Common use of Real and Personal Property Clause in Contracts

Real and Personal Property. Attached hereto as Schedule 6.16 is an accurate list, including substantially complete descriptions as of the Interim Balance Sheet Date, of all the real and personal property (which in the case of personal property had an original cost in excess of $25,000) owned or leased by the Company where the Company is a lessee or sublessee, including true and correct copies of leases for equipment and properties on which are situated buildings, warehouses and other structures used in the operation of the business of the Company and including an indication as to which assets were formerly owned by any Stockholder or any affiliate (which term, as used herein, shall have the meaning ascribed thereto in Rule 144(a)(1) promulgated under the Securities Act of 1933, as amended (the "Securities Act")) of the Company. Except as set forth on Schedule 6.16, all of the Company's buildings, leasehold improvements, structures, facilities, equipment and other material items of tangible property and assets are in good operating condition and repair, subject to normal wear and maintenance, are usable in the regular and ordinary course of business and conform to all applicable laws, ordinances, codes, rules and regulations, and Authorizations relating to their construction, use and operation. All leases set forth on Schedule 6.16 have been duly authorized, executed and delivered and constitute the legal, valid and binding obligations of the Company and, to the knowledge of the Company, no other party to any such lease is in default thereunder and such leases constitute the legal, valid and binding obligations of such other parties. All fixed assets used by the Company in the operation of its business are either owned by the Company or leased under an agreement set forth on Schedule 6.16. The Company and the Stockholders have heretofore delivered to UniCapital copies of all title reports and title insurance policies received or held by the Company. The Company and the Stockholders have indicated on Schedule 6.16 a summary description of all plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business to which management of the Company has devoted any significant effort or expenditure in the two-year period prior to the date of this Agreement which, if pursued by the Company would require additional expenditures of significant efforts or capital.

Real and Personal Property. Attached hereto as Schedule 6.16 is an accurate list, including substantially complete descriptions as of the Interim Balance Sheet Date, of all the real and personal property (which in the case of personal property had an original cost in excess of $25,000) owned or leased by the Company (including its Subsidiaries) where the Company or any of its Subsidiaries is a lessee or sublessee, including true and correct copies of leases for equipment and properties on which are situated buildings, warehouses and other structures used in the operation of the business of the Company (including its Subsidiaries) and including an indication as to which assets were formerly owned by any Stockholder or any affiliate (which term, as used herein, shall have the meaning ascribed thereto in Rule 144(a)(1) promulgated under the Securities Act of 1933, as amended (the "Securities Act")) of the CompanyCompany and its Subsidiaries. Except as set forth on Schedule 6.16, all of the Company's buildings, leasehold improvements, structures, facilities, equipment and other material items of tangible property and assets owned or leased by the Company and its Subsidiaries are in good operating condition and repair, subject to normal wear and maintenance, are usable in the regular and ordinary course of business and conform to all applicable laws, ordinances, codes, rules and regulations, and Authorizations relating to their construction, use and operation. All leases set forth on Schedule 6.16 have been duly authorized, executed and delivered and constitute the legal, valid and binding obligations of the Company (or its Subsidiaries) and, to the knowledge of the CompanyMajority Stockholders, no other party to any such lease is in default thereunder and such leases constitute the legal, valid and binding obligations of such other parties. All fixed assets used by the Company (including its Subsidiaries) in the operation of its business are either owned by the Company (or its Subsidiaries) or leased under an agreement set forth on Schedule 6.16. The Company and the Majority Stockholders have heretofore delivered to UniCapital copies of all title reports and title insurance policies received or held by the CompanyCompany (including its Subsidiaries). The Company and the Majority Stockholders have indicated on Schedule 6.16 a summary description of all plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business to which management of the Company (or its Subsidiaries) has devoted any significant effort or expenditure in the two-year period prior to the date of this Agreement which, if pursued by the Company (or its Subsidiaries) would require additional expenditures of significant efforts or capital.

Real and Personal Property. Attached hereto as Schedule 6.16 is an accurate list, including substantially complete descriptions as of the Interim Balance Sheet Date, of all the real and personal property (which in the case of personal property had an original cost in excess of $25,000) owned or leased by the Company where the Company is a lessee or sublessee, including true and correct copies of leases for equipment and properties on which are situated buildings, warehouses and other structures used in the operation of the business of the Company and including an indication as to which assets were formerly owned by any Stockholder or any affiliate (which term, as used herein, shall have the meaning ascribed thereto in Rule 144(a)(1) promulgated under the Securities Act of 1933, as amended (the "Securities Act")) of the Company. Except as set forth on in Schedule 6.16, all of the Company's buildings, leasehold improvements, structures, facilities, equipment and other material items of tangible property and assets are in good operating condition and repair, subject to normal wear and maintenance, are usable in the regular and ordinary course of business and conform to all applicable laws, ordinances, codes, rules and regulations, and Authorizations relating to their construction, use and operation. All leases set forth on in Schedule 6.16 have been duly authorized, executed and delivered by the Company and constitute the legal, valid and binding obligations of the Company and, to the knowledge of the Company, no other party to any such lease is in default thereunder and such leases constitute the legal, valid and binding obligations of such other parties. All fixed assets used by the Company in the operation of its business are either owned by the Company or leased under an agreement set forth on in Schedule 6.16. The Company and the Stockholders have heretofore delivered to UniCapital copies of all title reports and title insurance policies received or held by the Company. The Company and the Stockholders have indicated on Schedule 6.16 a summary description of all has no plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business to which management of the Company has devoted any significant effort or expenditure in the two-year period prior to the date of this Agreement which, if pursued by the Company would require additional expenditures of significant efforts or capital.

Real and Personal Property. Attached hereto as Schedule 6.16 is an accurate list, including substantially complete descriptions as of the Interim Balance Sheet Date, of all the real and personal property (which in the case of personal property had an original cost in excess of $25,000) owned or leased by the Company (including its Company Subsidiaries) where the Company is a lessee or sublessee, including true and correct copies of leases for equipment and properties on which are situated buildings, warehouses and other structures used in the operation of the business of the Company (including its Company Subsidiaries) and including an indication as to which assets were formerly owned by any Stockholder or any affiliate (which term, as used herein, shall have the meaning ascribed thereto in Rule 144(a)(1) promulgated under the Securities Act of 1933, as amended (the "Securities Act")) of the Company. Except as set forth on Schedule 6.16, all of the Company's buildings, leasehold improvements, structures, facilities, equipment and other material items of tangible property and assets are in good operating condition and repair, subject to normal wear and maintenance, are usable in the regular and ordinary course of business and conform to all applicable laws, ordinances, codes, rules and regulations, and Authorizations relating to their construction, use and operation. All leases set forth on Schedule 6.16 have been duly authorized, executed and delivered and constitute the legal, valid and binding obligations of the Company (or its Company Subsidiaries) and, to the knowledge of the CompanyStockholders, no other party to any such lease is in default thereunder and such leases constitute the legal, valid and binding obligations of such other parties. All fixed assets used by the Company (including its Company Subsidiaries) in the operation of its business are either owned by the Company (or its Company Subsidiaries) or leased under an agreement set forth on Schedule 6.16. The Company and the Stockholders have heretofore delivered to UniCapital copies of all title reports and title insurance policies received or held by the Companyeach Company (including its Company Subsidiaries). The Company and the Stockholders have indicated on Schedule 6.16 a summary description of all plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business to which management of the Company (or its Company Subsidiaries) has devoted any significant effort or expenditure in the two-year period prior to the date of this Agreement which, if pursued by the Company (or its Company Subsidiaries) would require additional expenditures of significant efforts or capital.

Real and Personal Property. Attached hereto as Schedule 6.16 5.15 is an -------------------------- ------------- accurate list, including substantially complete descriptions as of the Interim Balance Sheet Date, of all the real and personal property (which in the case of personal property had an original cost in excess of $25,000) 15,000 owned or leased by the Company where the Company is a lessee or sublessee, including true and correct copies of leases for equipment and properties on which are situated buildings, warehouses and other structures used in the operation of the business of the Company and including an indication as to which assets were formerly owned by any Stockholder Shareholder or any affiliate (which term, as used herein, shall have the meaning ascribed thereto in Rule 144(a)(1) promulgated under the Securities Act of 1933, as amended (the "Securities Act")) of the Company. Except as set forth on Schedule 6.165.15, all of the Company's buildings, leasehold improvements, ------------- structures, facilities, equipment and other material items of tangible property and assets owned or leased by the Company are in good operating condition and repair, subject to normal wear and maintenance, are usable in the regular and ordinary course of business and conform to all applicable laws, ordinances, codes, rules and regulations, and Authorizations relating to their construction, use and operation. All leases set forth on Schedule 6.16 5.15 have been duly ------------- authorized, executed and delivered and constitute the legal, valid and binding obligations of the Company and, to the knowledge of the Company, no other party to any such lease is in default thereunder and such leases constitute the legal, valid and binding obligations of such other parties. All fixed assets used by the Company in the operation of its business are either owned by the Company or leased under an agreement set forth on Schedule 6.165.15. The Company and the Stockholders have has ------------- heretofore delivered to UniCapital the Parent copies of all title reports and title insurance policies received or held by the Company. The Company and the Stockholders have has indicated on Schedule 6.16 5.15 a summary description of all plans or projects involving the ------------- opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business to which management of the Company has devoted any significant effort or expenditure in the twoone-year period prior to the date of this Agreement which, if pursued by the Company would require additional expenditures of significant efforts or capital.

Real and Personal Property. Attached hereto as Schedule 6.16 is SCHEDULE 3.14 sets forth an accurate listlist of all owned and leased real property, including substantially complete descriptions as of all personal property included in "property and equipment" on the Interim Balance Sheet Date, of and all the real and other personal property (which in the case of personal property had an original cost in excess of $25,000) owned or leased by the Company where or Subsidiary with a value in excess of $25,000 (a) as of the Company is a lessee or sublesseeBalance Sheet Date and (b) acquired since the Balance Sheet Date, including true in each case true, complete and correct copies of leases for material equipment and all real properties on which are situated buildings, warehouses warehouses, workshops, garages and other structures used in the operation of the business of the Company and the Subsidiaries and also including an indication as to which assets are currently owned, or were formerly owned owned, by any Stockholder business or any affiliate (which term, as used herein, shall have the meaning ascribed thereto in Rule 144(a)(1) promulgated under the Securities Act of 1933, as amended (the "Securities Act")) personal affiliates of the Company. Except as set forth on Schedule 6.16, all All of the Company's buildings, leasehold improvements, structures, facilities, material equipment of the Company and other material items of tangible property and assets the Subsidiaries listed on SCHEDULE 3.14 are in good operating condition working order and repaircondition, subject to normal ordinary wear and maintenance, are usable in the regular and ordinary course of business and conform to all applicable laws, ordinances, codes, rules and regulations, and Authorizations relating to their construction, use and operationtear excepted. All leases set forth on Schedule 6.16 have been duly authorized, executed SCHEDULE 3.14 are in full force and delivered effect and constitute the legal, valid and binding obligations agreements of the Company or the Subsidiary and, to the knowledge of the Company, no the other party to any such lease is parties thereto enforceable in default thereunder and such leases constitute the legal, valid and binding obligations of such other partiesaccordance with their respective terms. All fixed assets used by the Company in or any Subsidiary that are material to the operation of its their business are either owned by the Company or the Subsidiary or leased under an agreement set forth listed on Schedule 6.16SCHEDULE 3.14. The Company SCHEDULE 3.14 includes without limitation true, complete and the Stockholders have heretofore delivered to UniCapital correct copies of all title reports and title insurance policies received or held owned by the CompanyCompany or any Subsidiary that are still in effect. The Company and the Stockholders have indicated on Schedule 6.16 SCHEDULE 3.14 also includes a summary description of all plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business business, to which management of the Company has devoted made any significant effort or material expenditure in the two-year period prior to the date of this Agreement whichAgreement, which if pursued by the Company Company, the Surviving Corporation or any Subsidiary would require additional material expenditures of significant efforts or capital.

Real and Personal Property. Attached hereto as Schedule 6.16 is an accurate list, including substantially complete descriptions as of the Interim Balance Sheet Date, of all the real and personal property (which in the case of personal property had an original cost in excess of $25,000) owned or leased by the Company Company, where the Company is a lessee or sublessee, including true and correct copies of leases for equipment and properties on which are situated buildings, warehouses and other structures used in the operation of the business of the Company and including an indication as to which assets were formerly owned by any Stockholder or any affiliate (which term, as used herein, shall have the meaning ascribed thereto in Rule 144(a)(1) promulgated under the Securities Act of 1933, as amended (the "Securities Act")) of the Company. Except as set forth on Schedule 6.16, all of the Company's buildings, leasehold improvements, structures, facilities, equipment and other material items of tangible property and assets are in good operating condition and repair, subject to normal wear and maintenance, are usable in the regular and ordinary course of business and conform to all applicable laws, ordinances, codes, rules and regulations, and Authorizations relating to their construction, use and operation. All leases set forth on Schedule 6.16 have been duly authorized, executed and delivered and constitute the legal, valid and binding obligations of the Company (or its Company Subsidiaries) and, to the knowledge of the CompanyStockholders, no other party to any such lease is in default thereunder and such leases constitute the legal, valid and binding obligations of such other parties. All fixed assets used by the Company in the operation of its business are either owned by the Company or leased under an agreement set forth on Schedule 6.16. The Company and the Stockholders have heretofore delivered to UniCapital copies of all title reports and title insurance policies received or held by the Company (including its Company). The Company and the Stockholders have indicated on Schedule 6.16 a summary description of all plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business to which management of the Company has devoted any significant effort or expenditure in the two-year period prior to the date of this Agreement which, if pursued by the Company would require additional expenditures of significant efforts or capital.

Real and Personal Property. Attached hereto as Schedule 6.16 is an accurate list, including substantially complete descriptions as of the Interim Audited Balance Sheet Date, of all the real and personal property (which in the case of personal property had an original cost in excess of $25,000) owned or leased by the Company Partnership (including its Partnership Subsidiaries) where the Company Partnership or its Subsidiary is a lessee or sublessee, including true and correct copies of leases for equipment and properties on which are situated buildings, warehouses and other structures used in the operation of the business of the Company Partnership (including its Partnership Subsidiaries) and including an indication as to which assets were formerly owned by any Stockholder Partner or any affiliate (which term, as used herein, shall have the meaning ascribed thereto in Rule 144(a)(1) promulgated under the Securities Act of 1933, as amended (the "Securities Act")) of the CompanyPartnership. Except as set forth on Schedule 6.16, all of the CompanyPartnership's buildings, leasehold improvements, structures, facilities, equipment and other material items of tangible property and assets are in good operating condition and repair, subject to normal wear and maintenance, are usable in the regular and ordinary course of business and conform to all applicable laws, ordinances, codes, rules and regulations, and Authorizations relating to their construction, use and operation. All leases set forth on Schedule 6.16 have been duly authorized, executed and delivered and constitute the legal, valid and binding obligations of the Company Partnership (or its Partnership Subsidiaries) and, to the knowledge of the CompanyPartners, no other party to any such lease is in default thereunder and such leases constitute the legal, valid and binding obligations of such other parties. All fixed assets used by the Company Partnership (including its Partnership Subsidiaries) in the operation of its business are either owned by the Company Partnership (or its Partnership Subsidiaries) or leased under an agreement set forth on Schedule 6.16. The Company Partnership and the Stockholders Partners have heretofore delivered to UniCapital copies of all title reports and title insurance policies received or held by the CompanyPartnership (including its Partnership Subsidiaries). The Company Partnership and the Stockholders Partners have indicated on Schedule 6.16 a summary description of all plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business to which management of the Company Partnership (or its Partnership Subsidiaries) has devoted any significant effort or expenditure in the two-year period prior to the date of this Agreement which, if pursued by the Company Partnership (or its Partnership Subsidiaries) would require additional expenditures of significant efforts or capital.

Real and Personal Property. Attached hereto as Schedule 6.16 is an accurate list, including substantially complete descriptions as of the Interim Balance Sheet Date, of all the real and personal property (which in the case of personal property had an original cost in excess of $25,000) owned or leased by the Company where the Company is a the lessee or sublessee, including true and correct copies of leases for equipment and properties on which are situated buildings, warehouses and other structures used in the operation of the business of the Company and including an indication as to which assets were formerly owned by any Stockholder or any affiliate (which term, as used herein, shall have the meaning ascribed thereto in Rule 144(a)(1) promulgated under the Securities Act of 1933, as amended (the "Securities Act")) of the Company. Except as set forth on Schedule 6.16, all of the Company's buildings, leasehold improvements, structures, facilities, equipment and other material items of tangible property and assets are in good operating condition and repair, subject to normal wear and maintenance, are usable in the regular and ordinary course of business and conform to all applicable laws, ordinances, codes, rules and regulations, and Authorizations relating to their construction, use and operation. All leases set forth on Schedule 6.16 have been duly authorized, executed and delivered and constitute the legal, valid and binding obligations of the Company and, to the knowledge of the Company, no other party to any such lease is in default thereunder and such leases constitute the legal, valid and binding obligations of such other parties. All fixed assets used by the Company in the operation of its business are either owned by the Company or leased under an agreement set forth on Schedule 6.16. The Company and the Stockholders have heretofore delivered to UniCapital copies of all title reports and title insurance policies received or held by the CompanyCompany . The Company and the Stockholders have indicated on Schedule 6.16 a summary description of all plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business to which management of the Company has devoted any significant effort or expenditure in the two-year period prior to the date of this Agreement which, if pursued by the Company would require additional expenditures of significant efforts or capital.

Real and Personal Property. Attached hereto 3.7.1 The Company and its Subsidiaries own, 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) used by them in the conduct of their respective businesses as Schedule 6.16 is an accurate list, including substantially complete descriptions such businesses are now being conducted. Except as disclosed in the Filed Company SEC Documents or Section 3.7.1 of the Interim Balance Sheet DateCompany Disclosure Schedule, neither the Company's nor any of all the real and personal 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 (which "Encumbrances"), except for such Encumbrances as are not in the case of personal aggregate reasonably likely to have a Company Material Adverse Effect. All such property had an original cost is in excess of $25,000) owned or leased by good condition and repair and is suitable in all material respects for the Company where the Company purposes for which it is a lessee or sublessee, including true and correct copies of leases for equipment and properties on which are situated buildings, warehouses and other structures now being used in the operation conduct of the business businesses of the Company and including an indication its Subsidiaries, except to the extent that the poor condition or unsuitability of any such property is not in the aggregate reasonably likely to have a Company Material Adverse Effect. 3.7.2 Except as to which assets were formerly otherwise disclosed in Section 3.7.2 of the Company Disclosure Schedule, all personal property that is owned by any Stockholder the Company or any affiliate (which termof its Subsidiaries or used by any of them in the conduct of their respective businesses is owned free and clear of any Encumbrances, except for such Encumbrances as used herein, shall are not in the aggregate reasonably likely to have the meaning ascribed thereto in Rule 144(a)(1) promulgated under the Securities Act of 1933, as amended (the "Securities Act")) of the Companya Company Material Adverse Effect. Except as set forth on Schedule 6.16, all of the Company's buildings, leasehold improvements, structures, facilities, equipment and other material items of tangible All such property and assets are is in good operating condition and repairworking condition, subject to normal wear and maintenancetear, are usable and is suitable in all material respects for the purposes for which it is now being used in the regular and ordinary course conduct of business and conform to all applicable laws, ordinances, codes, rules and regulations, and Authorizations relating to their construction, use and operation. All leases set forth on Schedule 6.16 have been duly authorized, executed and delivered and constitute the legal, valid and binding obligations businesses of the Company andand its Subsidiaries, except to the knowledge extent that the poor condition or unsuitability of the Company, no other party to any such lease property is in default thereunder and such leases constitute the legal, valid and binding obligations of such other parties. All fixed assets used by the Company not in the operation of its business are either owned by the aggregate reasonably likely to have a Company or leased under an agreement set forth on Schedule 6.16Material Adverse Effect. The Company and the Stockholders have heretofore delivered to UniCapital copies of all title reports and title insurance policies received or held by the Company. The Company and the Stockholders have indicated on Schedule 6.16 a summary description of all plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business to which management of the Company has devoted any significant effort or expenditure in the two-year period prior to the date of this Agreement which, if pursued by the Company would require additional expenditures of significant efforts or capital.3.8

Real and Personal Property. Attached hereto as Schedule 6.16 is an accurate list, including substantially complete descriptions as of the Interim Audited Balance Sheet Date, of all the real and personal property (which in the case of personal property had an original cost in excess of $25,000) owned or leased by the Company Partnership (including the Subsidiaries), where the Company Partnership or its Subsidiary is a lessee or sublessee, including true and correct copies of leases for equipment and properties on which are situated buildings, warehouses and other structures used in the operation of the business of the Company Partnership (including the Subsidiaries) and including an indication as to which assets were formerly owned by any Stockholder Partner or any affiliate (which term, as used herein, shall have the meaning ascribed thereto in Rule 144(a)(1) promulgated under the Securities Act of 1933, as amended (the "Securities Act")) of the CompanyPartnership. Except as set forth on Schedule 6.16, all of the CompanyPartnership's buildings, leasehold improvements, structures, facilities, equipment and other material items of tangible property and assets are in good operating condition and repair, subject to normal wear and maintenance, are usable in the regular and ordinary course of business and conform to all applicable laws, ordinances, codes, rules and regulations, and Authorizations relating to their construction, use and operation. All leases set forth on Schedule 6.16 have been duly authorized, executed and delivered and constitute the legal, valid and binding obligations of the Company Partnership (or the Subsidiaries) and, to the knowledge of the CompanyPartners, no other party to any such lease is in default thereunder and such leases constitute the legal, valid and binding obligations of such other parties. All fixed assets used by the Company Partnership (including the Subsidiaries) in the operation of its business are either owned by the Company Partnership (or the Subsidiaries) or leased under an agreement set forth on Schedule 6.16. The Company Partnership and the Stockholders Partners have heretofore delivered to UniCapital copies of all title reports and title insurance policies received or held by the CompanyPartnership (including the Subsidiaries). The Company Partnership and the Stockholders Partners have indicated on Schedule 6.16 a summary description of all plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business to which management of the Company Partnership (or the Subsidiaries) has devoted any significant effort or expenditure in the two-year period prior to the date of this Agreement which, if pursued by the Company Partnership (or the Subsidiaries) would require additional expenditures of significant efforts or capital.

Real and Personal Property. Attached hereto as Schedule 6.16 is an accurate list, including substantially complete descriptions as of the Interim Balance Sheet Date, of all the real and personal property (which in the case of personal property had an original cost in excess of $25,000) owned or leased by the Company (including its Subsidiaries) where the Company or its Subsidiary is a lessee or sublessee, including true and correct copies of leases for equipment and properties on which are situated buildings, warehouses and other structures used in the operation of the business of the Company and including an indication as to which assets were formerly owned by any Stockholder or any affiliate (which term, as used herein, shall have the meaning ascribed thereto in Rule 144(a)(1) promulgated under the Securities Act of 1933, as amended (the "Securities Act")) of the CompanyCompany or any Subsidiary and the Company has delivered true and correct copies of leases for equipment and properties on which are situated buildings, warehouses and other structures used in the operation of the business of the Company (including its Subsidiaries). Except as set forth on Schedule 6.16, all of the Company's and Subsidiaries' buildings, leasehold improvements, structures, facilities, equipment and other material items of tangible property and assets are in good operating condition and repair, subject to normal wear and maintenance, are usable in the regular and ordinary course of business and conform to all applicable laws, ordinances, codes, rules and regulations, and Authorizations relating to their construction, use and operation. All leases set forth on Schedule 6.16 have been duly authorized, executed and delivered and constitute the legal, valid and binding obligations of the Company (or its Subsidiaries) and, to the knowledge of the CompanyStockholders, (i) no other party to any such lease is in default thereunder and (ii) such leases constitute the legal, valid and binding obligations of such other parties. All fixed assets used by the Company (including its Subsidiaries) in the operation of its business are either owned by the Company (or its Subsidiaries) or leased under an agreement set forth on Schedule 6.16 to the extent required to be set forth on Schedule 6.16. The Company and the Stockholders have heretofore delivered to UniCapital copies of all title reports and title insurance policies received or held by the CompanyCompany (including its Subsidiaries). The Company and the Stockholders have indicated on Schedule 6.16 a summary description of all plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business to which management of the Company (or its Subsidiaries) has devoted any significant effort or expenditure in the two-year period prior to the date of this Agreement which, if pursued by the Company (or its Subsidiaries) would require additional expenditures of significant efforts or capital.

Real and Personal Property. Attached hereto as Schedule 6.16 is an accurate list, including substantially complete descriptions as of the Interim Audited Balance Sheet Date, of all the real and personal property (which in the case of personal property had an original cost in excess of $25,000) owned or leased by the Company (including its Subsidiary) where the Company or its Subsidiary is a lessee or sublessee, including true and correct copies of leases for equipment and properties on which are situated buildings, warehouses and other structures used in the operation of the business of the Company (including its Subsidiary) and including an indication as to which assets were formerly owned by any Stockholder or any affiliate (which term, as used herein, shall have the meaning ascribed thereto in Rule 144(a)(1) promulgated under the Securities Act of 1933, as amended (the "Securities Act")) of the CompanyCompany and its Subsidiary. Except as set forth on Schedule 6.16, all of the Company's and its Subsidiary's buildings, leasehold improvements, structures, facilities, equipment and other material items of tangible property and assets are in good operating condition and repair, subject to normal wear and maintenance, are usable in the regular and ordinary course of business and conform to all applicable laws, ordinances, codes, rules and regulations, and Authorizations relating to their construction, use and operation. All leases set forth on Schedule 6.16 have been duly authorized, executed and delivered and constitute the legal, valid and binding obligations of the Company (or its Subsidiary) and, to the knowledge of the CompanyStockholders, no other party to any such lease is in default thereunder and such leases constitute the legal, valid and binding obligations of such other parties. All fixed assets used by the Company (including its Subsidiary) in the operation of its business are either owned by the Company (or its Subsidiary) or leased under an agreement set forth on Schedule 6.16. The Company and the Stockholders have heretofore delivered to UniCapital copies of all title reports and title insurance policies received or held by the CompanyCompany (including its Subsidiary). The Company and the Stockholders have indicated on Schedule 6.16 a summary description of all plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business to which management of the Company (or its Subsidiary) has devoted any significant effort or expenditure in the two-year period prior to the date of this Agreement which, if pursued by the Company (or its Subsidiary) would require additional expenditures of significant efforts or capital.

Real and Personal Property. Attached hereto as Schedule 6.16 is an accurate list, including substantially complete descriptions as of the Interim Audited Balance Sheet Date, of all the real and personal property excluding aircrafts or aircraft parts (which in the case of personal property had an original cost in excess of $25,000) owned or leased by the Company where the Company or any CLA Company is a lessee or sublesseelessee, including true and correct copies of leases for equipment and properties on which are situated buildings, warehouses and other structures used in the operation of the business busi ness of the Company or any CLA Company and including an indication as to which assets were formerly owned by any Stockholder or any affiliate (which term, as used herein, shall have the meaning ascribed thereto in Rule 144(a)(1) promulgated under the Securities Act of 1933, as amended (the "Securities Act")) ), of the Company or any CLA Company. Except as set forth on Schedule 6.16, all of the Company's buildings, and each CLA Company's leasehold improvements, structures, facilities, equipment and other material items of tangible property and assets are in good operating condition and repair, subject to normal wear and maintenance, are usable in the regular and ordinary course of business and conform to all applicable laws, ordinances, codes, rules and regulations, and Authorizations relating to their construction, use and operation. All leases set forth on Schedule 6.16 have been duly authorized, executed and delivered and constitute the legal, valid and binding obligations of the Company and each CLA Company, as applicable, and, to the knowledge of the Companyeither Individual Stockholder, no other party to any such lease is in default thereunder and such leases constitute the legal, valid and binding obligations of such other parties. All fixed assets used by the Company or any CLA Company in the operation of its business are either owned by the Company or such CLA Company or leased under an agreement set forth on Schedule 6.16. The Company and Company, the CLA Companies or the Stockholders have heretofore delivered to UniCapital copies of all any title reports and title insurance policies received or held by the Company or any CLA Company. The Company and the Individual Stockholders have indicated on Schedule 6.16 a summary description of all plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business to which management of the Company or any CLA Company has devoted any significant effort or expenditure in the two-year period prior to the date of this Agreement which have not been terminated or abandoned and which, if pursued by the Company or such CLA Company, would require additional expenditures of significant efforts or capital, other than with respect to the acquisition of aircraft or aircraft parts.

Real and Personal Property. Attached hereto as Schedule 6.16 is an accurate list, including substantially complete descriptions as of the Interim Balance Sheet Date, of all the real and personal property (which in the case of personal property had an original cost in excess of $25,000) owned or leased by the Company where the Company is a lessee or sublessee, including true and correct copies of leases for equipment and properties on which are situated buildings, warehouses and other structures used in the operation of the business of the Company and including an indication as to which assets were formerly owned by any Stockholder or any affiliate (which term, as used herein, shall have the meaning ascribed thereto in Rule 144(a)(1) promulgated under the Securities Act of 1933, as amended (the "Securities Act")Section 2.10(i) of the CompanyDisclosure Schedule ---------------------------------------------------------------------- sets forth the addresses and uses of all real property that the Company owns, leases or subleases, or will own, lease or sublease immediately after giving effect to the Nycomed Acquisition. Except as set forth on Schedule 6.16in Section 2.10(ii) of ------------------- the Disclosure Schedule, all of the Company's buildingsCompany has, leasehold improvementsor will have after giving effect to ----------------------- the Nycomed Acquisition, structures, facilities, equipment and other material items of tangible property and assets are in good operating condition and repair, subject to normal wear and maintenance, are usable in the regular and ordinary course of business and conform to all applicable laws, ordinances, codes, rules and regulations, and Authorizations relating to their construction, use and operation. All leases set forth on Schedule 6.16 have been duly authorized, executed and delivered and constitute the legalgood, valid and binding obligations (if applicable) marketable title to those assets reflected on a balance sheet of the Company andprepared as of the Closing and delivered to Investor prior thereto (the "Closing Balance Sheet") --------------------- free and clear of all liens, to claims or encumbrances of any nature, other than liens for Taxes (as hereinafter defined) not yet due and payable, minor liens and encumbrances that do not materially detract from the knowledge value of the property subject thereto or materially impair the operations of the Company, no other party to any such lease is and liens that have otherwise arisen in default thereunder and such leases constitute the legal, valid and binding obligations ordinary course of such other partiesbusiness. All fixed assets used equipment included in such properties which is necessary to the business to be conducted by the Company is in the operation good condition and repair (ordinary wear and tear excepted) and all leases of its business are either owned by real or personal property to which the Company is a party, or leased under an agreement set forth on Schedule 6.16will be a party after giving effect to the Nycomed Acquisition, are fully effective and afford, or will afford after giving effect to the Nycomed Acquisition, the Company peaceful and undisturbed possession of the subject matter of the lease. The After giving effect to the Nycomed Acquisition, the property and assets of the Company and will be sufficient for the Stockholders have heretofore delivered conduct of the business to UniCapital copies of all title reports and title insurance policies received or held be conducted by the Company. The Company is not, and after giving effect to the Stockholders have indicated on Schedule 6.16 a summary description of all plans or projects involving the opening of new operationsNycomed Acquisition will not be, expansion in violation of any existing operations zoning, building or safety ordinance, regulation or requirement or other law or regulation applicable to the acquisition operation of any real property the properties owned or existing business leased or to be owned or leased by it, which management violation would have a Material Adverse Effect, nor do circumstances (other than the environmental conditions described in Schedule 2.10(iii) of the Disclosure Schedule) exist which to the --------------------------------------------- best knowledge of the Company has devoted would give rise to any significant effort such violation. There are no defaults by the Company or expenditure in the two-year period prior to the date best knowledge of the Company, by any other party (including Nycomed), which might curtail in any material respect the present use of the Company's property after giving effect to the Nycomed Acquisition. The performance by the Company of this Agreement whichand the consummation of the Nycomed Acquisition will not result in the termination of, if pursued by the Company would require additional expenditures or in any increase of significant efforts or capitalany amounts payable under, any of such leases.

Real and Personal Property. Attached hereto as Schedule 6.16 is an accurate list, including substantially complete descriptions as of the Interim Audited Balance Sheet Date, of all the real and personal property excluding aircrafts or aircraft parts (which in the case of personal property had an original cost in excess of $25,000) owned or leased by the Company where the Company or any NSJ Company is a lessee or sublesseelessee, including true and correct copies of leases for equipment and properties on which are situated buildings, warehouses and other structures used in the operation of the business busi ness of the Company or any NSJ Company and including an indication as to which assets were formerly owned by any Stockholder or any affiliate (which term, as used herein, shall have the meaning ascribed thereto in Rule 144(a)(1) promulgated under the Securities Act of 1933, as amended (the "Securities Act")) of the Company or any NSJ Company. Except as set forth on Schedule 6.16, all of the Company's buildings, and each NSJ Company's leasehold improvements, structures, facilities, equipment and other material items of tangible property and assets are in good operating condition and repair, subject to normal wear and maintenance, are usable in the regular and ordinary course of business and conform to all applicable laws, ordinances, codes, rules and regulations, and Authorizations relating to their construction, use and operation. All leases set forth on Schedule 6.16 have been duly authorized, executed and delivered and constitute the legal, valid and binding obligations of the Company and each NSJ Company, as applicable, and, to the knowledge of the Companyany Individual Stockholder, no other party to any such lease is in default thereunder and such leases constitute the legal, valid and binding obligations of such other parties. All fixed assets used by the Company or any NSJ Company in the operation of its business are either owned by the Company or such NSJ Company or leased under an agreement set forth on Schedule 6.16. The Company and Company, the NSJ Companies or the Stockholders have heretofore delivered to UniCapital copies of all any title reports and title insurance policies received or held by the Company or any NSJ Company. The Company and the Stockholders have indicated on Schedule 6.16 a summary description of all plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business to which management of the Company or any NSJ Company has devoted any significant effort or expenditure in the two-year period prior to the date of this Agreement which have not been terminated or abandoned and which, if pursued by the Company or such NSJ Company, would require additional expenditures of significant efforts or capitalcapital other than with respect to the acquisition of aircraft or aircraft parts.

Real and Personal Property. Attached hereto as Schedule 6.16 is an accurate list, including substantially complete descriptions as of the Interim Balance Sheet Date, of all the real and personal property (which in the case of personal property had an original cost in excess of $25,000) owned or leased by the Company where the Company is a lessee or a sublessee, including true and correct copies of leases for equipment and properties on which are situated buildings, warehouses and other structures used in the operation of the business of the Company and including an indication as to which assets were formerly owned by any Stockholder or any affiliate (which term, as used herein, shall have the meaning ascribed thereto in Rule 144(a)(1) promulgated under the Securities Act of 1933, as amended (the "Securities Act")) of the Company. Except as set forth on Schedule 6.16, all of the Company's buildings, leasehold improvements, structures, facilities, equipment and other material items of tangible property and assets owned or leased by the Company are in good operating condition and repair, subject to normal wear and maintenance, are usable in the regular and ordinary course of business and conform to all applicable laws, ordinances, codes, rules and regulations, and Authorizations relating to their construction, use and operation. All leases set forth on Schedule 6.16 have been duly authorized, executed and delivered and constitute the legal, valid and binding obligations of the Company and, to the knowledge of the CompanyStockholder, no other party to any such lease is in default thereunder and such leases constitute the legal, valid and binding obligations of such other parties. All fixed assets used by the Company in the operation of its business are either owned by the Company or leased under an agreement set forth on Schedule 6.16. The Company and the Stockholders Stockholder have heretofore delivered to UniCapital copies of all title reports and title insurance policies received or held by the Company. The Company and the Stockholders Stockholder have indicated on Schedule 6.16 a summary description of all plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business to which management of the Company has devoted any significant effort or expenditure in the two-year period prior to the date of this Agreement which, if pursued by the Company would require additional expenditures of significant efforts or capital.

Real and Personal Property. Attached hereto as Schedule 6.16 is an accurate list, including substantially complete descriptions as of the Interim Balance Sheet Date, of all the real and tangible personal property (which in the case of personal property had an original cost in excess of $25,000) owned or leased by the Company where the Company is a lessee or sublessee, including true and correct copies of leases for equipment and properties on which are situated buildings, warehouses and other structures used in the operation of the business of the Company and including an indication as to which assets were formerly owned by any Stockholder or any affiliate (which term, as used herein, shall have the meaning ascribed thereto in Rule 144(a)(1) promulgated under the Securities Act of 1933, as amended (the "Securities Act")) of the Company. Except as set forth on Schedule 6.16, all of the Company's buildings, leasehold improvements, structures, facilities, equipment and other material items of tangible property and assets owned or leased by the Company are in good operating condition and repair, subject to normal wear and maintenance, are usable in the regular and ordinary course of business and conform to all applicable laws, ordinances, codes, rules and regulations, and Authorizations relating to their construction, use and operation. All leases set forth on Schedule 6.16 have been duly authorized, executed and delivered and constitute the legal, valid and binding obligations of the Company and, to the knowledge of the CompanyStockholders, no other party to any such lease is in default thereunder and such leases constitute the legal, valid and binding obligations of such other parties. The terms of the lease for the premises located at 433 Xxx Xxxx Xxxxxx xx in effect prior to the Balance Sheet Date and the terms of the lease for such premises to be pending thereafter as described in Exhibit 6.16 to Schedule 6.16 attached hereto, are no less favorable than those the Company would obtain from an unaffiliated third party. All fixed assets used by the Company in the operation of its business are either owned by the Company or leased under an agreement set forth on Schedule 6.16. The Company and the Stockholders have heretofore delivered to UniCapital copies of all title reports and title insurance policies received or held by the Company. The Company and the Stockholders have indicated on Schedule 6.16 a summary description of all plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business to which management of the Company has devoted any significant effort or expenditure in the two-year period prior to the date of this Agreement which, if pursued by the Company would require additional expenditures of significant efforts or capital.

Real and Personal Property. Attached hereto as Schedule 6.16 4.13 is an accurate list, including substantially complete descriptions as of the Interim Balance Sheet Date, of all the real and personal property (which in the case of personal property had an original cost in excess of $25,00050,000) owned or leased by the Company or its Subsidiaries where the Company is a or its Subsidiaries are lessee or sublessee, including true and correct copies of leases for equipment and properties on which are situated buildings, warehouses and other structures used in the operation of the business businesses of the Company and its Subsidiaries and including an indication as to which assets were formerly owned by any Stockholder or any affiliate (which term, as used herein, shall have the meaning ascribed thereto in Rule 144(a)(1) promulgated under the Securities Act of 1933, as amended (the "Securities Act")) of the CompanyCompany or its Subsidiaries. Except as set forth on Schedule 6.164.13, all of the Company's buildings, leasehold improvements, structures, facilities, equipment and other material items of tangible property and assets owned or leased by the Company and its Subsidiaries are in good operating condition and repair, subject to normal wear and maintenance, are usable in the regular and ordinary course of business and conform to all applicable laws, ordinances, codes, rules and regulations, Laws and Authorizations relating to their construction, use and operation. All leases set forth on Schedule 6.16 4.13 have been duly authorized, executed and delivered and constitute the legal, valid and binding obligations of the Company or its Subsidiaries and, to the knowledge of the CompanyCompany or its Subsidiaries, no other Person party to any such lease is in default thereunder and such leases constitute the legal, valid and binding obligations of such other parties. All fixed assets used by the Company and its Subsidiaries in the operation of its business their respective businesses are either owned by the Company or its Subsidiaries or leased under an agreement set forth on Schedule 6.164.13. The Company and the Stockholders have heretofore delivered to UniCapital copies of all title reports and title insurance policies received or held by the Company. The Company and the Stockholders have has indicated on Schedule 6.16 4.13 a summary description of all plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business to which management of the Company has and its Subsidiaries have devoted any significant effort or expenditure in the twoone-year period prior to the date of this Agreement which, if pursued by the Company and its Subsidiaries would require additional expenditures of significant efforts or capital.

Real and Personal Property. Attached hereto as Schedule 6.16 is an accurate list, including substantially complete descriptions as of the Interim Audited Balance Sheet Date, of all the real and personal property (which in the case of personal property had an original cost in excess of $25,000) owned or leased by the Company where the Company is a lessee or sublessee, including true and correct copies of leases for equipment and properties on which are situated buildings, warehouses and other structures used in the operation of the business of the Company and including an indication as to which assets were formerly owned by any Stockholder or any affiliate (which term, as used herein, shall have the meaning ascribed thereto in Rule 144(a)(1) promulgated under the Securities Act of 1933, as amended (the "Securities Act")) of the Company and the Company has delivered true and correct copies of leases, where the Company is a lessee or sublessee, for equipment and properties on which are situated buildings, warehouses and other structures used in the operation of the business of the Company. Except as set forth on Schedule 6.16, where the Company is a lessee or sublessee, all of the Company's buildings, leasehold improvements, structures, facilities, equipment and other material items of tangible property and assets are in good operating condition and repair, subject to normal wear and maintenance, are usable in the regular and ordinary course of business and conform to all applicable laws, ordinances, codes, rules and regulations, and Authorizations relating to their construction, use and operation. All leases set forth on Schedule 6.16 have been duly authorized, executed and delivered and constitute the legal, valid and binding obligations of the Company and, to the knowledge of the CompanyStockholders, no other party to any such lease is in default thereunder and such leases constitute the legal, valid and binding obligations of such other parties. All fixed assets used by the Company in the operation of its business are either owned by the Company or leased under an agreement set forth on Schedule 6.16. The Company and the Stockholders have heretofore delivered to UniCapital copies of all title reports and title insurance policies received or held by the Company. The Company and the Stockholders have indicated on Schedule 6.16 a summary description of all plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business to which management of the Company has devoted any significant effort or expenditure in the two-year period prior to the date of this Agreement which, if pursued by the Company would require additional expenditures of significant efforts or capital.