Common use of Title to and Condition of Properties Clause in Contracts

Title to and Condition of Properties. PharMerica and its Subsidiaries have good title to all of the real property and personal property reflected on PharMerica's September 30, 1998 unaudited consolidated balance sheet contained in PharMerica's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 filed with the SEC (the "PharMerica Balance Sheet"), except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for defects of title which are not material to PharMerica and its Subsidiaries taken as a whole. Neither PharMerica nor any of its Subsidiaries owns any material real property. No real or personal property owned or leased by PharMerica or any of its Subsidiaries is subject to claims, liens or other encumbrances of any kind or character, including, without limitation, mortgages, pledges, liens, conditional sale agreements, charges, security interests, easements, restrictive covenants, rights of way or options, except for (i) liens for taxes not yet delinquent or which are being contested in good faith by appropriate proceedings and in respect of which PharMerica or its appropriate Subsidiary has set aside on its books adequate reserves in accordance with generally accepted accounting principles; (ii) mechanics', carriers', workers', repairers', materialmen's, landlords' and other similar statutory or common law liens incurred in the ordinary course of business for obligations not yet delinquent or the validity of which is being contested in good faith by appropriate proceedings and in respect of which PharMerica or its appropriate Subsidiary has set aside on its books adequate reserves in accordance with generally accepted accounting principles; (iii) in the case of real property, easements, rights of way, restrictions, minor defects or irregularities in title that do not individually or in the aggregate have a material adverse effect on the value or use of the real property encumbered thereby as currently used in the operation of the business of PharMerica or its Subsidiaries; (iv) those which would not materially interfere with the conduct of the business of PharMerica and its Subsidiaries (the encumbrances described in clauses (i) through (iv) of this sentence, collectively, the "PharMerica Permitted Encumbrances"); (v) those securing liabilities reflected in the PharMerica Balance Sheet; or (vi) those described in Section 3.18 of the PharMerica Disclosure Statement.

Title to and Condition of Properties. PharMerica Newco has (or will have, as of the Closing, either directly or through one or more wholly-owned subsidiaries) good and its Subsidiaries have good marketable title to all of the real property Assets not consisting of Real Property, and personal property reflected on PharMerica's September 30good and indefeasible fee simple title or leasehold title to all of the Assets consisting of Real Property, 1998 unaudited consolidated balance sheet contained in PharMerica's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 filed with the SEC (the "PharMerica Balance Sheet"), free and clear of all Liens and encumbrances except for property since sold (i) those Liens set forth on Schedule 3.1.8 of Sellers’ Disclosure Schedule, (ii) mechanics’, carriers’, workmen’s, repairmen’s or otherwise disposed other similar Liens arising or incurred in the ordinary course of business, Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business and consistent with past practice and except Liens for defects of title which Taxes that are not material to PharMerica yet due and its Subsidiaries taken as a whole. Neither PharMerica nor any of its Subsidiaries owns any material real property. No real payable or personal property owned that may thereafter be paid without penalty or leased by PharMerica or any of its Subsidiaries is subject to claims, liens or other encumbrances of any kind or character, including, without limitation, mortgages, pledges, liens, conditional sale agreements, charges, security interests, easements, restrictive covenants, rights of way or options, except for (i) liens for taxes not yet delinquent or which that are being contested in good faith by appropriate proceedings and in respect of which PharMerica or its appropriate Subsidiary has set aside on its books adequate reserves in accordance with generally accepted accounting principles; (ii) mechanics'proceedings, carriers', workers', repairers', materialmen's, landlords' and other similar statutory or common law liens incurred in the ordinary course of business for obligations not yet delinquent or the validity of which is being contested in good faith by appropriate proceedings and in respect of which PharMerica or its appropriate Subsidiary has set aside on its books adequate reserves in accordance with generally accepted accounting principles; (iii) assessments, governmental charges or levies which are not yet due and payable as of the Closing Date, (iv) other imperfections of title or encumbrances, if any, that do not, individually or in the case aggregate, materially impair the value or the continued use and operation of real propertySellers’ assets in the conduct of the Business as presently conducted, easements(v) any conditions that are or would be shown by a current, rights accurate survey or physical inspection of way, restrictions, minor defects any owned or irregularities in title that leased property made prior to Closing which do not individually or in the aggregate have a material adverse effect on aggregate, materially impair the value or the continued use and operation of the real owned property encumbered thereby in the conduct of the Business of the Sellers as currently used in presently conducted, (vi) zoning, building codes and other similar land use laws imposed by any governmental authority having jurisdiction over such Real Property which are not violated by the current use or occupancy of such Real Property or the operation of the business Business there on, and (vii) easements, covenants, rights-of-way and other similar restrictions which do not individually or in the aggregate, materially impair the value or the continued use and operation of PharMerica or its Subsidiaries; (iv) those which would not materially interfere with the owned property in the conduct of the business Business of PharMerica and its Subsidiaries the Sellers as presently conducted (any of the encumbrances items described in clauses (i) through (ivvii) of this sentencehereof being referred to herein as “Permitted Liens”). All material assets are in reasonably good condition, collectively, the "PharMerica Permitted Encumbrances"); (v) those securing liabilities reflected in the PharMerica Balance Sheet; or (vi) those described in Section 3.18 of the PharMerica Disclosure Statementordinary wear and tear excepted.

Title to and Condition of Properties. PharMerica (a) Schedule 3.10(a) hereto contains a true, correct and complete ---------------- list of all real property in which IPCH or any of its Subsidiaries has any ownership interest, including the complete legal description of each parcel of such real property. Schedule 3.10(a) hereto contains a true, correct and ---------------- complete list of all leases and subleases of real property under which IPCH or any of its Subsidiaries is a lessor or lessee (true, accurate and complete copies of which have previously been made available to Inergy Holdings). To the Knowledge of IPCH and its Subsidiaries, IPCH or one of its Subsidiaries have has good and indefeasible fee simple title to all of the real property properties described on Schedule 3.10(a) hereto as being "owned real ---------------- property", and personal property reflected good and indefeasible title to all the leasehold estates created by the leases and subleases described on PharMerica's September 30, 1998 unaudited consolidated balance sheet contained in PharMerica's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 filed with the SEC Schedule 3.10(a) hereto ---------------- wherein IPCH or one of its Subsidiaries is a lessee or sublessee (such real properties and leasehold estates collectively referred to herein as the "PharMerica Balance SheetReal Property"), all free and clear of Liens, encumbrances, easements, restrictions and reservations except for the following (collectively, the "Permitted Encumbrances"): (i) valid and subsisting rights of way, easements, restrictions, reservations and other encumbrances (other than Liens) that affect the Real Property but do not materially interfere with the use of such property since sold as currently used by IPCH or otherwise disposed any of its Subsidiaries; (ii) the lien for real estate or ad valorem taxes for the current year which are not yet due and payable or any "rollback taxes" or similar assessments for prior years due to a change in use or ownership which are not yet due and payable; (iii) Liens imposed by law, such as mechanics', workers', materialmen's, carriers' or other like liens (excluding, however, any statutory or other Lien in favor of a lessor under a lease) arising in the ordinary course of business and consistent with past practice and except for defects which secure the payment of title obligations which are not material yet due and payable or which are being diligently contested in good faith by appropriate proceedings; (iv) all matters which a survey (Category IA, Condition II according the Texas Surveyors Association Manual of Practice or substantially the equivalent) or a physical inspection of the property would disclose, except to PharMerica and its Subsidiaries taken the extent such matter would materially interfere with the use of the property as a whole. Neither PharMerica nor currently used by IPCH or any of its Subsidiaries; (v) any matter disclosed or contained in any vesting deed into IPCH or one of its Subsidiaries owns (whether past or present), as to any material real propertyof the Material Real Properties only, or in any of the fourteen leases for the "Focus Leasehold Properties" identified on Schedule 3.10(a)(a); and (vi) Liens disclosed on ---------------- Schedule 3.10(a). No real Without limiting the generality of the foregoing, as to ---------------- leasehold estates under the leases and subleases of Real Property wherein IPCH or personal property owned one of its Subsidiaries is a lessee or sublessee, IPCH or one of its Subsidiaries (i) has quiet and peaceable possession of each of the leased by PharMerica properties pursuant to the terms of the respective lease or sublease, (ii) has no actual notice of a default thereunder, and (iii) has not prepaid rent for more than a one-month period, except as may be required pursuant to the terms of the applicable lease or sublease. To the Knowledge of IPCH and its Subsidiaries, all leases and subleases in which IPCH or any of its Subsidiaries is subject to claims, liens a lessor or other encumbrances sublessor are in full force and effect and there is no default or event of any kind or character, including, without limitation, mortgages, pledges, liens, conditional sale agreements, charges, security interests, easements, restrictive covenants, rights of way or options, except for (i) liens for taxes not yet delinquent or which are being contested in good faith by appropriate proceedings and in respect of which PharMerica or its appropriate Subsidiary has set aside on its books adequate reserves in accordance with generally accepted accounting principles; (ii) mechanics', carriers', workers', repairers', materialmen's, landlords' and other similar statutory or common law liens incurred in the ordinary course of business for obligations not yet delinquent or the validity of which is being contested in good faith by appropriate proceedings and in respect of which PharMerica or its appropriate Subsidiary has set aside on its books adequate reserves in accordance with generally accepted accounting principles; (iii) in the case of real property, easements, rights of way, restrictions, minor defects or irregularities in title that do not individually or in the aggregate have a material adverse effect on the value or use of the real property encumbered thereby as currently used in the operation of the business of PharMerica or its Subsidiaries; (iv) those which would not materially interfere with the conduct of the business of PharMerica and its Subsidiaries (the encumbrances described in clauses (i) through (iv) of this sentence, collectively, the "PharMerica Permitted Encumbrances"); (v) those securing liabilities reflected in the PharMerica Balance Sheet; or (vi) those described in Section 3.18 of the PharMerica Disclosure Statementdefault thereunder.

Title to and Condition of Properties. PharMerica GranCare and its ------------------------------------ Pharmacy Subsidiaries have good title to all of the real property and personal property which is reflected on PharMericaGranCare's September 30December 31, 1998 unaudited 1995 audited consolidated balance sheet contained in PharMericaGranCare's Quarterly Report on Form 10-Q K for the quarter fiscal year ended September 30December 31, 1998 1995 filed with the SEC (the "PharMerica GranCare Balance Sheet"), ) except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice practice. Set forth in Section 4.19(a) of the GranCare Disclosure Statement is a true and except for defects complete list of title which are not material to PharMerica all real properties owned by GranCare and its Pharmacy Subsidiaries taken as a whole. Neither PharMerica nor any and used in connection with the Institutional Pharmacy Business, all of its Subsidiaries owns any material which real propertyproperties are reflected on the GranCare Balance Sheet. No such real or personal property owned or leased by PharMerica or any of its Subsidiaries is subject to claims, liens or other encumbrances of any kind or character, including, without limitation, mortgages, pledges, liens, conditional sale agreements, charges, security interests, easements, restrictive covenants, rights of way or options, except for (i) liens for taxes not yet delinquent or which are being contested in good faith by appropriate proceedings and in respect of which PharMerica GranCare or its appropriate Subsidiary has set aside on its books adequate reserves in accordance with generally accepted accounting principles; (ii) mechanics', carriers', workers', repairers', materialmen's, landlords' 's and other similar statutory or common law liens incurred in the ordinary course of business for obligations not yet delinquent or the validity of which is are being contested in good faith by appropriate proceedings and in respect of which PharMerica GranCare or its appropriate Subsidiary has set aside on its books adequate reserves in accordance with generally accepted accounting principles; (iii) in the case of real property, easements, rights of way, restrictions, minor defects or irregularities in title that do not individually or in the aggregate have a material adverse effect on the value or use of the real property encumbered thereby as currently used in the operation of the business of PharMerica GranCare or its Subsidiaries; or (iv) those which would not materially interfere with the conduct of the business of PharMerica GranCare and its Pharmacy Subsidiaries or impair GranCare's ability to perform its obligations under this Agreement and to consummate the transactions contemplated hereby (the encumbrances described in clauses (i) through (iv) of this sentence, collectively, the "PharMerica GranCare Permitted Encumbrances"); . There are no eminent domain proceedings pending or, to the knowledge of GranCare, threatened against any owned property or any material portion thereof which proceedings (vif resulting in a taking) those securing liabilities reflected could reasonably be expected to have a material adverse effect on the value or use of such property as currently used in the PharMerica Balance Sheet; operation of the pharmacy business of GranCare or its Subsidiaries. To the knowledge of GranCare, (vii) those described the real properties and the improvements located thereon (including the roof and structural portions of each building) are in good operating order and condition, subject to ordinary wear and tear, (ii) there are no structural, mechanical or other defects of a material nature in any improvements located on the real properties, (iii) all building systems in respect of the real properties are in all material respects in good condition and working order, subject to ordinary wear and tear, and (iv) the real properties are served by all utilities required or necessary for the present use thereof. GranCare has made available to Vitalink true and correct copies of all title insurance commitments, title insurance policies and surveys in the possession of GranCare or its Subsidiaries relating to the real properties set forth in Section 3.18 4.19(a) of the PharMerica GranCare Disclosure Statement.

Title to and Condition of Properties. PharMerica Except as set forth in Section 3.23 of the CBH Disclosure Statement, CBH and its Subsidiaries have good title to all of the real property and personal property reflected on PharMericaCBH's September June 30, 1998 2008 unaudited consolidated balance sheet contained in PharMericaCBH's Quarterly Report on Form 10-Q QSB for the quarter ended September June 30, 1998 2008 filed with the SEC (the "PharMerica CBH Balance Sheet"), except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for defects of title which are not material to PharMerica CBH and its Subsidiaries taken as a whole. Neither PharMerica Except as set forth in Section 3.23 of the CBH Disclosure Statement, neither CBH nor any of its Subsidiaries owns any material real property. No real or personal property owned or leased by PharMerica CBH or any of its Subsidiaries is subject to claims, liens or other encumbrances of any kind or character, including, without limitation, mortgages, pledges, liens, conditional sale agreements, charges, security interests, easements, restrictive covenants, rights of way or options, except for (i) liens for taxes not yet delinquent or which are being contested in good faith by appropriate proceedings and in respect of which PharMerica CBH or its appropriate Subsidiary has set aside on its books adequate reserves in accordance with generally accepted accounting principles; (ii) mechanics', carriers', workers', repairers', materialmen's, landlords' and other similar statutory or common law liens incurred in the ordinary course of business for obligations not yet delinquent or the validity of which is being contested in good faith by appropriate proceedings and in respect of which PharMerica CBH or its appropriate Subsidiary has set aside on its books adequate reserves in accordance with generally accepted accounting principles; (iii) in the case of real property, easements, rights of way, restrictions, minor defects or irregularities in title that do not individually or in the aggregate have a material adverse effect on the value or use of the real property encumbered thereby as currently used in the operation of the business of PharMerica CBH or its Subsidiaries; (iv) those which would not materially interfere with the conduct of the business of PharMerica CBH and its Subsidiaries (the encumbrances described in clauses (i) through (iv) of this sentence, collectively, the "PharMerica CBH Permitted Encumbrances"); (v) those securing liabilities reflected in the PharMerica CBH Balance Sheet; or (vi) those described in Section 3.18 3.23 of the PharMerica CBH Disclosure Statement.

Title to and Condition of Properties. PharMerica Avalon and its Subsidiaries have good title to all of the real property and personal property reflected on PharMerica's September 30Avalon’s December 31, 1998 2020 unaudited consolidated balance sheet contained in PharMerica's Avalon’s Quarterly Report on Form 10-Q K for the quarter year ended September 30December 31, 1998 2020 filed with the SEC (the "PharMerica “Avalon Balance Sheet"”), except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for defects of title which are not material to PharMerica Avalon and its Subsidiaries taken as a whole. Neither PharMerica Avalon nor any of its Subsidiaries owns any material real property. No real or tangible personal property owned or leased by PharMerica Avalon or any of its Subsidiaries is subject to claims, liens or other encumbrances Encumbrances of any kind or character, including, without limitation, including mortgages, pledges, liens, conditional sale agreements, charges, security interests, easements, restrictive covenants, rights of way or options, except for (i) liens Encumbrances for taxes Taxes not yet delinquent or which are being contested in good faith by appropriate proceedings Action and in respect of which PharMerica Avalon or its appropriate Subsidiary has set aside on its books adequate reserves in accordance with generally accepted accounting principles; (ii) mechanics'’, carriers'’, workers'’, repairers'’, materialmen's’s, landlords' ’ and other similar statutory or common law liens incurred in the ordinary course of business for obligations not yet delinquent or the validity of which is being contested in good faith by appropriate proceedings Actions and in respect of which PharMerica Avalon or its appropriate Subsidiary has set aside on its books adequate reserves in accordance with generally accepted accounting principles; (iii) in the case of real property, easements, rights of way, restrictions, minor defects or irregularities in title that do not individually or in the aggregate have a material adverse effect on the value or use of the real property encumbered thereby as currently used in the operation of the business of PharMerica Avalon or its Subsidiaries; (iv) those which would not materially interfere with the conduct of the business of PharMerica Avalon and its Subsidiaries (the encumbrances described in clauses (i) through (iv) of this sentence, collectively, the "PharMerica “Avalon Permitted Encumbrances"”); (v) those securing liabilities reflected in the PharMerica Avalon Balance Sheet; or (vi) those described in Section 3.18 4.23 of the PharMerica Avalon Disclosure StatementSchedule.

Title to and Condition of Properties. PharMerica Except as set forth in Section 3.23 of the CBH Disclosure Statement, CBH and its Subsidiaries have good title to all of the real property and personal property reflected on PharMerica's September CBH’s June 30, 1998 2008 unaudited consolidated balance sheet contained in PharMerica's CBH’s Quarterly Report on Form 10-Q QSB for the quarter ended September June 30, 1998 2008 filed with the SEC (the "PharMerica “CBH Balance Sheet"”), except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for defects of title which are not material to PharMerica CBH and its Subsidiaries taken as a whole. Neither PharMerica Except as set forth in Section 3.23 of the CBH Disclosure Statement, neither CBH nor any of its Subsidiaries owns any material real property. No real or personal property owned or leased by PharMerica CBH or any of its Subsidiaries is subject to claims, liens or other encumbrances of any kind or character, including, without limitation, mortgages, pledges, liens, conditional sale agreements, charges, security interests, easements, restrictive covenants, rights of way or options, except for (i) liens for taxes not yet delinquent or which are being contested in good faith by appropriate proceedings and in respect of which PharMerica CBH or its appropriate Subsidiary has set aside on its books adequate reserves in accordance with generally accepted accounting principles; (ii) mechanics'’, carriers'’, workers'’, repairers'’, materialmen's’s, landlords' ’ and other similar statutory or common law liens incurred in the ordinary course of business for obligations not yet delinquent or the validity of which is being contested in good faith by appropriate proceedings and in respect of which PharMerica CBH or its appropriate Subsidiary has set aside on its books adequate reserves in accordance with generally accepted accounting principles; (iii) in the case of real property, easements, rights of way, restrictions, minor defects or irregularities in title that do not individually or in the aggregate have a material adverse effect on the value or use of the real property encumbered thereby as currently used in the operation of the business of PharMerica CBH or its Subsidiaries; (iv) those which would not materially interfere with the conduct of the business of PharMerica CBH and its Subsidiaries (the encumbrances described in clauses (i) through (iv) of this sentence, collectively, the "PharMerica “CBH Permitted Encumbrances"”); (v) those securing liabilities reflected in the PharMerica CBH Balance Sheet; or (vi) those described in Section 3.18 3.23 of the PharMerica CBH Disclosure Statement.

Title to and Condition of Properties. PharMerica NeoStem and its Subsidiaries have good title to all of the real property and personal property reflected on PharMerica's September NeoStem’s June 30, 1998 2008 unaudited consolidated balance sheet contained in PharMerica's NeoStem’s Quarterly Report on Form 10-Q for the quarter ended September June 30, 1998 2008 filed with the SEC (the "PharMerica “NeoStem Balance Sheet"”), except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for defects of title which are not material to PharMerica NeoStem and its Subsidiaries taken as a whole. Neither PharMerica NeoStem nor any of its Subsidiaries owns any material real property. No Except as set forth in Section 4.23 of the NeoStem Disclosure Statement, no real or personal property owned or leased by PharMerica NeoStem or any of its Subsidiaries is subject to claims, liens or other encumbrances of any kind or character, including, without limitation, mortgages, pledges, liens, conditional sale agreements, charges, security interests, easements, restrictive covenants, rights of way or options, except for (i) liens for taxes not yet delinquent or which are being contested in good faith by appropriate proceedings and in respect of which PharMerica NeoStem or its appropriate Subsidiary has set aside on its books adequate reserves in accordance with generally accepted accounting principles; (ii) mechanics'’, carriers'’, workers'’, repairers'’, materialmen's’s, landlords' ’ and other similar statutory or common law liens incurred in the ordinary course of business for obligations not yet delinquent or the validity of which is being contested in good faith by appropriate proceedings and in respect of which PharMerica NeoStem or its appropriate Subsidiary has set aside on its books adequate reserves in accordance with generally accepted accounting principles; (iii) in the case of real property, easements, rights of way, restrictions, minor defects or irregularities in title that do not individually or in the aggregate have a material adverse effect on the value or use of the real property encumbered thereby as currently used in the operation of the business of PharMerica NeoStem or its Subsidiaries; (iv) those which would not materially interfere with the conduct of the business of PharMerica NeoStem and its Subsidiaries (the encumbrances described in clauses (i) through (iv) of this sentence, collectively, the "PharMerica “NeoStem Permitted Encumbrances"”); (v) those securing liabilities reflected in the PharMerica NeoStem Balance Sheet; or (vi) those described in Section 3.18 4.23 of the PharMerica NeoStem Disclosure Statement.

Title to and Condition of Properties. PharMerica and its Subsidiaries The Acquired Companies have good title to all of the real property and personal property reflected on PharMerica's September 30the March 31, 1998 2021 unaudited consolidated balance sheet contained in PharMerica's Quarterly Report on Form 10-Q for of the quarter ended September 30, 1998 filed with the SEC Acquired Companies (the "PharMerica “Sen Lang Balance Sheet"”), except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for defects of title which are not material to PharMerica and its Subsidiaries the Acquired Companies taken as a whole. Neither PharMerica nor any Except as set forth on Section 3.17 of its Subsidiaries the Sen Lang Disclosure Schedule, no Acquired Company owns any material real property. No real or tangible personal property owned or leased by PharMerica or any of its Subsidiaries Acquired Company is subject to claims, liens or other encumbrances of any kind or character, including, without limitation, including mortgages, pledges, liens, conditional sale agreements, charges, security interests, easements, restrictive covenants, rights of way or options, except for (i) liens Encumbrances for taxes Taxes not yet delinquent or which are being contested in good faith by appropriate proceedings Action and in respect of which PharMerica or its appropriate Subsidiary any Acquired Company has set aside on its books adequate reserves in accordance with generally accepted accounting principles; (ii) mechanics'’, carriers'’, workers'’, repairers'’, materialmen's’s, landlords' ’ and other similar statutory or common law liens incurred in the ordinary course of business for obligations not yet delinquent or the validity of which is being contested in good faith by appropriate proceedings Action and in respect of which PharMerica or its the appropriate Subsidiary Acquired Company has set aside on its books adequate reserves in accordance with generally accepted accounting principles; (iii) in the case of real property, easements, rights of way, restrictions, minor defects or irregularities in title that do not individually or in the aggregate have a material adverse effect on the value or use of the real property encumbered thereby as currently used in the operation of the business of PharMerica or its Subsidiariesthe Acquired Companies; (iv) those which would not materially interfere with the conduct of the business of PharMerica and its Subsidiaries the Acquired Companies (the encumbrances described in clauses (i) through (iv) of this sentence, collectively, the "PharMerica “Sen Lang Permitted Encumbrances"”); (v) those securing liabilities reflected in the PharMerica Sen Lang Balance Sheet; or (vi) those described in Section 3.18 3.17(vi) of the PharMerica Sen Lang Disclosure StatementSchedule.

Title to and Condition of Properties. PharMerica Vitalink and its ------------------------------------ Subsidiaries have good title to all of the real property and personal property reflected on PharMericaVitalink's September 30May 31, 1998 unaudited 1996 audited consolidated balance sheet contained in PharMericaVitalink's Quarterly Report on Form 10-Q K for the quarter fiscal year ended September 30May 31, 1998 1996 filed with the SEC (the "PharMerica Vitalink Balance Sheet"), ) except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice practice. Set forth in Section 3.18(a) of the Vitalink Disclosure Statement is a true and except for defects complete list of title which are not material to PharMerica all real properties owned by Vitalink and its Subsidiaries taken as a whole. Neither PharMerica nor any Subsidiaries, all of its Subsidiaries owns any material which real propertyproperties are reflected on the Vitalink Balance Sheet. No such real or personal property owned or leased by PharMerica or any of its Subsidiaries is subject to claims, liens or other encumbrances of any kind or character, including, without limitation, mortgages, pledges, liens, conditional sale agreements, charges, security interests, easements, restrictive covenants, rights of way or options, except for (i) liens for taxes not yet delinquent or which are being contested in good faith by appropriate proceedings and in respect of which PharMerica Vitalink or its appropriate Subsidiary has set aside on its books adequate reserves in accordance with generally accepted accounting principles; (ii) mechanics', carriers', workers', repairers', materialmen's, landlords' 's and other similar statutory or common law liens incurred in the ordinary course of business for obligations not yet delinquent or the validity of which is being contested in good faith by appropriate proceedings and in respect of which PharMerica Vitalink or its appropriate Subsidiary has set aside on its books adequate reserves in accordance with generally accepted accounting principles; (iii) in the case of real property, easements, rights of way, restrictions, minor defects or irregularities in title that do not individually or in the aggregate have a material adverse effect on the value or use of the real property encumbered thereby as currently used in the operation of the business of PharMerica Vitalink or its Subsidiaries; or (iv) those which would not materially interfere with the conduct of the business of PharMerica Vitalink and its Subsidiaries or impair Vitalink's ability to perform its obligations under this Agreement and to consummate the transactions contemplated hereby (the encumbrances described in clauses (i) through (iv) of this sentence, collectively, the "PharMerica Vitalink Permitted Encumbrances"); . There are no eminent domain proceedings pending or, to Vitalink's knowledge, threatened against any owned property or any material portion thereof which proceedings (vif resulting in a taking) those securing liabilities reflected could reasonably be expected to have a material adverse effect on the value or use of such property as currently used in the PharMerica Balance Sheet; operation of the business of Vitalink or its Subsidiaries. To the knowledge of Vitalink, (vii) those described the real properties and the improvements located thereon (including the roof and structural portions of each building) are in good operating order and condition, subject to ordinary wear and tear, (ii) there are no structural, mechanical or other defects of a material nature in any improvements located on the real properties, (iii) all building systems in respect of the real properties are in all material respects in good condition and working order, subject to ordinary wear and tear, and (iv) the real properties are served by all utilities required or necessary for the present use thereof. Vitalink has made available to GranCare true and correct copies of all title insurance commitments, title insurance policies and surveys in the possession of Vitalink or its Subsidiaries relating to its real properties set forth in Section 3.18 3.18(a) of the PharMerica Vitalink Disclosure Statement.

Title to and Condition of Properties. PharMerica As of the date hereof, Bergen and its Subsidiaries have good title to all of the real property and personal property reflected on PharMericaBergen's September 30, 1998 unaudited audited consolidated balance sheet contained in PharMericaBergen's Quarterly Annual Report on Form 10-Q K for the quarter year ended September 30, 1998 filed with the SEC (the "PharMerica Bergen Balance Sheet"), except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for defects of title which are not material to PharMerica Bergen and its Subsidiaries taken as a whole. Neither PharMerica nor any Except as set forth in Section 4.14 of its Subsidiaries owns any material real property. No the Bergen Disclosure Statement, as of the date hereof, no such real or personal property owned or leased by PharMerica or any of its Subsidiaries is subject to claims, liens or other encumbrances of any kind or character, including, without limitation, mortgages, pledges, liens, conditional sale agreements, charges, security interests, easements, restrictive covenants, rights of way or options, except for (i) liens for taxes not yet delinquent or which are being contested in good faith by appropriate proceedings and in respect of which PharMerica Bergen or its appropriate Subsidiary has set aside on its books adequate reserves in accordance with generally accepted accounting principles; (ii) mechanics', carriers', workers', repairers', materialmen's, landlords' and other similar statutory or common law liens incurred in the ordinary course of business for obligations not yet delinquent or the validity of which is being contested in good faith by appropriate proceedings and in respect of which PharMerica Bergen or its appropriate Subsidiary has set aside on its books adequate reserves in accordance with generally accepted accounting principles; (iii) in the case of real property, easements, rights of way, restrictions, minor defects or irregularities in title that do not individually or in the aggregate have a material adverse effect on the value or use of the real property encumbered thereby as currently used in the operation of the business of PharMerica Bergen or its Subsidiaries; (iv) those which would not materially interfere with the conduct of the business of PharMerica Bergen and its Subsidiaries or impair Bergen's ability to perform its obligations under this Agreement and to consummate the transactions contemplated hereby (the encumbrances described in clauses (i) through (iv) of this sentence, sentence collectively, the "PharMerica Bergen Permitted Encumbrances"); (v) those securing liabilities reflected in the PharMerica Bergen Balance Sheet; or (vi) those described in Section 3.18 4.14 of the PharMerica Bergen Disclosure Statement.

Title to and Condition of Properties. PharMerica Capstone and its Subsidiaries have good title to all of the real property and personal property reflected on PharMericaCapstone's September 30December 31, 1998 unaudited 1996 audited consolidated balance sheet contained in PharMericaCapstone's Quarterly Report on Form 10-Q K for the quarter fiscal year ended September 30December 31, 1998 1996 filed with the SEC (the "PharMerica Capstone Balance Sheet"), except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice practice. Set forth in Section 3.18 of the Capstone Disclosure Statement is a true and except for defects complete list of title which are not material to PharMerica all real properties owned by Capstone and its Subsidiaries taken as a whole. Neither PharMerica nor any Subsidiaries, all of its Subsidiaries owns any material which real propertyproperties are reflected on the Capstone Balance Sheet. No such real or personal property owned or leased by PharMerica or any of its Subsidiaries is subject to claims, liens or other encumbrances of any kind or character, including, without limitation, mortgages, pledges, liens, conditional sale agreements, charges, security interests, easements, restrictive covenants, rights of way or options, except for (i) liens for taxes not yet delinquent or which are being contested in good faith by appropriate proceedings and in respect of which PharMerica Capstone or its appropriate Subsidiary has set aside on its books adequate reserves in accordance with generally accepted accounting principles; (ii) mechanics', carriers', workers', repairers', materialmen's, landlords' 's and other similar statutory or common law liens incurred in the ordinary course of business for obligations not yet delinquent or the validity of which is being contested in good faith by appropriate proceedings and in respect of which PharMerica Capstone or its appropriate Subsidiary has set aside on its books adequate reserves in accordance with generally accepted accounting principles; (iii) in the case of real property, easements, rights of way, restrictions, minor defects or irregularities in title that do not individually or in the aggregate have a material adverse effect on the value or use of the real property encumbered thereby as currently used in the operation of the business of PharMerica Capstone or its Subsidiaries; or (iv) those which would not materially interfere with the conduct of the business of PharMerica Capstone and its Subsidiaries (or impair Capstone's ability to perform its obligations under this Agreement and to consummate the encumbrances described in clauses (i) through (iv) of this sentence, collectively, the "PharMerica Permitted Encumbrances"); (v) those securing liabilities reflected in the PharMerica Balance Sheet; or (vi) those described in Section 3.18 of the PharMerica Disclosure Statement.transactions contemplated

Title to and Condition of Properties. PharMerica NeoStem and its Subsidiaries have good title to all of the real property and personal property reflected on PharMericaNeoStem's September June 30, 1998 2008 unaudited consolidated balance sheet contained in PharMericaNeoStem's Quarterly Report on Form 10-Q for the quarter ended September June 30, 1998 2008 filed with the SEC (the "PharMerica NeoStem Balance Sheet"), except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for defects of title which are not material to PharMerica NeoStem and its Subsidiaries taken as a whole. Neither PharMerica NeoStem nor any of its Subsidiaries owns any material real property. No Except as set forth in Section 4.23 of the NeoStem Disclosure Statement, no real or personal property owned or leased by PharMerica NeoStem or any of its Subsidiaries is subject to claims, liens or other encumbrances of any kind or character, including, without limitation, mortgages, pledges, liens, conditional sale agreements, charges, security interests, easements, restrictive covenants, rights of way or options, except for (i) liens for taxes not yet delinquent or which are being contested in good faith by appropriate proceedings and in respect of which PharMerica NeoStem or its appropriate Subsidiary has set aside on its books adequate reserves in accordance with generally accepted accounting principles; (ii) mechanics', carriers', workers', repairers', materialmen's, landlords' and other similar statutory or common law liens incurred in the ordinary course of business for obligations not yet delinquent or the validity of which is being contested in good faith by appropriate proceedings and in respect of which PharMerica NeoStem or its appropriate Subsidiary has set aside on its books adequate reserves in accordance with generally accepted accounting principles; (iii) in the case of real property, easements, rights of way, restrictions, minor defects or irregularities in title that do not individually or in the aggregate have a material adverse effect on the value or use of the real property encumbered thereby as currently used in the operation of the business of PharMerica NeoStem or its Subsidiaries; (iv) those which would not materially interfere with the conduct of the business of PharMerica NeoStem and its Subsidiaries (the encumbrances described in clauses (i) through (iv) of this sentence, collectively, the "PharMerica NeoStem Permitted Encumbrances"); (v) those securing liabilities reflected in the PharMerica NeoStem Balance Sheet; or (vi) those described in Section 3.18 4.23 of the PharMerica NeoStem Disclosure Statement.