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

Title to Properties; Absence of Liens and Encumbrances. (a) Section 3.14(a)(i) of the Company Disclosure Schedule lists the real property interests owned by the Company and the Company Subsidiaries. Section 3.14(a)(ii) of the Company Disclosure Schedule lists all real property leases to which the Company or any Company Subsidiary is a party, and each amendment thereto. Other than the owned real property identified in Section 3.14(a)(i) of the Company Disclosure Schedule and leaseholds created under the real property leases identified in Section 3.14(a) of the Company Disclosure Schedule, the Company and the Company Subsidiaries have no ownership or leasehold interest in any real property. (b) Except as would not, individually or in the aggregate, have a Material Adverse Effect, each of the Company and the Company Subsidiaries has good and valid title to, 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, free and clear of any liens, pledges, charges, claims, security interests or other encumbrances of any sort ("Liens"), except for Liens in respect of obligations not yet due, which are owed in respect of taxes or which otherwise are owed to landlords, carriers, warehousepersons or laborers, except for such Liens or other imperfections of title and encumbrances, if any, which are not material in character, amount or extent, and which do not materially detract from the value, or materially interfere with the present or contemplated use, of the property subject thereto or affected thereby.

Title to Properties; Absence of Liens and Encumbrances. (a) Section 3.14(a)(i3.17(a)(i) of the Company Disclosure Schedule lists the real property interests owned by the Company and the Company SubsidiariesSubsidiary. Section 3.14(a)(ii3.17(a)(ii) of the Company Disclosure Schedule lists all real property leases to which the Company or any the Company Subsidiary is a party, and each amendment thereto, that provide for annual payments in excess of $12,000. Other than the owned real property identified in Section 3.14(a)(i3.17(a)(i) of the Company Disclosure Schedule and leaseholds created under the real property leases identified in Section 3.14(a3.17(a) of the Company Disclosure Schedule, the Company and the Company Subsidiaries Subsidiary have no ownership or leasehold interest in any real property. (b) Except as would not, individually or in the aggregate, have a Material Adverse Effect, each Each of the Company and the Company Subsidiaries Subsidiary has good and valid title to, 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, free and clear of any liens, pledges, charges, claims, security interests or other encumbrances of any sort ("“Liens"”), except for Liens imposed by Law in respect of obligations not yet due, which are owed in respect of taxes or which otherwise are owed to landlords, carriers, warehousepersons or laborers, except as reflected in the financial statements furnished pursuant to Section 3.07(a) and except for such Liens or other imperfections of title and encumbrances, if any, which are not material in character, amount or extent, and which do not materially detract from the value, or materially interfere with the present or contemplated use, of the property subject thereto or affected thereby.

Title to Properties; Absence of Liens and Encumbrances. (a) Section 3.14(a)(iThe Company does not own any real property, nor has it ever owned any real property. Schedule 2.12 (a) sets forth a list of the Company Disclosure Schedule lists the all real property interests owned currently leased by the Company and the Company Subsidiaries. Section 3.14(a)(ii) name of the lessor. The Company Disclosure Schedule lists has provided true and complete copies of all real property leases and amendments thereto to which the Company or any Company Subsidiary is a partyParent. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, and each amendment theretothere is not, under any of such leases, any existing default or event of default, or to the Company's knowledge, any event which with notice or lapse of time, or both, would constitute a default. Other than To the owned real property identified in Section 3.14(a)(i) Company's knowledge, neither the operations of the Company Disclosure Schedule and leaseholds created under the on such real property leases identified in Section 3.14(a) of nor such real property, including improvements thereon, violate any applicable building code, zoning requirement, or classification or pollution control ordinance or statute relating to the Company Disclosure Scheduleparticular property or such operations, the Company and the Company Subsidiaries have no ownership or leasehold interest such non-violation is not dependent, in any real propertyinstance, on so-called non-conforming use exceptions. (b) Except as would not, individually or in the aggregate, have a Material Adverse Effect, each of the The Company and the Company Subsidiaries has good and valid marketable title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its material tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any liens, pledges, charges, claims, security interests or other encumbrances of any sort Liens ("Liens"as defined in Section 2.10(b)(vii)), except as reflected in the Company Financials or in Schedule 2.12(b) and except for Liens in respect of obligations liens for taxes not yet due, which are owed in respect of taxes or which otherwise are owed to landlords, carriers, warehousepersons or laborers, except for due and payable and such Liens or other imperfections of title and encumbrances, if any, which are not material in character, amount or extent, and which do not materially detract from the value, or materially interfere with the present or contemplated use, of the property subject thereto or affected thereby. (c) Schedule 2.12(c) lists all items of material equipment (the "EQUIPMENT") owned or leased by the Company. All facilities, machinery, equipment, fixtures, vehicles, and other

Title to Properties; Absence of Liens and Encumbrances. (a) Section 3.14(a)(iThe Company does not own any real property, nor has it ever owned any real property. Schedule 2.12 (a) sets forth a list of the Company Disclosure Schedule lists the all real property interests owned currently leased by the Company and the name of each lessor. The Company Subsidiaries. Section 3.14(a)(ii) has provided true and complete copies of the Company Disclosure Schedule lists all real property leases and amendments thereto to which the Company or any Company Subsidiary is a partyParent. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, and each amendment theretothere is not, under any of such leases, any existing default or event of default, or to the Company's knowledge, any event which with notice or lapse of time, or both, would constitute a default. Other than To the owned real property identified in Section 3.14(a)(i) Company's knowledge, neither the operations of the Company Disclosure Schedule and leaseholds created under the on such real property leases identified in Section 3.14(a) of nor such real property, including improvements thereon, violate any applicable building code, zoning requirement, or classification or pollution control ordinance or statute relating to the Company Disclosure Scheduleparticular property or such operations, the Company and the Company Subsidiaries have no ownership or leasehold interest such non-violation is not dependent, in any real propertyinstance, on so-called non-conforming use exceptions. (b) Except as would not, individually or in the aggregate, have a Material Adverse Effect, each of the The Company and the Company Subsidiaries has good and valid marketable title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its material tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any liens, pledges, charges, claims, security interests or other encumbrances of any sort Liens ("Liens"as defined in Section 2.10(b)(vii)), except as reflected in the Company Financials or in Schedule 2.12(b) and except for Liens in respect of obligations liens for taxes not yet due, which are owed in respect of taxes or which otherwise are owed to landlords, carriers, warehousepersons or laborers, except for due and payable and such Liens or other imperfections of title and encumbrances, if any, which are not material in character, amount or extent, and which do not materially detract from the value, or materially interfere with the present or contemplated use, of the property subject thereto or affected thereby. (c) Schedule 2.12(c) lists all items of material equipment (the "EQUIPMENT") owned or leased by the Company. All facilities, machinery, equipment, fixtures, vehicles, and other properties owned, leased or used by the Company are (i) adequate for the conduct of the business of the Company as currently conducted and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear and reasonably fit and usable for the purposes for which they are being used, except where a failure to be in such condition would not have a Material Adverse Effect on the Company.

Title to Properties; Absence of Liens and Encumbrances. (a) Section 3.14(a)(i) Neither the Company nor any of the Company Disclosure Schedule lists the Subsidiaries owns any real property interests owned by the Company and the Company Subsidiariesproperty. Section 3.14(a)(ii3.14(a) of the Company Disclosure Schedule lists all real property leases to which the Company or any Company Subsidiary is a party, 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, 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. Other than the owned real property identified in Section 3.14(a)(i) of the Company Disclosure Schedule and leaseholds created under the real property leases identified in Section 3.14(a) of the Company Disclosure Schedule, the Company and the Company Subsidiaries have no ownership or leasehold interest in any real property. (b) Except as would not, individually or in the aggregate, have a Material Adverse Effect, each Each of the Company and the Company Subsidiaries has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, to personal and mixedproperty, used or held for use in its business, free and clear of any liens, pledges, charges, claims, security interests or other encumbrances of any sort ("Liens"), ) except for Liens (i) imposed by Law in respect of obligations not yet due, which due that are owed in respect of taxes or which otherwise are owed to landlords, carriers, warehousepersons warehouse persons or laborers, except for such Liens or other imperfections of title (ii) reflected in the financial statements contained in the Company SEC Reports and encumbrances, if any, (iii) which are not material in character, amount or extent, and which do not materially detract from the value, or materially interfere with the present or currently contemplated use, of the property subject thereto or affected thereby.