) Section 3.16(b) of the Disclosure Letter sets forth a true, complete and correct list of all real property leased by the Company subject thereto or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries owns any real property. Each of the Company and its Subsidiaries is in compliance in all material respects with the terms of all leases for real property to which it is a party. Neither the Company nor any of its Subsidiaries is a party to any lease, assignment or similar arrangement under which the Company or any Subsidiary is a lessor, assignor or otherwise makes available for use by any third party any portion of the owned or leased real propertyaffected thereby. (c) The facilitiesequipment, furniture, leasehold improvements, fixtures, vehicles, any related capitalized items and other tangible property and equipment owned, leased or otherwise used by the Company or any of its Subsidiaries that are material to the functioning of the businesses business of the Company and its the Company Subsidiaries are in a good state of maintenance and repair, free from material defects and in good operating condition (subject to normal and repair, ordinary wear and tear) and suitable for the purposes for which they are presently used. (d) All tangible assets which are leased by tear excepted. SECTION 2.11 of the Company or any Disclosure Schedule sets forth a true and correct summary of its Subsidiaries that are material to the functioning of the businesses capital assets of the Company and its Subsidiaries have been maintained with the manufacturers' standards and specifications required by each such lease such that, at each such termination of the lease, such assets can be returned to their owner without any further material obligation on the part of the Company or any of its Subsidiaries with respect theretoindividual descriptions of major capital assets acquired from January 1, 1999 through August 1, 2001.

Title to Properties; Absence of Liens and Encumbrances. (a) Neither the Company nor any of the Company Subsidiaries owns any real property. Section 3.14(a) of the Company Disclosure Letter lists all real property leases to which the Company or any Company Subsidiary is a party and each amendment thereto. All such current leases are in full force and effect, and, to the Company’s knowledge, 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) that would give rise to a material claim. The Company and each of its the Company Subsidiaries have no leasehold interest in any real property. (b) Each of the Company and the Company Subsidiaries has good and valid title to all of their respective properties, interests in properties and assets, real and personal, reflected on the Financial Statementsto, or, in the case of leased properties and assetsproperties, valid leasehold interests in, all of its material tangible personal property, used or held for use in such properties and assetsits business, in each case free and clear of all any liens, pledges, charges, claims, security interests or other encumbrances of any sort (“Liens”) except for Liens except for: (i) Liens reflected on the Financial Statements, (ii) Liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or materially impair the use of, such property as it is presently used, (iii) Liens for current securing Taxes, assessments or and other governmental charges or levies on property not yet due and payable (excluding any imposed pursuant to any of the provisions of ERISA), and statutory Liens for Taxes that are not yet delinquent or which Taxes that are being contested in good faith and by any appropriate proceedings for which appropriate adequate reserves in accordance with GAAP have been created established in the financial statements included in the Company SEC Reports, (ii) such imperfections in title, Liens and easements as do not materially detract from or interfere with the use of the properties subject thereto or affected thereby or otherwise materially impair business operations involving such properties, (iii) Liens securing debt that is reflected in the financial statements included in the Company SEC Reports, (iv) mechanic'sstatutory or common law Liens to secure landlords, materialmen's lessors or renters under leases or rental agreements, (v) statutory or common law Liens in favor of carriers, warehousemen, mechanics and similar materialmen to secure claims for labor, materials or supplies and other like Liens, (vi) Liens imposed on the underlying fee interest of a landlord or owner in leased property, and (vii) Liens in favor of customs and revenue authorities arising as a matter of legal requirements to secure payments of customs duties in connection with the ordinary course importation of business or by operation goods (each of law the Liens set forth in (collectivelyi) - (vii), "a “Permitted Liens"”). (b) Section 3.16(b) of the Disclosure Letter sets forth a true, complete and correct list of all real property leased by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries owns any real property. Each of the Company and its Subsidiaries is in compliance in all material respects with the terms of all leases for real property to which it is a party. Neither the Company nor any of its Subsidiaries is a party to any lease, assignment or similar arrangement under which the Company or any Subsidiary is a lessor, assignor or otherwise makes available for use by any third party any portion of the owned or leased real property. (c) The facilities, property and equipment owned, leased or otherwise used by the Company or any of its Subsidiaries that are material to the functioning of the businesses of the Company and its Subsidiaries are in a good state of maintenance and repair, free from material defects and in good operating condition (subject to normal wear and tear) and suitable for the purposes for which they are presently used. (d) All tangible assets which are leased by the Company or any of its Subsidiaries that are material to the functioning of the businesses of the Company and its Subsidiaries have been maintained with the manufacturers' standards and specifications required by each such lease such that, at each such termination of the lease, such assets can be returned to their owner without any further material obligation on the part of the Company or any of its Subsidiaries with respect thereto.

Title to Properties; Absence of Liens and Encumbrances. (a) The Company R▇▇▇▇▇▇▇ and each of its Subsidiaries have good and valid marketable title to all of their respective properties, interests in properties and assets, real and personal, reflected on the Financial Statements, or, in the case of leased properties and assets, valid leasehold interests in such properties and assets, in each case free and clear of all Liens except for: (i) Liens reflected on the Financial Statements, (ii) Liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which that do not materially detract from the value of, or materially impair the use of, such property as it is presently or proposed to be used, (iii) Liens for current Taxes, assessments or governmental charges or levies on property not yet due or which that are being contested in good faith and for which appropriate reserves in accordance with GAAP have been created and created, (iv) mechanic'sstatutory or common law Liens to secure landlords, materialmen's lessors or renters under leases or rental agreements confined to the premises rented, (v) statutory or common law Liens in favor of carriers, warehousemen, mechanics and similar materialmen to secure claims for labor, materials or supplies and other like Liens arising in the ordinary course and (vi) restrictions on transfer of business or securities imposed by operation of law applicable state and federal securities laws (collectively, "“Permitted Liens"”). (b) Section 3.16(b2.15(b) of the R▇▇▇▇▇▇▇ Disclosure Letter sets forth a true, an accurate and complete and correct list of all real property owned or leased by the Company R▇▇▇▇▇▇▇ or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries owns any real property. Each of the Company R▇▇▇▇▇▇▇ and its Subsidiaries is in compliance in all material respects with the terms of all leases for real property to which it is a party. Each lease is in full force and effect and constitutes a binding obligation of each landlord, lessor or sublessor thereunder, enforceable against such landlord, lessor or sublessor in accordance with its terms. No event has occurred that constitutes, or that with the giving of notice or the passage of time or both would constitute, a material default under any lease by either R▇▇▇▇▇▇▇ or by the Surviving Corporation after the Closing, any of its Subsidiaries or by any other party to any such lease. Neither the Company R▇▇▇▇▇▇▇ nor any of its Subsidiaries is a party to any lease, assignment or similar arrangement under which the Company R▇▇▇▇▇▇▇ or any Subsidiary of its Subsidiaries is a lessor, assignor or otherwise makes available for use by any third party any portion of the owned or leased real property. (c) The facilities, property and equipment owned, leased or otherwise used by the Company R▇▇▇▇▇▇▇ or any of its Subsidiaries that are material to the functioning of the businesses of the Company and its Subsidiaries are in a good state of maintenance and repair, free from material defects and in good operating condition (subject to normal wear and tear) and suitable for the purposes for which they are presently used. (d) All tangible assets which that are leased by the Company R▇▇▇▇▇▇▇ or any of its Subsidiaries that are material to the functioning of the businesses of the Company and its Subsidiaries have been maintained with the manufacturers' ’ standards and specifications required by each such lease such that, that at each such termination of the lease, lease such assets can be returned to their owner without any further material obligation on the part of the Company R▇▇▇▇▇▇▇ or any of its Subsidiaries with respect thereto.

Title to Properties; Absence of Liens and Encumbrances. (a) 1. The Company and each of its Subsidiaries have good and valid title to, or have a valid and enforceable right to use or a valid and enforceable leasehold interest in, all real property (including all buildings, fixtures and other improvements thereto) owned by them and material to the conduct of their respective propertiesthe business of the Company and its Subsidiaries, interests taken as a whole, as such business is now being conducted, except for easements granted in properties the ordinary course of business. Neither the Company's nor any of its Subsidiaries' ownership of or leasehold interest in any such property is subject to any mortgage, pledge, lien, option, conditional sale agreement, encumbrance, security interest, title exception or restriction or claim or charge of any kind ("Encumbrances"), except for such Encumbrances as are set forth in the Company Disclosure Schedule or the Company Financials or are not in the aggregate reasonably likely to have a Company Material Adverse Effect. Such property is, in the aggregate, in condition and assetsrepair, real normal wear and personaltear excepted, reflected on adequate in all material respects for the Financial Statementscontinued conduct of the business of the Company and its Subsidiaries, taken as whole, in the manner in which it is currently conducted, except to the extent that the condition of any property is not in the aggregate reasonably likely to have a Company Material Adverse Effect. 2. The Company and its Subsidiaries have good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of their tangible personal properties and assets, used or held for use in their business, and such properties and assets, in each case free as well as all other properties and clear of all Liens except for: (i) Liens reflected on the Financial Statements, (ii) Liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or materially impair the use of, such property as it is presently used, (iii) Liens for current Taxes, assessments or governmental charges or levies on property not yet due or which are being contested in good faith and for which appropriate reserves in accordance with GAAP have been created and (iv) mechanic's, materialmen's and similar Liens arising in the ordinary course of business or by operation of law (collectively, "Permitted Liens"). (b) Section 3.16(b) of the Disclosure Letter sets forth a true, complete and correct list of all real property leased by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries owns any real property. Each assets of the Company and its Subsidiaries is Subsidiaries, whether tangible or intangible, are free and clear of any Encumbrances, except for such Encumbrances as are set forth in compliance the Company Disclosure Schedule or the Company Financials or are not in the aggregate reasonably likely to have a Company Material Adverse Effect. Such property is, in the aggregate, in condition and repair, normal wear and tear excepted, adequate in all material respects with for the terms of all leases for real property to which it is a party. Neither the Company nor any of its Subsidiaries is a party to any lease, assignment or similar arrangement under which the Company or any Subsidiary is a lessor, assignor or otherwise makes available for use by any third party any portion continued conduct of the owned or leased real property. (c) The facilities, property and equipment owned, leased or otherwise used by the Company or any of its Subsidiaries that are material to the functioning of the businesses business of the Company and its Subsidiaries are Subsidiaries, taken as a whole, in a good state of maintenance and repairthe manner in which it is currently conducted, free from material defects and in good operating condition (subject to normal wear and tear) and suitable for the purposes for which they are presently used. (d) All tangible assets which are leased by the Company or any of its Subsidiaries that are material except to the functioning extent that the condition of any property is not in the businesses of the aggregate reasonably likely to have a Company and its Subsidiaries have been maintained with the manufacturers' standards and specifications required by each such lease such that, at each such termination of the lease, such assets can be returned to their owner without any further material obligation on the part of the Company or any of its Subsidiaries with respect theretoMaterial Adverse Effect.

Title to Properties; Absence of Liens and Encumbrances. (a) The Company and each of its Subsidiaries have has good and valid title to all of their respective its properties, interests in properties and assets, real and personal, reflected on the Financial Statements, or, in the case of leased properties and assets, valid leasehold interests in such properties and assets, in each case free and clear of all Liens except for: (i) Liens reflected on the Financial Statements, (ii) Liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or materially impair the use of, such property as it is presently used, (iii) Liens for current Taxes, assessments or governmental charges or levies on property not yet due or which are being contested in good faith and for which appropriate reserves in accordance with GAAP have been created and created, (iv) mechanic's’s, materialmen's ’s and similar Liens arising in the ordinary course of business or by operation of law law, (v) Liens granted pursuant to that certain Loan and Security Agreement by and between the Company and Comerica Bank – California, (vi) Liens on equipment granted to the equipment lessor that leases such equipment to the Company pursuant to equipment leases listed in Section 3.15 of the Disclosure Letter and (vii) Liens on Company Intellectual Property granted to licensors under Inbound License Agreements listed in Section 3.15 of the Disclosure Letter relating to Company Intellectual Property (collectively, "“Permitted Liens"”). (b) Section 3.16(b) of the Disclosure Letter sets forth a true, complete and correct list of all real property owned or leased by the Company. The Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries owns any real property. Each of the Company and its Subsidiaries is in compliance in all material respects with the terms of all leases for real property to which it is a party. Neither the The Company nor any of its Subsidiaries is not a party to any lease, assignment or similar arrangement under which the Company or any Subsidiary is a lessor, assignor or otherwise makes available for use by any third party any portion of the owned or leased real property. (c) The facilities, property and equipment owned, leased or otherwise used by the Company or any of its Subsidiaries that are material to the functioning of the businesses business of the Company and its Subsidiaries are in a good state of maintenance and repair, free from material defects and in good operating condition (subject to normal wear and tear) and suitable for the purposes for which they are presently used. (d) All tangible assets which are leased by the Company or any of its Subsidiaries that and are material to the functioning of the businesses business of the Company and its Subsidiaries have been maintained with the manufacturers' ’ standards and specifications required by each such lease such that, at each such termination of the lease, such assets can be returned to their owner without any further material obligation on the part of the Company or any of its Subsidiaries with respect thereto.

Title to Properties; Absence of Liens and Encumbrances. (a) The Company and each of its Subsidiaries have good and valid title to all of their respective properties, interests in properties and assets, real and personal, reflected on the Financial Statements, or, in the case of leased properties and assets, valid leasehold interests in such properties and assets, in each case free and clear of all Liens except for: (i) Liens reflected on the Financial Statements, (ii) Liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or materially impair the use of, such property as it is presently used, (iii) Liens for current Taxes, assessments or governmental charges or levies on property not yet due or which are being contested in good faith and for which appropriate reserves in accordance with GAAP United States generally accepted accounting principles have been created and (iv) mechanic's, materialmen's and similar Liens arising in the ordinary course of business or by operation of law (collectively, "Permitted LiensPERMITTED LIENS"). (b) Section 3.16(b2.16(b) of the Disclosure Letter sets forth a true, complete and correct list of all real property owned or leased by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries owns any real property. Each of the Company and its Subsidiaries is in compliance in all material respects with the terms of all leases for real property to which it is a party. Neither the Company nor any of its Subsidiaries is a party to any lease, assignment or similar arrangement under which the Company or any Subsidiary is a lessor, assignor or otherwise makes available for use by any third party any portion of the owned or leased real property. (c) The facilities, property and equipment owned, leased or otherwise used by the Company or any of its Subsidiaries that are material to the functioning of the businesses of the Company and its Subsidiaries are in a good state of maintenance and repair, free from material defects and in good operating condition (subject to normal wear and tear) and suitable for the purposes for which they are presently used. (d) All tangible assets which are leased by the Company or any of its Subsidiaries that are material to the functioning of the businesses of the Company and its Subsidiaries have been maintained with the manufacturers' standards and specifications required by each such lease such that, that at each such termination of the lease, lease such assets can be returned to their owner without any further material obligation on the part of the Company or any of its Subsidiaries with respect thereto.

Title to Properties; Absence of Liens and Encumbrances. (a) The Company and each of its Subsidiaries have good and valid title to all of their respective properties, interests in properties and assets, real and personal, reflected on the Financial Statements, or, in the case of leased properties and assets, valid leasehold interests in such properties and assets, in each case free and clear of all Liens except for: (i) Liens reflected on the Financial Statements, (ii) Liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or materially impair the use of, such property as it is presently used, (iii) Liens for current Taxes, assessments or governmental charges or levies on property not yet due or which are being contested in good faith and for which appropriate reserves in accordance with GAAP have been created and (iv) mechanic's, materialmen's and similar Liens arising in the ordinary course of business or by operation of law (collectively, "Permitted LiensPERMITTED LIENS"). (b) Section 3.16(b) of the Disclosure Letter sets forth a true, complete and correct list of all real property owned or leased by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries owns any real property. Each of the Company and its Subsidiaries is in compliance in all material respects with the terms of all leases for real property to which it is a party. Neither the Company nor any of its Subsidiaries is a party to any lease, assignment or similar arrangement under which the Company or any Subsidiary is a lessor, assignor or otherwise makes available for use by any third party any portion of the owned or leased real property. (c) The facilities, property and equipment owned, leased or otherwise used by the Company or any of its Subsidiaries that are material to the functioning of the businesses of the Company and its Subsidiaries are in a good state of maintenance and repair, free from material defects and in good operating condition (subject to normal wear and tear) and suitable for the purposes for which they are presently used. (d) All tangible assets which are leased by the Company or any of its Subsidiaries that are material to the functioning of the businesses of the Company and its Subsidiaries have been maintained with the manufacturers' standards and specifications required by each such lease such that, at each such termination of the lease, such assets can be returned to their owner without any further material obligation on the part of the Company or any of its Subsidiaries with respect thereto.

Title to Properties; Absence of Liens and Encumbrances. (a) The Neither the Company nor any Subsidiary has an ownership interest in any real property, nor has it ever had an ownership interest in any real property. Section 2.17 of the Company Disclosure Schedule sets forth a complete and accurate list of all real property currently leased or subleased by the Company or any Subsidiary, with the name of the lessor and the date of the lease, sublease, assignment of the lease, any guaranty given or leasing commissions payable by the Company or any Subsidiary in connection therewith and each amendment to any of the foregoing (collectively, the "LEASE DOCUMENTS"). True, correct and complete copies of all Lease Documents have been delivered or made available to Parent or Parent's counsel. All such current leases and subleases 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 material default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the Company or any Subsidiary or, to the Company's knowledge, by the other party to such lease or sublease, or person in the chain of title to such leased premises. (b) Each of the Company and each of its Subsidiaries have has good and valid title to all of their respective properties, interests in properties and assets, real and personal, reflected on the Financial Statementsto, or, in the case of leased properties and assets, valid leasehold or subleasehold interests in such in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in each case its business, free and clear of all Liens any Liens, except for: (i) Liens reflected on the Financial Statementsfor such imperfections of title, (ii) Liens consisting of zoning or planning restrictionsif any, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which that do not materially detract from interfere with the present value of, or materially impair the use of, such property as it is presently used, (iii) Liens for current Taxes, assessments or governmental charges or levies on property not yet due or which are being contested in good faith and for which appropriate reserves in accordance with GAAP have been created and (iv) mechanic's, materialmen's and similar Liens arising in the ordinary course of business or by operation of law (collectively, "Permitted Liens"). (b) Section 3.16(b) of the Disclosure Letter sets forth a true, complete and correct list of all real property leased by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries owns any real subject property. Each For purposes of the Company and its Subsidiaries is in compliance in all material respects with this Section 2.17 only, the terms of all leases for real property to which it is a party. Neither the Company nor any of its Subsidiaries is a party to any lease, assignment or similar arrangement under which the Company or any Subsidiary is a lessor, assignor or otherwise makes available for use by any third party any portion of the owned or leased real "property" and "assets" do not include Intellectual Property. (c) The facilities, property and equipment owned, leased or otherwise used by the Company or any of its Subsidiaries that are material to the functioning of the businesses of the Company and its Subsidiaries are in a good state of maintenance and repair, free from material defects and in good operating condition (subject to normal wear and tear) and suitable for the purposes for which they are presently used. (d) All tangible assets which are leased by the Company or any of its Subsidiaries that are material to the functioning of the businesses of the Company and its Subsidiaries have been maintained with the manufacturers' standards and specifications required by each such lease such that, at each such termination of the lease, such assets can be returned to their owner without any further material obligation on the part of the Company or any of its Subsidiaries with respect thereto.

Title to Properties; Absence of Liens and Encumbrances. (a) The Company and each of its Subsidiaries have good and valid title to all of their respective properties, interests in properties and assets, real and personal, reflected on the Financial Statements, or, in the case of leased properties and assets, valid leasehold interests in such properties and assets, in each case free and clear of all Liens except for: (i) Liens reflected on the Financial Statements, (ii) Liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or materially impair the use of, such property as it is presently used, (iii) Liens for current Taxes, assessments or governmental charges or levies on property not yet due delinquent or which are being contested in good faith and for which appropriate reserves in accordance with GAAP have been created, (iv) mechanic’s, materialmen’s and other laborer’s Liens arising in the ordinary course of business or by operation of law which are being contested in good faith and for which appropriate reserves in accordance with GAAP have been created and (ivv) mechanic'smatters reflected on Schedule B of Lawyers Title Insurance Corporation title commitments 55457, materialmen's 55458 and similar Liens arising in 55459, all dated September 16, 2003 (the ordinary course of business or by operation of law “Title Commitments”) (collectively, "“Permitted Liens"”). (b) Section 3.16(b2.9(b) of the Disclosure Letter sets forth a true, complete and correct list of all real property owned or leased by the Company or any of its SubsidiariesSubsidiaries (the “Real Property”). Neither With respect to the Real Property owned by the Company nor and/or any of its Subsidiaries owns any real property. Each Subsidiaries: (i) Except as set forth in Section 2.9(b)(i) of the Company and its Subsidiaries is in compliance in all material respects with the terms of all leases for real property to which it is a party. Neither Disclosure Letter, neither the Company nor any of its Subsidiaries is a party to any leaseoutstanding contract or agreement providing for or requiring it to convey its interest in such Real Property (or any portion thereof) to any other person or entity, assignment and except for any Permitted Lien no other person or entity has any beneficial or equitable right, title or interest in any of the Real Property (or any portion thereof). (ii) None of the Company, any of its Subsidiaries or any other person or entity in occupancy of or involved with the operation or use of any of the Real Property has committed any act or omission affording the federal government or any state or local government the right of forfeiture as against the Real Property (or any portion thereof). (iii) No person or entity has any option to purchase the Real Property (or any portion thereof or any interest therein). (iv) Except as set forth in Section 2.9(b)(iv) of the Disclosure Letter, none of the Real Property or the improvements located thereon have been damaged by fire, water, wind or other cause of loss, or any such damage has been fully restored. (v) Except as set forth in Section 2.9(b)(v) of the Disclosure Letter, none of the Real Property or improvements located thereon (or any portion thereof) have been taken in condemnation or other similar proceeding and, to the best of the Company’s knowledge, no condemnation or similar arrangement under proceeding is pending, threatened or known to be contemplated for the partial or total condemnation or taking of any of the Real Property or improvements located thereon. (vi) The Real Property (other than the Non-Operating Assets), taken as a whole, has adequate rights of access to public ways and is served by adequate water, sewer, sanitary sewer and storm drain facilities for the Company’s current use. (vii) Each parcel of the Real Property consists of a single tax lot or multiple tax lots. No portion of said tax lot or lots covers other property and no portion of said tax lot or lots lies in any other tax lot. Each parcel of the Real Property consists of one or more legally subdivided lots. (viii) All parties furnishing labor and materials with respect to the Real Property have been paid in full and there are no mechanics’, laborers’ or materialmen’s Liens outstanding for work, labor or materials affecting the Real Property, except those mechanics’, laborers’ or materialmen’s Liens which constitute Permitted Liens. (ix) The use of the Real Property (other than the Non-Operating Assets) and all improvements located thereon, taken as a whole, complies with all applicable laws, zoning and subdivision ordinances, rules, regulations, covenants and restrictions affecting or otherwise relating to the ownership, construction, occupancy, use or operation of the Real Property and improvements located thereon in all material respects, and neither the Company or nor any Subsidiary is a lessor, assignor or otherwise makes available for use by of its Subsidiaries have received any third party written notice of any portion violation of any of the foregoing in the five years prior to the date of this Agreement. (x) The Company has provided complete copies of the Company’s existing ALTA policies, if any, for each parcel of Real Property owned or leased real propertyby the Company. (xi) The Company shall own the Real Property (other than the Non-Operating Assets) at the Closing free and clear of any and all Liens other than Permitted Liens. (c) With respect to the Real Property leased by the Company and/or its Subsidiaries: (i) True, correct and complete copies of each of the written leases for such Real Property (the “Leases”) have been delivered to Parent in connection herewith; (ii) To the best of the Company’s knowledge, no material default has occurred and is continuing under the Leases and neither the Company nor any of its Subsidiaries have received any written notice of default or termination from the landlord or any other party under any of the Leases; and (iii) The Leases were entered into in the ordinary course of business, are in full force and effect and are enforceable against all parties thereto in accordance with their terms. (d) Except as disclosed in Section 2.9(d) of the Disclosure Letter, the facilities, improvements to real property and equipment owned, leased or otherwise used with a fair market value of greater than $20,000 owned by the Company or any of its Subsidiaries that are material to the functioning of the businesses of the Company and its Subsidiaries Subsidiaries, are in a good satisfactory state of maintenance and repair, free from material defects repair and in good satisfactory operating condition (subject to normal wear and tear) and suitable for the purposes for which they are presently used. (de) All tangible assets which are equipment or other personal property leased by the Company or any of its Subsidiaries is in satisfactory operating condition (subject to normal wear and tear) so that are material to the functioning of the businesses of the Company and its Subsidiaries have been maintained with the manufacturers' standards and specifications required by each such lease such that, at each such termination of the lease, such assets can it may be returned to their its owner at the expiration of the lease without any further material obligation on the part of the Company or any of its Subsidiaries with respect theretoSubsidiaries.

Title to Properties; Absence of Liens and Encumbrances. (ai) None of the real property used or occupied by the Company or any of its Subsidiaries, in each case, together with all build out, fixtures and improvements created thereon (“Real Property”), is owned by the Company or any of its Subsidiaries, nor has the Company or any of its Subsidiaries ever owned any Real Property. All of the Real Property is leased or subleased by the Company or one of its Subsidiaries, or the Company or one of its Subsidiaries has an interest in such Real Property pursuant to a warehousing, license or occupancy agreement (“Leased Real Property”). (ii) Schedule 3.12(a)(ii) sets forth all leases, subleases and other agreements pursuant to which the Company and each of its Subsidiaries derives its rights in the Leased Real Property (the “Leases”), including, with respect to each such Lease, the identity of the landlord or sublandlord, the addresses, the date of such Lease and each amendment thereto, and the aggregate annual rent. (iii) The Leases are valid, binding and enforceable in accordance with their respective terms, and there does not exist under any such Lease any material default by the Company or any of its Subsidiaries or, to the Company’s knowledge, by any other Person, or any event that, with or without notice or lapse of time or both, would constitute a material default by the Company or any of its Subsidiaries or, to the Company’s knowledge, by any other Person. The Company has delivered to Parent complete copies of all Leases, including all amendments and agreements related thereto, and the Leases constitute the entire agreement between the Company or any of its Subsidiaries and each landlord or sublandlord with respect to the Leased Real Property. All rent and other charges currently due and payable under the Leases have been paid. (iv) The Company or one of its Subsidiaries is the holder of the tenant’s interest under the Leases and has not assigned the Leases nor subleased all or any portion of the premises leased thereunder. Neither the Company nor any of its Subsidiaries has made any material alterations, additions or improvements to the premises leased under the Leases that are required to be removed (or of which any landlord or sublandlord could require removal) at the termination of the respective Lease terms. The Company or one of its Subsidiaries owns or leases all trade fixtures, equipment and personal property located in the premises leased under the Leases and the landlords thereunder have no Lien thereon or claim thereto. (b) The Company and each of its Subsidiaries have has good and valid title to all of their respective properties, interests in properties and assets, real and personal, reflected on the Financial Statementsto, or, in the case of leased properties and assets, valid leasehold interests in such in, all of the material tangible properties and assets, real, personal and mixed, used or held for use in each case its business, free and clear of all any Liens except for: (i) Liens reflected on the Financial Statementsand such imperfections of title and encumbrances, (ii) Liens consisting of zoning if any, which are not material in character, amount or planning restrictionsextent, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value ofvalue, or materially impair interfere with the use ofpresent use, such property as it is presently used, (iii) Liens for current Taxes, assessments or governmental charges or levies on property not yet due or which are being contested in good faith and for which appropriate reserves in accordance with GAAP have been created and (iv) mechanic's, materialmen's and similar Liens arising in the ordinary course of business or by operation of law (collectively, "Permitted Liens"). (b) Section 3.16(b) of the Disclosure Letter sets forth a true, complete and correct list of all real property leased by the Company subject thereto or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries owns any real property. Each of the Company and its Subsidiaries is in compliance in all material respects with the terms of all leases for real property to which it is a party. Neither the Company nor any of its Subsidiaries is a party to any lease, assignment or similar arrangement under which the Company or any Subsidiary is a lessor, assignor or otherwise makes available for use by any third party any portion of the owned or leased real propertyaffected thereby. (c) The facilitiesExcept as set forth on Schedule 3.12(c), property and equipment all material tangible personal properties owned, leased or otherwise used by the Company or any of its Subsidiaries that are material to the functioning of the businesses of the Company and its Subsidiaries are in a good state of maintenance and repairreasonable operating condition, free from material defects and in good operating condition (subject to normal wear and tear) , and suitable reasonably fit and usable for the purposes for which they are presently being used. (d) All tangible assets which are leased by Except as set forth on Schedule 3.12(d), neither the Company nor any of its Subsidiaries has sold, transferred, disclosed, made available to the public or otherwise released for distribution any of its customer files and other customer information relating to the Company’s or any of its Subsidiaries’ current and former customers (the “Company Customer Information”), except as authorized in writing by the applicable customer. Except for information as provided to sales representatives (which information is subject to a customary non-disclosure agreement), no Person other than the Company or one of its Subsidiaries that are material possesses or has any claims or rights with respect to the functioning of the businesses use of the Company and its Subsidiaries have been maintained with the manufacturers' standards and specifications required by each such lease such that, at each such termination Customer Information as a result of the lease, Company’s or such assets can be returned to their owner without any further material obligation on the part of the Company or any of its Subsidiaries with respect theretoSubsidiary’s actions.

Title to Properties; Absence of Liens and Encumbrances. (a) The Company and each of its Subsidiaries have good and valid title to all of their respective properties, interests in properties and assets, real and personal, reflected on the Financial Statements, or, in the case of leased properties and assets, valid leasehold interests in such properties and assets, in each case free and clear of all Liens except for: (i) Liens reflected on the Financial Statements, (ii) Liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or materially impair the use of, such property as it is presently used, (iii) Liens for current Taxes, assessments or governmental charges or levies on property not yet due or which are being contested in good faith and for which appropriate reserves in accordance with GAAP have been created and (iv) mechanic's, materialmen's and similar Liens arising in the ordinary course of business or by operation of law (collectively, "Permitted Liens"). (b) Section 3.16(b) of the Disclosure Letter sets forth a true, complete and correct list of all real property leased by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries owns any real property. Each of the Company Schedule 2.18(a) sets forth a true, correct and its Subsidiaries is in compliance in all material respects with the terms complete list of all leases for real property leased to which it is a party. Neither the Company nor any of its Subsidiaries is a party to any lease, assignment or similar arrangement under which the Company or any Subsidiary is a lessor, assignor or otherwise makes available for use by any third party any portion of the owned or leased real property. (c) The facilities, property and equipment owned, leased or otherwise used by the Company or any of its Subsidiaries that are material to or in which any of them has an interest (collectively, the functioning "Real Property"), and includes the address of the businesses property, the name and address of the parties to all leases, the expiration date of all leases, the monthly rent as of the Closing paid under all leases and any additional rent currently payable under each lease. The Company and or one of its Subsidiaries are has a valid leasehold interest in a good state of maintenance and repair, free from material defects and in good operating condition (subject to normal wear and tear) and suitable for the purposes for which they are presently used. (d) All tangible assets which are all Real Property leased by the Company or any of its Subsidiaries that are material free and clear of all Liens except (a) those reflected or reserved against in the latest balance sheet of the Company contained in the Company SEC Filings and (b) taxes and general and special assessments not in default and payable without penalty and interest. (b) With respect to the functioning of the businesses Real Property of the Company and its Subsidiaries, (i) each of the agreements by which the Company has obtained a leasehold interest in such Real Property leased by the Company (individually, a "Lease" and collectively, the "Leases") is in full force and effect in accordance with its respective terms and the Company or one of its Subsidiaries is the holder of the lessee's or tenant's interest thereunder; (ii) to the knowledge of the Company, there exists no material default under any Lease and no circumstance exists which, with the giving of notice, the passage of time or both, could result in such a default; (iii) the Company and each of its Subsidiaries have been maintained complied in all material respects with the manufacturers' standards and specifications required by timely performed all conditions, covenants, undertakings and obligations on their parts to be complied with or performed under each such lease such that, at each such termination of the leaseLeases; (iv) to the knowledge of the Company, the landlords, and their assignees, as applicable, under all the Leases have complied in all material respects with and timely performed all conditions, covenants, undertakings and obligations on their parts to be complied with or performed under each of the Leases; (v) the Company and each of its Subsidiaries have paid all rents and other charges to the extent due and payable under the Leases; (vi) there are no material expenditures that are required or are reasonably likely to be required under the provisions of any Lease for any purpose other than the payment of rent or other charges due under such assets can be returned Leases as provided therein; (vii) there are no pending or, to their owner without the knowledge of the Company, threatened, condemnation, eminent domain or similar proceedings with respect to any further material obligation on of the part premises leased under any of the Leases; and (viii) there are no leases, subleases, licenses, concessions or any other Contracts granting to any Person or entity other than the Company or any of its Subsidiaries any right to the possession, use, occupancy or enjoyment of any Real Property or any portion thereof. (c) Except as reflected in the most recent balance sheet contained in the Company SEC Filings, as set forth on Schedule 2.18(c), and except for assets disposed of since September 30, 2002 in the ordinary course of business and consistent with respect theretopast practice, each of the Company and its Subsidiaries has good and valid title to all its owned assets and properties (other than the Real Property), in each case free and clear of all Liens, other than (x) Liens for taxes not yet delinquent or (y) security interests securing indebtedness not in default for the purchase price of or lease rental payments on property purchased or leased under capital lease arrangements in the ordinary course of business or (z) such imperfections and irregularities of title or Liens as do not affect the use of the properties or assets subject thereto or affected thereby, do not subject the Company or any of its Subsidiaries to any liability, or do not otherwise materially impair business operations at such properties. The properties and assets presently owned, leased or licensed by the Company and its Subsidiaries include all properties and assets necessary to permit the Company and its Subsidiaries to conduct their businesses in all material respects in the same manner as their businesses are being conducted as of the date of this Agreement.

Title to Properties; Absence of Liens and Encumbrances. (a) The Company and each of its Subsidiaries have good and valid title to all of their respective properties, interests in properties and assets, real and personal, reflected on the Financial Statements, or, in the case of leased properties and assets, valid leasehold interests in such properties and assets, in each case free and clear of all Liens except for: (i) Liens reflected on the Financial Statements, (ii) Liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or materially impair the use of, such property as it is presently used, (iii) Liens for current Taxes, assessments or governmental charges or levies on property not yet due or which are being contested in good faith and for which appropriate reserves in accordance with GAAP United States generally accepted accounting principles have been created and (iv) mechanic's’s, materialmen's ’s and similar Liens arising in the ordinary course of business or by operation of law (collectively, "“Permitted Liens"”). (b) Section 3.16(b2.16(b) of the Disclosure Letter sets forth a true, complete and correct list of all real property owned or leased by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries owns any real property. Each of the Company and its Subsidiaries is in compliance in all material respects with the terms of all leases for real property to which it is a party. Neither the Company nor any of its Subsidiaries is a party to any lease, assignment or similar arrangement under which the Company or any Subsidiary is a lessor, assignor or otherwise makes available for use by any third party any portion of the owned or leased real property. (c) The facilities, property and equipment owned, leased or otherwise used by the Company or any of its Subsidiaries that are material to the functioning of the businesses of the Company and its Subsidiaries are in a good state of maintenance and repair, free from material defects and in good operating condition (subject to normal wear and tear) and suitable for the purposes for which they are presently used. (d) All tangible assets which are leased by the Company or any of its Subsidiaries that are material to the functioning of the businesses of the Company and its Subsidiaries have been maintained with the manufacturers' ’ standards and specifications required by each such lease such that, that at each such termination of the lease, lease such assets can be returned to their owner without any further material obligation on the part of the Company or any of its Subsidiaries with respect thereto.

Title to Properties; Absence of Liens and Encumbrances. Condition ----------------------------------------------------------------- of Equipment ------------ (a) The Company Section 2.19(a) of the Disclosure Schedule contains a true and each correct list of its Subsidiaries have good and valid title to all of their respective properties, interests in properties and assets, real and personal, reflected on the Financial Statements, or, in the case of leased properties and assets, valid leasehold interests in such properties and assets, in each case free and clear of all Liens except for: (i) Liens reflected on each parcel of real property leased, utilized and/or operated by the Financial StatementsCompany (as lessor or lessee or otherwise) (the "Leased Real Property"), (ii) each parcel of owned property (the "Owned Property") and (ii) all Liens consisting of zoning relating to or planning restrictions, easements, permits and other restrictions or limitations on the use affecting any parcel of real property referred to in clause (i) or irregularities in title thereto (ii) to which do not materially detract from the value of, or materially impair the use of, such property as it Company is presently used, (iii) Liens for current Taxes, assessments or governmental charges or levies on property not yet due or which are being contested in good faith and for which appropriate reserves in accordance with GAAP have been created and (iv) mechanic's, materialmen's and similar Liens arising in the ordinary course of business or by operation of law (collectively, "Permitted Liens")a party. (b) Except as disclosed in Section 3.16(b2.19(b) of the Disclosure Letter sets forth a trueSchedule, complete the Owned Real Property and correct list of all real property leased by improvements on the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries owns any real property. Each of the Company Leased Real Property (A) comply with and its Subsidiaries is are operated in compliance accordance with all applicable Liens, Approvals, Contracts, covenants and restrictions and (B) are in all material respects with the terms of all leases for real property to which it is a party. Neither the Company nor any of its Subsidiaries is a party to any lease, assignment or similar arrangement under which the Company or any Subsidiary is a lessor, assignor or otherwise makes available for use by any third party any portion of the owned or leased real property. (c) The facilities, property in good operating condition and equipment owned, leased or otherwise used by the Company or any of its Subsidiaries that are material to the functioning of the businesses of the Company and its Subsidiaries are in a good state of good maintenance and repair, free from material defects and in good operating condition (subject to normal ordinary wear and tear) tear excepted, and such Owned Real Property and improvements are in all material respects adequate and suitable for the purposes for which they are presently usedbeing used and there are no condemnation or appropriation proceedings pending or, to the knowledge of the Company Shareholders, threatened against any of such real property or the improvements thereon. (c) The Company is in possession of and has good and marketable title to, or has valid leasehold interests in or valid rights under Contract to use, all tangible personal property used in the conduct of its business, including all tangible personal property reflected on the Financial Statements and tangible personal property acquired since the Audited Financial Statement Date, other than property disposed of since such date in the ordinary course of business consistent with past practice. All tangible personal property owned (including plant, property and equipment) by the Company is free and clear of all Liens, and is in good working order and condition in all material respects, ordinary wear and tear excepted. (d) All tangible assets which are leased by The Company is in possession of and has good and marketable title to all Owned Real Property free and clear of (i) all Liens, except for the Company or any of its Subsidiaries that are material to the functioning mortgages (Grundpfandrechte) specified in Section 2.19 of the businesses Disclosure Schedule or other encumbrances which could materially adversely affect the value of the real estate or its suitability for the business of the Company and its Subsidiaries (ii) any non-registered or otherwise pending transfer (Auflassung) or other disposition (Verfugung) or any sale, contribution or other contractual arrangement creating an obligation to transfer any real estate or to create, change or abolish any encumbrances. All development charges (Erschlie(Beta)ungsbeitrage) and other public charges payable with respect to the Owned Real Property which have become due as of the date of this Agreement have been maintained with the manufacturers' standards and specifications required by each such lease such that, at each such termination of the lease, such assets can be returned to their owner without any further material obligation on the part of the Company or any of its Subsidiaries with respect theretofully paid.