Common use of Assets Clause in Contracts

Assets. (a) The Transferred Assets are owned by the Sellers and their Affiliates free and clear of all Liens, except for Permitted Liens. The Sellers or their Affiliates have good and marketable title to, or a valid leasehold interest in, all of the Transferred Assets. (b) Except for the services provided under the Companion Agreements and general centralized administrative and corporate functions, as of the date hereof the Transferred Assets collectively constitute, and as of the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the Business in the manner operated by the Sellers from December 31, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliates. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Person.

Assets. (a) The Transferred 7.1 Other than any Assets are owned and rights where non-availability for use by the Sellers EDS Business would not reasonably be expected to have a material effect on the EDS Business, the EDS Assets and their Affiliates EDS Entities, when taken together with (i) the Assets and rights to which the Purchaser’s Group has access pursuant to any of the Ancillary Agreements, (ii) the Retained Assets to be used by a member of the Seller’s Group in providing services to a member of the Purchaser’s Group under any of the Ancillary Agreements, or to be leased or licensed by a member of the Seller’s Group to a member of the Purchaser’s Group under any of the Ancillary Agreements and (iii) the Sharing Arrangements, comprise all the Assets and rights necessary for the Purchaser’s Group to carry on the EDS Business in substantially the same manner as the EDS Business is conducted at the Signing date. 7.2 Each of the EDS Assets is free and clear of all Liensfrom Third Party Rights, except for Permitted Liens. The Sellers Encumbrances, and the relevant EDS Entity or their Affiliates have good and marketable title to, or a valid leasehold interest in, all member of the Transferred Assets. (b) Except for the services provided under the Companion Agreements and general centralized administrative and corporate functionsSeller’s Group, as the case may be, has, and upon Conveyance in accordance with this Agreement the Purchaser will have, full right, power and authority to dispose of the date hereof the Transferred Assets collectively constituteEDS Assets, and as of the date immediately prior subject to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the Business in the manner operated by the Sellers from December 31, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets (i) are reservation or retention of title in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear exceptedthe Ordinary Course, (ii) are usable in the ordinary course of business consistent with past practice requirement to obtain consent from counterparties to the Contracts to the novation or assignment thereof, and (iii) conform the consent, approvals and provisions set out in this Agreement. 7.3 The EDS Plants, EDS Equipment and Machinery, all material respects to all Laws applicable thereto. Except the consumables at the EDS Sites and the EDS Furniture, in each case, necessary for the Subject Equipment and equipment or property held by operation of the Sellers’ customers, repair and service providers or others EDS Business are in satisfactory working order to the extent necessary for the operation of the EDS Business in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their AffiliatesOrdinary Course. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Person.

Assets. (a) The Transferred Assets are owned by Except as otherwise provided in this Agreement or as would not, individually or in the aggregate, materially impair the operations of the Business, taken as a whole, the Sellers or the Conveyed Subsidiaries (or their Subsidiaries) have, or will have as of the Closing, good and their Affiliates valid title to, or other legal rights to possess and use, all of the assets comprising the business reflected in the Financial Statements (for clarity, excluding any assets sold or disposed of in the ordinary course of business after the date thereof), free and clear of all Liens, except for any Liens other than Permitted Liens. The Sellers or their Affiliates have good and marketable title to, or a valid leasehold interest in, all of the Transferred Assets. (b) Except for the services provided under the Companion Agreements and general centralized administrative and corporate functions, (i) as set forth in Section 4.15(b) of the date hereof Seller Disclosure Letter (ii) for Excluded Services (as defined in the Transferred Assets collectively constituteTransition Services Agreement) and (iii) as would not, and as individually or in the aggregate, materially impair the operations of the date immediately prior to Business, taken as a whole, the Closing Date the Transferred Purchased Assets (assuming all consents and Approvals as may be adjusted required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been obtained; provided, that no such assumption shall be made to the extent Seller Parent is not in compliance with its obligations under Section 2.2 and Section 6.3 of this Agreement), together with the benefits, services, assets, licenses, sublicenses and other rights and benefits to be provided to Purchaser and its Affiliates pursuant to Section 5.08) collectively will constitutethis Agreement and the Ancillary Agreements, will, in the aggregate, constitute all of the assets, properties, rights assets either used in or necessary for Purchaser and interests necessary its Subsidiaries (including the Conveyed Subsidiaries and their Subsidiaries) to operate conduct the Business in the manner operated by the Sellers from December 31, 2012 through as conducted as of the date of this Agreement and as of immediately prior to the Closing Date, respectivelyClosing. (c) All items After giving effect to the Seller Internal Restructurings and the other transactions contemplated by this Agreement and the Ancillary Agreements (assuming all consents and Approvals as may be required in connection with the consummation of Tangible Personal Property the transactions contemplated by this Agreement and buildingsthe Ancillary Agreements have been obtained; provided, plants, improvements that no such assumption shall be made to the extent Seller Parent is not in compliance with its obligations under Section 2.2 and other assets included Section 6.3 of this Agreement) and except as provided for in the Transferred Assets Ancillary Agreements, the Conveyed Subsidiaries (iand the Subsidiaries thereof) are will not, directly or indirectly, be engaged in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliates. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual PropertyRetained Business, or the use of such Third Party Intellectual Property in the Businesshold or be subject to any Retained Liability or Excluded Asset (other than non-material or ministerial liabilities, infringesassets, violates rights or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Personproperties).

Assets. (a) The Other than the Excluded Assets, the right, title and interest of Seller and its Affiliates in the Transferred Assets are constitute all of the Assets of Seller and its Affiliates owned by or held by, used or intended for use, leased, licensed, accrued, reserved, allocated or incurred in connection with the Sellers conduct of any Specified Business in all material respects as currently conducted and, immediately after the Closing, shall be sufficient for Buyer to continue to operate and their Affiliates free and clear of conduct such Specified Business in all Liensmaterial respects as currently conducted. At the Closing (after giving effect to the Transaction), except for Permitted Liens. The Sellers Buyer or their Affiliates its designated Affiliate will have good and marketable title toto (or in the case of Transferred Assets that are leased, or a valid leasehold interest interests in) the Transferred Assets free and clear of any Encumbrances, all other than Permitted Encumbrances (or in the case of the Transferred AssetsInvestments, Encumbrances under the Investment Documents), and those created by Buyer or its Affiliates. (b) Except for The Shared Assets and Liabilities are the services provided under the Companion Agreements only Assets and general centralized administrative and corporate functions, as Liabilities of Seller or any of its Affiliates that Relate to both of the date hereof the Transferred Assets collectively constituteSpecified Businesses or to any Specified Business and any other business of Seller or its Affiliates, and as including any part of the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the Business in the manner operated by the Sellers from December 31, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectivelyFriendco Business. (c) All items The Friendco Transferred Assets are the only Assets that are Primarily Related to the Cable Systems being purchased by Friendco. None of Tangible Personal Property and buildingsthe Friendco Transferred Assets are Primarily Related to any Specified Business except to the extent Buyer has otherwise so consented. Other than the Friendco Transferred Assets, plants, improvements and other assets included in the Transferred Assets and the Excluded Assets, there are no Assets of Seller or any of its Affiliates Related to the Business. (id) are in good operating condition Schedule 3.20(d) of the Seller Disclosure Schedule sets forth a true and in a state complete list of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred material Assets Related to each Specified Business owned, held by, leased or licensed by any Subsidiary of Seller that is in the possession of the Sellers or their Affiliatesnot a Debtor. (ie) No individual identified in Other than the definition Tele-Media Entities, the Transferred Investments and the wholly owned Subsidiaries of “Knowledge Seller and as set forth on Schedule 3.20(e) of the Sellers” has received written notice that Seller Disclosure Schedule, Seller and its Affiliates have no Equity Security in any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) Person which holds Assets Primarily Related to the Knowledge of operations and business conducted by the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other PersonCable Systems.

Assets. Seller has good and marketable title to (aor, in the case of Assets that are leased, valid leasehold interests in) the Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and, at Closing, (i) the LLC will have good and marketable title to (or, in the case of Assets that are leased, valid leasehold interests in) the Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and (ii) Seller will have good and marketable title to the LLC Interest. The Transferred Assets are owned by (other than Real Property, as to which the Sellers representations and their Affiliates warranties in SECTION 5.7 and Deeds apply) are, and at Closing will be, free and clear of all LiensEncumbrances of any kind or nature, except for Permitted Liens. The Sellers or their Affiliates have good and marketable title to, or a valid leasehold interest in(a) Encumbrances disclosed on SCHEDULE 7, all of which will be removed and released at or prior to the Transferred Assets. Closing, (b) Except for Permitted Encumbrances, and (c) restrictions stated in the services provided under the Companion Agreements and general centralized administrative and corporate functions, as Governmental Permits. None of the date hereof Encumbrances disclosed on SCHEDULE 7 include loans, credit arrangements, borrowings or other obligations that are cross-collateralized with the Transferred Assets collectively constituteassets of any other Affiliate of Seller. Except as set forth on SCHEDULE 2 OR 3, and as none of the date immediately prior to Equipment is leased from any other Person. The Assets, together with the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constituteExcluded Assets, are all of the assets, properties, rights and interests necessary to permit the LLC to conduct the Business and to operate the Business System substantially as it is currently being conducted and operated and in the manner operated by the Sellers from December 31material compliance with all applicable Legal Requirements, 2012 through the date of this Agreement Seller Contracts and Governmental Permits as of immediately prior to the Closing Date, respectively. (c) Closing. All items of Tangible Personal Property and buildings, plants, improvements and other assets included the Equipment listed in the Transferred Assets (i) are SCHEDULE 5 is in good operating condition and in a state of good maintenance and repair consistent with current industry standardsrepair, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice excepted and (iii) conform in all material respects to all Laws applicable thereto. Except is suitable and adequate for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliates. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their continued use in the Business does notmanner in which it is presently used. To Seller's knowledge, otherwise infringeno Person (other than Seller with respect to the Business) has been granted or has applied for a cable television franchise in any Service Area or is operating a cable television system or other non-satellite multichannel video programming distribution system in any Service Area. To Seller's knowledge, violate no restoration, repaving, repair or misappropriate other work is required to be made by Seller to any street, sidewalk or abutting or adjacent area pursuant to the Intellectual Property requirement of any ordinance, code, permit, easement or contract relating to the installation, construction or operation of any of the System. No property of any Person has been damaged, destroyed, disturbed or removed in the process of construction or maintenance of the System which has not been, or will not be prior to Closing, repaired, restored or replaced and which damage, loss or disruption is material or material to the operation of the System. No Person, other Personthan Seller, owns any assets that are used in the operation of the System, other than as set forth in SCHEDULE 4.3 and SCHEDULE 5.4. No Assets have been owned by Seller but located outside the State of Washington within the previous five (5) years.

Assets. (a) The Transferred Assets are owned by Except as set forth on Section 3.7(a) of the Sellers Disclosure Schedule, Seller or the applicable Seller Entity has, in all material respects, good and their Affiliates valid marketable title to, or a valid leasehold interest or license in, the tangible Acquired Assets, free and clear of all Liens, except for Permitted Liens. The Sellers Acquired Assets constitute all material tangible assets of the Seller Entities reflected on the balance sheet included on the Most Recent Financial Statements (other than assets purchased, acquired, sold, transferred, used or their Affiliates have consumed since the Most Recent Fiscal Quarter End in the Ordinary Course of Business and the assets specifically set forth on Section 3.7(a) of the Disclosure Schedule). This Section 3.7(a) does not apply to the Company Intellectual Property, which is exclusively addressed in Section 3.13 and the Intellectual Property License and Assignment Agreement. (b) Except as set forth on Section 3.7(b) of the Disclosure Schedule, each Acquired Company has, in all material respects, good and marketable title to, or a valid leasehold interest or license in, all the properties and assets (tangible and intangible) used by such Acquired Company, located at its premises or shown on the balance sheet included on the Most Recent Financial Statements or acquired after the date thereof (other than assets purchased, acquired, sold, transferred, used or consumed since the Most Recent Fiscal Quarter End in the Ordinary Course of Business and the assets specifically set forth on Section 3.7(a) of the Transferred AssetsDisclosure Schedule), free and clear of all Liens, except for Permitted Liens. This Section 3.7(b) does not apply to the Company Intellectual Property, which is exclusively addressed in Section 3.13 and the Intellectual Property Assignment and License Agreement. (bc) Except for the services provided under the Companion Agreements and general centralized administrative and corporate functions, as Assuming (i) receipt of the date hereof the Transferred Assets collectively constituteapprovals, authorizations, and as consents (and the filing of the date immediately prior notices and granting and issuances of licenses, orders, waivers, and permits) specifically identified in Section 3.7(c)(i) of the Disclosure Schedule and (ii) that Buyer independently were to have use of the assets or other items specifically set forth on Section 3.7(c)(ii) of the Disclosure Schedule, the Acquired Assets and the assets of the Acquired Companies, together with the services, assets (including Intellectual Property rights) and other rights and interests assigned, licensed, transferred, conveyed, delivered, or otherwise granted to Buyer pursuant to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constituteAncillary Agreements, are all of the assets, properties, properties and rights primarily used or held for use by the Seller Entities and interests necessary to operate the Acquired Companies in the operation of the Business and are sufficient for the continued conduct of the Business in all material respects after the Closing in the same manner operated as currently conducted by Seller and its Affiliates. Except as set forth on Section 3.7(c)(i) of the Sellers from December 31Disclosure Schedule or Section 3.7(c)(ii) of the Disclosure Schedule, 2012 through none of the date of this Agreement and as of immediately prior Excluded Assets are material to the Closing Date, respectivelyoperation of the Business. (cd) All items Except as set forth on Section 3.7(d) of Tangible Personal Property and the Disclosure Schedule, the material tangible assets (including the buildings, plantsmachinery and equipment) that are part of the Acquired Assets or are owned or leased by the Acquired Companies are free from material defects, improvements and other assets included have been maintained in the Transferred Assets (i) accordance with normal industry practice, are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary (subject to normal wear and tear exceptedtear) and are suitable for the purposes for which they are presently used. (e) Except as set forth in Section 3.7(e) of the Disclosure Schedule, (ii) are usable the inventory of the Seller Entities included in the ordinary course Acquired Assets and the inventory of business consistent with past practice the Acquired Companies consists of raw materials and (iii) conform supplies, manufactured and purchased products, work in all material respects to all Laws applicable thereto. Except for the Subject Equipment process and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practicesfinished goods, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliates. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Propertywhich is, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of Seller, useable and saleable in the SellersOrdinary Course of Business, excluding and none of which, to the Third Party Intellectual PropertyKnowledge of Seller, is slow-moving, damaged or defective, subject in each case to the Inventory Reserve Amount. Except as set forth in Schedule 3.7(e), since January 1, 2017, the other Transferred Assets do notinventory of each Seller Entity relating to the Business and the inventory of the Acquired Companies have been purchased, produced, marketed and their use sold in the Business does notOrdinary Course of Business. Notwithstanding anything in this Agreement to the contrary, otherwise infringethe representations and warranties set forth in this Section 3.7(e) are the sole and exclusive representations and warranties made by Seller with respect to inventory, violate or misappropriate including the Intellectual Property sufficiency of any other Personthe Inventory Reserve Amount.

Assets. (ai) The Except for any Assets identified in Schedule ‎1.4(e) as an EB Transferred Asset or an ET Transferred Asset and except for properties, interests, Assets, services and rights that are the subject of Consents as set forth on Schedule ‎3.1(e) and which may not be delivered as of the Closing Date, EB Splitco and ET Splitco each have in all material respects access to and use of, or will have access to and use of as of the Closing Date, all EB Transferred Assets and ET Transferred Assets including (A) good and marketable fee simple title to, or a valid and binding leasehold interest in, the real property they own or lease that are owned by included in the Sellers EB Transferred Assets or the ET Transferred Assets and their Affiliates (B) good title to the personal tangible property they own or lease that are included in the EB Transferred Assets or the ET Transferred Assets, in each case free and clear of all Liens, except for Permitted Liens. The Sellers or their Affiliates have good and marketable title to, or a valid leasehold interest in, all of the Transferred Assets. (bii) Except for Intellectual Property, which is addressed in Section 3.1(k)(iii), immediately following the services provided under Closing the Companion Agreements and general centralized administrative and corporate functions, as of the date hereof the EB Transferred Assets collectively constituteand the ET Transferred Assets, together with the Assets or services for which provision for access thereto is otherwise made in this Agreement, in the Transaction Documents (taking into account each such Asset only to the extent to which such access is so provided to the EB Group or the ET Group following the Closing) or in any other Contract, arrangement or understanding between DISH and its Subsidiaries, on the one hand, and as of EchoStar and its Subsidiaries, on the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constituteother hand, all of the assets, properties, rights and interests necessary to operate the Business remaining in the manner operated by the Sellers from December 31, 2012 through the date of this Agreement and as of immediately prior to effect following the Closing Date, respectivelyincluding those Assets already possessed by a member of the EB Group or the ET Group, constitute all the Assets necessary to conduct the EB Business and the ET Business in the same manner as which the EB Business and the ET Business are being conducted or contemplated to be conducted on the date hereof by EchoStar and its Subsidiaries in all material respects. (ciii) All items of Tangible Personal Property and buildingsExcept as would not, plants, improvements and other assets included individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect, (A) the tangible EB Transferred Assets (i) and the ET Transferred Assets are in good operating condition and in a state of good maintenance and repair consistent with current industry standardscondition, ordinary reasonable wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iiiB) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment plants, buildings, structures and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property other improvements included in the EB Transferred Assets is and ET Transferred Assets are structurally sound, free of defects and with no material alterations or repairs required thereto under Applicable Law or insurance company requirements, have access to public roads or valid easements for such ingress and egress and have access to water supply, storm and sanitary sewer facilities, telephone, gas and electrical connections, fire protection and drainage and other similar systems and facilities, in the possession of the Sellers or their Affiliates. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or each case as necessary to permit the use of such Third Party Intellectual Property plants, buildings and structures in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge operation of the SellersEB Business and the ET Business as conducted on the date hereof. *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. (iv) neither EchoStar nor any of its Subsidiaries has: (A) experienced any material interruption in the provision of services to customers at the Data Centers or (B) experienced any material security breaches at any of the Data Centers. (v) Except for any Assets identified in Schedule ‎1.4(e) as an EB Transferred Asset or an ET Transferred Asset, excluding neither HSSC nor any of its Subsidiaries (other than the Third Party Intellectual Property, the other EB Group) own any EB Transferred Assets do not, or ET Transferred Assets (disregarding ‎Section 1.4(b)(ix) and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property ‎Section 1.4(d)(ix) for purposes of any other Personthis ‎Section 3.1(p)(v)).

Assets. Subject to the terms and conditions of this Agreement (a) The Transferred and in particular subject to Section 2.1.5 as relates to the French Assets), at the Closing, or in connection with those Assets which are transferred in accordance with provision of Article 5 at any later date referred to or provide in such Article 5, the Purchaser shall and shall cause the other relevant Designated Purchasers to purchase or be assigned and assume from the relevant Designated Sellers (the name of which is set forth in Schedule 1.1), and the Seller shall and shall cause the other relevant Designated Sellers to transfer or assign to the relevant Designated Purchasers, the Shares and all of the Seller’s and such Designated Seller’s rights, title and interest in and to the following assets (such assets of any such Designated Seller are referred to herein as the “Designated Country Assets” and all Designated Country Assets are owned by collectively referred to herein as the Sellers and their Affiliates “Assets”), free and clear of all Liens, except for Liens other than the Permitted Liens. The Sellers or their Affiliates have good and marketable title to, or a valid leasehold interest in, all of the Transferred Assets.: (b1) Except for the services provided under the Companion Agreements and general centralized administrative and corporate functions, Inventory as of the date hereof Closing Date; (2) the Transferred Assets collectively constitute, and Owned Equipment as of the date immediately Closing Date; (3) the rights of the Seller or any other Designated Seller arising after the Closing Date under the contracts pursuant to which the Leased Equipment are leased to the Designated Sellers as of the Closing Date, subject to the other party (parties) to such contracts having consented to the assignment thereof; (4) the rights under the Seller Contracts arising after the Closing Date (but including all rights under invoices issued after the Closing Date in connection with Nortel Products or Nortel Services sold or delivered prior to the Closing Date or for work performed prior to Closing); (5) the Business Information, subject to Section 2.1.2(4); (6) the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the Business in the manner operated by the Sellers from December 31, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliates. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or subject to the use Seller’s right to retain copies of such Third Party Transferred Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of (including source codes relating thereto); and (7) any other Person; and (ii) all assets to be transferred to the Knowledge Designated Purchasers in accordance with the provisions of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other PersonArticle 5.

Assets. Without limiting the generality of Section 2.1, AND EXCEPT WITH REGARDS TO THE EXCLUDED ASSETS WHICH ARE EXCLUDED FROM THIS SALE AND WHICH SHALL NOT BE CONVEYED TO BUYER, the Assets to be purchased by Buyer at the Closing include all of Seller’s available right, title and interest in all assets and properties owned by Seller and used by Seller in connection with the Business on the date hereof and on the Closing Date (all of which are purchased, subject to the Seller Representations on an AS IS, WHERE IS basis), including: (a) The Transferred Assets are parcels of real property described in Schedule 3.1(a) attached hereto, together with all mineral rights, air rights and water rights owned by Seller and all right, title and interest in any real property contiguous thereto which lies within the Sellers dedicated area of any public road or alley, open or closed, to the center line there at, and their Affiliates free all rights, ways, privileges, interest, servitudes, easements, licenses, hereditaments, appurtenances and clear of all Liensadvantages appertaining to the immovable property (collectively, except for Permitted Liens. The Sellers or their Affiliates have good and marketable title to, or a valid leasehold interest in, all of the Transferred Assets.“Land”); (b) Except for the services provided under the Companion Agreements and general centralized administrative and corporate functionsAll buildings, as of the date hereof the Transferred Assets collectively constituteimprovements, component parts, and as of the date immediately prior other improvements and fixtures in, on or to the Closing Date Land, including, without limitation, the Transferred Assets Facility (as may be adjusted pursuant to Section 5.08collectively, the “Improvements”) collectively will constituteand together with the Land, all of the assets, properties, rights and interests necessary to operate the Business in the manner operated by the Sellers from December 31, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectively.“Property”); (c) All of Seller’s right, title and interest in and to all tangible personal property owned by Seller and now or hereafter located on or in, stored for future use with, or used in connection with, the Property, excluding the Excluded Assets (collectively, the “Personal Property”), including, without limitation: (I) All apparatus, computer equipment and software and hardware, machinery, vehicles (but only the titled vehicles specifically listed on Schedule 3.1(c), attached hereto), furniture, fixtures, equipment and other items of Tangible Personal Property personal property which is utilized for the operation, maintenance or occupancy of the Facility, including, but not limited to, all interior and buildingsexterior window treatments and floor, plantswall and ceiling coverings, improvements partitions, doors and hardware, elevators, heating, plumbing and ventilating apparatus, gas, electric and steam fixtures, chutes, ducts and tanks, heaters, incinerators and boilers, air-cooling and air-conditioning equipment, lavatory fixtures; tools, building supplies, lobby decorations, kitchen appliances, and all additions thereto and replacements of the same, subject to Section 7.2(c) below); (II) All medical apparatus, furniture, fixtures, equipment, vehicles and other assets included items of property owned by Seller on the Closing Date; (III) All Records relating to the Assets; (IV) All consumable inventories of every kind and nature whatsoever owned by Seller, including, but not limited to, all pharmacy supplies, medical supplies, or equipment, office supplies, other supplies and foodstuffs, which are located at the Facility, except to the extent used or consumed by Seller in connection with the Transferred Assets (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable Business in the ordinary course of business consistent business; (d) To the extent assignable, all right, title and interest in, to and under all intangible property now or hereafter owned by Seller and used in the ownership, use, operation, occupancy, maintenance or development of the Property or Personal Property (collectively, the “Intangible Property”), including, without limitation: (I) All proceeds of any award made for a taking of all or any part of the Land or the Improvements by any Governmental Authority pursuant to the exercise of its power of eminent domain; (II) All assignable or transferable warranties and guaranties presently in effect from contractors, suppliers or manufacturers of personal property installed in or used in connection with past practice the Property or any work performed or improvements included as a part of the Property (collectively, the “Warranties”); (III) All claims, causes of action and (iii) conform other legal rights and remedies of Seller, but not Seller’s Obligations, whether or not known as of the Closing Date, relating to or in all material respects connection with Seller’s ownership of the Assets or necessary to all Laws applicable thereto. Except preserve for the Subject Equipment benefit of Buyer full rights to the Assets, but excluding causes of action and equipment other legal rights and remedies of Seller (A) against Buyer with respect to the transactions contemplated by this Agreement, or property held by (B) relating exclusively to the Sellers’ customersExcluded Assets; (IV) All environmental reports, repair hydrology studies, ADA surveys, soil reports, utility agreements, construction, equipment, facility names, development rights and service providers approvals, permits, approvals, plans, drawings, specifications, surveys, maps, engineering reports, assignable insurance proceeds, litigation records, maintenance records, and all other intangible rights used in connection with or others in relating or pertaining to the ordinary course ownership of business consistent with past practicesthe Facility; (V) To the extent assignable and transferrable, all licenses, authorizations, approvals and permits issued by any Governmental Authority relating to the operation, use, occupancy or maintenance of the Tangible Personal Property included in Facility, (collectively, the Transferred Assets is in “Approvals”); (VI) All goodwill relating to the possession operation of the Sellers or their Affiliates.Facility and the Business; (iVII) No individual identified in The Business and the definition of “Knowledge of assumed or d/b/a names associated with the Sellers” has received written notice that any Third Party Intellectual PropertyBusiness; (VIII) All admission phone numbers, or the use of such Third Party Intellectual Property websites, domain names and intangible personal property used in the Business; and (e) all of Seller’s right, infringestitle and interest in, violates to and under any agreement (including any lease) between a Resident of the Facility, on the one hand, and Seller, on the other hand as set forth on the Rent Roll (the “Rent Roll”) attached as Schedule 3.1(e)-1 (collectively, the “Residency Agreements”), and any real property leases, if any, relating to any premises located at the Facility other than the Residency Agreements, as set forth on the attached Schedule 3.1(e)-2 (collectively, the “Non-Residency Leases”), including any right, title and interest of Seller in and to any subleases with respect thereto, and including all amendments or misappropriates modifications thereto or supplements thereof, covering all or any portion of the Intellectual Facility (such Residency Agreements and Non-Residency Leases being referred to, collectively, as the “Leases”, and all persons or entities occupying the Property of or any other Person; part thereof pursuant to Residency Agreements, the “Residents” and (ii) all persons or entities occupying the Property or any part thereof pursuant to the Knowledge of the Sellers, excluding the Third Party Intellectual PropertyNon-Residency Leases, the “Tenants”), together with all deposits held in connection with the Leases, if any, including, without limitation, all unapplied security deposits, prepaid rent, guaranties, letters of credit and other Transferred Assets do notsimilar charges and credit enhancements providing additional security for the Leases, and their use in as set forth on the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Person.attached Schedule 3.1

Assets. (a) The Transferred Assets are owned by the Sellers and their Affiliates free and clear of all Liens, except for Permitted Liens. The Sellers or their Affiliates have good and marketable title to, or a valid leasehold interest in, all of the Transferred Assets. (b) Except for the services provided under the Companion Agreements and general centralized administrative and corporate functions, as of the date hereof the Transferred Assets collectively constitute, and as of the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the Business in the manner operated by the Sellers from December 31, 2012 2015 through the date of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliates. (d) (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Person.

Assets. (a) The Transferred Assets are owned by the Sellers and their Affiliates free and clear of all Liens, except for Permitted Liens. The Sellers or their Affiliates have good and marketable title to, or a valid leasehold interest inExcept as set forth on Schedule 8.4(a) to this Agreement, all material Assets of the Transferred AssetsJPE Companies are in operating condition, subject only to ordinary wear and tear, and fit for their intended purpose. (b) Except as set forth on Schedule 8.4(b) to this Agreement, (1) all of the material Assets are owned by a JPE Company, free and clear of all liens, encumbrances, Security Interests, claims, pledges, charges or restrictions of any kind or nature, (2) except as set forth on Schedule 8.4(b) or Schedule 8.6 to this Agreement, none of the material Assets are subject to a lease and (3) no JPE Company holds any material Assets on consignment. (c) All items that comprise Inventory of each JPE Company have been manufactured or purchased for sale or use in the ordinary course of business. The quantity of each item of Inventory and the mix of such items included in the Most Recent Financial Statements for each JPE Company are sufficient, appropriate and adequate to permit operation of such on a stand alone basis and as otherwise presently proposed to be operated following the Closing and in a manner consistent with past practice and present conduct. The raw materials and work-in-process of each JPE Company are useable in the ordinary course of business in the production or completion of the finished goods included in the Assets. The finished goods included in the Assets (other than slow moving and obsolete inventory to the extent reserved for in the books of the respective JPE Company) are fit for the services ordinary purposes for which such finished goods are used and are saleable in the ordinary course of business within a reasonable period of time and at such JPE Company's current selling prices for non-Affiliated transactions. Each JPE Company has provided under for adequate reserves in accordance with GAAP with respect to slow moving and obsolete Inventory. (d) All actual costs of items comprising the Companion Agreements Inventory of each JPE Company have been established by each JPE Company in the ordinary course and general centralized administrative in accordance with GAAP, and corporate functions, as such prices have not been increased in contemplation of the date hereof Transaction and are the Transferred same as would exist if this Agreement was not contemplated nor to be entered into. (e) With regard to each JPE Company, the tangible non-real estate Assets collectively constitute, (together with the buildings and as of improvements on the date immediately prior to Properties) are suitable for the purposes for which they are presently used and have the capacity on the Closing Date to permit the Transferred Assets manufacture of all products presently manufactured by such JPE Company in accordance with (i) the total overall annual and seasonal operating levels of such JPE Company for 1999 and (ii) except as may be adjusted pursuant set forth on Schedule 8.4(e) to Section 5.08) collectively will constitutethis Agreement, all the current specifications as of the assets, properties, rights and interests necessary to operate the Business in the manner operated by the Sellers from December 31, 2012 through the date of this Agreement and as of immediately prior the Closing Date required by current customers of such JPE Company, and to the Closing Dateknowledge of each JPE Company, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included there is no material expenditure presently required in the Transferred Assets (i) are in good operating order to maintain such condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliatesreplace any such Assets. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Person.

Assets. (a) The Seller has, and at the Closing Seller will Transfer to Buyer, (i) fee simple title to, or, subject to the expiration of any Real Property Leases in the Ordinary Course, a valid and binding leasehold interest in, the Leased Real Property, as applicable, and (ii) good title to, or has a valid leasehold interest in or valid rights under Contract to use, the Transferred Assets are owned by the Sellers and their Affiliates Assets, in each case free and clear of all LiensEncumbrances, except for Permitted Liens. The Sellers or their Affiliates have Encumbrances. (b) Upon the Closing, Buyer shall acquire good and marketable valid title to, or a and in the case of any leased assets, valid leasehold interest interests in, all each of the Transferred Assets, in each case free and clear of Encumbrances other than Permitted Encumbrances, and except as expressly contemplated by the Transaction Documents or for consents required in respect of leased assets, no restrictions on the Transferred Assets (other than any restrictions created by Buyer or its Affiliates) shall restrict Buyer’s right to resell, license or sublicense any of the Transferred Assets. (bc) No Affiliate of Seller owns any asset that is material, individually or in the aggregate, to the operation of the Business as conducted or as currently proposed to be conducted, that would constitute a Transferred Asset pursuant to Section 2.1 if such asset was held by Seller. (d) Except for the Excluded Seller Leased Property and the services provided under the Companion Agreements and general centralized administrative and corporate functions, as assets listed on Section 3.11(d) of the date hereof Seller Disclosure Letter, the Transferred Assets collectively constituteAssets, when taken together with the Seller Services, constitute all the assets, properties and rights (in each case, other than Intellectual Property Rights) of Seller necessary and sufficient to conduct the Business in all material respects as of the date currently conducted immediately prior to the Closing Date and, immediately after the Transferred Assets (as may be adjusted pursuant Closing, necessary and sufficient for Buyer to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary continue to operate and conduct the Business in the manner operated by the Sellers from December 31, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliatesas currently conducted. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Person.

Assets. (a) The Transferred Assets are owned by the Sellers Company and their Affiliates free and clear of all Liens, except for Permitted Liens. The Sellers or their Affiliates its Subsidiaries have good and marketable valid title to, or, in the case of personal property held under a lease or other Contractual Obligation, a valid leasehold interest in, all of the Transferred Assets. (b) Except for the services provided under the Companion Agreements and general centralized administrative and corporate functions, as of the date hereof the Transferred Assets collectively constitute, and as of the date immediately prior or adequate rights to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constituteuse, all of the assets, material personal properties, rights and interests necessary to operate assets (whether real or personal, tangible or intangible) used or held in connection with the Business conduct of the businesses of the Company and its Subsidiaries (collectively, the “Assets”), including all Assets reflected in the manner operated Interim Balance Sheet or acquired after the Most Recent Balance Sheet Date, except: (a) to the extent the enforceability of any such leases or other Contractual Obligations may be limited by the Sellers from December 31, 2012 through Bankruptcy and Equity Exception; and (b) for Assets that have been sold or otherwise disposed of since the date of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included Most Recent Balance Sheet Date in the Transferred Ordinary Course of Business. Neither the Company’s nor any of its Subsidiaries’ interest in such Assets (i) is subject to any Lien other than a Permitted Lien. The Assets are suitable for the purposes for which they are intended and in good operating operational condition and in a state of good maintenance and repair consistent with current industry standardsrepair, ordinary normal wear and tear excepted, (ii) have been regularly and properly serviced and maintained in a manner that would not void or limit the coverage of any warranty thereon, and are usable adequate to be used for the purposes for which they are currently used in the ordinary course of business consistent with past practice and (iii) conform manner they are currently used, in each case, in all material respects respects. The Assets which are tangible properties are free of any material structural or engineering defects, and there has not been any material interruption of the businesses of the Company and its Subsidiaries due to all Laws applicable theretoinadequate maintenance or obsolescence of the Assets which are tangible properties. Except for None of the Subject Equipment and equipment Assets which are personal or property held by movable properties are located other than at the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, Real Property. The Assets constitute all of the Tangible Personal Property included material properties and assets required to enable the businesses of the Company and its Subsidiaries to be conducted immediately after the Closing in the Transferred Assets is in same manner as the possession business of the Sellers or their AffiliatesCompany and its Subsidiaries has been currently conducted. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Person.

Assets. (a) The Transferred Assets 6.1 All the assets included in the Accounts or acquired after the Accounts Date as well as all the assets used in the business of the Companies: are legally and beneficially owned by the Sellers Companies free from any mortgage, charge, lien or other encumbrance; are not held subject to any agreement for lease, hire, hire purchase or sale on conditional or deferred terms; and their Affiliates free are in the possession or under the control of the Companies. In respect of any assets which are held under any agreement for lease, hire, hire purchase or sale on conditional or deferred terms, there has been no default by the Companies in the performance or observance of any of the provisions of such agreements. 6.2 So far as the Vendor is aware the office and clear other equipment used in connection with the business of the Companies is in satisfactory working order and has been regularly and properly maintained. 6.3 So far as the Vendor is aware no part of the amounts included in the Accounts or (in the case of an amount arising after the Accounts Date) in the books of the Companies as due from debtors is subject to any counter-claim or set-off nor has it been released on terms that any debtor pays less than the full book value of his debt or has been written off or has proved to any extent irrecoverable or is now regarded as irrecoverable. 6.4 The Companies do not own, use, require to use or otherwise have an interest in any patents, patentable or other inventions, trade marks, trade names, databases, registered designs, copyrights or other Intellectual Property. 6.5 The medical equipment used by LPC in its business is, subject to fair wear and tear, in all Liens, except for Permitted Liensmaterial respects in working order and is subject to enforceable valid and subsisting maintenance or service agreements. 6.6 The Property comprises the only freehold or leasehold or other immovable property in which the Companies have any interest or which are otherwise occupied or used by the Companies. The Sellers or their Affiliates have LPC is solely entitled at law and in equity to the Property and has a good and marketable title toto it. The Property is not subject to any mortgage, charge or a valid leasehold interest in, all of the Transferred Assets. (b) Except for the services provided under the Companion Agreements and general centralized administrative and corporate functions, as of the date hereof the Transferred Assets collectively constitute, and as of the date immediately prior other encumbrance. In relation to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the Business in the manner operated by the Sellers from December 31, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliates. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property LPC has paid all sums due and has not received notice of any other Person; and (ii) to breach of covenants from the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Personlandlord.

Assets. (a) The Transferred Assets are owned by Except as disclosed or reserved against in the Sellers Seller Financial Statements delivered prior to the date of this Agreement, the Seller Entities have good and their Affiliates marketable title, free and clear of all Liens, except for Permitted Liens. The Sellers or their Affiliates have good and marketable title to, or a valid leasehold interest in, to all of their respective Assets. All tangible properties used in the Transferred Assets. (b) Except for the services provided under the Companion Agreements and general centralized administrative and corporate functions, as businesses of the date hereof the Transferred Assets collectively constitute, and as of the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the Business in the manner operated by the Sellers from December 31, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets (i) Seller Entities are in good operating condition and in a state of good maintenance and repair consistent with current industry standardscondition, ordinary reasonable wear and tear excepted, (ii) and are usable in the ordinary course of business consistent with Seller’s past practice practices. (b) All Assets which are material to Seller’s business and which are held under leases or subleases by any of the Seller Entities, are held under valid Contracts enforceable in accordance with their respective terms, and each such Contract is in full force and effect. (c) Section 5.12(c) of the Seller Disclosure Memorandum lists (i) all real property owned by Seller or any Subsidiary and the owner and location of the property (the “Owned Real Property”); (ii) all leases, subleases, licenses or other contracts pursuant to which Seller or any of its Subsidiaries lease land and/or buildings, together with the real property rights (including security deposits), benefits and appurtenances pertaining thereto and rights in respect thereof, including ground leases (the “Real Property Leases”) (including identifying which entity is the party to each such agreement, and the location of the applicable property) and (iii) conform all leases, subleases, licenses or other use agreements between Seller or any of its Affiliates, as landlord, sublandlord or licensor, and third parties with respect to Owned Real Property or Leased Premises, as tenant, subtenant or licensee (“Tenant Leases”) (including identifying which entity is the party to each such agreement and the location of the applicable property). All such documentation (including all material amendments, modifications, and supplements thereto) has been made available to Buyer on or prior to the date hereof. (d) Either Seller or one of its Subsidiaries (in each instance identified on Section 5.12(c) of the Seller Disclosure Memorandum) (i) has good and indefeasible title to all Owned Real Properties, free and clear of all Liens, and (ii) has a valid and binding leasehold interest in all parcels of real property leased to Seller or one of its Subsidiaries pursuant to the Real Property Leases (the “Leased Premises”), free and clear of all Liens on the leasehold estate, and is in sole possession of the properties purported to be leased thereunder, subject and pursuant to the terms of the Real Property Leases. Since December 31, 2013, none of the Leased Premises or Owned Real Property has been taken by eminent domain (or, to the Knowledge of Seller, is the subject of a pending or contemplated taking which has not been consummated). The Owned Real Properties and Leased Premises constitute all interests in real property currently used, occupied or held for use in connection with the business of Seller and the Subsidiaries, as the business is currently conducted. (e) Subject to the Tenant Leases, if applicable, no Person other than Seller and its Subsidiaries has (or will have, at Closing) (i) any right in any of the Owned Real Property or any right to use or occupy any portion of the Owned Real Property or (ii) any right to use or occupy any portion of the Leased Premises. To Seller’s Knowledge, all buildings, structures, fixtures and appurtenances comprising part of the Owned Real Property are in material compliance with all zoning and other governmental requirements and are in good operating condition and not in current or imminent need of capital repairs in excess of $25,000 and are sufficient for the purposes to which they are used in the conduct of Seller’s and its Subsidiaries’ business. Seller and its Subsidiaries do not use in their businesses any real property other than the Owned Real Property and the Leased Premises. (f) Each of the Real Property Leases and each of the Tenant Leases is in full force and effect, without amendment and, to the Knowledge of Seller, there exists no default or event of default or event, occurrence, condition or act, with respect to Seller or any of its Subsidiaries or with respect to the other parties thereto, which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default thereunder. (g) Seller and its Subsidiaries have operated the Owned Real Property and the Leased Premises, and the continued operation of the Owned Real Property and the Leased Premises in the manner it is used in Seller’s and its Subsidiaries’ business will be, in accordance in all material respects with all applicable Laws. Prior to the date hereof, Seller has provided to Buyer a true, correct and complete copy of each Real Property Lease, Tenant Lease, title policy, survey, environmental report, and any other property condition report related to the Owned Real Property or Leased Premises, in each instance to the extent in the possession of Seller or any Subsidiary. (h) Except as would not be material to Seller, (i) subject to any applicable lease under which Seller and its Subsidiaries lease Personal Property (as defined below), Seller and its Subsidiaries have good, valid and marketable title to all Laws applicable thereto. Except for of the Subject Equipment personal property of Seller and equipment its Subsidiaries consisting of the trade fixtures, shelving, furniture, on-premises ATMs, equipment, security systems, safe deposit boxes (exclusive of contents), vaults, sign structures and supplies excluding any items consumed or property held by the Sellers’ customersdisposed of, repair and service providers but including new items acquired, used or others obtained in the ordinary course of business consistent with past practices, all the operation of the Tangible business of Seller and its Subsidiaries (“Personal Property”) and (ii) each of the leases under which Seller or any of its Subsidiaries lease Personal Property included is valid, and in full force and effect, without default thereunder by the Transferred Assets is in lessee or, to the possession Knowledge of Seller, the Sellers or their Affiliateslessor. (i) No individual identified The Seller Entities currently maintain insurance that is, in the definition of “Knowledge light of the Sellers” Seller Entities’ operations, commercially reasonable in amount, scope and coverage. None of the Seller Entities has received written notice from any insurance carrier, including in relation to its directors and officers insurance policy, that (i) any Third Party Intellectual Propertypolicy of insurance will be canceled or that coverage thereunder will be reduced or eliminated, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no claims for amounts exceeding $10,000 individually or in the Knowledge aggregate pending under such policies of insurance and no notices of claims in excess of such amounts have been given by any Seller Entity under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years Seller and each Seller Entity has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies. Seller has made no claims, and no claims are contemplated to be made, under its errors and omissions insurance or blanket bond. (j) The Assets of the Sellers, excluding Seller Entities include all Assets required to operate the Third Party Intellectual Property, business of the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other PersonSeller Entities as presently conducted.

Assets. (a) 3.9.1 The Transferred attached Assets are owned by the Sellers and their Affiliates free and clear Schedule contains a list of all Liensof the properties and assets, except for Permitted Lienstangible or intangible, used by AAG wherever located or shown on the Latest Balance Sheet (the "Assets"). The Sellers or their Affiliates have Except as set forth on the attached Assets Schedule, AAG has good and valid marketable title to, or a valid leasehold interest in, or a valid license to use, the Assets, free and clear of all Liens except for those of Callaway Golf. 3.9.2 Except as set forth on the attached Assets Schedule, all of AAG's buildings, equipment, machinery, fixtures, improvements and other tangible assets (whether owned or leased) are in good condition and repair (ordinary wear and tear excepted) and are fit for use in the ordinary course of AAG's business as presently conducted and as presently proposed to be conducted. All such assets have been installed and maintained in accordance with all applicable laws, regulations and ordinances. 3.9.2.1 The Intellectual Property currently used by AAG constitutes all of the Transferred AssetsIntellectual Property necessary in the conduct of the businesses of AAG, and there are no other items of Intellectual Property that are material to AAG or its business. 3.9.2.2 With respect to any license and sublicenses for Intellectual Property licensed or sublicensed to AAG: (bi) Except for such license or sublicense is valid and binding and in full force and effect and represents the services provided under entire agreement between the Companion Agreements respective licensor and general centralized administrative and corporate functions, as of the date hereof the Transferred Assets collectively constitute, and as of the date immediately prior licensee with respect to the Closing Date subject matter or such license of sublicense; (ii) the Transferred rights of AAG, in or to any Intellectual Property owned by or licensed to AAG do not conflict with or infringe on the right of any other Person. 3.9.3 Except as set forth on the attached Assets (as may be adjusted pursuant Schedule, AAG owns, has a valid leasehold interest in, or has a valid license to Section 5.08) collectively will constituteuse, all of the assets, propertiesproperties and rights, rights and interests (including water rights) whether tangible or intangible, necessary to operate for the Business in the manner operated by the Sellers from December 31, 2012 through the date conduct of this Agreement its business as presently conducted and as of immediately prior presently proposed to the Closing Date, respectivelybe conducted. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliates. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Person.

Assets. (a) The Transferred Assets are Section 4.10 of the Company Disclosure Letter sets forth a true, correct and complete list of all real property (i) owned or leased by the Sellers and their Affiliates free and clear Company or a Subsidiary, (ii) as to which the Company or a Subsidiary has a written license, easement or right of all Liensway to use, (iii) as to which the Company or a Subsidiary has the option to purchase, lease, license or acquire an easement or right of way pursuant to a written agreement or (iv) in which the Company or a Subsidiary has any other interest, except for Permitted Lienssuch real property interest which the loss of, individually or in the aggregate, is not reasonably likely to have a Company Material Adverse Effect. The Sellers or their Affiliates have good real property, improvements, equipment and marketable title to, personal property held under lease by any of the Company or a Subsidiary are held under valid leasehold interest inand enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such Subsidiary, and the Company or such Subsidiary enjoys peaceful and undisturbed possession under all of the Transferred Assetsleases pursuant to which it holds any real property, improvements, equipment or personal property. (b) Except for the services provided under the Companion Agreements The buildings, fixtures and general centralized administrative and corporate functions, as equipment of the date hereof the Transferred Assets collectively constitute, Company and as of the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the Business in the manner operated by the Sellers from December 31, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets (i) its Subsidiaries are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, (ordinary wear and tear excepted) and are adequate for the uses to which they are being put. (c) Each of the Company and its Subsidiaries has good and valid title to all the properties and assets reflected as owned on the most recent consolidated balance sheet of Company and its Subsidiaries, taken as a whole, included in the SEC Reports or purported to have been acquired by the Company or any of its Subsidiaries since such date (ii) are usable other than inventory sold, or property, plant and other equipment used up or retired, since such date, in each case in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included Company and its Subsidiaries), in the Transferred Assets is in the possession each case free and clear of the Sellers or their Affiliatesall liens and other encumbrances. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Person.

Assets. (a) The Seller owns, licenses, leases or has the legal right to use all the properties and assets, including the Business Intellectual Property, the Transferred Assets are owned IP Agreements, the Leased Real Property and the Tangible Personal Property, constituting the Purchased Assets, and, with respect to contract rights, is a party to, enjoys the right to the benefits of all Contracts and other arrangements used or intended to be used by the Sellers Seller (as such relate to the Business) or in or relating to the conduct of the Business, all of which properties, assets and their Affiliates free and clear of all Liens, rights constitute Purchased Assets except for Permitted Liensthe Excluded Assets. The Sellers or their Affiliates have Except as set forth in Section 3.15(a) of the Disclosure Schedule, the Seller has good and marketable title to, or a or, in the case of leased Purchased Assets, valid and subsisting leasehold interest interests in, all the Purchased Assets, free and clear of the Transferred Assetsall Encumbrances, except Permitted Encumbrances. (b) Except for the services to be provided under the Companion Agreements licenses granted under Section 5.06 and general centralized administrative and corporate functions, as Section 2.01 of the date hereof Disclosure Schedule, the Transferred Purchased Assets collectively constituteconstitute all the material properties, assets and rights forming a part of, used, held or intended to be used in, and as of the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, such material properties, assets and rights as are necessary in the conduct of, the Business and interests necessary to operate generate the Business Income. The Purchased Assets, together with the licenses granted under Section 5.06, are sufficient to conduct the Business in substantially the same manner operated by as currently conducted, including to provide all material services required to be provided under the Sellers from December 31Customer Contracts. The Seller has caused the Purchased Assets to be maintained in accordance with good business practice, 2012 through and all the date of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Purchased Assets (i) are in good operating condition and in a state of good maintenance repair and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except suitable for the Subject Equipment purposes for which they are used and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliatesintended to be used. (ic) No individual identified Except as set forth in Sections 3.02, 3.11(b), 3.14(c), 3.15(a), Section 2.01 of the Disclosure Schedule and 3.15(c) of the Disclosure Schedule, the Seller has the complete and unrestricted power and unqualified right to sell, assign, transfer, convey and deliver the Purchased Assets to the Purchaser without any material penalty or other material adverse consequences. Except as set forth in Section 5.04(d) and Section 5.04(e), following the consummation of the transactions contemplated by this Agreement and the execution of the instruments of transfer contemplated by this Agreement, the Purchaser will own, with good, valid and marketable title, or lease, under valid and subsisting Leases, or otherwise acquire the interests of the Seller in the definition Purchased Assets, free and clear of “Knowledge any Encumbrances, other than Permitted Encumbrances, and without incurring any material penalty or other material adverse consequence, including any material increase in rentals, royalties, or license or other fees imposed as a result of, or arising from, the consummation of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Persontransactions contemplated by this Agreement.

Assets. (a) The Transferred Seller is the sole owner of the Assets and Seller Proprietary Assets and has full and exclusive right to assign the rights assigned herein; (b) all of the Assets (including the Seller Proprietary Assets) are owned by the Sellers and their Affiliates free and clear of all Liens, except for Permitted Liens. The Sellers or their Affiliates have good and marketable title to, or a valid leasehold interest in, all of the Transferred Assets.Encumbrances; (bc) Except for the services provided under Assets and Seller Proprietary Assets constitute all the Companion Agreements and general centralized administrative and corporate functions, as of the date hereof the Transferred Assets collectively constitute, and as of the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate enable the Seller to conduct the Business in the manner operated in which such Business is being conducted; (d) none of the Seller Proprietary Assets infringe, conflict with or violate any Proprietary Assets of any third party; (e) Seller has maintained the Assets and Seller Proprietary Assets in confidence and has not granted, directly or indirectly, any rights or interest whatsoever in the Assets or Acquired Proprietary Assets to any third party; (f) all employees, agents, consultants, or contractors of Seller who have contributed to, participated in the development of or have access to any of the Assets or Seller Proprietary Assets either (1) is a party to a “work-for-hire” agreement under which the Seller (or any predecessor in interest, if applicable) is deemed to be the original owner/author of all property rights therein; or (2) has executed an assignment or an agreement to assign in favor of the Seller (or any predecessor in interest, if applicable) all right, title and interest in such material; and (g) all Seller Proprietary Assets which are patents, trademarks, service marks and copyrights that are registered with any Governmental Body are valid and subsisting, and all documents, instruments, and fees necessary to establish, perfect, and maintain the rights of the Seller in the Seller Proprietary Assets have been and will be in the future validly executed, delivered, and filed in a timely manner with the appropriate Governmental Body. Each of the Assets that is registered is and at all times has been in compliance with all legal requirements and all filings, payments, and other actions required to be made or taken to maintain such Asset in full force and effect have been made by the Sellers from December 31, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectivelyapplicable deadline. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliates. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Person.

Assets. (a) Except as would not be material to the Business, (i) The Transferred Assets are owned Company and the Company Subsidiaries have good and valid title to (or in the case of leased properties or assets, valid leasehold interests) in all of their properties and assets (real, personal and mixed), (ii) all of the assets and properties owned, leased, or licensed by the Sellers and their Affiliates Company are free and clear of all Liens, except for Liens identified on Schedule 3.13(a) of the Company Disclosure Schedule and Permitted Liens. The Sellers or their Affiliates have good , and marketable title to, or a valid leasehold interest in(iii) other than as contemplated by Section 2.06(b), all of the Transferred Assetsassets primarily related to the Business held by the Parent Group have been, or shall be as of the Closing, transferred to the Company Group or the Buyer. (b) Except for The material tangible property owned, leased or licensed by the services provided under Company and the Companion Agreements Company Subsidiaries or held by the Parent Group and general centralized administrative and corporate functionsprimarily related to the Business (including material equipment and, as to the Knowledge of the date hereof the Transferred Assets collectively constituteCompany, buildings, structures, and as of facilities) is in good operating condition and repair consistent with age, normal wear and tear not caused by neglect excepted. (i) Taking into account any assets, properties, rights, titles and interests made available by the date immediately Seller and its Affiliates to the Company and the Company Subsidiaries following the Closing pursuant to any Transaction Documents (including Section 2.06(b)) and the covenants to be performed prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.086.06, (ii) collectively assuming all consents, authorizations, assignments, amendments and permits necessary in connection with the consummation of the transactions contemplated by the Transaction Documents have been obtained, and (iii) other than with respect to Overhead and Shared Services, the Buyer will constituteown, hold or have the right to use (including by means of ownership of rights pursuant to licenses or other Contracts) at Closing all of the assets, properties, rights rights, titles and interests that are used or held for use in and are necessary to operate the Business in the manner operated by the Sellers from December 31, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment Business immediately following the Closing in substantially the same manner as conducted by Parent and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all its Subsidiaries as of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliatesdate hereof. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Person.

Assets. (a) The Transferred Assets are owned Company or a Company Subsidiary owns, and has title to, or in the case of assets (other than Company Leased Real Property) purported to be leased by the Sellers Company or a Company Subsidiary, leases and has valid leasehold interest in, each of the tangible assets owned or leased by the Company or a Company Subsidiary, free and clear of all Liens (other than Permitted Liens), except as would not, individually or in the aggregate, reasonably be expected to be materially adverse to the Company and the Company Subsidiaries. (b) Neither the Company nor any Company Subsidiaries owns, nor has owned in the past five (5) years owned, any real property, and, to the Company’s Knowledge, neither the Company nor any Company Subsidiary has ever owned any real property. (c) Section 4.9(c) of the Company Disclosure Letter lists the addresses of each Company Leased Real Property and each Company Real Property Lease. With respect to the Company Leased Real Property and each Company Real Property Lease, except as set forth in Section 4.9(c) of the Company Disclosure Letter, (i) either the Company or a Company Subsidiary is the tenant named therein and such tenant has a good and valid leasehold interest in each material lease, sublease, license, or other material use or occupancy agreement (such material leases, collectively, the “Company Real Property Leases”) under which the Company or any Company Subsidiary uses or occupies or has the right to use or occupy any real property (other than shared office space, co-working office space, virtual office space and similar arrangements) (such real property, together with all buildings, fixtures and improvements located thereon, and to the extent subject to such Company Real Property Leases, the “Company Leased Real Property”), (ii) all Company Real Property Leases are in full force and effect and are valid and enforceable in accordance with their Affiliates respective terms, against the Company or a Company Subsidiary and, to the Company’s Knowledge, each other party thereto, (iii) none of the Company or any Company Subsidiary has received any uncured notice of default of any provision of any Company Real Property Lease, and to the Company’s Knowledge no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, could reasonably be expected to constitute a default, or permit the termination, modification or acceleration of rent under such Company Real Property Lease, (iv) neither the Company nor any Company Subsidiary has, and to the Company’s Knowledge, no third party to the applicable Company Real Property Lease has, repudiated any provision thereof, (v) neither the Company nor any Company Subsidiary has subleased, licensed or otherwise granted any Person or entity the right to use or occupy any Company Leased Real Property or any portion thereof, (vi) the Company and each Company Subsidiary holds its leasehold interests in the respective Company Leased Real Property free and clear of all Liens, except for Permitted Liens. The Sellers , (vii) the Company and each Company Subsidiary that is party to a Company Real Property Lease has peaceful, undisturbed and exclusive possession of its respective Company Leased Real Property, subject to the subordination of its interest to lenders to the landlord under such Company Real Property Lease, (viii) the full amount of security deposit required under each Company Real Property Lease, if any, is on deposit thereunder, (ix) neither the Company nor any Company Subsidiary owes any brokerage commissions or their Affiliates have good and marketable title tofinder’s fees with respect to such Company Real Property Lease or any renewal or extension thereof or the exercise of any right or option thereunder, or will in the future owe any brokerage commissions or finder’s fees with respect to such Company Real Property Lease as it exists as of the date hereof, and (x) the Company has made available to Parent a valid leasehold interest intrue, correct and complete copy of each such Company Real Property Lease (including, without limitation, any subleases, amendments, extensions, renewals, modifications, guaranties, licenses, concessions and other agreements, whether written or oral, to which the Company or a Company Subsidiary is party with respect to such Company Leased Real Property), and such Company Real Property Leases are the result of bona fide arm’s length negotiations between unaffiliated parties and constitute all written and oral agreements of any kind for the leasing, rental, use or occupancy of the Company Lease Real Property by the Company or any Company Subsidiary. (d) Except as listed on Section 4.9(d) of the Company Disclosure Letter, the transactions contemplated by this Agreement do not require the consent of or notice to any other party to a Company Real Property Lease, will not result in a breach of or default under such Company Real Property Lease, will not give rise to any recapture or similar rights, and will not otherwise cause such Company Real Property Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing. (e) To the Company’s Knowledge, all of the Transferred Assets. (b) Except for the services provided under the Companion Agreements and general centralized administrative and corporate functions, as of the date hereof the Transferred Assets collectively constitute, and as of the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the Business in the manner operated by the Sellers from December 31, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements structures, and other assets included in facilities comprising the Transferred Assets (i) Company Leased Real Property are in good operating working condition and are sufficient for the current use of the Company Leased Real Property in a state conducting the Company’s business, and the Company Leased Real Property is all of good the real property and interests in real property used in or necessary to conduct the Company’s business and operations as currently conducted. Except as set forth on Section 4.9(e) of the Company Disclosure Letter, there are no unsatisfied capital expenditure requirements or remodeling, replacement or repair obligations of Company or any Company Subsidiary with respect to any Company Leased Real Property other than ordinary maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliatesobligations. (if) No individual identified in Neither the definition of “Knowledge of the Sellers” Company nor any Company Subsidiary has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) condemnation or eminent domain proceeding with respect to the Knowledge of Company Leased Real Property or any portion thereof, and, to the SellersCompany’s Knowledge, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate there is no such pending or misappropriate the Intellectual Property of any other Personthreatened condemnation or eminent domain proceeding.

Assets. (a) The Transferred Assets are owned by Except as disclosed in Section 3.20(a) of the Sellers Disclosure Schedule, a Seller or Century CP, as the case may be, owns, leases or has the legal right to use, in all material respects, all the properties and their Affiliates free and clear of all Liens, assets (except for Permitted Liensthe Environmental Permits, the contracts (whether or not Material Contracts), the Owned Intellectual Property and the Licensed Intellectual Property, the Real Property and the licenses (whether or not Material Licenses) as to which the provisions of Sections 3.16, 3.17, 3.18, 3.19 and 3.31, respectively, shall apply) and any other tangible personal property, used in the conduct of the Business or relating to the conduct of the Business, all of which properties, assets and rights (other than the Excluded Assets) constitute the "SELECTED BUSINESS ASSETS" and, together with the Environmental Permits, the contracts (whether or not Material Contracts), the Owned Intellectual Property and the Licensed Intellectual Property, the Real Property and the licenses (whether or not Material Licenses) constitute the "BUSINESS ASSETS". The Sellers A Seller or their Affiliates have Century CP, as the case may be, has in all material respects good and marketable title to, or, in the case of leased or a subleased Selected Business Assets, valid and subsisting leasehold interest interests in, all the Selected Business Assets, free and clear of all Encumbrances, except (i) as disclosed in Section 3.20(a) of the Transferred AssetsDisclosure Schedule; and (ii) Permitted Encumbrances. (b) Except for The Business Assets (taken together with the services provided under Shared Services Agreement) constitute all the Companion Agreements properties, assets and general centralized administrative rights used or held in, and corporate functionsall such properties, assets and rights as are necessary to the conduct of, the Business. None of the date hereof the Transferred Assets collectively constitute, and as officers or Senior Managers of the date immediately prior Sellers have actual knowledge of any physical condition, facts or circumstances relating to the Closing Date the Transferred Business Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate which would prevent the Business from continuing to be conducted in the manner operated by in which it is presently being conducted within existing capital and operating budgets taken as a whole. The parties recognize and agree that portions of the Sellers from December 31Real Property have been used in manufacturing operations for up to fifty years, 2012 through that conditions can change suddenly and that the date of this Agreement and as of immediately prior preceding sentence shall not constitute in any manner a representation, warranty or covenant with respect to the Closing Date, respectivelylatent defects or specific budget items. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included Except as set forth in the Transferred Assets (iSection 3.20(a) are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (iior 3.20(c) are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in Disclosure Schedule, the Transferred Sellers have the right to sell, assign, transfer, convey and deliver the Selected Business Assets is in to the possession Purchaser without material penalty or other material adverse consequences. Following the consummation of the transactions contemplated by this Agreement and the execution of the instruments of transfer contemplated by this Agreement, the Purchaser will own, with good, valid and marketable title, or lease, under valid and subsisting leases, or otherwise acquire the interests of the Sellers in the Selected Business Assets, free and clear of any Encumbrances, other than Permitted Encumbrances, and without incurring any material penalty or their Affiliatesother material adverse consequence. (id) No individual identified in the definition of “Knowledge The electric motors of the Sellers” has received written notice that any Third Party Intellectual Propertyhot line (including, or without limitation, the use of such Third Party Intellectual Property rewinders) have the nominal performance specifications, specified in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (iiSection 3.20(d) to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other PersonDisclosure Schedule.

Assets. (a) The Transferred Assets are owned by Except as set forth on Section 2.5(a) of the Sellers and their Affiliates free and clear of all LiensDisclosure Schedule, except for Permitted Liens. The Sellers or their Affiliates have good the Company has good, valid and marketable title to, or a valid leasehold interest inand enforceable right to use under a Company Contract, all Contributed Assets and all other property and assets (whether tangible or intangible) used or held for use by the Company (or, prior to the Restructuring, by the Premier Parties) in connection with its business, including the B&I GPO Business, free and clear of the Transferred Assetsall Encumbrances other than Permitted Encumbrances. (b) Except for the services provided under the Companion Agreements There is no machinery, equipment, furniture and general centralized administrative and corporate functions, as of the date hereof the Transferred Assets collectively constitute, and as of the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the Business in the manner operated other tangible personal property owned by the Sellers from December 31Company with an initial, 2012 through the date non-depreciated book value of this Agreement and as at least Ten Thousand Dollars ($10,000). Each such item of immediately prior to the Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets (i) are tangible personal property is in good repair and good operating condition and in a state of good maintenance and repair consistent with current industry standardscondition, ordinary wear and tear excepted, (ii) are usable and is suitable for use in the ordinary course Ordinary Course of business consistent with past practice Business. All tangible personal property and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others inventory used in the ordinary course of business consistent with past practices, all operation of the Tangible Personal Property included in the Transferred Assets B&I GPO Business is in the possession of the Sellers Company or their Affiliatesa Premier Party. (ic) No individual identified Except as set forth on Section 2.5(c) of the Disclosure Schedule, the Premier Parties and their Affiliates have validly contributed all of the Contributed Assets, which constitute all of the contracts and agreements reasonably sufficient to operate the B&I GPO Business in substantially the same manner as operated by the Premier Parties before the Closing (other than the Excluded Contracts, the Consent Contracts (unless and until the Consent with respect thereto has been obtained during the period of two hundred and ten (210) days following the Closing, at which time, such Consent Contract shall become a Contributed Asset effective as of the effectiveness of such Consent), the A&R Channel Partnership Agreements and the Equityholder Closing Documents), including all accounts receivable (other than accounts receivable due to Premier Parties from Suppliers), and the Assumed Liabilities, associated with the Contributed Assets, to the Company. Complete and accurate copies of all agreements and other documentation relating to the Restructuring (including any and all amendments and modifications thereto) have been delivered to counsel for Buyer or made available by the Company to Buyer in the definition of “Knowledge of Data Room. Following the Sellers” has received written notice that any Third Party Intellectual PropertyRestructuring and after giving effect to the Transition Services Agreement and the A&R Channel Partnership Agreements, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding the Third Party Intellectual PropertyCompany, the other Transferred Assets do not, and their use Company’s assets are reasonably sufficient for the continued conduct of the B&I GPO Business by the Company after the Closing in the Business does notOrdinary Course of Business. After giving effect to the Transition Services Agreement, otherwise infringethe A&R Channel Partnership Agreements and the Equityholder Closing Documents, violate other than the Contributed Assets, the Excluded Contracts, the Consent Contracts and except as set forth on Section 2.5(c) of the Disclosure Schedule, there is no material property or misappropriate the asset (whether tangible or intangible) or service, including contract rights or rights to Intellectual Property assets, necessary for the conduct of the B&I GPO Business by the Company as of immediately after the Closing, the use of which is shared with any other Person.

Assets. The “Assets” consists of the following (unless an Excluded Asset) belonging to or intended to be used in the Business, whether tangible, intangible, real or personal and wherever located (with respect to assets of ASC only if they primarily relate to the Business): (a) The Transferred Assets are owned by Killington’s (i) 100% ownership interest in Killington Restaurants, Inc., a Vermont corporation (“KRI”), (ii) 50% ownership interest in ▇▇▇▇▇▇ ▇▇▇▇▇ Associates, LLC, (iii) one share of common stock of Uplands and (iv) 24% ownership interest in SP Land Company, LLC (collectively, the Sellers and their Affiliates free and clear of all Liens, except for Permitted Liens. The Sellers or their Affiliates have good and marketable title to, or a valid leasehold interest in, all of the Transferred Assets.“Killington Interests”); (b) Except for the services provided under the Companion Agreements and general centralized administrative and corporate functions, as of the date hereof the Transferred Assets collectively constitute, and as of the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the Business Pico’s 94% ownership interest in the manner operated by the Sellers from December 31, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectively.Uplands (c) All items ASC Resorts’ 1% ownership interest in SP Land Company, LLC (the “ASC LLC Interests”); (d) all goodwill and other intangible assets associated with the Business, including the goodwill associated with the Purchased Intellectual Property; (e) all billed and unbilled accounts receivable and all correspondence with respect thereto, including without limitation, all trade accounts receivable, notes receivable from customers, vendor credits and accounts receivable from employees and all other obligations from customers with respect to sales of Tangible Personal goods or services, whether or not evidenced by a note; (f) all prepayments, prepaid charges and expenses, including any prepaid rent and security deposits, if any, of Sellers in connection with the Leased Real Property; (g) all rights of Sellers under each Owned Property and buildingsReal Property Lease, plantstogether with all improvements, improvements fixtures and other assets included appurtenances thereto and rights in respect thereof; (h) all Intellectual Property listed on Schedule 3.7(a) other than the Transferred Excluded Assets (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliates.“Purchased Intellectual Property”); (i) No individual identified all inventories, work in progress and supplies; (j) all machinery, equipment, automobiles and other vehicles, spare parts and supplies, computers and all related equipment, telephones, fixtures and all related equipment and all other tangible personal property; (k) all rights of Sellers under the definition Purchased Contracts including all claims or causes of “Knowledge of action with respect to the Sellers” has received written notice Purchased Contracts; (l) all documents that any Third Party are related to the Business, including documents relating to products, services, marketing, advertising, promotional materials, Purchased Intellectual Property, personnel files for Transferred Employees (to the extent permitted by law) and all files, customer files (to the extent permitted by law or privacy policies) and documents (including credit information), supplier lists, records, literature and correspondence, whether or not physically located on any of the use premises referred to in clause (e) above, but excluding personnel files for Employees of such Third Party Intellectual Property in Sellers who are not Transferred Employees; (m) all nonconfidential lists and records pertaining to customer accounts (whether past or current), suppliers, distributors, personnel and agents; (n) all claims, deposits, prepayments, warranties, guarantees, refunds, causes of action, rights of recovery, rights of set-off and rights of recoupment of every kind and nature, except for any of the Businessforegoing to the extent they relate to Excluded Assets or Excluded Liabilities; (o) except to the extent they relate to Excluded Assets or Excluded Liabilities, infringesall books, violates records, ledgers, files, documents, correspondence, lists, studies and reports and other printed or misappropriates the Intellectual Property of any other Person; and written materials; (iip) to the Knowledge of the Sellersextent assignable, excluding the Third Party Intellectual Propertyall Permits, the other Transferred Assets do notincluding Environmental Permits, and their use used by Sellers in the Business does not(which includes all Permits necessary to conduct the Business as currently conducted) and all rights and incidents of interest therein; (q) all rights of Sellers under non-disclosure or confidentiality, otherwise infringenon-compete, violate or misappropriate the Intellectual Property non-solicitation agreements with Former Employees, Employees and agents of any Seller or with third parties to the extent primarily relating to the Business or the Assets (or any portion thereof); (r) all rights of Sellers under or pursuant to all warranties, representations and guarantees made by suppliers, manufacturers, sureties and contractors to the extent relating to products sold or services provided to Sellers primarily in connection with the Business or to the extent primarily affecting any Assets; (s) all cash on hand; and (t) all other Personassets of any kind or nature of each of Killington and Pico, other than the Excluded Assets.

Assets. (a) The Transferred Assets are owned by Subject to the terms and conditions set forth in this Agreement, including the approval of the Bankruptcy Court pursuant to the Approval Order, Sellers hereby agree that at the Closing they shall sell, transfer, convey, and their Affiliates assign to Buyer, free and clear of all Liens, Liens (except for the Permitted Liens. The Sellers or their Affiliates have good Encumbrances), and marketable Buyer shall purchase, assume and acquire from Sellers, all of Sellers’ right, title to, or a valid leasehold and interest in, to and under all of the Transferred business, properties, assets, and goodwill of whatever kind and nature, real or personal, tangible or intangible, actual or contingent, in electronic form or otherwise, which are owned or held by Sellers and used or usable in the Business (other than the Excluded Assets.), wherever located, including without limitation all of Sellers’ right, title and interest in and to the following (the “Assets”): (a) The Systems and the Concepts; (b) Except for the services provided under the Companion Agreements All of Sellers’ interest in and general centralized administrative and corporate functions, as of the date hereof the Transferred Assets collectively constitute, and as of the date immediately prior to the Closing Date Real Property Leases and the Transferred Assets Subleases (as may be adjusted pursuant to Section 5.08) collectively will constituteother than Non-Assumed Contracts), including all of the assets, properties, rights Sellers’ interest under such Real Property Leases and interests necessary to operate the Business Subleases in the manner operated by the Sellers from December 31buildings, 2012 through the date of this Agreement fixtures, signs, parking facilities, trash facilities, fences, other leasehold improvements, appurtenances and as of immediately prior hereditaments subject to the Closing Date, respectively.such Real Property Leases and Subleases; (c) All items Owned Real Property, including all of Tangible Personal Property and Sellers’ interest in the buildings, plantsfixtures, signs, parking facilities, trash facilities, fences, other improvements, appurtenances and hereditaments related to the Owned Real Property; (d) All Minor Contracts, Material Contracts, Development Agreements and Franchise Agreements (in each case, except for Non-Assumed Contracts) (collectively, the “Assigned Contracts”); (e) All equipment and leasehold improvements and other assets included installed in the Transferred Assets Leased Real Property (i) are in good operating condition other than equipment and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable leasehold improvements installed in the ordinary course Leased Real Property that is the subject of business consistent with past practice a Non-Assumed Contract), and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Equipment; (f) All Licenses (to the extent transferable) and all rights to use existing Restaurant telephone numbers and rights arising under Equipment warranties; (g) All cash and cash equivalents other than Excluded Cash; (h) All cash deposits related to the Business, including, without limitation, those securing the Real Property included in Leases (other than Non-Assumed Contracts) and the Transferred Assets is in the possession of the Sellers or their Affiliates.Assumed Liabilities; (i) No individual identified in All bond collateral, collateral for letters of credit and the definition like, if any, and any other collateral posted for the operation of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringesincluding vendor deposits; (j) All Intellectual Property; (k) All Inventory; (l) All Accounts Receivable and notes receivable of the Business as of the Closing Date, violates or misappropriates together with all unpaid accrued interest thereon and all rights of collection with respect thereto; (m) All of the Intellectual Property of any other Person; and assets set forth in Schedule 1.2 hereto; (iin) All Liquor Licenses (to the Knowledge of extent transferable); (o) All insurance policies, all prepaid insurance premiums and all rights to the Sellersbenefits, excluding the Third Party Intellectual Property, the other Transferred Assets do not, coverages and their use in proceeds under and from such insurance policies; (p) All goodwill associated with the Business does notas a going concern; and (q) All of Sellers’ books, otherwise infringerecords, violate files, documents and other written or misappropriate electronic materials relating to the Intellectual Property of any other PersonAssets or the Business, except those related solely to the Excluded Assets or the Excluded Liabilities.

Assets. (a) The Transferred Company has good and valid title to all Assets are owned by the Sellers and their Affiliates free and clear of all Liensreflected on its Financial Statements or thereafter acquired, except those sold or otherwise disposed of for Permitted Liens. The Sellers or their Affiliates have good and marketable title to, or a valid leasehold interest in, all fair value since the dates of the Transferred Assets. (b) Except for the services provided under the Companion Agreements and general centralized administrative and corporate functions, as of the date hereof the Transferred Assets collectively constitute, and as of the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the Business in the manner operated by the Sellers from December 31, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable Company's Financial Statements in the ordinary course of business consistent with past practice practices and not in violation of this Agreement, in each case free and clear of all obligations, debts, liens, security interests or encumbrances of any kind except (iiii) conform as set forth in all Schedule 4.8, (ii) mechanics, material respects to all Laws applicable thereto. Except for the Subject Equipment and equipment men, carriers, workmen, repairmen or property held by the Sellers’ customers, repair and service providers other like liens arising or others incurred in the ordinary course of business consistent and being contested in good faith, liens arising under original purchase price conditional sales contracts and equipment leases with past practicesthird parties entered into in the ordinary course of business which are reflected on the Financial Statements and liens for Taxes that are not due and payable, all (iii} mortgages, liens, security interests and encumbrances that secure debt reflected as a liability on the Company's Financial Statements and the existence of which is indicated in the notes thereto and (iv) other imperfections of title or encumbrances, if any, that do not, individually or in the aggregate, materially impair the continued use and operation of the Tangible Personal Property included in Assets to which they relate to the Transferred Assets is in the possession business of the Sellers or their AffiliatesCompany as presently conducted (the mortgages, liens, security interests, encumbrances and imperfections of title described in clauses (ii) , (iii) and (iv) above are hereinafter referred, to in this Article IV as "Permitted Liens"). (ib) No individual identified All the material tangible personal property of the Company has been maintained in all material respects in accordance with good commercial practices. Each item of material tangible personal property of the Company is in all material respects in good operating condition and repair, ordinary wear and tear excepted. All leased personal property of the Company is in all material respects in the definition of “Knowledge condition required by the terms of the Sellers” has received written notice that any Third Party Intellectual Property, or applicable lease during the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge term of the Sellers, excluding lease and upon the Third Party Intellectual Property, the other Transferred Assets do not, and their expiration thereof, (c) The Company does not own or lease any real property. The Company has been permitted to use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Personits current office space by an unaffiliated third-party at no cost.

Assets. (ai) The Except for any Assets identified in Schedule 1.4(e) as an EB Transferred Asset or an ET Transferred Asset and except for properties, interests, Assets, services and rights that are the subject of Consents as set forth on Schedule 3.1(e) and which may not be delivered as of the Closing Date, EB Splitco and ET Splitco each have in all material respects access to and use of, or will have access to and use of as of the Closing Date, all EB Transferred Assets and ET Transferred Assets including (A) good and marketable fee simple title to, or a valid and binding leasehold interest in, the real property they own or lease that are owned by included in the Sellers EB Transferred Assets or the ET Transferred Assets and their Affiliates (B) good title to the personal tangible property they own or lease that are included in the EB Transferred Assets or the ET Transferred Assets, in each case free and clear of all Liens, except for Permitted Liens. The Sellers or their Affiliates have good and marketable title to, or a valid leasehold interest in, all of the Transferred Assets. (bii) Except for Intellectual Property, which is addressed in Section 3.1(k)(iii), immediately following the services provided under Closing the Companion Agreements and general centralized administrative and corporate functions, as of the date hereof the EB Transferred Assets collectively constituteand the ET Transferred Assets, together with the Assets or services for which provision for access thereto is otherwise made in this Agreement, in the Transaction Documents (taking into account each such Asset only to the extent to which such access is so provided to the EB Group or the ET Group following the Closing) or in any other Contract, arrangement or understanding between DISH and its Subsidiaries, on the one hand, and as of EchoStar and its Subsidiaries, on the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constituteother hand, all of the assets, properties, rights and interests necessary to operate the Business remaining in the manner operated by the Sellers from December 31, 2012 through the date of this Agreement and as of immediately prior to effect following the Closing Date, respectivelyincluding those Assets already possessed by a member of the EB Group or the ET Group, constitute all the Assets necessary to conduct the EB Business and the ET Business in the same manner as which the EB Business and the ET Business are being conducted or contemplated to be conducted on the date hereof by EchoStar and its Subsidiaries in all material respects. (ciii) All items of Tangible Personal Property and buildingsExcept as would not, plants, improvements and other assets included individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect, (A) the tangible EB Transferred Assets (i) and the ET Transferred Assets are in good operating condition and in a state of good maintenance and repair consistent with current industry standardscondition, ordinary reasonable wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iiiB) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment plants, buildings, structures and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property other improvements included in the EB Transferred Assets is and ET Transferred Assets are structurally sound, free of defects and with no material alterations or repairs required thereto under Applicable Law or insurance company requirements, have access to public roads or valid easements for such ingress and egress and have access to water supply, storm and sanitary sewer facilities, telephone, gas and electrical connections, fire protection and drainage and other similar systems and facilities, in the possession of the Sellers or their Affiliates. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or each case as necessary to permit the use of such Third Party Intellectual Property plants, buildings and structures in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge operation of the SellersEB Business and the ET Business as conducted on the date hereof. *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. (iv) neither EchoStar nor any of its Subsidiaries has: (A) experienced any material interruption in the provision of services to customers at the Data Centers or (B) experienced any material security breaches at any of the Data Centers. (v) Except for any Assets identified in Schedule 1.4(e) as an EB Transferred Asset or an ET Transferred Asset, excluding neither HSSC nor any of its Subsidiaries (other than the Third Party Intellectual Property, the other EB Group) own any EB Transferred Assets do not, or ET Transferred Assets (disregarding Section 1.4(b)(ix) and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property Section 1.4(d)(ix) for purposes of any other Personthis Section 3.1(p)(v)).

Assets. (a) Each and all of the Sellers’ mining exploration, exploitation and production activities in Mexico in respect of the Mining Projects are performed through the Company. The Transferred Assets are Company has good and marketable title and possession to all the owned by assets reflected on the Sellers and their Affiliates Reference Balance Sheet or thereafter acquired, other than as set forth in Schedule 4.8(a) or otherwise disposed of since the date of the Reference Balance Sheet in the ordinary course of business, in each case free and clear of all Liens, except for Permitted Liens. The Sellers or their Affiliates have good and marketable title to, or a valid leasehold interest in, all of the Transferred AssetsLiens under the Credit Facilities. (b) Except for The assets reflected in the services provided under the Companion Agreements and general centralized administrative and corporate functionsReference Balance Sheet, as of the date hereof the Transferred Assets collectively constitutetogether with any additions or subtractions thereto, and as of the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, comprise all of the assets, properties, rights and interests necessary owned material assets currently used or held for use by the Company to operate conduct the Business and the Mining Projects, and are collectively sufficient to provide the Company with the means and capability to conduct the Business and the Mining Projects as presently conducted. The items of tangible personal property reflected in the manner operated by the Sellers from December 31, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets (i) Reference Balance Sheet are generally in good operating condition and in a state of good maintenance and repair consistent with current industry standardsworking order, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice age. The Sellers and the Company has complied with all applicable Laws and have obtained all Governmental Approvals related to or required to use, transport, import and dispose of any of its material assets, and have paid all Taxes applicable to such material assets except where the failure to so comply, obtain and pay would not have a Material Adverse Effect. (iiic) conform in Schedule 4.8(c) contains a list of all material respects leased assets or equipment used by the Company to all Laws applicable thereto. Except conduct the Business and the Mining Projects, with indication of the corresponding lease agreement (financial or otherwise, written or oral). (d) The Company (i) does not own or use any material Intellectual Property for the Subject Equipment operation and equipment or property held by management of the Business and the Mining Projects as presently conducted. To the Sellers’ customersKnowledge, repair and service providers the Company is not infringing, misappropriating, diluting or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliates. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates otherwise violating the Intellectual Property rights of any other Person; Person and (ii) to has not received any written charge, complaint, claim, demand or notice during the Knowledge of past two (2) years alleging any such infringement, misappropriation, dilution or violation (including any claim that the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate Company must license or misappropriate the refrain from using any Intellectual Property rights of any other Person).

Assets. (a) The Transferred Assets are owned by Except as has not been, and is not reasonably likely to be, material to the Sellers Company and their Affiliates free its Subsidiaries taken as a whole, the Company and clear each of all Liensits Subsidiaries, except for Permitted Liens. The Sellers or their Affiliates have as applicable, has good and marketable title to, or a valid leasehold interest interests in, all of the Transferred Assetsassets that it purports to own, lease or license (including all material, tangible property and assets reflected on the Company Interim Financial Statements or acquired after the date of the Company Interim Financial Statements), free and clear of all Liens (except for (i) Permitted Liens, or (ii) assets that have been disposed of since the date of the Company Interim Financial Statements in the Ordinary Course). (b) Except for the services provided under the Companion Agreements and general centralized administrative and corporate functions, as of the date hereof the Transferred Assets collectively constitutehas not been, and as of the date immediately prior is not reasonably likely to be, material to the Closing Date the Transferred Assets (Company and its Subsidiaries taken as may be adjusted pursuant to Section 5.08) collectively will constitutea whole, all of the assets, properties, rights and interests necessary to operate the Business in the manner operated tangible assets owned or leased by the Sellers from December 31, 2012 through Company or any of its Subsidiaries are in operating condition (ordinary wear and tear and latent defects excepted) and are adequate for the date of this Agreement and as of immediately prior uses to the Closing Date, respectivelywhich they are being put. (c) All items of Tangible Personal Property Except as has not been, and buildingsis not reasonably likely to be, plants, improvements material to the Company and other assets included in the Transferred Assets (i) are in good operating condition and in its Subsidiaries taken as a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practiceswhole, all of the Tangible Personal Property included assets and rights (including any Intellectual Property) owned, leased or licensed by the Company or any of its Subsidiaries constitute all the assets and rights used or held for use in connection with the business of the Company or such Subsidiary as it is currently conducted (taking into account COVID-19 Measures). (d) Except as set forth on Section 3.10(d) of the Company Disclosure Letter, (i) the assets and rights owned, leased, or licensed by the Company or any of its Subsidiaries constitute all the assets and rights necessary, and are sufficient, for the Company and the applicable Subsidiary to continue to conduct, in all material respects, the Company Business following the Closing as it is currently conducted and as it has been conducted in the Transferred Assets is in the possession last twelve (12) months (taking into account COVID-19 Measures) and (ii) no other material assets or material rights of the Sellers or their Affiliatesrespective Affiliates are used in the Company Business. (ie) No individual identified Except as has not been, and is not reasonably likely to be, material to the Company and its Subsidiaries taken as a whole, immediately following the consummation of the Closing (assuming the receipt of the consents set forth on Section 3.4 of the Company Disclosure Letter), the Company or one of its Subsidiaries will have good and valid title to, or valid rights to use, the assets and rights necessary, and such assets and rights are sufficient, to continue to conduct, in all material respects, the business of hospitality, restaurant, day life and nightlife, including the operation of the Venues on Exhibit D, as it is currently conducted and as it has been conducted in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and last twelve (ii12) to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Personmonths (taking into account COVID-19 Measures).

Assets. (a) The Transferred Assets Each Seller Party is transferring to Buyer, pursuant to the transactions contemplated herein, all of its right, title and interest in the Assets, free and clear of any lien, pledge, option, security interest, license, deed of trust, or mortgage, whether voluntarily or incurred or arising by operation of law, and includes, without limitation, any agreement to give any of the foregoing in the future, and any contingent sale, lease or license of any nature other than Permitted Encumbrances; provided that if the Seller Parties are owned by unable to transfer title to the Sellers tangible assets set forth on Exhibit A free --------- and their Affiliates clear of Encumbrances (including Permitted Encumbrances resulting from the Equipment Lease but excluding other Permitted Encumbrances), the Seller Parties shall either remove such Encumbrances or substitute assets having the same or superior functionality for such encumbered assets free and clear of all LiensEncumbrances (including Permitted Encumbrances) prior to February 16, except for Permitted Liens2001 (or such earlier date as Buyer is denied access to or full use of such encumbered assets). The Sellers Assets and the Excluded Assets include all Intellectual Property relating primarily to the Business in which either Seller Party has any right, title or their Affiliates have good and marketable title to, or a valid leasehold interest in, all of the Transferred Assetsinterest. (b) Except for the services provided Excluded Assets listed on Exhibit F --------- attached hereto and the Intellectual Property licensed to Buyer under the Companion Agreements and general centralized administrative and corporate functionsExcluded Intellectual Property License, as the Assets include, without limitation, all assets necessary for the conduct of the date hereof Business as conducted by the Transferred Assets collectively constitute, and as of the date immediately Seller Parties prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the Business in the manner operated by the Sellers from December 31, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectivelyhereof. (c) All items tangible assets and properties which are part of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets (i) are in good operating working condition and in a state of good maintenance repair and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliatesbusiness. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Person.

Assets. (a) The Except as set forth in Section 3.09 of the Seller Disclosure Letter, the Transferred Assets are owned by the Sellers and their Affiliates free and clear of all Liens, except for Permitted Liens. The Sellers or their Affiliates have good and marketable title toSubsidiaries have, or a valid leasehold interest in, all of the Transferred Assets. (b) Except for the services provided under the Companion Agreements and general centralized administrative and corporate functions, as of the date hereof the Transferred Assets collectively constitute, and as of the date immediately prior to at the Closing Date will have, good and valid title to all material assets reflected on the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constituteCompany Balance Sheet or thereafter acquired, all except those sold or otherwise disposed of the assets, properties, rights and interests necessary to operate the Business in the manner operated by the Sellers from December 31, 2012 through since the date of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable Company Balance Sheet in the ordinary course of business consistent with past practice and (iiinot in violation of this Agreement, in each case free and clear of all Liens other than Permitted Liens. This Section 3.09(a) conform does not relate to Intellectual Property, which is the subject of Section 3.09(b), or to real property or interests in all material respects to all Laws applicable thereto. Except for real property, which is the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course subject of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their AffiliatesSection 3.10. (b) Section 3.09 of the Seller Disclosure Letter sets forth all trademarks, patents and applications therefor and copyrights used by the Transferred Subsidiaries in their respective businesses. Except as disclosed in Section 3.09 of the Seller Disclosure Letter, (i) No individual identified in the definition of “Knowledge of Transferred Subsidiaries own or have the Sellers” has received written notice that any Third Party Intellectual Property, or the right to use of such Third Party all material Intellectual Property ("COMPANY IP") used by any Transferred Subsidiary in the Businessits business or necessary to conduct its business as currently conducted, infringesfree of all Liens other than Permitted Liens, violates or misappropriates the Intellectual Property of any other Person; and (ii) as of the date of this Agreement, no order, decree, judgment, temporary restraining order or preliminary or permanent injunction has been rendered by any Governmental Entity, no Action is pending, and, to the Knowledge of Seller, no Action is threatened, that, in any such case, limits or challenges the Sellersownership, excluding use, validity or enforceability of any Company IP, and has or could reasonably be expected to have a Company Material Adverse Effect. (c) The assets, properties and rights of the Third Party Intellectual PropertyTransferred Subsidiaries as of the Closing Date constitute all material assets, properties and rights necessary for the conduct of the business of the Transferred Subsidiaries as currently conducted other than (i) as set forth in Section 3.09 of the Seller Disclosure Letter, (ii) assets of Seller or its Affiliates relating to the services currently provided by Seller and its Affiliates to the Transferred Subsidiaries as described in Section 7.07 of the Seller Disclosure Letter, (iii) the assets of Seller or its Affiliates relating to the services to be provided to the Transferred Subsidiaries under the Transitional Services Agreement, (iv) the Names and (v) cash and Company Forgiven Receivables. (d) Except as disclosed in Section 3.09 of the Seller Disclosure Letter, as of the date hereof, the other assets, properties and rights of the Transferred Assets do notSubsidiaries are free of all Liens (i) arising from judgments, decrees or attachments or (ii) for Taxes being contested in good faith and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Personby appropriate proceedings.

Assets. (a) The Transferred Assets are owned Except as set forth in Section 3.6(a) of the Disclosure Schedule, on January 31, 2000, Osicom and each of its Subsidiaries had and, except with respect to assets disposed of or acquired in the ordinary course of business and consistent with past practice since such date, Osicom and each of its Subsidiaries now has, good and valid title to, or holds by valid and existing lease or license, all the Sellers assets reflected as assets of Osicom and their Affiliates its Subsidiaries on the Osicom Balance Sheet or which would have been reflected on the Osicom Balance Sheet if acquired prior to such date, free and clear of all LiensEncumbrances except for: Encumbrances which secure indebtedness or obligations which are properly reflected on the Osicom Balance Sheet and Permitted Liens (as defined in Section 10.16). Except as set forth in Section 3.9(a) of the Disclosure Schedule, except for Permitted Liens. The Sellers or their Affiliates have good Osicom and marketable title toits Subsidiaries own, or a have valid leasehold interest interests in, all material assets, tangible and intangible, necessary for the operation or conduct of Osicom's and such Subsidiary's business as conducted prior to and through the Transferred Closing Date (the "Osicom Assets"), and all such assets are in reasonably good maintenance, operating condition and repair, normal wear and tear excepted, other than machinery and equipment under repair or out of service in the ordinary course of Osicom's or such Subsidiary's business. The Osicom Assets include, without limitation, all right, title and interest to the hubs, switches, LAN adapters, FDDI, VME boards, stand alone print servers, Nethopper and all other network access business assets, and all associated know-how and proprietary information related thereto, that (i) are necessary for Sync to operate Osicom's business in the manner in which Osicom has operated the same, and (ii) were owned by the Shareholder or any of its Subsidiaries as of January 31, 2000. (b) Except for the services provided under the Companion Agreements and general centralized administrative and corporate functions, as set forth in Section 3.9 of the date hereof the Transferred Assets collectively constituteDisclosure Schedule, and as of the date immediately prior to the Closing Date the Transferred Assets (as may no licenses or other consents from, or payments to, any other person, entity or governmental authority are or will be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary for Sync to operate Osicom's business and use the Business Osicom Assets in the manner in which Osicom has operated by the Sellers from December 31same, 2012 through the date of this Agreement and as of immediately prior no such person, entity or authority has made any claim to the Closing Datecontrary. No person or entity other than Osicom and its Subsidiaries has any right or interest in the Osicom Assets, respectivelyincluding the right to grant interests in the Osicom Assets to third parties, except as set forth in Section 3.9(b) of the Disclosure Schedule, and there exists no restriction on the use or transfer of the Osicom Assets. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included Except as provided in the Transferred Assets (iSection 3.9(c) are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession Disclosure Schedule, no restrictions will exist on Sync's right to sell, resell, license or sublicense any of the Sellers Osicom Assets or their Affiliates. (i) No individual identified engage in the definition of “Knowledge Osicom's business, nor will any such restrictions be imposed on Sync as a consequence of the Sellers” has received written notice that transactions contemplated by this Agreement or by any Third Party Intellectual Property, or the use of such Third Party Intellectual Property agreement referenced in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Personthis Agreement.

Assets. (a) The Transferred Other than as set forth on Schedule 3.7, the MSLP Assets and, to the P66 Parties’ knowledge, the JV Assets, when considered together with the Amended and Restated Lease and the services provided by P66 Company and its Affiliates pursuant to the Omnibus Agreement, the Amended and Restated Operational Services Agreement, the Amended and Restated Tolling Services Agreement and the Amended and Restated Shared Services Agreement (each as contemplated to be entered into or amended as of the Closing, as applicable) and, with respect to the JV Assets, the services provided by the Operator, are sufficient to conduct the Businesses and, with respect to the JV Assets, the JV Businesses, in a manner materially consistent with the Financial and Operational Information. (b) P66 Company or its Affiliates are, and, as of the Effective Time, the applicable Contributed Entities will be, the owners of such valid easement rights, leasehold and/or fee ownership interests (including rights of way) in and to the lands on which any of the MSLP Assets are owned located that, when considered together with the Lease (as modified by the Sellers Amended and Restated Lease) and the services provided by P66 Company and its Affiliates pursuant to the Omnibus Agreement, the Amended and Restated Operational Services Agreement, the Amended and Restated Tolling Services Agreement and the Amended and Restated Shared Services Agreement (each as contemplated to be entered into or amended as of the Closing, as applicable), are sufficient to enable the Partnership to use or operate the MSLP Assets in substantially the same manner that the MSLP Assets were used and operated historically by P66 Company and its Affiliates. P66 Company or its Affiliates have, and, as of the Effective Time, the applicable Contributed Entities will have, valid and marketable title in fee to all fee-owned real property and interests in real property constituting part of the MSLP Assets, and good and valid title to the leasehold and easement estates in all other real property and interests in real property (including rights of way) constituting part of the MSLP Assets, in each case except as would not have a Material Adverse Effect. Neither P66 Company nor its Affiliates has knowledge of any default or breach (or event which, with the giving of notice or passage of time, or both, would become a default or breach) under any lease, right of way or similar instrument pursuant to which it holds any such non-fee real property interest, in each case except as would not have a Material Adverse Effect. P66 Company or its Affiliates own, and, as of the Effective Time, the applicable Contributed Entities will own, all such real property and interests in real property free and clear of any Liens except (i) mechanics’, carriers’, workmen’s, repairmen’s or other similar Liens arising or incurred in the ordinary course of business that are not yet delinquent or can be paid without penalty or are being contested in good faith and by appropriate proceedings in respect thereof and for which an appropriate reserve has been established in accordance with U.S. generally accepted accounting principles, (ii) Liens for current Taxes that are not yet due and payable or are being contested in good faith and by appropriate proceedings in respect thereof and for which an appropriate reserve has been established in accordance with U.S. generally accepted accounting principles, (iii) Liens securing debt of any of the Contributed Entities that will be released prior to or as of the Closing and (iv) other imperfections of title or encumbrances that, individually or in the aggregate, could not reasonably be expected to materially interfere with the ordinary conduct of the Businesses (the Liens described in clauses (i), (ii), and (iii) above, being referred to collectively as “Permitted Liens”). To the P66 Parties’ knowledge, except as would not have, individually or in the aggregate, a Material Adverse Effect, there are no material gaps in contiguity between and among the tracts or parcels of real property or interests in real property comprising the routes or corridors used by or for any pipeline or gathering systems constituting part of the Assets, including, without limitation, the JV Assets. (c) The P66 Parties or their Affiliates have, and, as of the Effective Time, the applicable Contributed Entities will have, good and marketable title to all tangible personal property included in the MSLP Assets, free and clear of all Liens except Permitted Liens, except for Permitted Liens. The Sellers or their Affiliates have good and marketable title to, or a valid leasehold interest in, all of the Transferred Assets. (b) Except for the services provided under the Companion Agreements and general centralized administrative and corporate functions, as of the date hereof the Transferred Assets collectively constitute, and as of the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the Business in the manner operated by the Sellers from December 31, 2012 through other than tangible personal property owned on the date of this Agreement and as but subsequently sold or otherwise disposed of immediately prior to the Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable theretoprior practice. Except for the Subject Equipment and equipment or All tangible personal property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred MSLP Assets is is, in the possession of the Sellers or their Affiliates. aggregate, in good operating condition and repair (inormal wear and tear excepted) No individual identified and has been maintained in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Propertyaccordance with applicable laws and regulations, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do notas well as generally accepted industry practice, and their use in is sufficient for the Business does not, otherwise infringe, violate purposes for which it is currently being used or misappropriate the Intellectual Property of any other Personheld for use.

Assets. (a) The Transferred Each Seller owns or has the legal right to use all of the Purchased Assets. Each Seller has good title to all its Purchased Assets are owned by the Sellers and their Affiliates free and clear of all Liens, except for Permitted LiensEncumbrances. The Sellers or their Affiliates have good and marketable title to, or a valid leasehold interest in, Purchased Assets collectively generated 90% of all of the Transferred Assetsrevenue recorded in Seller Parent’s consolidated financial statements for the fiscal year ended December 31, 2014, excluding any revenue generated by Excluded Assets and regular turnover of Inventory. No Affiliate of Seller has any rights, licenses, assets or Government Authorizations that have been used or were necessary to generate any of the revenues contained in Seller Parent’s consolidated financial statements for the fiscal year ended December 31, 2014, other than the rights of CPI under the CPI Distribution Contracts. (b) Except for The Purchased Assets (including the services provided Inventory) and Purchaser’s rights under this Agreement will constitute all of the Companion Agreements rights, assets and general centralized administrative licenses that are and corporate functionshave been used by Sellers in conducting the Business over the twelve (12) month period ended on the date hereof and will permit Purchaser, immediately following the Closing, to conduct the Business in a substantially similar manner as the Business was operated by Sellers and their Affiliates as of the date hereof the Transferred Assets collectively constitutehereof, and as of the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constituteexcept in each case, all of the assets, properties, rights and interests necessary to operate the Business in the manner operated by the Sellers from December 31, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets (i) are in good operating condition and in a state as set forth on Schedule 4.10(b) of good maintenance and repair consistent with current industry standards, ordinary wear and tear exceptedthe Disclosure Schedules, (ii) are usable for the exclusion of the Excluded Assets described in the ordinary course of business consistent with past practice and Section 2.3, (iii) conform in all material respects for services contemplated to all Laws applicable thereto. Except be provided by the Transition Services Agreement, (iv) for the Subject Equipment Shared Contracts to the extent not Related to the Business and equipment or property held by (v) impediments arising out of circumstances affecting Purchaser as compared to any other Person acquiring the Sellers’ customers, repair Business. In the event this representation and service providers or others warranty is breached because any Seller has in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliates. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that good faith failed to identify any Third Party Intellectual Property, or the use of such Third Party Intellectual Property assets used in the Business, infringes, violates such breach shall be deemed cured if such Seller promptly transfers such assets to Purchaser (or misappropriates otherwise transfers the Intellectual Property benefits and burdens of any other Person; and (iisuch assets) at no additional cost or expense to the Knowledge of the Purchaser. The Sellers, excluding the Third Party Intellectual Propertytogether, the other Transferred Assets do not, are in possession of all Books and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other PersonRecords.

Assets. (a) The CCR Transferred Assets are owned by the Sellers CCR Parties and their Affiliates free and clear of all Liens, except for Permitted Liens. The Sellers CCR Parties or their Affiliates have good and marketable title to, or a valid leasehold interest in, all of the CCR Transferred Assets. (b) Except for the services provided under the Companion Agreements and general centralized administrative and corporate functions, as of the date hereof the CCR Transferred Assets collectively constitute, and as of the date immediately prior to the Closing Date the CCR Transferred Assets (as may be adjusted pursuant to Section 5.085.08(a)) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the CCR Business in the manner operated by the Sellers CCR Parties from December 31, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of CCR Tangible Personal Property and buildings, plants, improvements and other assets included in the CCR Transferred Assets (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the CCR Subject Equipment and equipment or property held by the SellersCCR Parties’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the CCR Tangible Personal Property included in the CCR Transferred Assets is in the possession of the Sellers CCR Parties or their Affiliates. (d) (i) No individual identified in the definition of “Knowledge of the SellersCCR Parties” has received written notice that any CCR Third Party Intellectual Property, or the use of such CCR Third Party Intellectual Property in the Business, CCR Business infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the SellersCCR Parties, excluding the CCR Third Party Intellectual Property, the other CCR Transferred Assets do not, and their use in the CCR Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Person.

Assets. (a) The Transferred Assets are owned by the Sellers and their Affiliates free and clear of all Liens, except for Permitted Liens. The Sellers or their Affiliates have good and marketable title to, or a valid leasehold interest in, all of the Transferred Assets. (b) Except for the services provided under the Companion Agreements and general centralized administrative and corporate functions, as of the date hereof the Transferred Assets collectively constitute, and as of the date immediately prior to the applicable Closing Date the applicable Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the Business (or applicable portion thereof) in the manner operated by the Sellers from December 31, 2012 2015 through the date of this Agreement and as of immediately prior to the applicable Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliates. (d) (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Person.

Assets. (a) The Transferred Assets are owned by the Sellers and their Affiliates free and clear of all Liens, except Except for Permitted Liens. The Sellers Claims and Claims created by or their Affiliates have through the Purchaser or any of its Affiliates, Interconnect and/or K&S Suzhou has good and marketable title to, or a valid leasehold interest in, all the Acquired Assets, free and clear of the Transferred Assetsany Claims. (b) Except for Other than with respect to Intellectual Property matters (which are exclusively addressed in Section 2.8), the services provided under the Companion Agreements and general centralized administrative and corporate functions, as of the date hereof the Transferred Acquired Assets collectively constitute, and as of the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, constitute all of the assets, properties, rights material assets presently owned by the Seller Group and interests necessary to operate the Business used in the manner operated by the Sellers from December 31, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectivelyBusiness. (c) All items Section 2.7(c) of Tangible Personal Property the Disclosure Schedule sets forth a true, complete and buildings, plants, improvements and other assets included correct list of all real property owned or leased by the Seller Group that is principally related to the Business. Each member of the Seller Group is in the Transferred Assets (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iii) conform compliance in all material respects with the terms of all Leases for real property to all Laws applicable theretowhich such member is a party and that are principally related to the Business. Except No member of the Seller Group is a party to any Lease, assignment or similar arrangement included in the Assumed Contracts under which such member of the Seller Group is a lessor, assignor or otherwise makes available for use by any third party any portion of any real property to the extent related to the Business. (d) The facilities, property and Equipment included in the Acquired Assets have been maintained in accordance with Seller’s customary practice and in the aggregate are in satisfactory operating condition (subject only to normal wear and tear) and are suitable for the Subject Equipment and equipment or property held purposes for which they are presently used. (e) All tangible assets that are leased by any member of the Sellers’ customers, repair and service providers or others Seller Group under Leases included in the ordinary course Acquired Assets have been, in all material respects, maintained in accordance with the manufacturers’ and lessors’ requirements. (f) Upon consummation of business consistent with past practicesthe transactions contemplated by this Agreement, the Seller Group will have sold, assigned, transferred and conveyed, or caused to be sold, assigned, transferred and conveyed, to Purchaser all of the Tangible Personal Property included in the Transferred Assets is in the possession Acquired Assets, free and clear of the Sellers or their Affiliatesall Claims other than Permitted Claims. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Person.

Assets. The assets of the Information Technologies Division of Titan shall mean and include: (a) The Transferred Assets are owned by the Sellers and their Affiliates free and clear of all Liens, except for Permitted Liens. The Sellers or their Affiliates have good and marketable title to, or a valid leasehold interest in, all of the Transferred Assets. properties, rights, interests and other tangible and intangible assets of Titan's Information Technologies Division (b) Except for the services provided under the Companion Agreements wherever located and general centralized administrative and corporate functionswhether or not required to be reflected on a balance sheet prepared in accordance with generally accepted accounting principles); PROVIDED, as of the date hereof the Transferred Assets collectively constituteHOWEVER, and as of the date immediately prior to the Closing Date the Transferred that such assets shall not include any Excluded Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all defined below). Without limiting the generality of the assetsforegoing, properties, rights and interests necessary to operate the Business in the manner operated by the Sellers from December 31, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectively.Assets shall include: (c1) All items all inventories and work-in-progress; (2) unbilled accounts receivable in total book value of Tangible Personal Property and buildings$1,052,094 under FAA Contract F049 as set forth on the attached detail; (3) all equipment, plantsmaterials, prototypes, tools, supplies, vehicles, furniture, fixtures, improvements and other assets included in the Transferred Assets (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliates.tangible assets; (i4) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Propertyall advertising and promotional materials; (5) all proprietary assets, or the use of such Third Party Intellectual Property in the Businessintellectual property, infringesgeneral intangibles, violates or misappropriates the Intellectual Property of any other Person; and goodwill; (ii6) all governmental authorizations to the Knowledge extent transferable; (7) all claims (including claims for past infringement of the Sellers, excluding the Third Party Intellectual Property, the proprietary assets or intellectual property) and causes of action against other Transferred Assets do notpersons (regardless of whether or not such claims and causes of action have been asserted), and their all rights of indemnity, warranty rights, rights of contribution, rights to refunds, rights of reimbursement and other rights of recovery (regardless of whether such rights are currently exercisable); (8) all contracts; provided, however that to the extent any contract for which assignment is provided for herein is not assignable pursuant to such contract without the written consent of another party or requires novation, if assigned, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof. To the extent a contract is not assigned pursuant to this provision, Titan shall cooperate with the Company and shall use its commercial best efforts in any reasonable arrangement to provide the Business does notCompany the economic and other benefits intended to be assigned to the Company under the relevant contract; and (9) all books, otherwise infringerecords, violate or misappropriate the Intellectual Property of any other Personfiles and data.

Assets. (a) The NYSE Companies own, lease or have the legal right to use all the material properties and assets, including the Leased Real Property and the Tangible Personal Property, used primarily in the Transferred Assets are owned by Operations. Except as would not reasonably be expected to have a Material Adverse Effect, the Sellers NYSE Companies have title to, or, in the case of leased Transferred Assets, valid and their Affiliates subsisting leasehold interests in, all the Transferred Assets, free and clear of all LiensEncumbrances, except for Permitted Liens. Encumbrances. (b) The Sellers Transferred Assets, together with the rights in favor of NASD pursuant to Article V of this Agreement (assuming compliance therewith by the NYSE Companies and NASD) and the services being provided to NASD pursuant to the Ancillary Agreements and the development work and Software referred to in paragraph (c) of this Section 3.16 (but excluding the Specified Excluded Assets), constitute all the properties, assets and rights necessary to conduct the Transferred Operations immediately following the Closing in substantially the same manner as the Transferred Operations were conducted immediately prior to the Closing. (c) Subject to any development work by NASD, including the purchase of commercially available prerequisite Software, necessary to cause the Transferred Operations Software to operate on NASD’s operating environment, the properties, assets and rights that are included in the Transferred Assets or their Affiliates have good provided to NASD pursuant to the NASD Software License Agreement, together with the rights in favor of NASD pursuant to Article V of this Agreement (assuming compliance therewith by the NYSE Companies and marketable title NASD), include all the properties, assets and rights necessary to move the Transferred Operations Software to, and operate the Transferred Operations Software on, NASD’s operating environment for the conduct of the Transferred Operations following the Closing in substantially the same manner as the Transferred Operations were conducted prior to Closing. To NYSE’s Knowledge, the NYSE Companies have made no material changes outside of the ordinary course of business to the maintenance practices applicable to the Transferred Assets as a whole since June 1, 2006. (d) To NYSE’s Knowledge, immediately following the consummation of the transactions contemplated by this Agreement (including Article V hereof) and the execution of the instruments of transfer contemplated by this Agreement, NASD will own, with valid title, or a lease, under valid leasehold interest inand subsisting leases, all or otherwise acquire the interests of the NYSE Companies in the Transferred Assets, free and clear of any Encumbrances, other than Permitted Encumbrances or any Encumbrances caused by or attributable to NASD’s ownership of the Transferred Assets. (b) Except for the services provided under the Companion Agreements and general centralized administrative and corporate functions, as of the date hereof the Transferred Assets collectively constitute, and as of the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the Business in the manner operated by the Sellers from December 31, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliates. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Person.

Assets. (a) The Except as set forth in Schedule 3.6 or as otherwise provided in this Agreement or the Ancillary Agreements, Seller or a Selling Subsidiary, with respect to the Transferred Assets, or a Transferred Company, with respect to the other Assets, owns, leases or has the legal right to use all of the Assets are owned by (other than Real Property, which is the Sellers subject of Section 3.5, and their Affiliates free Intellectual Property, which is the subject of Section 3.13) and clear has good title to (or in the case of leased Assets, valid leasehold interest in or valid and enforceable lease agreements regarding) all LiensAssets (other than real property, which is the subject of Section 3.5, and Intellectual Property, which is the subject of Section 3.13), except for such defects of title or restrictions on use that, individually or in the aggregate, would not have a Material Adverse Effect. All of the material Assets are free of any materially adverse Encumbrances other than Permitted LiensEncumbrances. The Sellers Except (i) as set forth on Schedule 3.6 and (ii) for the Excluded Assets, the Assets, together with the rights granted to Buyer pursuant to this Agreement and the Ancillary Agreements and any other agreements to be entered into pursuant hereto or their Affiliates have good and marketable title tothereto, or a valid leasehold interest in, will constitute on the Closing Date substantially all of the Transferred Assetsassets and rights (including employees) necessary to conduct the Business in substantially the same manner as the Business is presently conducted. (b) Except as reflected in the Financial Information or as set forth on Schedule 3.6, the tangible assets of the Transferred Assets, taken as a whole, are in sufficiently good and serviceable condition for the services provided under the Companion Agreements and general centralized administrative and corporate functions, as current operation of the date hereof the Transferred Assets collectively constituteBusiness, subject to normal wear and as tear and other impairments of the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitutevalue that, all of the assets, properties, rights and interests necessary to operate the Business individually or in the manner operated by the Sellers from December 31aggregate, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectivelywould not have a Material Adverse Effect. (c) All items of Tangible Personal Property and buildingsExcept as set forth on Schedule 3.6 or as provided pursuant to this Agreement or the Ancillary Agreements, plants, improvements and other there are no material assets included used in the Transferred Assets (i) Business that are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the not Transferred Assets is in the possession of the Sellers or their AffiliatesAssets. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Person.

Assets. (a) The Transferred Sellers collectively own or possess adequate licenses or other rights to use the Tradename, the Computer Software and all Intangible Property Rights, subject to, in the case of the Computer Software and Intangible Property Rights, the terms and conditions of license contracts or other agreements under which such rights exist, and each Seller has good title to all of the other Assets owned by it and has valid, subsisting and enforceable leasehold interests in all of the Assets leased by it, except where the lack thereof would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. All of the Assets owned or leased by any Seller are owned by the Sellers and their Affiliates or leased, as applicable, free and clear of all Liens, except for Permitted Liens, other than those that will be released upon the sale of the Assets to Purchaser and the entry of the Bankruptcy Court Order. The Sellers Tradename, the Computer Software and the Intangible Property Rights are freely transferable to Purchaser and, upon transfer thereof to Purchaser pursuant to Section 2.1 hereof, will be free and clear of all Liens (other than Liens created by Purchaser); the use of the Tradename, the Computer Software and the Intangible Property Rights does not and will not infringe upon or their Affiliates conflict with the rights of others, except where such infringement or conflict would not be expected to have a Material Adverse Effect. Upon entry of the Bankruptcy Court Order and transfer of the other Assets to Purchaser pursuant to Section 2.1 hereof, Purchaser will have good and marketable title to, or a valid leasehold interest in, to all of the Transferred Assets. (b) Except for the services provided under the Companion Agreements and general centralized administrative and corporate functions, as of the date hereof the Transferred Assets collectively constitute, and as of the date immediately owned by any Seller prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, and enforceable leasehold interests in all of the assets, properties, rights and interests necessary to operate the Business in the manner operated Assets leased by the Sellers from December 31, 2012 through the date of this Agreement and as of immediately any Seller prior to the Closing Date, respectively. free and clear of all Liens (c) All items of Tangible Personal Property and buildingsother than Liens created by Purchaser), plantsexcept where the lack thereof would not, improvements and other assets included individually or in the Transferred aggregate, reasonably be expected to have a Material Adverse Effect. Each Seller enjoys, and is entitled to, quiet possession of all tangible Assets (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standardsowned or leased b it, ordinary wear and tear exceptedexcept where the lack thereof would not, (ii) are usable individually or in the ordinary course of business consistent with past practice and (iii) conform in all material respects aggregate, reasonably be expected to all Laws applicable thereto. Except for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliateshave a Material Adverse Effect. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Person.

Assets. (a) The Transferred Except as disclosed in Schedule 3.5, Seller or its subsidiaries has good title to all of the Assets are owned by the Sellers and their Affiliates free and clear of any and all Liens, except for Encumbrances other than Permitted Liens. The Sellers or their Affiliates have good Assets together with the properties and marketable title to, or a valid leasehold interest in, all assets of the Transferred Assets. (b) Except for Subsidiaries, taken as a whole, constitute all the services provided under the Companion Agreements and general centralized administrative and corporate functions, as of the date hereof the Transferred Assets collectively constitute, and as of the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, assets and rights necessary for Buyer to conduct and interests necessary to operate the Business as conducted currently or at any time within the past 12 months (except Inventory sold, cash disposed of, accounts receivable collected, prepaid expenses realized, contracts fully performed, properties or assets replaced by equivalent or superior properties or assets (in the manner operated by the Sellers from December 31each case, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent business) and the Excluded Assets). The Assets together with past practice the properties and (iii) conform in all material respects to all Laws applicable thereto. Except assets of the Transferred Subsidiaries, taken as a whole, are adequate for the Subject Equipment and equipment purposes for which they are currently used or property are held by the Sellers’ customersfor use, are in good repair and operating condition (subject to normal wear and tear), other than Assets that are under repair or out of service providers or others in the ordinary course of business consistent with past practicesbusiness, all and, to the knowledge of the Tangible Personal Property included Seller, there are no facts or conditions affecting them which could, individually or in the Transferred Assets is aggregate, interfere in any material respect with the possession of the Sellers use, occupancy or operation thereof as currently used, occupied or operated, or their Affiliatesadequacy for such use. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, ALL WARRANTIES (WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED) IN REGARD TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONDITION, DESIGN, OPERATION, MAINTENANCE, VALUE OR OTHERWISE WITH RESPECT TO THE ASSETS OF THE DIVISION OR ANY TRANSFERRED SUBSIDIARY ARE EXPRESSLY EXCLUDED. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Person.

Assets. (a) The Transferred Except as set forth in the Disclosure Schedule under the caption referencing this Section 4.10(a), Seller or the applicable Seller Entity has good, valid and marketable title to all of the material tangible Business Assets are owned by (other than the Sellers and their Affiliates Real Property), free and clear of all Liens, except for Liens (other than Permitted Liens. The Sellers or their Affiliates have good and marketable title to, or a valid leasehold interest in, all of the Transferred Assets). (b) Except for The Business Assets and the services provided under the Companion Agreements and general centralized administrative and corporate functions, as of the date hereof the Transferred Assets collectively constitute, and as of the date immediately prior to the Closing Date the Transferred Seller Entity Assets (as may be adjusted pursuant to defined in Section 5.086.06) collectively will constitute, comprise all assets required for the continued conduct of the Business as it is now being conducted by Seller and the Seller Entities. The Seller Entities do not own any capital stock, partnership interest, joint venture interest or any other security or ownership interest issued by any corporation, organization or entity. The Business Assets, taken as a whole, constitute all the properties and assets relating to or used or held for use in connection with the Business, other than the Division Excluded Assets (as defined in the Contribution Agreement) and any other assets excluded from the definition of Business Assets as expressly provided herein and inventory sold, cash disposed of, accounts receivable collected, prepaid expenses realized, contracts fully performed, properties or assets replaced by equivalent or superior properties or assets, propertiesin each case in the ordinary course of business. Except for Division Excluded Assets, rights and interests necessary to operate any other assets excluded from the definition of Business Assets as expressly provided herein or as otherwise set forth in the Disclosure Schedule under the caption referencing this Section 4.10(b), there are no assets or properties used in the operation of the Business in the manner operated and owned by the Sellers from December 31, 2012 through the date of this Agreement and as of any person or entity other than Seller or a Seller Entity that will not be leased or licensed to any Seller Entity immediately prior to after the Closing Dateunder valid, respectivelycurrent leases or license arrangements. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred The Business Assets (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except adequate for the Subject Equipment purposes for which such assets are currently used or are held for use. All equipment, machinery, tools, dies, molds, computers, work stations, test equipment, vehicles, furniture, fixtures, furnishings, leaseholds improvements and equipment or property held by the Sellers’ customers, other fixed assets are in reasonably good repair and service providers or others in the ordinary course of business consistent with past practicesoperating condition (subject to normal wear and tear) and, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliates. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of each Seller Party, there are no defects, facts or conditions affecting the SellersBusiness Assets which could, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use individually or in the Business does notaggregate, otherwise infringeinterfere in any respect with the use, violate occupancy or misappropriate operation thereof as currently used, occupied or operated, or their adequacy for such use except, in each case, as would not have, individually or in the Intellectual Property of any other Personaggregate, a Material Adverse Effect.

Assets. (a) The Transferred Assets are owned by the Sellers and their Affiliates free and clear schedule of all Liens, except for Permitted Liens. The Sellers or their Affiliates have good and marketable title to, or a valid leasehold interest in, all assets located in section 7.9.6 of the Transferred AssetsData Site is a true and correct copy of the list of tangible assets of Petrodelta provided by Petrodelta as of April 30, 2012 that are capitalized in the books of Petrodelta for accounting purposes. To Seller’s Knowledge, (i) Petrodelta owns, leases or otherwise has use rights to assets sufficient in the aggregate to operate its business as such business is presently being operated, and (ii) such assets are in the aggregate in a condition suitable to allow Petrodelta to operate its business as such business is presently being operated. (b) Except for the services provided under the Companion Agreements and general centralized administrative and corporate functions, as The schedule of assets located at section 7.1.17.10 of the date hereof Data Site lists by general category the Transferred Assets collectively constitute, and as tangible assets of the date immediately prior to the Closing Date the Transferred Assets (Acquired Companies other than Petrodelta as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the Business in the manner operated by the Sellers from at December 31, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectively2011. (c) All items of Tangible Personal Property and buildingsTo Seller’s Knowledge, plants, improvements and other assets included in the Transferred Assets (i) are in good operating condition rights, properties (including rights of way over properties and in a state easements) and assets of good maintenance and repair consistent with current industry standards, ordinary wear and tear exceptedPetrodelta, (ii) are usable in facilities and services to which Petrodelta has a contractual right (including any pipelines for the ordinary course transportation of business consistent with past practice hydrocarbons), and (iii) conform in rights of Buyer pursuant to this Agreement and the transactions and documents contemplated under this Agreement, include all material respects to all Laws applicable thereto. Except rights, properties, assets, facilities and services which are necessary for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others carrying on of Petrodelta’s business after Closing in the ordinary course of business consistent with past practicesmanner in which it is carried on by Petrodelta on the Execution Date. (d) For each Acquired Company other than Petrodelta, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliates.and, to Seller’s Knowledge, for Petrodelta: (i) No individual identified all assets referred to in the definition of “Knowledge of the Sellers” paragraph 10(a) and paragraph 10(b) are free from all Property Encumbrances and there is no Contract to create any Property Encumbrance and no claim has received written notice that been made by any Third Party Intellectual Property, or the use of such Third Party Intellectual Person to be entitled to any Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and Encumbrance; (ii) such Acquired Company has not agreed to the Knowledge acquire any material asset on terms that ownership of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business such asset does not, otherwise infringe, violate or misappropriate the Intellectual Property not pass until full payment is made; and (iii) no assets of such Acquired Company are subject to any other PersonExpropriatory Act.

Assets. (a) The Transferred Accuride Assets are owned constitute all assets used or held for use in connection with the sale of the Joint Venture Products (except for (w) the Accuride Excluded Contracts, (x) the Accuride Retained Inventory, (y) accounts receivable, inventory sold or consumed, cash disposed of, prepaid expenses realized, contracts fully performed, and assets replaced by equivalent or superior assets, in each case in the ordinary course of business, and (z) other non-material assets sold or disposed of in the ordinary course of business), and together with the benefits provided by the Sellers Ancillary Agreements, are sufficient to enable the Joint Venture to conduct the Business as presently conducted by Accuride. Accuride has the complete and their Affiliates unrestricted power to transfer, sell and deliver the Accuride Assets to the Company. Except as set forth on Schedule 4.4, Accuride is the owner of and has good and marketable title to all of the Accuride Assets, free and clear of all Liens, except for other than Permitted Liens. The Sellers or their Affiliates Following the Closing, the Company will have good and marketable title toto the same, or a valid leasehold interest infree and clear of all Liens, all of the Transferred Assetsother than Permitted Liens. (b) Except for the services provided under the Companion Agreements and general centralized administrative and corporate functionsas set forth on Schedule 4.4, as of the date hereof the Transferred Assets collectively constitutethere are no pending or, and as of the date immediately prior to the Closing Date best knowledge of Accuride, threatened events, conditions or developments affecting the Transferred Accuride Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the Business in the manner operated by the Sellers from December 31, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets which would (i) materially detract from their value or (ii) materially interfere with their present use. The tangible Accuride Assets are in good operating condition and in a state of good maintenance and repair repair, have been reasonably maintained consistent with current standards generally followed in the industry standardsand are suitable for their present uses and necessary or desirable for the conduct of the Business, ordinary wear except as would be reasonably discovered by a visual inspection thereof. All of the inventory included in the Accuride Assets is of good, useable and tear exceptedmerchantable quality, (ii) are usable not obsolete and, in the case of finished goods, is saleable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliates. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Person.

Assets. CNF or Vantage Sub collectively have good and valid title to ------ the Assets (aother than any patents, marks, brands, names or logos included in the Assets), free and clear of any encumbrances, except for encumbrances referred to in Section 3.4(a) and minor liens that do not detract from the value of the Assets subject thereto or interfere with the present use and have not arisen other than in the ordinary course of business (collectively, "Permitted Encumbrances"). The Transferred delivery to HDA of the instruments of transfer listed in Section 2.2(a) will vest good, valid and exclusive title to the Assets are owned by in HDA (other than any patents, marks, brands, names or logos included in the Sellers and their Affiliates Assets), free and clear of all Liens, except for encumbrances of any kind other than Permitted LiensEncumbrances. The Sellers or their Affiliates have good Assets and marketable title to, or a valid leasehold interest in, the Excluded Assets together constitute all of the Transferred Assets. (b) Except for assets necessary to conduct the services provided under Vantage Business in substantially the Companion Agreements manner conducted by CNF and general centralized administrative and corporate functions, Vantage Sub as of the date hereof of this Agreement. All tangible property, real property improvements and personal property used in the Transferred Assets collectively constitute, Vantage Business is located on the Real Property except for such property or improvements which in the aggregate are not material to the Vantage Business and as are used by CNF or one of its subsidiaries (other than Vantage Sub) in a business other than the Vantage Business. All tangible assets and properties that are part of the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the Business in the manner operated by the Sellers from December 31, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standardsrepair, ordinary wear and tear excepted. Notwithstanding anything in this Agreement to the contrary, (ii) CNF and Vantage Sub are usable transferring only their right, title and interest, if any, in any patents and in the ordinary course of business consistent with past practice names and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment marks "VantageParts," "Consolidated Spring and equipment Alignment Company" and "Commercial Trailer Parts and Supply Company" and make no representation or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or warranty whatsoever concerning their Affiliates. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Propertyownership of, or right to use, any patents or the use of such Third Party Intellectual Property in the Businessnames and marks "Vantage Parts," "Consolidated Spring and Alignment Company" and "Commercial Trailer Parts and Supply Company" or any derivation thereof, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) except to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use extent provided in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other PersonSection 3.14.

Assets. (a) The Transferred Assets are owned by Each Acquired Company has good title or leasehold interests in all the Sellers personal property and their Affiliates other assets reflected on its most recent Financial Statements, or acquired since such date, in each case free and clear of all Liens, except for Permitted Liens. The Sellers or their Affiliates have good and marketable title to, or a valid leasehold interest in, all of the Transferred Assets. (b) Except for the services provided under the Companion Agreements and general centralized administrative and corporate functions, as of the date hereof the Transferred Assets collectively constitute, and as of the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the Business in the manner operated by the Sellers from December 31, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and Liens other assets included in the Transferred Assets than (i) are Liens for current Taxes not yet due and payable or being contested in good operating condition faith and for which adequate provision has been made in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear exceptedthe relevant Financial Statements, (ii) are usable mechanics’, carriers’, workers’, repairers’, materialmen’s, warehousemen’s, and other similar Liens arising or incurred in the ordinary course of business, (iii) immaterial imperfections of title, or other Liens, if any, which have arisen in the ordinary course of business consistent or do not materially impair the continued use or operation of such assets or otherwise individually or in the aggregate materially interfere with past practice the conduct of the Operations of such Acquired Company as now conducted, (iv) with respect to investments, restrictions on transfer under securities law or as set forth in agreements and instruments governing investments, and rights of set-off under banking and other agreements, (v) Liens relating to required deposits with insurance departments, (vi) Liens representing the rights of the respective lessors under lease agreements and (iiivii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment asset reserve and equipment or property held by the Sellers’ customerstrust fund requirements and asset maintenance obligations under reinsurance and retrocession contracts (collectively, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliates. (i) No individual identified through (vii) being “Permitted Liens”). Such assets are in good repair, working order and operating condition, subject only to ordinary wear and tear, except where the failure to be in good repair, working order or operating condition would not have a Material Adverse Effect. Such assets, together with the transition services that Purchaser may request pursuant to Section 5.14 (subject to the provisos thereto), are in the definition of “Knowledge aggregate sufficient for the continued conduct of the Sellers” has received written notice that any Third Party Intellectual PropertyOperations substantially as currently conducted, or the excluding use of such Third Party Intellectual Property in the BusinessSeller Marks and any real property. Other than Invested Assets and the shares of SANV and The 1792 Company, infringes, violates no Acquired Company is the holder or misappropriates the Intellectual Property beneficial owner of any shares or securities of any other Person; and (ii) to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do notperson, and their use in the Business does not, otherwise infringe, violate none of them has agreed to acquire any such shares or misappropriate the Intellectual Property of any other Personsecurities.

Assets. (a) 10.1 The Transferred Assets are owned by Company and the Sellers Subsidiaries respectively have proprietary title free of any Third Party Rights to the assets and their Affiliates free rights reflected in the Annual Report and clear of all Liensin the Locked Box Accounts through the Locked Box Date, except for Permitted Liens. The Sellers assets subject to financial lease arrangements and assets acquired, consumed, destroyed or their Affiliates have good and marketable title to, or a valid leasehold interest in, all of the Transferred Assets. (b) Except for the services provided under the Companion Agreements and general centralized administrative and corporate functions, as of the date hereof the Transferred Assets collectively constitute, and as of the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the Business in the manner operated by the Sellers from December 31, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable sold in the ordinary course of business consistent with past practice in the period from the Accounts Date respectively the Locked Box Date. 10.2 To the Sellers' Knowledge, all operating fixtures and (iii) conform equipment of the Group, including any leased, rented or borrowed fixtures and equipment, have in all material respects been adequately maintained and are to all Laws applicable thereto. Except the Sellers' Knowledge in satisfactory working order, functional and fit for purpose save for ordinary course wear and tear. 10.3 The assets owned by the Group together with assets held under lease or rental agreements comprise the sufficient assets for the Subject Equipment and equipment continuation of the Group’s business as presently conducted at the Signing Date. Each Group Company is able to operate its business independently of any asset or property right owned or held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliates. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding Sellers’ Affiliates or Sellers’ Related Parties or any service provided by any of the Third Party Intellectual PropertySellers, the other Transferred Assets do notSellers’ Affiliates or Sellers’ Related Parties. Neither the Sellers nor any of their respective Affiliated or related Persons own any asset or right used by the Group. 10.4 The Group’s assets are to the Sellers’ Knowledge in compliance with all applicable regulatory requirements for the present use thereof. The Group’s assets to the Sellers' Knowledge satisfy all regulatory requirements in all material respects and no Group Company has received any notification from relevant authorities regarding any of the products having been stored, handled or distributed inappropriately due to the assets being insufficient for the purposes of the Group Companies carrying out its business in accordance with the permits and licenses granted by public authorities. 10.5 To the Sellers’ Knowledge, equipment owned by the Group and used for carrying out the Group’s business comply with all regulatory requirements in all material respects, including health and safety measures, and their use in has all relevant certificates confirming the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Personequipment’s conformity with applicable Law.

Assets. (a) The Transferred Assets Except as set forth on Schedule 5.11(a) of the Company Disclosure Schedules and except for the VCG Intellectual Property, the Vionic Entities, taken as a whole, (i) are owned the sole owners of all right, title, and interest in and to, and have good and marketable title, or a valid leasehold interest, or a valid right to use or occupy, every material property or asset, whether tangible or intangible, used by the Sellers Vionic Entities in the conduct of each Vionic Entity’s respective business as presently conducted, or (ii) are the sole owners of all right, title, and their Affiliates interest in and to, and have good and marketable title to every asset reflected in the Audited Financial Statements or acquired after the Audited Balance Sheet Date, except for properties and assets disposed of in the Ordinary Course of Business since the Audited Balance Sheet Date, in case of clauses (i) and (ii), free and clear of all Liensany Encumbrances except Permitted Encumbrances. Except as set forth on Schedule 5.11(a) of the Company Disclosure Schedules, except for Permitted Liensno such property or assets are in the possession of others and the Vionic Entities do not hold any property on consignment. The Sellers or their Affiliates Upon and immediately following the Closing assuming the consents described on Schedule 5.03(a) of the Company Disclosure Schedules have been obtained, the Vionic Entities shall continue to be vested with good and marketable title to, or a valid leasehold interest or valid right to use or occupy in, all of the Transferred Assetssuch material properties and assets. (b) Except for the services provided under the Companion Agreements and general centralized administrative and corporate functions, as set forth on Schedule 5.11(b) of the date hereof Company Disclosure Schedules, the Transferred Assets collectively constitutebuildings, equipment, machinery, fixtures, improvements and as other material tangible assets (whether owned or leased) of the date immediately prior to Vionic Entities, together with the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constituteVCG Intellectual Property, all of the assets, properties, rights and interests necessary are sufficient to operate the Business in all material respects in the same manner operated by the Sellers from December 31, 2012 through as such Business is being conducted as of the date of this Agreement and as of immediately prior to the Closing Date, respectivelyhereof. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in Other than the Transferred Assets (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliates. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding the Third Party VCG Intellectual Property, the other Transferred Assets do not, and their use Asset Seller does not own or have any rights to any assets used in the Business does not, otherwise infringe, violate or misappropriate operation of the Business. Other than activities related to the maintenance of the VCG Intellectual Property and the licensing of such VCG Intellectual Property to the Vionic Entities, including the employment of one employee and the leasing of office space, the Asset Seller does not participate in the operation of the Business. The Asset Seller has not engaged and does not engage in any business activities other Personthan the activities described in the preceding sentence. Following the Closing, Buyer and its Affiliates (including the Vionic Entities) will not be liable for or subject to any Liabilities of the Asset Seller, other than obligations pursuant to the VCG IP Contracts that first arise after the Closing.

Assets. (a) The CCBU Transferred Assets are owned by the Sellers CCBU Parties and their Affiliates free and clear of all Liens, except for Permitted Liens. The Sellers CCBU Parties or their Affiliates have good and marketable title to, or a valid leasehold interest in, all of the CCBU Transferred Assets. (b) Except for the services provided under the Companion Agreements and general centralized administrative and corporate functions, as of the date hereof the CCBU Transferred Assets collectively constitute, and as of the date immediately prior to the Closing Date the CCBU Transferred Assets (as may be adjusted pursuant to Section 5.085.08(a)) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the CCBU Business in the manner operated by the Sellers CCBU Parties from December 31, 2012 2016 through the date of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of CCBU Tangible Personal Property and buildings, plants, improvements and other assets included in the CCBU Transferred Assets (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the CCBU Subject Equipment and equipment or property held by the SellersCCBU Parties’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the CCBU Tangible Personal Property included in the CCBU Transferred Assets is in the possession of the Sellers CCBU Parties or their Affiliates. (d) (i) No individual identified in the definition of “Knowledge of the SellersCCBU Parties” has received written notice that any CCBU Third Party Intellectual Property, or the use of such CCBU Third Party Intellectual Property in the Business, CCBU Business infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the SellersCCBU Parties, excluding the CCBU Third Party Intellectual Property, the other CCBU Transferred Assets do not, and their use in the CCBU Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Person.

Assets. (a) The Transferred Assets are Each of the Company Entities has good and marketable title to all assets owned by them, and valid leasehold interests in all assets leased by them, that are material to the Sellers and their Affiliates conduct of the Business (collectively, the “Assets”), in each case free and clear of all Liens, Encumbrances except for (i) the obligations of the Company Entities under any end-user license agreements, (ii) Permitted LiensEncumbrances and (iii) Encumbrances which solely secure Debt that will be included within the Estimated Closing Debt to be reflected on the Estimated Closing Statement. The Sellers or their Affiliates have Upon consummation of the Closing, after giving effect to the payments of Debt to be made pursuant to Section 2.05 of this Agreement and the terms of any end-user license agreements, the Company Entities will hold good and marketable title to, or a valid leasehold interest in, to all of the Transferred Assets. assets owned by them, free and clear of all Encumbrances other than (bx) Except for Permitted Encumbrance and (y) the services provided under the Companion Agreements and general centralized administrative and corporate functions, as obligations of the date hereof the Transferred Company Group under any end-user license agreements. The Assets collectively constitute, and as of the date Company Group that will be assets of the Company Group immediately prior to after the Closing Date consummation of the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, Merger represent all of the assets, properties, rights assets and interests properties necessary to operate conduct the Business business of the Company Group, as presently conducted and, collectively, represent all of the assets and properties used or currently intended for use in the manner operated by conduct of the Sellers from December 31business of the Company Group, 2012 through the date of this Agreement and as of immediately prior to the Closing Datepresently being conducted, respectively. (c) All items of Tangible Personal Property and buildingsincluding without limitation, plants, improvements and other assets included in the Transferred Assets (i) all software products owned or licensed by the Company Group and/or marketed under the Company’s name, and all e-data management system products, and all components and modules thereto and the source code, object code, data and documentation associated therewith and the copyrights (registered and non-registered), trade secrets, trademarks, tradenames and other proprietary rights associated therewith; (ii) all fixed assets related thereto; (iii) any and all customer lists related thereto; (iv) all customer contracts; (v) all vendor contracts; and (vi) the goodwill associated therewith. Set forth on Schedule 3.16(a) of the Company Disclosure Schedule is a listing of all current and prior corporate names of the Company and its Subsidiaries, all assumed names under which the Company and its Subsidiaries conduct business and all names of all predecessor companies of the Company Group, including the names of any entities acquired by any entity in the Company Group (by stock purchase, merger or otherwise) or owned by any such entity or from which any such entity previously acquired material assets. All machinery, plant and equipment, furniture, fixtures and other material items of personal property used in the Business are in good operating condition and fit for operation in a state the Ordinary Course of good maintenance and repair consistent with current industry standards, ordinary Business (subject to normal wear and tear exceptedtear) with no known defects that could reasonably be expected to materially interfere with the conduct of normal operations of such machinery, (ii) equipment, furniture, fixtures and other personal property and are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except suitable for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliatespurposes for which they are currently being used. (ib) No individual identified Section 3.16(b) of the Company Disclosure Schedule sets forth each lease of personal property requiring annual payments by the Company Group in excess of $25,000 annually (“Personal Property Leases”) relating to personal property used in the definition of “Knowledge Business or to which any of the Sellers” entities in the Company Group is a party. Prior to the date hereof, the Company has provided the Purchaser with access to true and complete copies of the Personal Property Leases, including all material amendments, modifications and supplements, if any, thereto. Each of the Personal Property Leases is in full force and effect and none of the entities in the Company Group has received written any notice of any default or event that any Third Party Intellectual Propertywith notice or lapse of time, or both, would constitute a material default by any of the use of such Third Party Intellectual Property entities in the BusinessCompany Group under any of the Personal Property Leases and, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the SellersCompany, excluding the Third Party Intellectual Property, the no other Transferred Assets do not, and their use party is in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Personmaterial default thereof.

Assets. (a) The Transferred Assets are Except as set forth on Schedule 3.11(a) and with regard to Intellectual Property Rights, Schedule 3.13, the Company has good and marketable title to, or valid leasehold interests in, all properties and assets used by it, located on its premises or reflected as owned by in the Sellers books and their Affiliates records of the Company, including all assets and properties shown in the Audited Financial Statements and the Latest Balance Sheet or acquired after the dates thereof, which title or leasehold interest is free and clear of all Liens, other than properties and assets disposed of since the dates of such balance sheets and except for Liens disclosed on such balance sheets (including any notes thereto), and Permitted Liens. The Sellers or their Affiliates have good and marketable title to, or a valid leasehold interest inExcept as set forth on Schedule 3.11(a), all of the Transferred AssetsCompany’s and its Subsidiaries’ buildings (including all components of such buildings, structures and other improvements), equipment, machinery, fixtures, improvements and other tangible assets (whether owned or leased) are in good condition and repair (ordinary wear and tear excepted) and are fit for use in the ordinary course of the Company’s and its Subsidiaries’ business as presently conducted. (b) Except for as set forth on Schedule 3.11(b), neither the services provided under the Companion Agreements and general centralized administrative and corporate functionsCompany nor any of its Subsidiaries owns, as of the date hereof the Transferred Assets collectively constituteor has owned, and as of the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the Business in the manner operated by the Sellers from December 31, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectivelyany real property. (c) All items Schedule 3.11(c) attached hereto contains a complete list of Tangible Personal Property all leases, subleases, licenses, concessions and other agreements (written or oral) for all leasehold or subleasehold estates and all other rights to use or occupy any land, buildings, plantsstructures, improvements improvements, fixtures or other interests in real property pursuant to which the Company or any of its Subsidiaries holds any Leased Real Property, (each a “Realty Lease” and other assets included collectively, the “Realty Leases”). The Company has a valid leasehold interest in each Leased Real Property subject only to Permitted Liens, and Liens granted by the property owner on the fee interest of such Leased Real Property. The Company has previously delivered to Buyer’s counsel complete and accurate copies of each of the Realty Leases, or in the Transferred Assets event of an oral Realty Lease, a written summary of the material terms of such Realty Lease. With respect to each Realty Lease: (i) are in good operating condition the Realty Lease is legal, valid, binding, enforceable and in a state of good maintenance full force and repair consistent with current industry standards, ordinary wear and tear excepted, effect; (ii) are usable in neither the ordinary course Company nor any of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment and equipment or property held by the Sellers’ customersits Subsidiaries nor, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliates. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the SellersCompany, excluding any other party to the Third Party Intellectual Property, the other Transferred Assets do notRealty Lease is in breach or default, and their use no event has occurred which, with notice or lapse of time or both, would constitute such a breach or default or permit termination, modification or acceleration under the Realty Lease; (iii) the Realty Lease has not been modified, supplemented or amended, except to the extent that such modifications, supplements or amendments are disclosed by the documents delivered to Buyer; (iv) neither the Company nor any of its Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Business does notRealty Lease (v) the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Realty Lease has not been disturbed and there are no disputes with respect to such Realty Lease, and (vi) the Company or Subsidiary has not subleased, licensed or otherwise infringe, violate granted any Person the right to use or misappropriate the Intellectual occupy such Leased Real Property of or any other Personportion thereof.

Assets. (a) The Transferred Assets are owned by the Sellers and their Affiliates free and clear of all Liens, except for Permitted Liens. The Sellers or their Affiliates have good and marketable title toto the Purchased Assets, free and clear of any Liens (other than Permitted Liens). Following the consummation of the Transactions, no Seller or Principal will retain any interest in the Purchased Assets and all such Purchased Assets will be free and clear of any Liens (other than Permitted Liens). No Purchased Asset is located on any premises owned, leased, or a valid leasehold occupied by any Seller. Except as set forth on Section 4.4(a) to the Seller Disclosure Letter, no Principal or any other Person owns any interest in, all in or to any of the Transferred Purchased Assets. (b) Except for the services provided under the Companion Agreements and general centralized administrative and corporate functions, as of the date hereof the Transferred The Purchased Assets collectively constitute, and as of the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, constitute all of the assets, properties, rights assets necessary and interests necessary sufficient to operate the Business in substantially the same manner operated by the Sellers from December 31, 2012 through the date of this Agreement and as of immediately prior to the Closing Dateand for the one-year period immediately preceding the Closing, respectively. (c) except for rights under insurance policies or benefit plans or other rights or assets of the Sellers, in each case, that constitute Excluded Assets. All items of Tangible Personal Property and buildings, plants, improvements equipment and other assets tangible personal properties included in the Transferred Purchased Assets (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standardsrepair, ordinary wear and tear excepted, (ii) were acquired and are usable in the ordinary course of business consistent with past practice and Ordinary Course, (iii) conform in all material respects to all Laws applicable theretoLaws, and (iv) are free from any material defect. Except No Person other than Seller owns any equipment or other tangible personal properties situated on the premises of the Business that are necessary for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all operation of the Tangible Personal Property included in Business, except for the Transferred Assets is in the possession of the Sellers or their Affiliatesleased items that are subject to personal property leases. (ic) No individual identified in The Portfolio represents and includes Sellers’, the definition Principals’, and the Principal Entities’ entire portfolio of “Knowledge merchants related to or arising from the operation of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates except for the merchant portfolios listed or misappropriates the Intellectual Property of any other Person; and (iidescribed as Excluded Assets in Section 1.3(k) to the Knowledge Seller Disclosure Letter. As used in this Agreement, “Principal Entities” means any and all Persons, other than Sellers and including the Principal Guarantors, owned or controlled, directly or indirectly, by any Principal or by the Principals. The Revenue Agreements, along with the Residuals applicable to each, that are set forth on Section 1.2(a) to the Seller Disclosure Letter constitute and include the entire Portfolio related to or arising from the operation of the SellersBusiness, excluding except for the Third Party Intellectual Property, merchant portfolios listed or described as Excluded Assets in Section 1.3(k) to the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other PersonSeller Disclosure Letter.

Assets. (a) The Transferred Assets are owned by Except as would not reasonably be expected to have a Seller Material Adverse Effect and except as disclosed or reserved against in the Sellers Seller Financial Statements delivered prior to the date of this Agreement, the Seller Entities have good and their Affiliates marketable title, free and clear of all Liens, except for Permitted Liens. The Sellers or their Affiliates have good and marketable title to, or a valid leasehold interest in, to all of their respective Assets. All tangible properties used in the Transferred Assets. (b) Except for the services provided under the Companion Agreements and general centralized administrative and corporate functions, as businesses of the date hereof the Transferred Assets collectively constitute, and as of the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the Business in the manner operated by the Sellers from December 31, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets (i) Seller Entities are in good operating condition and in a state of good maintenance and repair consistent with current industry standardscondition, ordinary reasonable wear and tear excepted, (ii) and are usable in the ordinary course of business consistent with Seller’s past practice practices. (b) All Assets which are material to Seller’s business and which are held under leases or subleases by any of the Seller Entities, are held under valid Contracts enforceable in accordance with their respective terms, and each such Contract is in full force and effect. (c) Section 5.12(c) of the Seller Disclosure Memorandum lists (i) all real property owned by Seller or its Subsidiary and the owner and location of the property (the “Owned Real Property”); (ii) all leases, subleases, licenses or other contracts pursuant to which Seller or its Subsidiary lease land and/or buildings, together with the real property rights (including security deposits), benefits and appurtenances pertaining thereto and rights in respect thereof, including ground leases (the “Real Property Leases”) (including identifying which entity is the party to each such agreement, and the location of the applicable property) and (iii) conform all leases, subleases, licenses or other use agreements between Seller or any of its Affiliates, as landlord, sublandlord or licensor, and third parties with respect to Owned Real Property or Leased Premises, as tenant, subtenant or licensee (“Tenant Leases”) (including identifying which entity is the party to each such agreement and the location of the applicable property). All such documentation (including all material amendments, modifications, and supplements thereto) has been made available to Buyer on or prior to the date hereof. (d) Either Seller or its Subsidiary (in each instance identified on Section 5.12(c) of the Seller Disclosure Memorandum) (i) has good and marketable title to all Owned Real Properties, free and clear of all Liens, and (ii) has a valid and binding leasehold interest in all parcels of real property leased to Seller or its Subsidiary pursuant to the Real Property Leases (the “Leased Premises”), free and clear of all Liens on the leasehold estate, and is in sole possession of the properties purported to be leased thereunder, subject and pursuant to the terms of the Real Property Leases. Since December 31, 2016, none of the Leased Premises or Owned Real Property has been taken by eminent domain (or, to the Knowledge of Seller, is the subject of a pending or contemplated taking which has not been consummated). The Owned Real Properties and Leased Premises constitute all interests in real property currently used, occupied or held for use in connection with the business of Seller and its Subsidiary, as the business is currently conducted. (e) Subject to the Tenant Leases, if applicable, no Person other than Seller and its Subsidiary has (or will have, at Closing) (i) any right in any of the Owned Real Property or any right to use or occupy any portion of the Owned Real Property or (ii) any right to use or occupy any portion of the Leased Premises. To Seller’s Knowledge, all buildings, structures, fixtures and appurtenances comprising part of the Owned Real Property are in material compliance with all zoning and other governmental requirements and are in good operating condition and are sufficient for the purposes to which they are used in the conduct of Seller and its Subsidiary’s business. (f) Each of the Real Property Leases and each of the Tenant Leases is in full force and effect, without amendment and, to the Knowledge of Seller, there exists no default or event of default or event, occurrence, condition or act, with respect to Seller or its Subsidiary or with respect to the other parties thereto, which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default thereunder, except where such event of default would not reasonably be expected to, individually or in the aggregate, be material to Seller and its Subsidiary, taken as a whole. (g) Seller and its Subsidiary have operated the Owned Real Property and the Leased Premises, and the continued operation of the Owned Real Property and the Leased Premises in the manner it is used in Seller and its Subsidiary’s business will be, in accordance in all material respects with all applicable Laws. Prior to the date hereof, Seller has provided to Buyer a true, correct and complete copy of each Real Property Lease, Tenant Lease, title policy, survey, environmental report, and any other property condition report related to the Owned Real Property or Leased Premises, in each instance to the extent in the possession of Seller or its Subsidiary. (h) Except as would not be material to Seller, (i) subject to any applicable lease under which Seller and its Subsidiary lease Personal Property (as defined below), Seller and its Subsidiary have good, valid and marketable title to all Laws applicable thereto. Except for of the Subject Equipment personal property of Seller and equipment its Subsidiary consisting of the trade fixtures, shelving, furniture, on-premises ATMs, equipment, security systems, safe deposit boxes (exclusive of contents), vaults, sign structures and supplies excluding any items consumed or property held by the Sellers’ customersdisposed of, repair and service providers but including new items acquired, used or others obtained in the ordinary course of business consistent with past practices, all the operation of the Tangible business of Seller and its Subsidiary (“Personal Property”) and (ii) each of the leases under which Seller or its Subsidiary lease Personal Property included is valid, and in full force and effect, without default thereunder by the Transferred Assets is in lessee or, to the possession Knowledge of Seller, the Sellers or their Affiliateslessor. (i) No individual identified The Seller Entities currently maintain insurance that is, in the definition of “Knowledge light of the Sellers” Seller Entities’ operations, commercially reasonable in amount, scope and coverage. None of the Seller Entities has received written notice from any insurance carrier, including in relation to its directors and officers insurance policy, that (i) any Third Party Intellectual Propertypolicy of insurance will be canceled or that coverage thereunder will be reduced or eliminated, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no claims for amounts exceeding $10,000 individually or in the Knowledge aggregate pending under such policies of insurance and no notices of claims in excess of such amounts have been given by any Seller Entity under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years Seller and each Seller Entity has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies. Seller has made no claims, and no claims are contemplated to be made, under its errors and omissions insurance or blanket bond. (j) The Assets of the Sellers, excluding Seller Entities include all material Assets required to operate the Third Party Intellectual Property, business of the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other PersonSeller Entities as presently conducted.

Assets. As of the Closing, the Owned Assets, together with (a) The Transferred all Assets are owned by leased to the Sellers and their Affiliates free and clear of all LiensCompany or the Company Subsidiary (collectively, except for Permitted Liens. The Sellers or their Affiliates have good and marketable title tothe “Leased Assets”), or a valid leasehold interest in, all of the Transferred Assets. (b) Except for any and all Intellectual Property Rights and other Assets licensed to the Company or the Company Subsidiary (collectively, the “Licensed Assets”), (c) the rights or other benefits set forth in or contemplated by the Transition Services Agreement, the Professional Services Agreement and the License Agreement, (d) the rights or other benefits under Contracts of Seller and its Affiliates (other than the Company and the Company Subsidiary) under which the Company or the Company Subsidiary receives goods or services prior to Closing and set forth on Section 5.10 to the Disclosure Letter (such rights and other benefits, collectively, the “Retained Benefits”) and (e) services provided under by Seller or any of its Affiliates (other than the Companion Agreements Company and general centralized administrative the Company Subsidiary) to the Company and corporate functions, the Company Subsidiary as set forth on Section 3.18(e) of the date hereof Disclosure Letter (such services, collectively, the Transferred Assets collectively constitute“Retained Services”), and as of the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, constitute all of the assets, properties, services and rights and interests necessary to operate for the conduct of the Business in substantially the same manner as presently conducted, subject to the terms thereof (including that the Transaction Documents contemplate changes in the manner operated in which the Business is currently operated). None of the Patents (as defined in the Distribution Agreement) distributed by the Sellers from December 31Company to the Seller Subsidiary pursuant to the Distribution Agreement dated April 22, 2012 through 2010 (the “Distribution Agreement”) are necessary to the operation of the Business as currently conducted. The Company and the Company Subsidiary have (i) good and marketable title to all Assets reflected as being owned by them on the latest balance sheet included in the Financial Statements (subject to changes in the ordinary course of business since the date of this Agreement the Financial Statements) (collectively, the “Owned Assets”), (ii) a valid leasehold interest in all of the Leased Assets and as (iii) a valid license right to use all of the Licensed Assets, in each case free and clear of all Liens other than Permitted Liens or Liens contemplated by Contracts relating thereto. Upon and immediately prior following the Closing, each of the Company and the Company Subsidiary will continue to be vested with good and marketable title to the Closing DateOwned Assets, respectively. (c) All items of Tangible Personal Property a valid leasehold interest the Leased Assets and buildings, plants, improvements and other assets included license right interest in the Transferred Licensed Assets, in each case free and clear of all Liens other than Permitted Lien or Liens contemplated by Contracts relating thereto. All of the tangible Owned Assets (i) and Leased Assets have been maintained in accordance with normal industry practice and are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary (subject to normal wear and tear exceptedtear). Purchaser hereby acknowledges and agrees that the Retained Benefits and the Retained Services will be retained by Seller and will not be transferred or otherwise made available to Purchaser, (ii) are usable the Company or the Company Subsidiary in connection with the transactions contemplated by this Agreement, except as specifically set forth in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their AffiliatesTransaction Documents. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Person.

Assets. (a) The Transferred Assets are owned by the Sellers and their Affiliates free and clear of all Liens, except for Permitted Liens. The Sellers or their Affiliates have good and marketable title to, or a valid leasehold interest in, all of the Transferred Assets. (b) Except for the services provided under the Companion Agreements and general centralized administrative and corporate functions, as of the date hereof the Transferred Assets collectively constitute, and as of the date immediately prior to the applicable Closing Date the applicable Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the Business (or applicable portion thereof) in the manner operated by the Sellers from December 31, 2012 2013 through the date of this Agreement and as of immediately prior to the applicable Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliates. (d) (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Person.

Assets. (aExcept as set forth in Section 3.18(a) The Transferred Assets are owned by of the Sellers Company Disclosure Letter, each of the Company and their Affiliates the Company Subsidiaries has valid title to all of its material assets and properties free and clear of all LiensLiens other than (i) Liens reflected in the Unaudited Balance Sheet, except (ii) zoning, building codes and other land use Laws regulating the use or occupancy of any real property or the activities conducted thereon which are imposed by any Governmental Entity having jurisdiction over such real property which are not violated by the current use or occupancy of such real property, (iii) easements, covenants, conditions, restrictions or other similar matters affecting title to real property and other title defects which do not, individually or in the aggregate, materially impair the use or occupancy of such real property, (iv) mechanics’ or workmens’ Liens and similar Liens for Permitted Liens. The Sellers labor, materials or supplies provided with respect to any property incurred in the ordinary course of business for amounts which are not delinquent or which are being contested by appropriate proceedings and which hare not, individually or in the aggregate, material, (v) other imperfections of title or other Liens that do not, individually or in the aggregate, materially impair the value, marketability or continued use of the properties and assets and (vi) any Lien arising by or through Parent or Merger Sub or their Affiliates have good and marketable title to, or a valid leasehold interest inrespective Affiliates. (a) Except as set forth in Section 3.18(a) of the Company Disclosure Letter, all of the Transferred Assets. tangible personal property (bother than any Inventory) Except for the services provided under the Companion Agreements and general centralized administrative and corporate functions, as of the date hereof Company and the Transferred Assets collectively constituteCompany Subsidiaries, and taken as of the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitutea whole, all of the assets, properties, rights and interests necessary to operate the Business in the manner operated by the Sellers from December 31, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets (i) are is in good operating condition and in a state of good maintenance and repair consistent with current industry standardsrepair, ordinary subject to normal wear and tear exceptedtear, (ii) are and is usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliatesbusiness. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Person.

Assets. (a) The Transferred Assets are owned Except as set forth on Schedule 4.7(a), the Assets, together with the Group Contracts identified on Schedule 4.7(a) and the rights and services to be provided by the Sellers to the Purchaser under the Transition Services Agreement, the License Agreements and their Affiliates free the Ground Lease, constitute all the properties, assets and clear of rights necessary to operate the Business in all Liens, except for Permitted Liens. The Sellers or their Affiliates have good and marketable title to, or a valid leasehold interest in, all of material respects as it is currently conducted by the Transferred AssetsSellers. (b) Except for as set forth on Schedule 4.7(b), the services provided under Assets located at the Companion Agreements Geismar Facility (other than the Other Chemtura Business Equipment) and general centralized administrative and corporate functionsthe Assets located at the Monochem Facility, as of the date hereof the Transferred Assets collectively constitutein each case that are tangible personal property, and as of the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the Business in the manner operated by the Sellers from December 31, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plantsstructures, improvements or fixtures are, taken as a whole and other assets included in the Transferred Assets (i) are having due regard for their age and length of use, in good repair and good operating condition and in a state of good maintenance and repair consistent with current industry standardscondition, ordinary wear and tear excepted, (ii) and are usable suitable for use in the ordinary course of business consistent with past practice Business as currently conducted. The Sellers and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment Purchaser acknowledge and equipment or property held by agree that the Sellers’ customersfinancial obligations with respect to the repair, repair upgrade or replacement of any Assets disclosed on Schedule 4.7(b) as exceptions to this Section 4.7(b) shall be as set forth in Section 6.29. Notwithstanding anything in this Section 4.7(b) to the contrary, (i) no representations and service providers warranties are being made by the Sellers with respect to the condition of, or others the suitability for use in the ordinary course of business consistent with past practicesBusiness of, all of the Tangible Personal Property any Other Chemtura Business Equipment included in the Transferred Assets is in the possession of the Sellers or their Affiliates. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) any Other Chemtura Business Equipment transferred to the Knowledge Purchaser under this Agreement is being transferred to the Purchaser on an “AS IS, WHERE IS” basis, in its present condition and state of the Sellersrepair, excluding the Third Party Intellectual Propertywith all faults, the other Transferred Assets do not, limitations and their use defects (hidden and apparent). The Purchaser hereby acknowledges and agrees to accept any Other Chemtura Business Equipment in the Business does notcondition it is in on the Closing Date based on its own inspection, otherwise infringe, violate or misappropriate the Intellectual Property of any other Personexamination and determination with respect thereto.

Assets. (a) The Transferred Assets are owned Each agreement to which the Company or any of the Material Subsidiaries is a party or by which it is bound and which is material to the Sellers business of the Company or such Material Subsidiary is in full force and their Affiliates free and clear effect. Neither the Company nor any of all Liensthe Material Subsidiaries is in material breach, except for Permitted Liensviolation or default thereunder. The Sellers Company is not aware of a breach, violation or their Affiliates have good and marketable title todefault thereunder by any other parties thereto that, or a valid leasehold interest in, when taken together with all of the Transferred Assets.other breaches, violations and (b) Except for Neither the services provided under the Companion Agreements and general centralized administrative and corporate functions, as Company nor any of the date hereof the Transferred Assets collectively constitute, and as Material Subsidiaries owns or has owned any real property. Each of the date immediately prior to leases for office space occupied by the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all Company or any of the assetsMaterial Subsidiaries (the "Leases") is in full force and effect and there are no existing defaults under any of the Leases nor does there exist any event or condition which, propertieswith notice or lapse of time or both, rights and interests necessary would give rise to operate a default or constitute grounds for termination or re-entry under any of the Business Leases that would, individually or in the manner operated by the Sellers from December 31aggregate, 2012 through the date of this Agreement and as of immediately prior be reasonably expected to the Closing Date, respectivelyhave a Material Adverse Effect. (c) All items of Tangible Personal Property and buildingscopyrights, plantspatents, improvements trademarks, licenses, trade names, logos, assumed or other names and other assets included intangible property rights owned or, to the Company's knowledge, used by the Company or any of the Material Subsidiaries in their businesses, are valid, subsisting and in full force and effect without interference by any other person, except for such instances which would not, individually or in the Transferred Assets aggregate, be reasonably expected to have a Material Adverse Effect. Neither the Company nor any of the Material Subsidiaries has received any notice with respect to any alleged infringement or unlawful use of any intangible property right owned or alleged to be owned by others that would, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. (id) The Company and each of the Material Subsidiaries has good and marketable title to all of the assets owned by the Company or such Material Subsidiary, as the case may be, free and clear of all Liens (except for Permitted Liens and Liens which do not materially interfere with the current and intended use of such assets). All assets used in or necessary for the conduct of the business of the Company and each of the Material Subsidiaries as currently conducted are owned by or leased or licensed to it. No other person owns, or has any rights whatsoever in, any such assets (except in the case of assets leased or licensed to the Company or any of the Material Subsidiaries, the ownership interest in such assets by the lessor or licensor), except where such ownership or rights would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. Such assets have been properly maintained and are in good operating condition and in a state of good maintenance and repair consistent with current industry standardsrepair, ordinary wear and tear excepted, (ii) and are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except reasonably adequate for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliatesuses to which they are being put. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Person.

Assets. (a) The CCR Transferred Assets are owned by the Sellers CCR Parties and their Affiliates free and clear of all Liens, except for Permitted Liens. The Sellers CCR Parties or their Affiliates have good and marketable title to, or a valid leasehold interest in, all of the CCR Transferred Assets. (b) Except for the services provided under the Companion Agreements and general centralized administrative and corporate functions, as of the date hereof (i) the CCR Transferred Assets primarily related to, or primarily used or primarily held for use in connection with, the CCR Distribution Business collectively constitute, and as of the date immediately prior to the Closing Date the CCR Transferred Assets (as may be adjusted pursuant to Section 5.085.08(a)) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the CCR Distribution Business in the manner operated by the Sellers CCR Parties from December 31, 2012 2016 through the date of this Agreement and as of immediately prior to the Closing Date, respectively and (ii) the CCR Transferred Assets primarily related to, or primarily used or primarily held for use in connection with, the CCR Production Business collectively constitute, and as of the date immediately prior to the Closing Date the CCR Transferred Assets (as may be adjusted pursuant to Section 5.08(a)) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the CCR Production Business in the manner operated by the CCR Parties from December 31, 2016 through the date of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of CCR Tangible Personal Property and buildings, plants, improvements and other assets included in the CCR Transferred Assets (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the CCR Subject Equipment and equipment or property held by the SellersCCR Parties’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the CCR Tangible Personal Property included in the CCR Transferred Assets is in the possession of the Sellers CCR Parties or their Affiliates. (d) (i) No individual identified in the definition of “Knowledge of the SellersCCR Parties” has received written notice that any CCR Third Party Intellectual Property, or the use of such CCR Third Party Intellectual Property in the Business, CCR Business infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the SellersCCR Parties, excluding the CCR Third Party Intellectual Property, the other CCR Transferred Assets do not, and their use in the CCR Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Person.

Assets. (a) The CCBCC Transferred Assets are owned by the Sellers CCBCC Parties and their Affiliates free and clear of all Liens, except for Permitted Liens. The Sellers CCBCC Parties or their Affiliates have good and marketable title to, or a valid leasehold interest in, all of the CCBCC Transferred Assets. (b) Except for the services provided under the Companion Agreements and general centralized administrative and corporate functions, as of the date hereof the CCBCC Transferred Assets collectively constitute, and as of the date immediately prior to the Closing Date the CCBCC Transferred Assets (as may be adjusted pursuant to Section 5.085.08(b)) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the CCBCC Business in the manner operated by the Sellers CCBCC Parties from December 31, 2012 2016 through the date of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of CCBCC Tangible Personal Property and buildings, plants, improvements and other assets included in the CCBCC Transferred Assets (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the CCBCC Subject Equipment and equipment or property held by the SellersCCBCC Parties’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the CCBCC Tangible Personal Property included in the CCBCC Transferred Assets is in the possession of the Sellers CCBCC Parties or their Affiliates. (d) (i) No individual identified in the definition of “Knowledge of the SellersCCBCC Parties” has received written notice that any CCBCC Third Party Intellectual Property, or the use of such CCBCC Third Party Intellectual Property in the Business, CCBCC Business infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the SellersCCBCC Parties, excluding the CCBCC Third Party Intellectual Property, the other CCBCC Transferred Assets do not, and their use in the CCBCC Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Person.

Assets. (a) The Transferred Assets are owned by the Sellers and their Affiliates free and clear of all Liens, except for Permitted Liens. The Sellers or their Affiliates have good and marketable title to, or a valid leasehold interest in, all of the Transferred Assets. (b) Except for the services provided under the Companion Agreements and general centralized administrative and corporate functions, as of the date hereof the Transferred Assets collectively constitute, and as of the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the Business in the manner operated by the Sellers from December 31, 2012 2016 through the date of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliates. (d) (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Person.

Assets. (a) The Transferred Assets are owned Section 3.23(a) of the Company Disclosure Schedule lists all leases of personal property (“Personal Property Leases”) involving annual payments in excess of $100,000 by the Sellers and their Affiliates free and clear of all Liens, except for Permitted LiensParagon Companies relating to personal property used by the Paragon Companies or to which the Paragon Companies are a party. The Sellers Company made available to Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or their Affiliates supplements thereto. (b) The Paragon Companies have a valid leasehold interest under each of the Personal Property Leases. There is no breach of any Personal Property Lease by the Paragon Companies or, to the Knowledge of the Company, by any other party thereto. The Paragon Companies and, to the Knowledge of the Company, each other party to each Personal Property Lease are in compliance in all material respects with all obligations of the Paragon Companies or such other party, as the case may be, thereunder. (c) Except as set forth on Section 3.23(c) of the Company Disclosure Schedule, the Paragon Companies have good and marketable title toto all their respective tangible assets, or a valid leasehold interest inincluding all assets on the Most Recent Balance Sheet (except for Inventory sold in the Ordinary Course of Business since December 31, 2017), free and clear of any and all Liens. Such tangible assets, along with all tangible assets leased by the Paragon Companies, include all assets currently used in the business of the Paragon Companies (except for Inventory and other assets sold in the Ordinary Course of Business since December 31, 2017) and are sufficient for the conduct of such business as currently conducted. (d) All tangible personal property owned by the Paragon Companies, and all of the Transferred Assets. (b) Except for items of tangible personal property used by the services provided Paragon Companies under the Companion Agreements and general centralized administrative and corporate functions, as of the date hereof the Transferred Assets collectively constitute, and as of the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the Business in the manner operated by the Sellers from December 31, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets Leases; (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary (subject to normal wear and tear excepted, given the use and age of such assets); (ii) are usable in the ordinary course Ordinary Course of business consistent with past practice Business; and (iii) conform in all material respects are adequate for the uses to all Laws applicable theretowhich they are being put. Except for maintenance and repairs in the Subject Equipment and equipment Ordinary Course of Business, none of such items of tangible personal property is in need of maintenance or property held repairs. Section 3.23(d) of the Company Disclosure Schedule lists all vehicles owned by the Sellers’ customers, repair and service providers Paragon Companies or others used or held for use in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliates. Paragon Companies’ businesses. All such owned vehicles are (i) No individual identified properly licensed and registered in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; accordance with applicable Law and (ii) insured pursuant to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Personan Insurance Policy.

Assets. (a) The Transferred Assets are assets of NATCO and its Subsidiaries include all material assets needed to conduct their business as currently conducted. Disclosure Schedule 2.9 lists the material real property owned or leased by the Sellers NATCO or any of its Subsidiaries, and their Affiliates free states whether each such property is owned or leased. NATCO and clear of all Liens, except for Permitted Liens. The Sellers or their Affiliates its Subsidiaries have good and marketable title to, or a valid leasehold interest in, all the assets reflected on the 2002 Balance Sheet (except assets disposed of the Transferred Assets. (b) Except for the services provided under the Companion Agreements and general centralized administrative and corporate functions, as of the date hereof the Transferred Assets collectively constitute, and as of the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the Business in the manner operated by the Sellers from since December 31, 2012 through the date of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included 2002 in the Transferred Assets ordinary course of business) free and clear of Liens except for Liens that: (i) are were specifically disclosed or reserved against in good operating condition and the 2002 Balance Sheet or in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, the notes to the 2002 Balance Sheet (but only to the extent so disclosed or reserved against); (ii) are usable for taxes, assessments or governmental charges or claims which are not due and payable; (iii) are statutory liens of landlords and liens of carriers, warehousemen, mechanics and materialmen and other liens imposed by Law incurred in the ordinary course of business for sums not yet due or being contested in good faith and which do not constitute, individually or in the aggregate, a NATCO Material Adverse Effect; (iv) were incurred in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security and which do not constitute, individually or in the aggregate, a NATCO Material Adverse Effect; (v) are leases or subleases granted to others that, individually and in the aggregate, are not material; (vi) are the interest or title of a lessor or sublessor under a lease or sublease, restrictions or encumbrances to which the interest or title of that lessor or sublessor may be subject, or the subordination of the interest of the lessee or sublessee under that lease to any such restriction or encumbrance, all of which, individually and in the aggregate, do not materially and adversely affect the business of NATCO and its Subsidiaries; or (vii) were incurred after December 31, 2002, in the ordinary course of business consistent with past practice practice, and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment and equipment do not constitute, individually or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practicesaggregate, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliatesa NATCO Material Adverse Effect. (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Person.

Assets. (a) The Transferred Assets are owned by the Sellers and their Affiliates free and clear of all Liens, except for Permitted Liens. The Sellers or their Affiliates have good and marketable title to, or a valid leasehold interest in, all of the Transferred Assets. (b) Except for the services provided under the Companion Agreements and general centralized administrative and corporate functions, as of the date hereof the Transferred Assets collectively constitute, and as of the date immediately prior to the Closing Date the Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the Business in the manner operated by the Sellers from December 31, 2012 2015 through the date of this Agreement and as of immediately prior to the Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliates. (d) (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Person.

Assets. (a) The Transferred Assets are owned by the Sellers and their Affiliates free and clear of all Liens, except for Permitted Liens. The Sellers or their Affiliates have good and marketable title to, or a valid leasehold interest in, all of the Transferred Assets. (b) Except for the services provided under the Companion Agreements and general centralized administrative and corporate functions, as of the date hereof the Transferred Assets collectively constitute, and as of the date immediately prior to the applicable Closing Date the applicable Transferred Assets (as may be adjusted pursuant to Section 5.08) collectively will constitute, all of the assets, properties, rights and interests necessary to operate the Business (or applicable portion thereof) in the manner operated by the Sellers from December 31, 2012 2015 through the date of this Agreement and as of immediately prior to the applicable Closing Date, respectively. (c) All items of Tangible Personal Property and buildings, plants, improvements and other assets included in the Transferred Assets (i) are in good operating condition and in a state of good maintenance and repair consistent with current industry standards, ordinary wear and tear excepted, (ii) are usable in the ordinary course of business consistent with past practice and (iii) conform in all material respects to all Laws applicable thereto. Except for the Subject Equipment and equipment or property held by the Sellers’ customers, repair and service providers or others in the ordinary course of business consistent with past practices, all of the Tangible Personal Property included in the Transferred Assets is in the possession of the Sellers or their Affiliates. (d) (i) No individual identified in the definition of “Knowledge of the Sellers” has received written notice that any Third Party Intellectual Property, or the use of such Third Party Intellectual Property in the Business, infringes, violates or misappropriates the Intellectual Property of any other Person; and (ii) to the Knowledge of the Sellers, excluding the Third Party Intellectual Property, the other Transferred Assets do not, and their use in the Business does not, otherwise infringe, violate or misappropriate the Intellectual Property of any other Person.