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

Title to Properties; Absence of Liens and Encumbrances. (a) The Acquiror Schedules list each item of real property consisting of over 15,000 square feet owned by Acquiror. The Acquiror Schedules list all real property leases relating to properties consisting of over 40,000 square feet to which Acquiror 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 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 claim in an amount greater than $100,000. (b) Acquiror 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, except as reflected in Acquiror Financials or in the Acquiror Schedules and except for liens for taxes not yet due and payable and such 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 use, of the property subject thereto or affected thereby.

Title to Properties; Absence of Liens and Encumbrances. (a) The Acquiror Schedules list each item of Company Schedule lists all real property consisting of over 15,000 square feet interests owned by Acquirorthe Company or any of its subsidiaries as of the date hereof. The Acquiror Schedules list Company Schedule lists all real property leases relating to properties consisting of over 40,000 square feet to which Acquiror the Company or any of its subsidiaries is a party as of the date hereof 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 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 claim in an amount greater than $100,000material claim. (b) Acquiror The Company and each of its 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 as reflected in Acquiror the Company Financials or in the Acquiror Schedules and except for liens for taxes not yet 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 use, of the property subject thereto or affected thereby.

Title to Properties; Absence of Liens and Encumbrances. (a) The Acquiror Company Schedules list each item of the real property consisting of over 15,000 square feet interests owned by AcquirorCompany as of the date of this Agreement. The Acquiror Company Schedules list all real property leases relating to properties consisting of over 40,000 square feet to which Acquiror Company is a party as of the date of this Agreement and which provide for the lease, in each case, of not less than 10,000 square feet ("MATERIAL REAL PROPERTY LEASES"), and each amendment theretothereto that is in effect as of the date of this Agreement. All such current leases Material Real Property Leases 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 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 claim in an amount greater than $100,000. (b) Acquiror Company 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 Liensliens, pledges, charges, claims, security interests or other encumbrances of any sort ("LIENS"), except as reflected in Acquiror the Company Financials or in the Acquiror Schedules and except for liens for taxes not yet 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 use, of the property subject thereto or affected thereby.

Title to Properties; Absence of Liens and Encumbrances. (a) The Acquiror Schedules list each item CSERV has informed the Purchaser in writing of real property consisting of over 15,000 square feet owned by Acquiror. The Acquiror Schedules list all real property leases relating to properties consisting of over 40,000 square feet to which Acquiror CSERV is a party as of the date of this Agreement and each amendment theretothereto that is in effect as of the date of this Agreement. 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 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 claim material claim. Other than the leaseholds created under the real property leases identified by CSERV in an amount greater than $100,000writing, CSERV owns no interest in real property. (b) Acquiror CSERV 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 as reflected in Acquiror Financials or in the Acquiror Schedules ") and except for liens for taxes not yet due and payable payable, statutory liens 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 use, of the property subject thereto or affected thereby.

Title to Properties; Absence of Liens and Encumbrances. (a) The Acquiror Summit Schedules list each item of the real property consisting of over 15,000 square feet owned by AcquirorSummit as of the date of this Agreement. The Acquiror Summit Schedules list all real property leases relating to properties consisting of over 40,000 square feet to which Acquiror Summit is a party as of the date of this Agreement and each amendment theretothereto that is in effect as of the date of this Agreement. 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 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 claim in an amount greater than $100,000material claim. (b) Acquiror Summit has good and valid 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, except as reflected in Acquiror the Summit Financials or in the Acquiror Schedules and except for liens for taxes not yet 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 use, of the property subject thereto or affected thereby.

Title to Properties; Absence of Liens and Encumbrances. (a) The Acquiror Schedules list each item of Company owns no real property consisting of over 15,000 square feet and has never owned by Acquirorany real property. The Acquiror Schedules list Company Disclosure Letter lists all real property leases relating to properties consisting of over 40,000 square feet to which Acquiror Company is a party as of the date of this Agreement and each amendment theretothereto that is in effect as of the date of this Agreement. 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 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 claim in an amount greater than $100,00015,000. (b) Acquiror Company 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 as reflected in Acquiror the Company Financials or in the Acquiror Schedules and except for liens for taxes not yet 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 use, of the property subject thereto or affected thereby.

Title to Properties; Absence of Liens and Encumbrances. (a) The Acquiror Schedules list each item Neither Computervision nor any of its Subsidiaries own any real property consisting property. Section 2.10(a) of over 15,000 square feet owned by Acquiror. The Acquiror Schedules list the Computervision Disclosure Schedule lists all real property leases relating to properties consisting of over 40,000 square feet to which Acquiror Computervision or any of its Subsidiaries 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 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 claim in an amount greater than $100,000250,000. (b) Acquiror has Computervision and its Subsidiaries have good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its their tangible properties and assets, real, personal and mixed, used or held for use in its their business, and such properties and assets, as well as all other properties and assets of Computervision and its Subsidiaries, whether tangible or intangible, are free and clear of any Liens, except as reflected in Acquiror Computervision Financials or in the Acquiror Schedules Schedule 2.10(b) and except for liens for taxes not yet due and payable and such imperfections of title and encumbrances, if any, which that are not material in character, amount or extent, and which that do not materially detract from the value, or materially interfere with the present use, of the property subject thereto or affected thereby.

Title to Properties; Absence of Liens and Encumbrances. (a) The Acquiror OrCAD Schedules list each item of the real property consisting of over 15,000 square feet owned by AcquirorOrCAD as of the date of this Agreement. The Acquiror OrCAD Schedules list all real property leases relating to properties consisting of over 40,000 square feet to which Acquiror OrCAD is a party as of the date of this Agreement and each amendment theretothereto that is in effect as of the date of this Agreement. 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 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 claim in an amount greater than $100,000material claim. (b) Acquiror OrCAD has good and valid 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, except as reflected in Acquiror the OrCAD Financials or in the Acquiror Schedules and except for liens for taxes not yet 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 use, of the property subject thereto or affected thereby.

Title to Properties; Absence of Liens and Encumbrances. (a) The Acquiror Schedules list each item of GeoCities owns no real property consisting of over 15,000 square feet owned by Acquirorinterests. The Acquiror GeoCities Schedules list all real property leases relating to properties consisting of over 40,000 square feet to which Acquiror GeoCities is a party and each amendment theretothereto that is in effect as of the date of this Agreement. 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 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 claim against GeoCities in an amount greater than $100,00050,000. (b) Acquiror GeoCities 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, except as reflected in Acquiror the GeoCities Financials or in the Acquiror Schedules and except for liens Liens for taxes Taxes not yet 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 use, of the property subject thereto or affected thereby.

Title to Properties; Absence of Liens and Encumbrances. (a) The Acquiror Aurum Schedules list the real property owned by Aurum. The Aurum Schedules list each item of real property consisting lease with annual lease payments of over 15,000 square feet owned by Acquiror. The Acquiror Schedules list all real property leases relating to properties consisting of over 40,000 square feet $100,000 or more to which Acquiror Aurum 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 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 claim in an amount greater than $100,000. (b) Acquiror Aurum 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 Liensliens, pledges, charges, claims, security interests or other encumbrances of any sort ("LIENS"), except as reflected in Acquiror Financials the Aurum Financials, the Aurum SEC Reports or in the Acquiror Aurum Schedules and except for liens for taxes not yet due and payable or liens imposed by law and incurred in the ordinary course of business for obligations not yet due to carriers, warehousemen, laborers, materials men and the like and such 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 use, of the property subject thereto or affected thereby.

Title to Properties; Absence of Liens and Encumbrances. (a) The Acquiror Schedules list each item of the real property consisting of over 15,000 square feet owned by AcquirorFractal. The Acquiror Schedules list all real property leases relating to properties consisting of over 40,000 square feet to which Acquiror Fractal 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 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 claim in an amount greater than $100,000. (b) Acquiror Fractal 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 Liensliens, pledges, charges, claims, security interests or other encumbrances of any sort ("LIENS"), except as reflected in Acquiror Fractal Financials or in the Acquiror Schedules and except for liens for taxes not yet due and payable and such 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 use, of the property subject thereto or affected thereby.

Title to Properties; Absence of Liens and Encumbrances. (a) The Acquiror Schedules Sand owns no real property, nor have it ever owned any real property. Section 2.19(a) of the Sand Disclosure Letter sets forth a list each item of real property consisting of over 15,000 square feet owned by Acquiror. The Acquiror Schedules list all real property leases relating to properties consisting currently leased by Sand, the name of over 40,000 square feet to which Acquiror is a party 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 there is not, under any of such leases, any material existing default or event of default (or event which with notice or lapse of time, or both, would constitute a material default) that would give rise to a claim in an amount greater than $100,000). (b) Acquiror Sand 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 Liensliens, pledges, charges, claims, security interests or other encumbrances of any sort except as reflected in Acquiror Sand's Financials or in Section 2.19(b) of the Acquiror Schedules Sand Disclosure Letter and except for liens for taxes Taxes not yet due and payable and such 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 use, of the property subject thereto or affected thereby.

Title to Properties; Absence of Liens and Encumbrances. (a) The Acquiror VFI Schedules list each item of the real property consisting of over 15,000 square feet owned by AcquirorVFI as of the date of this Agreement. The Acquiror VFI Schedules list all real property leases relating to properties consisting being leased as of over 40,000 square feet to which Acquiror is a party and each amendment theretothe date of this Agreement. All such current leases real property is being leased pursuant to lease agreements that 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 default or event of default (or event which with notice or lapse of time, or both, would constitute a default) that would would, in VFI's reasonable judgment, give rise to a claim in an amount greater than $100,0001 million. (b) Acquiror VFI 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 Liensliens, pledges, charges, claims, security interests or other encumbrances of any sort ("LIENS"), except as reflected in Acquiror the VFI Financials or in the Acquiror Schedules and except for liens for taxes not yet 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 use, of the property subject thereto or affected thereby.

Title to Properties; Absence of Liens and Encumbrances. (a) The Acquiror Schedules Company owns no real property. Schedule 2.10(a) sets forth (i) a list each item of real property consisting of over 15,000 square feet owned by Acquiror. The Acquiror Schedules list all real property leases relating to properties consisting currently leased by the Company, the name of over 40,000 square feet to which Acquiror is a party the lessor and the date of the lease and each amendment thereto, and (ii) all real property ever owned by the Company. 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 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 by the Company or, to a claim in an amount greater than $100,000the knowledge of the Company, any other party. (b) Acquiror The Company 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 LiensLiens (as defined in Section 2.8(b)(vii)), except as reflected in Acquiror the Company Financials or in the Acquiror Schedules Schedule 2.10(b) and except for liens for taxes not yet due and payable and such 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 use, of the property subject thereto or affected thereby.

Title to Properties; Absence of Liens and Encumbrances. (a) The Acquiror Part 2.8(a)(i) of the Company Schedules list each item of lists the real property consisting of over 15,000 square feet interests owned by Acquirorthe Company as of the date of this Agreement. The Acquiror Part 2.8(a)(ii) of the Company Schedules list lists all real property leases relating to properties consisting of over 40,000 square feet to which Acquiror the Company is a party as of the date of this Agreement and each amendment theretothereto that is in effect as of the date of this Agreement. All such current leases are in full force and effect, effect and are valid and effective in accordance with their respective terms, and 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 claim material claim. Other than the leaseholds created under the real property leases identified in an amount greater than $100,000Part 2.8(a)(ii) of the Company Schedules, the Company owns no interest in real property. (b) Acquiror The Company 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 Liensliens, pledges, charges, claims, security interests or other encumbrances of any sort ("LIENS"), except as reflected in Acquiror the Company Financials or in the Acquiror Schedules and except for liens for taxes not yet 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 use, of the property subject thereto or affected thereby.