Common use of Title and Related Matters Clause in Contracts

Title and Related Matters. (a) Owned Property. Set forth in Schedule 2.14(a) is a description of -------------- all real and personal property owned by the Company. The Company has valid and marketable title to all such property, free and clear of all Liens, except Permitted Liens and those liens shown on Schedule 2.14(a) hereto. All properties used in the Company's business operations as of December 31, 1995 are reflected in the Financial Statements in accordance with and to the extent required by GAAP and, as of the date hereof, are fully set forth on Schedule 2.14(a) hereto. The Porters have delivered, with respect to any real property owned by the Company, true and complete copies of all deeds, title policies, environmental assessments, surveys and other title documents relating to such real property. Further, the Company has valid, good and marketable title to each of its investments set forth on Schedule 2.4 hereto, free and clear of all Liens, except as set forth on Schedule 2.14(a) hereto. (b) Leased Property. Set forth in Schedule 2.14(b) is a description --------------- of all real and personal property leased or used by the Company. Except as otherwise set forth in Schedule 2.14(b), the Company's leases are in full force and effect and are valid and enforceable in accordance with their respective terms. There exists no event of default or event which constitutes or would constitute (with notice or lapse of time or both) a default by the Company or any other Person under any such lease, and neither the Porters nor the Company have received notice of such default or event. All rent and other amounts due and payable with respect to each of the Company's leases have been paid through the date of this Agreement. Except as set forth in Schedule 2.14(b), neither the Porters nor the Company have received notice that the landlord with respect to any real property or personal property lease would refuse to renew such lease upon expiration of the period thereof upon substantially the same terms, except for rent increases consistent with past experience or market rentals. The Porters have delivered, with respect to any leased real or personal property, true and complete copies of all such leases.

Title and Related Matters. (a) Owned Property. Set Except as set forth in Schedule SCHEDULE 2.14(a) is a description of -------------- all real and personal property owned by the Company. The Company hereto, Corporation has valid good and marketable title to all such propertyof the properties and assets reflected in the Financial Statements or acquired after the date thereof and for properties sold or otherwise disposed of since the date thereof in the ordinary course of business), free and clear of all Liens, except Permitted (i) statutory Liens and those liens shown on Schedule 2.14(anot yet delinquent, (ii) hereto. All such imperfections or irregularities of title, Liens, easements, charges or encumbrances as do not detract from or interfere with the present use of the properties used in the Company's or assets subject thereto or affected thereby, otherwise impair present business operations at such properties; or do not detract from the value of such properties and assets, taken as of December 31a whole, 1995 are (iii) as reflected in the Financial Statements in accordance with or the notes thereto. (b) The Corporation owns, and to will on the extent required by GAAP andClosing Date, as of the date hereof, are fully set forth on Schedule 2.14(a) hereto. The Porters have delivered, with respect to any real property owned by the Company, true and complete copies of all deeds, title policies, environmental assessments, surveys and other title documents relating to such real property. Further, the Company has valid, own good and marketable title to each of its investments set forth on Schedule 2.4 heretoall the personal property and assets, free and clear of all Lienstangible or intangible, used in their respective businesses except as to those assets leased as set forth on Schedule 2.14(a) hereto. (b) Leased Property. Set forth in Schedule 2.14(b) is a description --------------- hereto, all of all real and personal property leased or used by the Company. Except as otherwise set forth in Schedule 2.14(b), the Company's which leases are in full force good standing and effect and are valid and enforceable no party is in accordance with their respective terms. There exists no event of default or event which constitutes or would constitute (with notice or lapse of time or both) a default by the Company or any other Person under any such lease, and neither the Porters nor the Company have received notice of such default or event. All rent and other amounts due and payable with respect to each of the Company's leases have been paid through the date of this Agreementthereunder. Except as set forth in Schedule 2.14(b)) hereto, neither none of the Porters nor assets belonging to or held by the Company have received notice that Corporation is or will be on the landlord with respect Closing date subject to any real property (i) Contracts of sale or personal property lease would refuse lease, or (ii) Liens. (c) There has not been since the Financial Statement date and will not be prior to renew such lease upon expiration the Closing Date, any sale, lease, or any other disposition or distribution by the Corporation of any of its assets or properties and any other assets now or hereafter owned by it, except transactions in the ordinary and regular course of business or as otherwise consented to by the Purchaser. After the Closing, the Purchaser will own, or have the unrestricted right to use, all properties and assets that are currently used in connection with the businesses of the period thereof upon substantially the same terms, except for rent increases consistent with past experience or market rentals. The Porters have delivered, with respect to any leased real or personal property, true and complete copies of all such leasesCorporation.

Title and Related Matters. (a) Owned PropertyThe Corporation owns no real property. Set Except as set forth in on Schedule 2.14(a2.14 (a) is a description of -------------- all real hereto, and personal property owned by except for liens on the Company. The Company Corporation's assets ---------------- securing the CoreStates Leasing Agreement, which are also listed on Schedule -------- 2.14 (a) the Corporation has valid good and marketable title to all such propertypersonal property ------- and other assets reflected in the Financial Statements or acquired after the Financial Statement Date, free and clear of all Liens, except Permitted Liens and those liens shown on Schedule 2.14(a) heretoLiens. All properties used in the CompanyCorporation's business operations as of December 31, 1995 the Financial Statement Date are reflected in the Financial Statements in accordance with and to the extent required by GAAP and, as of the date hereof, are fully set forth on Schedule 2.14(a) hereto. The Porters have delivered, with respect to any real property owned by the Company, true and complete copies of all deeds, title policies, environmental assessments, surveys and other title documents relating to such real property. Further, the Company has valid, good and marketable title to each of its investments set forth on Schedule 2.4 hereto, free and clear of all Liens, except as set forth on Schedule 2.14(a) heretoGAAP. (b) Leased Property. Set forth in Schedule 2.14(b) is hereto sets forth a description --------------- complete and accurate list ---------------- of all real and personal property such leased or used by assets which have annual rental payments in excess of $10,000 (including the Company. Except as otherwise set forth in Schedule 2.14(b)expiration date of such lease, the Companyname of the lessor, the annual rental payment and whether a consent is required from the lessor to consummate the transactions contemplated hereby). (i) All of the Corporation's leases are in full force and effect effect, and are valid and enforceable in accordance with their respective terms. There The Corporation has not received any notice of any, and there exists no event of default or event which constitutes or would constitute (with notice or lapse of time or both) a default by the Company or any other Person Corporation under any such lease, and neither the Porters nor the Company have received notice of such default or event. . (ii) All rent and other amounts due and payable with respect to each of the CompanyCorporation's leases have been paid through the date of this Agreement. Except as set forth in Schedule 2.14(b), neither Agreement and all rent and other amounts due and payable with respect to the Porters nor Corporation's leases which are due and payable on or prior to the Company Closing Date will have been paid prior to the Closing Date. (iii) The Corporation has received no written notice that the landlord with respect to any real property or personal property lease would refuse to renew such lease upon expiration of the period thereof upon substantially the same terms, except for rent increases consistent with past experience or market rentals. (c) There has not been since the Financial Statement Date any sale, lease, or any other disposition or distribution by the Corporation of any of its assets or properties, now or hereafter owned by it, except transactions in the ordinary and regular course of business or as otherwise consented to by the Purchaser. The Porters After the Closing, the Purchaser will own, or have deliveredthe unrestricted right to use all properties and assets that are currently used in connection with the Corporation's business, with respect except as otherwise provided herein or except for any consents of third parties to any leased real or personal propertythe assignment of their contracts, true the receipt of which is waived by the Purchaser prior to Closing, and complete copies such properties and assets represent all of all such leasesthe properties and assets that are necessary to the operation of the Corporation's business as currently conducted.

Title and Related Matters. (a) Owned Property. Set forth Other than in Schedule 2.14(a) is a description of -------------- all real and personal property owned by the Company. The Company has valid and marketable title relation to all such propertyleased assets, free and clear of all Liens, except Permitted Liens and those liens shown on Schedule 2.14(a) hereto. All properties used in the Company's business operations as of December 31, 1995 are reflected each asset included in the Financial Statements in accordance with and to each material asset acquired by the extent required by GAAP and, as Company since the dates of the date hereof, are fully set forth on Schedule 2.14(a) hereto. The Porters have delivered, with respect to any real property Financial Statements is legally and beneficially owned by the Company, true free from any charges or encumbrances, and complete copies is, where capable of possession, in the possession or under the control of the Company. Such assets constitute all deeds, title policies, environmental assessments, surveys and other title documents relating of the assets necessary to such real property. Further, conduct the Company has valid, good and marketable title to each business of its investments set forth on Schedule 2.4 hereto, free and clear of all Liens, except as set forth on Schedule 2.14(a) heretothe Company. (b) Leased Property. Set forth in Schedule 2.14(b) All real or personal property leases to which the Company is a description --------------- of all real party are valid, binding, enforceable and personal property leased or used by the Company. Except as otherwise set forth in Schedule 2.14(b), the Company's leases are in full force and effect and are valid and enforceable effective in accordance with their respective terms. There exists no is not under any of such leases any existing default of the Company, any default of the other parties to such leases, of which Sellers are aware, or any other event of default or event which constitutes or would constitute (that, with notice or lapse of time or both, would constitute a default. (c) Schedule 3.7 contains a default description of all real property leased or owned by the Company or any other Person under any such leaseCompany, describing (i) its interest in said property, (ii) the remaining term, (iii) monthly and total payment terms, and neither the Porters nor the Company have received notice of such default or event. All rent and other amounts due and payable with respect to the leasehold property, (iv) a description of each parcel and a summary description of the buildings, structures and improvements thereon. True and correct copies of the Company's leases have been paid through provided to the date Buyer or its representatives. The Company has good, indefeasible, record and marketable leasehold title to each of this Agreementthe leased properties shown on Schedule 3.7, free and clear of all claims, tenants and occupants. Except as set forth in Schedule 2.14(b)The Company is the lawful owner of all improvements and fixtures located on such leased properties, neither the Porters nor free and clear of all claims. Each lease or other agreement relating to such leased properties is a valid and subsisting agreement, without any default of the Company have received notice that thereunder and, to the landlord with respect to Sellers' knowledge, without any real property or personal property lease would refuse to renew such lease upon expiration default thereunder of the period thereof upon substantially other party thereto, and such leases and agreements give Company the same termsright to use or occupy, except for rent increases consistent with past experience or market rentals. The Porters have deliveredas the case may be, with respect all real properties as are sufficient and adequate to any leased real or personal property, true and complete copies of all such leasesoperate the Company's business.

Title and Related Matters. (a) Owned Property. Set Except as set forth in Schedule 2.14(a2.12(a) is a description of -------------- all real and personal property owned by hereto, the Company. The Company has valid Corporations have good and marketable title to all such propertyreal and personal, tangible and intangible, property and other assets reflected in the Financial Statements or acquired after the Financial Statement Date, free and clear of all Liens, Claims and Orders, except Permitted Liens Liens. Schedule 2.12(b) hereto sets forth a complete and those liens shown on Schedule 2.14(a) hereto. All properties used accurate summary of all leased assets that have annual rental payments in excess of $25,000, describing the Company's business operations as expiration date of December 31such lease, 1995 are reflected in the Financial Statements in accordance with and to the extent required by GAAP and, as name of the date hereof, are fully set forth on Schedule 2.14(a) hereto. The Porters have delivered, with respect to any real property owned by the Company, true and complete copies of all deeds, title policies, environmental assessments, surveys and other title documents relating to such real property. Furtherlessor, the Company has valid, good annual rental payment and marketable title whether a consent is required from the lessor to each of its investments set forth on Schedule 2.4 hereto, free and clear of all Liens, except as set forth on Schedule 2.14(a) heretoconsummate the transactions contemplated hereby. (b) Leased Property. Set forth in Schedule 2.14(b) is a description --------------- of all real All the Corporations’ material leases and personal property leased or used by the Company. Except as otherwise set forth in Schedule 2.14(b), the Company's leases licenses are in full force and effect effect, and are valid and enforceable in accordance with their respective terms. There To the Knowledge of the Corporations, the Corporations have not received any written notice of any, and there exists no event of default or event which constitutes or would constitute (with notice or lapse of time or both) a default by any of the Company Corporations or any other Person under any such lease, and neither the Porters nor the Company have received notice of such default material lease or eventlicense. All rent and other amounts due and payable with respect to each of the Company's Corporations’ material leases or licenses have been paid through the date of this AgreementAgreement and all rent and other amounts due and payable with respect to the Corporations’ material leases or licenses that are due and payable on or prior to the Closing Date will have been paid prior to the Closing Date. Except as set forth in Schedule 2.14(b), neither the Porters nor the Company The Corporations have received no written notice that the landlord or licensor with respect to any real property material lease or personal property lease license would refuse to renew such lease or license upon expiration of the period thereof upon substantially the same terms, except for rent increases consistent with past experience or market rentals. The Porters have delivered, with respect . (c) None of the material assets belonging to the Corporations is or will be on the Closing Date subject to any leased real (i) Contracts of sale or personal propertylease except as set forth in Schedule 2.12(c), true except Contracts for the sale of inventory in the ordinary and complete copies regular course of business or (ii) Liens, except for Permitted Liens and the Liens set forth in Schedule 2.12(d) hereto. Immediately after the Closing, the Corporations will own, or have the unrestricted right to use, all such leasesproperties and assets that are used (or necessary) in connection with the Corporations’ business on the same economic basis as before the Closing.

Title and Related Matters. (a) Owned Property, Liens. Set forth in on Schedule 2.14(a) is a description of -------------- all real and personal property owned or used by the Company. The Company has valid and marketable title to all such property, free and clear of all Liens, except Permitted Liens and those liens shown on Schedule 2.14(a) heretoLiens. All properties used in the Company's business operations as of December July 31, 1995 1999 are reflected in the Unaudited Financial Statements in accordance with and to the extent required by GAAP and, as of the date hereof, are fully set forth on Schedule 2.14(a) hereto. The Porters Sellers and the Company have delivered, with respect to any real property owned by the Company, true and complete copies of all deeds, title policies, environmental assessments, surveys surveys, and other title documents relating to such real property. Further, the Company has valid, good and marketable title to each of its investments set forth on Schedule 2.4 hereto, free and clear of all Liens, except as set forth on Schedule 2.14(a) hereto. (b) Leased Property. Set forth in on Schedule 2.14(b) is a description --------------- of all real and personal property leased or used by the Company. Except as otherwise set forth in on Schedule 2.14(b), the Company's leases are in full force and effect and are valid and enforceable in accordance with their respective terms. There exists no event of default or event which constitutes or would constitute (with notice or lapse of time or both) a default by the Company or any other Person under any such lease, and neither the Porters Sellers nor the Company have received notice of such default or event. All rent and other amounts due and payable with respect to each of the Company's leases have been paid through the date of this Agreement. Except as set forth in on Schedule 2.14(b), neither the Porters Sellers nor the Company have received notice that the landlord with respect to any real property or personal property lease would refuse to renew such lease upon expiration of the period thereof upon substantially the same terms, except for rent increases consistent with past experience or current market rentalsrates. The Porters Sellers have delivereddelivered to the Purchaser, with respect to any leased real or personal property, true and complete copies of all such leasesleases and all amendments, supplements thereto or memoranda thereof. (c) Regulatory/Zoning Compliance. Except as set forth on Schedule 2.14(c), the real property owned or leased by the Company and the buildings, structures and improvements included within such real property (collectively, the "IMPROVEMENTS") comply with all material applicable restrictions, building 10 ordinances and zoning ordinances and all Regulations of the applicable health and fire departments. No alteration, repair, improvement or other work which could give rise to a Lien has been performed with respect to such Improvements within the last one hundred twenty-nine (129) days. The Company's owned or leased real property and its continued use, occupancy and operation as currently used, occupied and operated does not constitute a nonconforming use under any Regulation or Order affecting such real property, and the continued existence, use, occupancy and operation of such Improvements is not dependent on any special permit, exception, approval or variance. There is no pending or, to the Sellers' or Company's knowledge, threatened or proposed action or proceeding by any Authority to modify the zoning classification of, to condemn or take by the power of eminent domain (or to purchase in lieu thereof), to classify as a landmark, to impose special assessments on or otherwise to take or restrict in any way the right to use, develop or alter all or any part of the Company's owned or leased real property.

Title and Related Matters. (a) Owned PropertyOWNED PROPERTY, LIENS. Set forth in on Schedule 2.14(a) is a description of -------------- all real and personal property owned by the Company. The Company has valid and marketable title to all such property, free and clear of all Liens, except Permitted Liens and those liens shown on Schedule 2.14(a) heretoLiens. All properties owned by the Company and used in the Company's business operations as of December 31, 1995 1999 are reflected in the Unaudited Financial Statements in accordance with and to the extent required by GAAP andGAAP, as of the date hereof, are fully except as set forth on Schedule 2.14(a) hereto. The Porters Sellers and the Company have delivered, with respect to any real property owned by the Company, true and complete copies of all deeds, title policies, environmental assessments, surveys surveys, and other title documents relating to such real property. Further, the Company has valid, good and marketable title to each of its investments set forth on Schedule 2.4 hereto, free and clear of all Liens, except as set forth on Schedule 2.14(a) hereto. (b) Leased PropertyLEASED PROPERTY. Set forth in on Schedule 2.14(b) is a description --------------- of all real and personal property leased or used by the Company. Except as otherwise set forth in on Schedule 2.14(b), the Company's leases are in full force and effect and are valid and enforceable in accordance with their respective terms. There exists no event of default or event which constitutes or would constitute (with notice or lapse of time or both) a default by the Company or any other Person under any such lease, and neither the Porters Sellers nor the Company have received notice of such default or event. All rent and other amounts due and payable with respect to each of the Company's leases have been paid through the date of this Agreement. Except as set forth in on Schedule 2.14(b), neither the Porters Sellers nor the Company have received notice that the landlord with respect to any real property or personal property lease would refuse to renew such lease upon expiration of the period thereof upon substantially the same terms, except for rent increases consistent with past experience or current market rentalsrates. The Porters Sellers have delivereddelivered to the Purchaser, with respect to any leased real or personal property, true and complete copies of all such leasesleases and all amendments, supplements thereto or memoranda thereof.

Title and Related Matters. (a) Owned Property, Liens. Set forth in on Schedule 2.14(a) is a description of -------------- all real and personal property owned or used by the Company. The Company has valid and marketable title to all such property, free and clear of all Liens, except Permitted Liens and those liens shown on Schedule 2.14(a) heretoLiens. All properties used in the Company's ’s business operations as of December 31, 1995 2005 are reflected in the Financial Statements in accordance with and to the extent required by GAAP and, as of the date hereof, are fully set forth on Schedule 2.14(a) hereto. The Porters Sellers and the Company have delivered, with respect to any real property owned by the Company, true and complete copies of all deeds, title policies, environmental assessments, surveys surveys, and other title documents relating to such real property. Further, the Company has valid, good and marketable title to each of its investments set forth on Schedule 2.4 hereto, free and clear of all Liens, except as set forth on Schedule 2.14(a) hereto. (b) Leased Property. Set forth in on Schedule 2.14(b) is a description --------------- of all real and personal property leased or used by the Company. Except as otherwise set forth in on Schedule 2.14(b), the Company's ’s leases are in full force and effect and are valid and enforceable in accordance with their respective terms. There exists no event of default or event which constitutes or would constitute (with notice or lapse of time or both) a default by the Company or any other Person under any such lease, and neither the Porters Sellers nor the Company have received notice of such default or event. All rent and other amounts due and payable with respect to each of the Company's ’s leases have been paid through the date of this Agreement. Except as set forth in on Schedule 2.14(b), neither the Porters Sellers nor the Company have received notice that the landlord with respect to any real property or personal property lease would refuse to renew such lease upon expiration of the period thereof upon substantially the same terms, except for rent increases consistent with past experience or current market rentalsrates. The Porters Sellers have delivereddelivered to the Purchaser, with respect to any leased real or personal property, true and complete copies of all such leasesleases and all amendments, supplements thereto or memoranda thereof. (c) Regulatory/Zoning Compliance. Except as set forth on Schedule 2.14(c), the real property owned or leased by the Company and the buildings, structures and improvements included within such real property (collectively, the “Improvements”) comply with all material applicable restrictions, building ordinances and zoning ordinances and all Regulations of the applicable health and fire departments. No alteration, repair, improvement or other work which could give rise to a Lien has been performed with respect to such Improvements within the last 180 days. The Company’s owned or leased real property and its continued use, occupancy and operation as currently used, occupied and operated does not constitute a nonconforming use under any Regulation or Order affecting such real property, and the continued existence, use, occupancy and operation of such Improvements is not dependent on any special permit, exception, approval or variance. There is no pending or, to the Sellers’ or Company’s knowledge, threatened or proposed action or proceeding by any Authority to modify the zoning classification of, to condemn or take by the power of eminent domain (or to purchase in lieu thereof), to classify as a landmark, to impose special assessments on or otherwise to take or restrict in any way the right to use, develop or alter all or any part of the Company’s owned or leased real property.

Title and Related Matters. (a) Owned PropertyOWNED PROPERTY, LIENS. Set forth in on Schedule 2.14(a) is a description of -------------- all real and personal property owned or used by the Company. The Company has valid and marketable title to all such property, free and clear of all Liens, except Permitted Liens and those liens shown on Schedule 2.14(a) heretoLiens. All properties used in the Company's business operations as of December 31, 1995 1999 are reflected in the Financial Statements in accordance with and to the extent required by GAAP and, as of the date hereof, are fully set forth on Schedule 2.14(a) hereto. The Porters Seller and the Company have delivered, with respect to any real property owned by the Company, true and complete copies of all deeds, title policies, environmental assessments, surveys surveys, and other title documents relating to such real property. Further, the Company has valid, good and marketable title to each of its investments set forth on Schedule 2.4 hereto, free and clear of all Liens, except as set forth on Schedule 2.14(a) hereto. (b) Leased PropertyLEASED PROPERTY. Set forth in on Schedule 2.14(b) is a description --------------- of all real and personal property leased or used by the Company. Except as otherwise set forth in on Schedule 2.14(b), the Company's leases are in full force and effect and are valid and enforceable in accordance with their respective terms. There exists no event of default or event which constitutes or would constitute (with notice or lapse of time or both) a default by the Company or any other Person under any such lease, and neither the Porters Seller nor the Company have received notice of such default or event. All rent and other amounts due and payable with respect to each of the Company's leases have been paid through the date of this Agreement. Except as set forth in on Schedule 2.14(b), neither the Porters Seller nor the Company have received notice that the landlord with respect to any real property or personal property lease would refuse to renew such lease upon expiration of the period thereof upon substantially the same terms, except for rent increases consistent with past experience or current market rentalsrates. The Porters have deliveredSeller has delivered to the Purchaser, with respect to any leased real or personal property, true and complete copies of all such leasesleases and all amendments, supplements thereto or memoranda thereof.

Title and Related Matters. (a) Owned Property, Liens. Set forth in on Schedule 2.14(a) is a description of -------------- all real and personal property owned or used by the Company. The Company has valid and marketable title to all such property, free and clear of all Liens, except Permitted Liens and those liens shown on Schedule 2.14(a) heretoLiens. All properties used in the Company's business operations as of December 31, 1995 2000 are reflected in the Financial Statements in accordance with and to the extent required by GAAP and, as of the date hereof, are fully set forth on Schedule 2.14(a) hereto. The Porters Sellers and the Company have delivered, with respect to any real property owned by the Company, true and complete copies of all deeds, title policies, environmental assessments, surveys surveys, and other title documents relating to such real property. Further, the Company has valid, good and marketable title to each of its investments set forth on Schedule 2.4 hereto, free and clear of all Liens, except as set forth on Schedule 2.14(a) hereto. (b) Leased Property. Set forth in on Schedule 2.14(b) is a description --------------- of all real and personal property leased or used by the Company. Except as otherwise set forth in on Schedule 2.14(b), the Company's leases are in full force and effect and are valid and enforceable in accordance with their respective terms. There exists no event of default or event which constitutes or would constitute (with notice or lapse of time or both) a default by the Company or any other Person under any such lease, and neither the Porters Sellers nor the Company have received notice of such default or event. All rent and other amounts due and payable with respect to each of the Company's leases have been paid through the date of this Agreement. Except as set forth in on Schedule 2.14(b), neither the Porters Sellers nor the Company have received notice that the landlord with respect to any real property or personal property lease would refuse to renew such lease upon expiration of the period thereof upon substantially the same terms, except for rent increases consistent with past experience or current market rentalsrates. The Porters Sellers have delivereddelivered to the Purchaser, with respect to any leased real or personal property, true and complete copies of all such leasesleases and all amendments, supplements thereto or memoranda thereof. (c) Regulatory/Zoning Compliance. Except as set forth on Schedule 2.14(c), the real property owned or leased by the Company and the buildings, structures and improvements included within such real property (collectively, the "IMPROVEMENTS") comply with all material applicable restrictions, building ordinances and zoning ordinances and all Regulations of the applicable health and fire departments. No alteration, repair, improvement or other work which could give rise to a Lien has been performed with respect to such Improvements within the last four (4) months. The Company's owned or leased real property and its continued use, occupancy and operation as currently used, occupied and operated does not constitute a nonconforming use under any Regulation or Order affecting such real property, and the continued existence, use, occupancy and operation of such Improvements is not dependent on any special permit, exception, approval or variance. There is no pending or, to the Sellers' knowledge or the knowledge of the Company's officers, directors, managers and bookkeeper, threatened or proposed action or proceeding by any Authority to modify the zoning classification of, to condemn or take by the power of eminent domain (or to purchase in lieu thereof), to classify as a landmark, to impose special assessments on or otherwise to take or restrict in any way the right to use, develop or alter all or any part of the Company's owned or leased real property.

Title and Related Matters. (a) Owned Propertyi. OWNED PROPERTY, LIENS. Set forth in on Schedule 2.14(a) is a description of -------------- all real and personal property owned or used by the Company. The Company has valid and marketable title to all such property, free and clear of all Liens, except Permitted Liens and those liens shown on Schedule 2.14(a) heretoLiens. All properties used in the Company's business operations as of December July 31, 1995 1999 are reflected in the Unaudited Financial Statements in accordance with and to the extent required by GAAP and, as of the date hereof, are fully set forth on Schedule 2.14(a) hereto. The Porters Sellers and the Company have delivered, with respect to any real property owned by the Company, true and complete copies of all deeds, title policies, environmental assessments, surveys surveys, and other title documents relating to such real property. Further, the Company has valid, good and marketable title to each of its investments set forth on Schedule 2.4 hereto, free and clear of all Liens, except as set forth on Schedule 2.14(a) hereto. (b) Leased Propertyii. LEASED PROPERTY. Set forth in on Schedule 2.14(b) is a description --------------- of all real and personal property leased or used by the Company. Except as otherwise set forth in on Schedule 2.14(b), the Company's leases are in full force and effect and are valid and enforceable in accordance with their respective terms. There exists no event of default or event which constitutes or would constitute (with notice or lapse of time or both) a default by the Company or any other Person under any such lease, and neither the Porters Sellers nor the Company have received notice of such default or event. All rent and other amounts due and payable with respect to each of the Company's leases have been paid through the date of this Agreement. Except as set forth in on Schedule 2.14(b), neither the Porters Sellers nor the Company have received notice that the landlord with respect to any real property or personal property lease would refuse to renew such lease upon expiration of the period thereof upon substantially the same terms, except for rent increases consistent with past experience or current market rentalsrates. The Porters Sellers have delivereddelivered to the Purchaser, with respect to any leased real or personal property, true and complete copies of all such leasesleases and all amendments, supplements thereto or memoranda thereof.