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

Title to Properties; Absence of Liens and Encumbrances. Condition of -------------------------------------------------------------------- Equipment. --------- (a) The Company does not own any real property, nor has it ever owned any real property. Exhibit C sets forth a list of all real property currently --------- leased by the Company the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental and/or other fees payable under any such lease. 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). (b) 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 Liens, except as reflected in the Company Financials or in Exhibit C 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 detract from the value, or interfere with the present use, of the property subject thereto or affected thereby. (c) Exhibit C lists all material items of equipment (the "Equipment") --------- --------- owned or leased by the Company and such Equipment is, taken as a whole, (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. (d) The Company has sole and exclusive ownership, free and clear of any Liens, of all customer files and other customer information relating to Company's current and former customers (the "Customer Information"). Other than -------------------- normal rights of Company's customers to their own information, no third party possesses any claims or rights with respect to use of the Customer Information.

Title to Properties; Absence of Liens and Encumbrances. Condition of -------------------------------------------------------------------- Equipment. --------- (a) The Company does not own any real property, nor has it ever owned any real property. Exhibit C sets forth a list of all real property currently --------- leased by the Company Company, the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental and/or or other fees payable under any such lease. 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). (b) 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 Liens, except as reflected in the Company Financials or in Exhibit C 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 detract from the value, or interfere with the present use, of the property subject thereto or affected thereby. (c) Exhibit C lists all material items of equipment (the "Equipment") --------- --------- owned or leased by the Company and such Equipment is, taken as a whole, (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. (d) The Company has sole and exclusive ownership, free and clear of any Liens, of all customer files and other customer information relating to Company's current and former customers (the "Customer Information"). Other than -------------------- normal rights of Company's customers to their own information, no third party possesses any claims or rights with respect to use of the Customer Information.

Title to Properties; Absence of Liens and Encumbrances. Condition of -------------------------------------------------------------------- Equipment. --------- (a) The Company does not own any real property, nor has it ever owned any real property. Exhibit C sets forth a list of all real property currently --------- leased by the Company the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental and/or other fees payable under any such lease. 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). (b) 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 Liens, except as reflected in the Company Financials or in Exhibit C 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 detract from the value, or interfere with the present use, of the property subject thereto or affected thereby. (c) Exhibit C lists all material items of equipment (the "Equipment") --------- --------- owned or leased by the Company and such Equipment is, taken as a whole, (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. (d) The Company has sole and exclusive ownership, free and clear of any Liens, of all customer files and other customer information relating to customers of the Company's [and the Subsidiaries'] current and former customers (the "Customer Information"). Other than -------------------- normal rights of Company's customers to their own information, no No third party possesses any claims or rights -------------------- with respect to use of the Customer Information.

Title to Properties; Absence of Liens and Encumbrances. Condition of -------------------------------------------------------------------- Equipment. --------- (a) The Company does not own any KnowledgeWell owns no real property, nor has it ever owned any real property. Exhibit C Schedule 2.10(a) of the KnowledgeWell Disclosure Letter sets forth a list of all real property currently --------- currently, or at any time in the past, leased by the Company KnowledgeWell, the name of the lessor, lessor and the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental and/or other fees payable under any such lease. 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 material default or event of material default (or event which with notice or lapse of time, or both, would constitute a material default). (b) The Company KnowledgeWell 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 the Company Financials KnowledgeWell Financial Statements or in Exhibit C Schedule 2.10(b) of the KnowledgeWell Disclosure Letter 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. The buildings on the Properties have been properly and soundly constructed and are in a good and substantial state of repair and condition and no high alumina cement, woodwool, calcium chloride, sea dredged aggregates or asbestos material was used in the construction thereof and KnowledgeWell has no outstanding claims or liabilities in respect of the construction of the buildings of the Properties. (c) Exhibit C lists all material items of equipment Notwithstanding the foregoing paragraphs (the "Equipment"a) --------- --------- owned or leased by the Company and such Equipment is, taken as a whole, (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. (d) The Company has sole and exclusive ownership, free and clear of any Liens, of all customer files and other customer information relating to Company's current and former customers (the "Customer Information"b). Other than -------------------- normal rights of Company's customers to their own information, no third party possesses any claims representation or rights warranty made in such paragraphs relate to the property at ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ as such property is dealt with respect by way of a certificate of title furnished to use of the Customer InformationCBT by Binchys Solicitors at November 30, 1998.

Title to Properties; Absence of Liens and Encumbrances. Condition of -------------------------------------------------------------------- Equipment. --------- (a) The Company does not own any real property, nor has it ever owned any real property. Exhibit C sets forth a list of all real property currently --------- leased by the Company the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental and/or other fees payable under any such lease. 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). (b) 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 Liens, except as reflected in the Company Financials or in Exhibit C and except for liens 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 detract from the value, or interfere with the present use, of the property subject thereto or affected thereby. (c) Exhibit C lists all material items of equipment (the "Equipment") --------- --------- owned or leased by the Company and such Equipment is, taken as a whole, (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. (d) The Company has sole and exclusive ownership, free and clear of any Liens, of all customer files and other customer information relating to Company's current and former customers (the "Customer Information"). Other -------------------- than -------------------- normal rights of Company's customers to their own information, no third party possesses any claims or rights with respect to use of the Customer Information.

Title to Properties; Absence of Liens and Encumbrances. Condition of -------------------------------------------------------------------- Equipment. --------- (a) The Company does not own any real property, nor has it ever owned any real property. Exhibit C Schedule 2.12 (a) sets forth a list of all real property currently --------- leased by the Company Company, the name of the lessor, lessor and the date of the lease and each amendment thereto and, and with respect to any current lease, the aggregate annual rental and/or other fees payable under any such leaserent. The Company has provided true and complete copies of all real property leases and amendments thereto to Parent. 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 or, to the Company's knowledge, any event which with notice or lapse of time, or both, would constitute a default). To the Company's knowledge, neither the operations of the Company on such real property 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 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, 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 LiensLiens (as defined in Section 2.10(b)(vii)), except as reflected in the Company Financials or in Exhibit C Schedule 2.12(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. (c) Exhibit C Schedule 2.12(c) lists all material 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 and such Equipment is, taken as a whole, 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 teartear 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 in the aggregate have a Material Adverse Effect on the Company. (d) The Company has sole and exclusive ownership, free and clear not sold or otherwise released for distribution any of any Liens, of all its customer files and other customer information relating to the Company's current and former customers (the "Company Customer Information"). Other No person other than -------------------- normal rights of Company's customers to their own information, no third party the Company possesses any claims or rights with respect to use of the Company Customer Information.

Title to Properties; Absence of Liens and Encumbrances. Condition of -------------------------------------------------------------------- Equipment. --------- (a) The Company does not own any real property, nor has it ever owned any real property. Exhibit C sets forth a list of all real property currently --------- leased by the Company Company, the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental and/or or other fees payable under any such lease. 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). (b) 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 Liens, except as reflected in the Company Financials or in Exhibit C 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 detract from the value, or interfere with the present use, of the property subject thereto or affected thereby. (c) Exhibit C lists all material items of equipment (the "Equipment") --------- --------- owned or leased by the Company and such Equipment is, taken as a whole, (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. (d) The Company has sole and exclusive ownership, free and clear of any Liens, of all customer files and other customer information relating to Company's current and former customers (the "Customer Information"). Other than -------------------- normal rights of Company's customers to their own information, no third party possesses any claims or rights with respect to use of the Customer Information.

Title to Properties; Absence of Liens and Encumbrances. Condition of -------------------------------------------------------------------- Equipment. --------- (a) The Company does not own any real property, nor has it ever owned any real property. Exhibit C sets forth a list of all real property currently --------- leased by the Company Company, the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental and/or other fees payable under any such lease. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms. Neither the Company nor, to the knowledge of the Company and there is not, under any of such leasesthe Principal Shareholders, any existing default or event of other party to any such lease is in default (or has caused an event which with notice or lapse of time, or both, would constitute a default). (b) The Company has good and valid title to, or, in the case of leased or licensed properties and assets, valid leasehold or licensed 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 the Company Financials or in Exhibit C and except for liens 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 detract from the value, or interfere with the present use, of the property subject thereto or affected thereby. (c) Exhibit C lists all material items of equipment (the "Equipment") --------- --------- owned or leased by the Company and such Equipment is, taken as a whole, (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. (d) The Company has sole and exclusive ownership, free and clear of any Liens, of all customer files and other customer information relating to Company's current and former customers (the "Customer Information"). Other than No third -------------------- normal rights of Company's customers to their own information, no third party possesses any claims or rights with respect to use of the Customer InformationInformation (other than any right of each customer to Customer Information about itself).

Title to Properties; Absence of Liens and Encumbrances. Condition of -------------------------------------------------------------------- Equipment. --------- (a) The Company does not own any real property, property nor has does it ever owned have options or any contractual obligations to purchase or acquire any interest in real property. Exhibit C sets forth a list Section ‎2.11(a) of the Company Disclosure Schedule lists all real property currently --------- leased by leases to which the Company the name of the lessor, the date of the lease is a party and each amendment thereto and, with respect to any current lease, the aggregate annual rental and/or other fees payable under any such leasethereto. All such current leases are (A) valid, subsisting, in full force and effecteffect in accordance with their respective terms, are valid (B) binding upon the Company and effective (C) to the knowledge of the Company, binding upon the other parties thereto in accordance with their respective terms, and there the Company has satisfied in full or provided for all of its liabilities and obligations thereunder which are presently required to be satisfied or provided for, and is not, not in default under any of them, nor, to the knowledge of the Company, is any other party to any such leasescontract or other agreement in default thereunder, nor, to the knowledge of the Company, does any existing default or event of default (or event which condition exist that with notice or lapse of time, time or both, both would constitute a default)default thereunder except in each case in this Section ‎2.11(a) for failure to pay, accrue, satisfy liabilities and obligations and conditions which do not constitute a Company Material Adverse Effect. (b) The Company has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its significant tangible properties and assets, real, personal and mixed, used or held for use in its business, and such properties and assets, as well as all other properties and assets of the Company whether tangible or intangible (other than Company Technology), are free and clear of any liens, pledges, charges, claims, security interests or other encumbrances of any sort (“Liens”), except as reflected in the Company Financials or in Exhibit C Balance Sheet and except for liens Liens for taxes Taxes (as defined in Section 2.14) 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. (c) Exhibit C lists all The equipment, furniture, leasehold improvements, fixtures, vehicles, any related capitalized items and other tangible property material items of equipment (the "Equipment") --------- --------- owned or leased by the Company and such Equipment is, taken as a whole, (i) adequate for the conduct of to the business of the Company as currently conducted Company, are in reasonably satisfactory operating condition and (ii) in good operating conditionrepair, regularly and properly maintained, subject to normal ordinary wear and tear. (dtear excepted. Section ‎2.11(c) The Company has sole and exclusive ownership, free and clear of any Liens, of all customer files and other customer information relating to Company's current and former customers (the "Customer Information"). Other than -------------------- normal rights of Company's customers to their own information, no third party possesses any claims or rights with respect to use of the Customer InformationCompany Disclosure Schedule sets forth a true and correct summary of capital assets of the Company of and depreciation schedules as of August 31, 2005 which is true and correct in all material respects.

Title to Properties; Absence of Liens and Encumbrances. Condition of -------------------------------------------------------------------- Equipment. --------- (a) The Company does not own any real property, nor has it ever owned any real property. Exhibit C sets forth a list of all real property currently --------- leased by the Company the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental and/or other fees payable under any such lease. 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). (b) 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 Liens, except as reflected in the Company Financials or in Exhibit C 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 detract from the value, or interfere with the present use, of the property subject thereto or affected thereby. (c) Exhibit C lists all material items of equipment (the "Equipment") --------- --------- owned or leased by the Company and such Equipment is, taken as a whole, (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. (d) The Company has sole and exclusive ownership, free and clear of any Liens, of all customer files and other customer information relating to Company's current and former customers (the "Customer Information"). Other than No third -------------------- normal rights of Company's customers to their own information, no third party possesses any claims or rights with respect to use of the Customer Information.

Title to Properties; Absence of Liens and Encumbrances. Condition of -------------------------------------------------------------------- Equipment. --------- (a) The Company does not own any real property, nor has it ever owned any real property. Exhibit C sets forth a list of all real property currently --------- leased by the Company Company, the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental and/or or other fees payable under any such lease. 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 by the Company (or nor an event which with notice or lapse of time, or both, would constitute a defaultdefault by the Company), nor to the knowledge of the Company and the Principal Shareholders, is there, under any of such leases, any existing default or event of default by the other party to each of such leases (nor to the knowledge of the Company and the Principal Shareholders is there an event which with notice or lapse of time, or both, would constitute a default by the other party to each of such leases). (b) 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 Liens, except as reflected in the Company Financials or in Exhibit C 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 detract from the value, or interfere with the present use, of the property subject thereto or affected thereby. (c) Exhibit C lists all material items of equipment (the "Equipment") --------- --------- owned or leased by the Company and such Equipment is, taken as a whole, (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. (d) The Company has sole and exclusive ownership, free and clear of any Liens, of all customer files and other customer information relating to Company's current and former customers (the "Customer Information"). Other than -------------------- normal rights of Company's customers to their own information, no third party possesses any claims or rights with respect to use of the Customer Information.

Title to Properties; Absence of Liens and Encumbrances. Condition of -------------------------------------------------------------------- Equipment. --------- (a) The Neither the Company does not own nor any Subsidiary owns any real property, nor has it ever owned any real property. Exhibit C Schedule 2.12 (a) of the Company Schedules sets forth a list of all real property currently --------- leased by the Company or any Subsidiary, the name of the lessor, lessor and the date of the lease and each amendment thereto and, and with respect to any current lease, the aggregate annual rental and/or other fees payable under any such leaserent. 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 as defined in such leases (or event which with notice or lapse of time, or both, would constitute a default)) except such defaults or events of default which, individually or in the aggregate, have not had and could not be reasonably expected to have a Material Adverse Effect on the Company. Neither the operations of the Company, nor the operations of any Subsidiary, on such real property, nor to the knowledge of the Company, such real property or improvements thereon, violate any applicable building code, zoning requirement, or classification, or pollution control ordinance or statute relating to the particular property or such operations, and such non violation is not dependant, in any instance, on so called non-conforming use exceptions. (b) The Company and each of the Subsidiaries has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its respective tangible properties and assets, real, personal and mixed, used or held for use in its respective business, free and clear of any Liens, except as reflected in the Company Financials or in Exhibit C and except for liens for taxes not yet due and --------- payable Unaudited Financial Statements, such Liens set forth on Schedule 2.12 of the Company Schedules and such imperfections of title and encumbrancesLiens, 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 therebythereby (collectively, the "Permitted Liens"). (c) Exhibit C lists Except as set forth on Schedule 2.12 of the Company Schedules, all material items of equipment (the "Equipment") --------- --------- owned facilities, machinery, equipment, fixtures, vehicles, and other properties owned, leased or leased used by the Company and such Equipment is, taken as a whole, or any Subsidiary are (i) adequate for the conduct of the business of the Company and the Subsidiaries 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 has not had and could not be reasonably expected to have a Material Adverse Effect on the Company. (d) The Neither the Company nor any Subsidiary has sole and exclusive ownership, free and clear sold or otherwise released for distribution any of any Liens, of all its respective customer files and other customer information relating to Company's the current and former customers of the Company and the Subsidiaries (the "Company Customer Information"). Other than -------------------- normal rights of Company's customers Except for information as provided to their own informationsales representatives (which information is subject to a customary non-disclosure agreement), no third party Person other than the Company, the Subsidiaries and, with respect to information about a particular customer, that customer, possesses any claims or rights with respect to use of the Company Customer Information.

Title to Properties; Absence of Liens and Encumbrances. Condition of CONDITION OF -------------------------------------------------------------------- EquipmentEQUIPMENT. ------------------- (a) The Company does not own any real property, nor has it ever owned any . (b) All of the existing real propertyproperty leases to which the Company is a party have been previously delivered to Buyer. Exhibit C Schedule 4.14(b) sets forth a complete and accurate list of all real property currently --------- leased by the Company the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental and/or other fees payable under any such lease. 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)Company. (bc) The Company owns or has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, in all of its tangible properties and assets, assets (real, personal and mixed, ) used or held for use in its business, free and clear of any Liensliens (other than liens for Taxes that are not yet delinquent), charges, pledges, security interests or other encumbrances, except as reflected in the Company Financials or in Exhibit C Financial Statements 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 substantial in character, amount or extent, and which that do not and are not reasonably likely to materially detract from the value, or interfere with the present use, use of the property subject thereto or affected thereby. The Company has delivered to Buyer correct and complete copies of each lease identified in Schedule 4.14(b) and such leases are valid and enforceable by the Company in accordance with their terms. The Company has received no notice that, and, to the Company's knowledge, no circumstance exists which, with the passage of time or the giving of notice or both, could constitute a default under any such leases. (cd) Exhibit C lists all material items Each item of machinery and equipment (the "Equipment") --------- --------- owned or leased by the Company and such Equipment is, taken as a whole, is (i) adequate for the conduct of the business of the Company as currently conducted and consistent with its past practice, (ii) suitable for the uses to which it is currently employed, (iii) in good operating condition, ordinary wear and tear excepted, and (iv) regularly and properly maintained, subject to normal wear and tear. (d) The Company has sole and exclusive ownership, free and clear of any Liens, of all customer files and other customer information relating to Company's current and former customers (the "Customer Information"). Other than -------------------- normal rights of Company's customers to their own information, no third party possesses any claims or rights with respect to use of the Customer Information.

Title to Properties; Absence of Liens and Encumbrances. Condition ----------------------------------------------------------------- of -------------------------------------------------------------------- Equipment. --------------------- (a) The Company does not own any real property, nor has it ever owned any real property. Exhibit C sets forth a list of all real property currently --------- leased by the Company the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental and/or other fees payable under any such lease. 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). (b) 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 Liens, except as reflected in the Company Financials or in Exhibit C 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 detract from the value, or interfere with the present use, of the property subject thereto or affected thereby. (c) Exhibit C lists all material items of equipment (the "Equipment") --------- --------- owned or leased by the Company and such Equipment is, taken as a whole, (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. (d) The Company has sole and exclusive ownership, free and clear of any Liens, of all customer files and other customer information relating to Company's current and former customers (the "Customer Information"). Other than -------------------- normal rights of Company's customers to their own information, no third party possesses any claims or rights with respect to use of the Customer Information.

Title to Properties; Absence of Liens and Encumbrances. Condition of CONDITION OF -------------------------------------------------------------------- EquipmentEQUIPMENT. --------- (a) The Neither the Company does not own nor any of its Subsidiaries owns any real property, nor has it ever owned . (b) All of the existing real property leases to which the Company or any real propertyof its Subsidiaries is a party have been previously delivered to Buyer. Exhibit C Section 3.14(b) of the Company Disclosure Schedule sets forth a complete and accurate list of all real property currently --------- leased by the Company the name or any of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental and/or other fees payable under any such leaseits Subsidiaries. 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 material claim. (bc) The Except as set forth in Section 3.14 of the Company Disclosure Schedule, the Company and each of its Subsidiaries owns or has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, in all of its tangible properties and assets, assets (real, personal and mixed, ) used or held for use in its business, free and clear of any Liensliens (other than liens for Taxes that are not yet delinquent), charges, pledges, security interests or other encumbrances, except as reflected in the Company Financials or in Exhibit C Financial Statements 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 substantial in character, amount or extent, and which that do not and are not reasonably likely to materially detract from the value, or interfere with the present use, use of the property subject thereto or affected thereby. The Company has delivered to Buyer correct and complete copies of each lease identified in Section 3.14(b) of the Company Disclosure Schedule and each such lease is valid and enforceable by the Company or a Subsidiary in accordance with its terms. Neither the Company nor any Subsidiary has received notice that, and, to the Company's knowledge, no circumstance exists which, with the passage of time or the giving of notice or both, could constitute a default under any such lease. (cd) Exhibit C lists all material items Each item of machinery and equipment (the "Equipment") --------- --------- owned or leased by the Company and such Equipment is, taken as a whole, or any of its Subsidiaries is (i) adequate for the conduct of the business of the Company as currently conducted and consistent with its past practice, (ii) suitable for the uses to which it is currently employed, (iii) in good operating condition, ordinary wear and tear excepted, and (iv) regularly and properly maintained, subject to normal wear and tear. (d) The Company has sole and exclusive ownership, free and clear of any Liens, of all customer files and other customer information relating to Company's current and former customers (the "Customer Information"). Other than -------------------- normal rights of Company's customers to their own information, no third party possesses any claims or rights with respect to use of the Customer Information.

Title to Properties; Absence of Liens and Encumbrances. Condition of -------------------------------------------------------------------- Equipment. --------- (a) The Company does not own any real property, nor has it ever owned any real property. Exhibit C sets forth a list of all real property currently --------- leased by the Company the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental and/or other fees payable under any such lease. 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). (b) 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 Liens, except as reflected in the Company Financials or in Exhibit C 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 detract from the value, or interfere with the present use, of the property subject thereto or affected thereby. (c) Exhibit C lists all material items of equipment (the "Equipment") --------- --------- owned or leased by the Company and such Equipment is, taken as a whole, (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. (d) The Company has sole and exclusive ownership, free and clear of any Liens, of all customer files and other customer information relating to customers of the Company's current and former customers (the "Customer -------- Information"). Other than -------------------- normal rights of Company's customers to their own information, no No third party possesses any claims or rights with respect to ----------- use of the Customer Information.

Title to Properties; Absence of Liens and Encumbrances. Condition of -------------------------------------------------------------------- Equipment. --------- (a) The Company does not own any real property, nor has it ever owned any real property. Exhibit C sets forth a list of all real property --------- currently --------- leased by the Company and the name Company has delivered to Parent copies of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental and/or other fees payable under any such leaseall applicable leases. 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)) on the part of the Company or, to the knowledge of the Company, on the part of any other party. (b) The Company 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 the Company Financials or in Exhibit C 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 detract from the value, or interfere with the present use, of the property subject thereto or affected thereby. (c) Exhibit C lists all material items of equipment (the --------- "Equipment") --------- --------- owned or leased by the Company and such Equipment is, taken as a --------- whole, (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. (d) The Company has sole is entitled to possess and exclusive ownership, free and clear of any Liens, of use all customer files and other customer information relating to Company's current and former customers in the possession or control of the Company (the "Customer Information"). Other than -------------------- normal rights of Company's customers to their own information, no third party possesses any claims or rights with respect to use of the Customer Information.--------------------

Title to Properties; Absence of Liens and Encumbrances. Condition of -------------------------------------------------------------------- Equipment. --------- (a) The Company does not own any real property, nor has it ever owned any real property. Exhibit C F sets forth a list of all real property currently --------- leased by the Company Company, the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental and/or or other fees payable under any such lease. 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). (b) 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 Liens, except as reflected in the Company Financials or in Exhibit C F 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 detract from the value, or interfere with the present use, of the property subject thereto or affected thereby. (c) Exhibit C F lists all material items of equipment (the "Equipment") --------- --------- owned or leased by the Company and such Equipment is, taken as a whole, (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. (d) The Company has sole and exclusive ownership, free and clear of any Liens, of all customer files and other customer information relating to Company's current and former customers (the "Customer Information"). Other than -------------------- normal rights of Company's customers to their own information, no third party possesses any claims or rights with respect to use of the Customer Information.