Common use of Title to Properties; Encumbrances Clause in Contracts

Title to Properties; Encumbrances. Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Company acquired all real property, leaseholds, or other interests owned by it, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Company and relating to such property or interests. The Company own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the facilities owned or operated by the Company or reflected as owned in the books and records of the Company, including all of the properties and assets reflected in the Latest Balance Sheet (except for personal property sold since the date of the Latest Balance Sheet, as the case may be, in the Ordinary Course of Business), and all of the properties and assets purchased or otherwise acquired by the Company since the date of the Latest Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice). All material properties and assets reflected in the Latest Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Latest Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Latest Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Company, and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Company lie wholly within the boundaries of the real property owned by the Company and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person.

Title to Properties; Encumbrances. Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Company acquired all real property, leaseholds, or other interests owned by it, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Company and relating to such property or interests. The Company own Xxxxx owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the facilities owned or operated by the Company or reflected as owned in the books and records of the Companyown, including all of the properties and assets reflected in the Latest Xxxxx Balance Sheet and the Xxxxx Interim Balance Sheet (except for assets held under capitalized leases disclosed and personal property sold since the date of the Latest Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and all of the properties and assets purchased or otherwise acquired by the Company Xxxxx since the date of the Latest Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice). All material properties and assets reflected in the Latest Xxxxx Balance Sheet and the Xxxxx Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Latest Xxxxx Balance Sheet or the Xxxxx Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Latest Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the CompanyXxxxx or any of its Subsidiaries, and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Company Xxxxx and its Subsidiaries lie wholly within the boundaries of the real property owned by the Company Xxxxx and its Subsidiaries and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person.

Title to Properties; Encumbrances. Sellers have Schedule 3.6 of the Disclosure Schedule contains a complete and accurate list of all personal property, real property, leaseholds, or other real property interests therein owned by the Company. The Company has delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Company acquired all such real property, leaseholds, or other interests owned by itproperty and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers Seller or the Company and relating to such property or interests. The Company own owns, leases or has the right to use (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all of the properties and assets (whether reallisted on Schedule 3.6, personal, or mixed and whether tangible or intangible) that they purport to own located in the facilities Facilities owned or operated by the Company or reflected as owned in the books and records of the Company, including all of the properties and assets reflected in the Latest Balance Sheet and the Interim Balance Sheet (except for personal property sold since the date of the Latest Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and all the personal assets of the properties employees and vendor-owned assets purchased used to provide services to or otherwise acquired by the Company since the date of the Latest Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practiceBusiness). All material subsequently purchased or acquired properties and assets reflected were acquired in the Latest Balance Sheet Ordinary Course of Business. All such personal properties and assets of the Company are free and clear of all Encumbrances and are notexcept for (a) assets held under capital leases disclosed, or not required to be disclosed, in Schedule 3.6 of the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assetsDisclosure Schedule, (ab) mortgages or security interests shown disclosed on the Latest Balance Sheet Schedule 3.6 as securing specified liabilities or obligations, with respect to which no material default (or event that, with notice or lapse of time or both, would constitute a material default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Latest Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, . All real properties reflected in the Balance Sheet and (d) with respect to real property, the Interim Balance Sheet are free and clear of all Encumbrances except for (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Company, and (ii) zoning laws and other land use restrictions that do not materially impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Company lie wholly within the boundaries of the real property owned by the Company and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person. Seller has no actual or beneficial ownership interest in any of the foregoing real property.

Title to Properties; Encumbrances. Sellers have delivered or made available to Buyer copies (a) Part 3.6 of the deeds Disclosure Letter contains a complete and other instruments (as recorded) by which the Company acquired accurate list of all real property, leaseholds, property leaseholds of DigiCourse or other interests owned by it, Limited. DigiCourse and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Company and relating to such property or interests. The Company Limited own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the facilities owned or operated by the Company or reflected as owned in the books and records of the Company, including all of the properties and assets reflected in the Latest Interim Balance Sheet Sheets (except for assets held under capitalized leases disclosed, or not required to be disclosed, in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Latest Interim Balance SheetSheets, as the case may be, in the Ordinary Course of Business), and all of the properties and assets purchased or otherwise acquired by the Company DigiCourse or Limited since the date of the Latest Interim Balance Sheet Sheets (except for personal property acquired and sold since the date of the Interim Balance Sheet Sheets in the Ordinary Course of Business and consistent with past practiceBusiness). All (b) Except as disclosed on Part 3.6 of the Disclosure Letter, all material properties and assets reflected in the Latest Interim Balance Sheet Sheets are free and clear of all Encumbrances and are not, in the case of real property, not subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature (collectively, "Limitations") except, with respect to all such properties and assets, (ai) mortgages or security interests shown on the Latest Interim Balance Sheet as securing specified liabilities or obligations, Sheets with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (bii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Latest Interim Balance Sheet Sheets (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ciii) liens for current taxes Taxes not yet due, or Encumbrances that are not material to DigiCourse or Limited and (div) with respect to Encumbrances and Limitations on real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Company, and (ii) zoning laws and other land use restrictions that do not impair the present materially interfere with DigiCourse's or anticipated Limited's use of the property subject theretosuch real property. All buildings, plants, and structures owned by the Company lie wholly within the boundaries of the real property owned by the Company and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person.3.7

Title to Properties; Encumbrances. Sellers have delivered or made available to Buyer copies Schedule 5.6 contains a list of the deeds and other instruments (as recorded) by which the Company acquired all real propertyReal Property, leaseholdsLeased Real Property, or other interests in Real Property owned by itCompany. Except as set forth in Schedule 5.6, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Company and relating to such property or interests. The Company own owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport it purports to own located in the facilities owned or operated by the Company or reflected as owned in the books and records of the Company, including all of the properties and assets reflected in the Latest Balance Sheet and the Balance Sheet (except for assets held under capitalized leases disclosed in Schedule 5.6 and personal property sold since the date of the Latest Balance Sheet and the Balance Sheet, as the case may be, in the Ordinary Course of Business), and all of the properties and assets purchased or otherwise acquired by the Company since the date of the Latest Balance Sheet (except for personal property acquired property, inventory and sold other assets acquired, sold, consumed or disposed of since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice). All material properties and assets reflected in the Latest Balance Sheet and the Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Latest Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Latest Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes Taxes not yet duedue or which are contested in good faith by appropriate proceedings, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or materially impairs the use of the property subject thereto, or materially impairs the operations of the Company, and (ii) zoning laws and other land use restrictions that do not materially impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Company lie wholly within the boundaries of the real property owned by the Company and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person.

Title to Properties; Encumbrances. Sellers have delivered or made available to Buyer copies Part 3.6 of the deeds Disclosure Letter contains a complete and other instruments (as recorded) by which the Company acquired accurate list of all real property, leaseholds, or other real property interests owned by it, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Company and relating to such property or interestsCompany. The Company own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) owns all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own own, located in the facilities Facilities owned or operated by the Company or reflected as owned in the books and records of the Company, including all of the properties and assets reflected in the Latest Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Latest Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and all of the properties and assets purchased or otherwise acquired by the Company since the date of the Latest Interim Balance Sheet (except for personal property acquired and sold since the date of the Interim Balance Sheet in the Ordinary Course of Business Business), which subsequently purchased or acquired properties and consistent with past practice)assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter. All Except as set forth in Part 3.6 of the Disclosure Letter, all material properties and assets reflected in the Latest Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Latest Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Latest Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, and (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Company, and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Company lie wholly within the boundaries of the real property owned by the Company and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person.

Title to Properties; Encumbrances. Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Company acquired all real propertyBorrower has good, leaseholds, or other interests owned by it, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Company and relating to such property or interests. The Company own (with good valid and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets which it purports to own (whether real, personalpersonal and mixed, or mixed tangible and whether tangible or intangible) that they purport to own located in the facilities owned or operated by the Company or reflected as owned in the books and records of the Company), including including, without limitation, all of the properties and assets reflected in the Latest Balance Sheet (except for personal property sold Financial Statement and all the properties and assets purchased by Borrower since the date of the Latest Balance Sheet, Financial Statement. Except as the case may be, set forth in the Ordinary Course of Business)Financial Statement or reflected therein as a capital lease, and all of the such properties and assets purchased or otherwise acquired by the Company since the date of the Latest Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice). All material properties and assets reflected in the Latest Balance Sheet are free and clear of all Encumbrances title defects or objections, liens, claims, charges, security interests or other encumbrances of any nature whatsoever, including, without limitation, leases, chattel mortgages, conditional sales contracts, collateral security arrangements and other title or interest retention arrangements, and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, reservations or limitations of any nature whatsoever except, with respect to all such properties and assets, (a) mortgages or security interests liens shown on the Latest Balance Sheet Financial Statement as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests obligations and liens incurred in connection with the purchase of property or assets and/or assets, if such purchase was effected after the date of the Latest Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired)Financial Statement, with respect to which no default exists; (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (ib) minor imperfections of title, if any, none of which is substantial in amount, materially detracts detract from the value or impairs impair the use of the property subject thereto, or impairs impair the operations of Borrower and which have arisen only in the Companyordinary course of business and consistent with past practice since the date of the Financial Statement; and (c) liens for current taxes not yet due. With respect to the property and assets it leases, Borrower is in compliance with such leases, and (ii) zoning laws Borrower holds valid leasehold interests in such property and assets free of any liens, encumbrances and security interests of any party other land use restrictions that do not impair than the present or anticipated use lessors of the such property subject thereto. All buildings, plants, and structures owned by the Company lie wholly within the boundaries of the real property owned by the Company and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Personassets.

Title to Properties; Encumbrances. Sellers have (a) Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by the Company. Seller has delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Company acquired all such real property, leaseholds, or other interests owned by itproperty and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers Seller or the Company and relating to such property or interests. The Company own owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport it purports to own located in the facilities owned or operated by the Company or reflected as owned in the books and records of the Companyown, including all of the properties and assets reflected in the Latest Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Latest Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and all of the properties and assets purchased or otherwise acquired by the Company since the date of the Latest Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice). All material properties and assets reflected in the Latest Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Latest Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Latest Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Company, and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Company lie lies wholly within the boundaries of the real property owned by the Company and do does not encroach upon the property of, or otherwise conflict with the property rights of, any other Person.

Title to Properties; Encumbrances. Sellers have delivered or made available to Buyer copies The Acquired Companies own no real property. Part 3.6 of the deeds Disclosure Letter contains a complete and other instruments (as recorded) by which the Company acquired accurate list of all real property, leaseholds, leaseholds or other interests in real property owned by it, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Company and relating to such property or interestsany Acquired Company. The Company Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the facilities owned or operated by the Company Facilities or reflected as owned in the books and records of the CompanyAcquired Companies, including all of the properties and assets reflected in the Latest Balance Sheet and the Interim Balance Sheet (except for assets not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Latest Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and all of the properties and assets purchased or otherwise acquired by the Company Acquired Companies since the date of the Latest Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice). All material properties and assets reflected in the Latest Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Latest Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Latest Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, and (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Company, and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Company lie wholly within the boundaries of the real property owned by the Company and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person.

Title to Properties; Encumbrances. Sellers have Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests in real property owned or held by the Company. Seller has delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Company acquired all such real property, leaseholds, or other interests owned by itproperty and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers Seller or the Company and relating to such property or interests. The Company own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) owns all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the facilities owned or operated by the Company or reflected as owned in the books and records of the Company, including all of the properties and assets reflected in the Latest Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Latest Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and all of the properties and assets purchased or otherwise acquired by the Company since the date of the Latest Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice). All material properties and assets reflected in the Latest Balance Sheet and the Interim Balance Sheet as being owned by the Company are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages mortgages, hypothecs, or security interests shown on the Latest Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages mortgages, hypothecs, or security interests incurred in connection with the purchase of property or assets after the date of the Latest Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens liens, levies and assessments for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which individually or in the aggregate is substantial in amount, or materially detracts from the value or impairs the present use of the property subject thereto, or impairs the operations of by the Company, and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Company lie wholly within the boundaries of the real property owned by the Company and do not encroach upon the property of, or otherwise conflict with (iii) as set forth in the property rights of, any other Personapplicable deed or lease or as excepted in the applicable title insurance policy or letter of counsel to the extent currently in Seller's possession.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all leasehold interests in real property owned by the Company. Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) leases by which the Company acquired all real property, leaseholds, or other interests owned by it, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Company and relating to holds such property or interests. The Company own (with good and marketable title in the case of owns no real property, subject . Subject only to the matters permitted by the following sentence) below in this Section, all the properties leasehold interests in real property and other assets (whether real, personal, or mixed and whether tangible or intangible) that they purport the Company purports to own located in the facilities owned or operated by the Company or are reflected as owned in the books and records of the Company, including all of the properties and assets reflected in the Latest Interim Balance Sheet (except for (i) assets held under capitalized leases disclosed in the Disclosure Letter, (ii) personal property sold since the date of the Latest Interim Balance Sheet, as the case may be, Sheet in the Ordinary Course of Business), and all of the properties and (iii) assets purchased or otherwise acquired by the Company since the date of the Latest Interim Balance Sheet (except for Sheet, excluding personal property acquired and sold since the date of the Interim Balance Sheet in the Ordinary Course of Business and consistent with past practiceBusiness). All material properties and assets reflected in the Latest Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Latest Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which which, no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Latest Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which which, no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use all rights of the property subject thereto, or impairs the operations owners of the Companyfee title thereof; (ii) any encumbrances placed thereon or assumed or taken subject to by the owner thereof; (iii) any covenants, conditions, restrictions, easements, declarations and limitations of record affecting the property; and (iiiv) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildingslaws, plants, rules and structures owned regulations imposed by the Company lie wholly within the boundaries of the real property owned by the Company and do not encroach upon the property of, or otherwise conflict any Governmental Body with the property rights of, any other Personjurisdiction thereover.

Title to Properties; Encumbrances. Sellers have delivered or made available to Buyer copies Paragraph 3.6 of the deeds Disclosure Letter contains a complete and other instruments (as recorded) by which the Company acquired accurate list of all real propertyproperty ever owned by, leaseholdsleaseholds owned by, lease agreements with tenants of buildings owned by, and fixed assets owned or leased by, any Acquired Company. No real property other interests than that set forth in Paragraph 3.6 of the Disclosure Letter has ever been owned by it, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Company and relating to such property or interestsan Acquired Company. The Company Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, personal or mixed and whether tangible or intangible) that they purport to own located in the facilities owned or operated by the Company or reflected as owned in the books and records of the Companyown, including all of the properties and assets reflected in the Latest Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed in Paragraph 3.6 of the Disclosure Letter and personal property acquired or sold since the date of the Latest Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and all of the properties and assets purchased or otherwise acquired by the Company since the date of the Latest Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice). All material properties and assets reflected in the Latest Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Latest Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, exists and (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Latest Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes Taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Company, and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Company lie wholly within the boundaries of the real property owned by the Company and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person.

Title to Properties; Encumbrances. Sellers have delivered or made available to Buyer copies Part 3.6 of the deeds Disclosure Letter contains a complete and other instruments (as recorded) by which the Company acquired accurate list of all real property, leaseholds, or other interests therein owned by it, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Company and relating to such property or interestsCompany. The Company own owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport it purports to own located in the facilities owned or operated by the Company or reflected as owned in the books and records of the Companyown, including all of the properties and assets reflected in the Latest Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.16 of the Disclosure Letter and personal property sold since the date of the Latest Balance Sheet, as the case may be, in the Ordinary Course of Business), and all of the properties and assets purchased or otherwise acquired by the Company since the date of the Latest Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice). All Except as disclosed in Part 3.6 of the Disclosure Letter, all material properties and assets reflected in the Latest Balance Sheet are free and clear of all Encumbrances and are not, in the case of real propertyproperty or the current use thereof, in violation of any Legal Requirement, used in a manner not in conformity with any Legal Requirement, or subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Latest Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Latest Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (dc) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Company, and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Company lie wholly within the boundaries of the real property owned by the Company and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person.

Title to Properties; Encumbrances. Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Company acquired all real property, leaseholds, or other interests owned by it, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Company and relating to such property or interests. The Company Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the facilities owned or operated by the Company Acquired Companies or reflected as owned in the books and records of the CompanyAcquired Companies, including all of the properties and assets reflected in the Latest Balance Sheet (except for personal property sold since the date of the Latest Balance Sheet, as the case may be, in the Ordinary Course of Business), and all of the properties and assets purchased or otherwise acquired by the Company since the date of the Latest Balance Sheet (except for personal property acquired and sold Acquired Companies since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice). All material properties and assets reflected in the Latest Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Latest Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Latest Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the any Acquired Company, and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Company Acquired Companies lie wholly within the boundaries of the real property owned by the Company Acquired Companies and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person.

Title to Properties; Encumbrances. Sellers have delivered Exhibit 5.9 describes all interests in real property owned or made available to Buyer copies of leased by the deeds and other instruments (as recorded) by which the Company acquired all real property, leaseholds, or other interests owned by it, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Company and relating to such property or interestsCompany. The Company own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) owns all the material properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in (real, personal and mixed, tangible and intangible), including, without limitation, all the facilities owned or operated by the Company or reflected as owned in the books and records of the Company, including all of the material properties and assets reflected in the Latest Balance Sheet (except for personal property sold since the date of the Latest Balance Sheet, as the case may be, Sheet in the Ordinary Course ordinary course of Businessbusiness or leased under capitalized leases), and all of the material properties and assets purchased or otherwise acquired by the Company since the date of the Latest Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice)Sheet. All material properties and assets reflected in the Latest Balance Sheet are free and clear of all material Encumbrances and are not, in the case of real property, subject to any material rights of way, building use restrictions, exceptions, variances, reservations, reservations or limitations of any nature whatsoever except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Latest Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event thatwhich, with notice or lapse of time or both, would constitute a default) exists, and all of which are listed in the Exhibit 5.9, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Latest Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event thatwhich, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect as to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Company, Company and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by (d) liens for current taxes not yet due. The properties and assets of the Company lie wholly within include all rights, properties, and other assets necessary to permit the boundaries Seller (and Buyer after the Closing) to conduct the Company's business in all material respects in the same manner as it is conducted on the date of the real property owned by the Company and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Personthis Agreement.

Title to Properties; Encumbrances. Sellers have Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by the Company. The Company has delivered or made available to Buyer Purchaser copies of the deeds and other instruments (as recorded) by which the Company acquired all such real property, leaseholds, or other interests owned by itproperty and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Company and relating to such property or interests. The Company own owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport it purports to own located in the facilities owned or operated by the Company or reflected as owned in the books and records of the Company, including all of the properties and assets reflected in the Latest Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Latest Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and all of the properties and assets purchased or otherwise acquired by the Company since the date of the Latest Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice). All material properties and assets reflected in the Latest Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Latest Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Latest Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Company, and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Company lie wholly within the boundaries of the real property owned by the Company and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person.. 3.7

Title to Properties; Encumbrances. Sellers have delivered Annex 3.8 to this Schedule B contains a complete and accurate list of all real estate property, leaseholds or other similar interests owned by any Cinemex Company. Cinemex has made available to Buyer Investors copies of the deeds and other instruments (as recorded) by which the Company Cinemex Companies acquired all such real property, leaseholds, or estate property and other interests owned by it, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Company and relating to such property or interests. The Company Cinemex Companies own (with good and marketable title in the case of real estate property, subject only to the matters permitted by the following sentence) all the properties and assets (whether realreal estate property, personal, personal property or mixed and whether tangible or intangible) that they purport to own located own. Except as set forth in the facilities owned or operated by the Company or reflected as owned in the books and records of the CompanyAnnex 3.8 to this Schedule B, including all of the properties and assets reflected in the Latest Balance Sheet (except for personal property sold since the date of the Latest Balance Sheet, as the case may be, in the Ordinary Course of Business), and all of the properties and assets purchased or otherwise acquired by the Company since the date of the Latest Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice). All material properties and assets reflected in the Latest Balance Sheet owned by Cinemex are free and clear of all Encumbrances and are not, in the case of real estate property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, reservations or limitations of any nature except, with respect to all such material properties and assets, (a) mortgages mortgages, guaranty trusts or security interests shown on the Latest Balance Sheet as securing specified liabilities or obligationsinterests, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Latest Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) existsliens for current Taxes not yet due, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) Encumbrances or minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or materially impairs the use of the property subject thereto, or materially impairs the operations of the any Cinemex Company, and (iid) with respect to real estate property, zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, plants and structures owned by the Company Cinemex Companies lie wholly within the boundaries of the real estate property owned or leased by the Company Cinemex Companies and do not encroach upon the property of, or, except as set forth on Annex 3.8 to this Schedule B, or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, otherwise conflict with the property rights of, of any other Person.

Title to Properties; Encumbrances. Sellers have delivered or made available to Buyer copies Part 3.6 of the deeds Disclosure Letter contains a complete and other instruments (as recorded) by which the Company acquired accurate list of all real property, leaseholds, or other interests therein owned by itthe Company, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or except leasehold interests for which the Company and relating to such property or interestspays rent less than $12,000 per year, the termination of which would not materially adversely affect the Company. The Company own owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport it purports to own located in the facilities owned or operated by the Company or reflected as owned in the books and records of the Company, including all of the properties and assets reflected in the Latest Balance Sheet (except for assets held under capitalized leases disclosed in Part 3.6 of the Disclosure Letter and personal property used or sold since the date of the Latest Balance Sheet, as the case may be, in the Ordinary Course of Business), and all of the properties and assets purchased or otherwise acquired by the Company since the date of the Latest Balance Sheet (except for personal property acquired and used or sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice). All material properties and assets reflected in the Latest Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests securing liabilities or obligations shown on the Latest Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Latest Balance Sheet Sheet, (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of titleEncumbrances, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Company, and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Company lie wholly within the boundaries of the real property owned by the Company and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person.

Title to Properties; Encumbrances. Sellers have delivered Annex 5.8 to this Schedule B contains a complete and accurate list of all real estate property, leaseholds or other similar interests owned by any Cinemex Company. Cinemex has made available to Buyer Buyers copies of the deeds and other instruments (as recorded) by which the Company Cinemex Companies acquired all such real property, leaseholds, or estate property and other interests owned by it, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Company and relating to such property or interests. The Company Cinemex Companies own (with good and marketable title in the case of real estate property, subject only to the matters permitted by the following sentence) all the properties and assets (whether realreal estate property, personal, personal property or mixed and whether tangible or intangible) that they purport to own located own. Except as set forth in the facilities owned or operated by the Company or reflected as owned in the books and records of the CompanyAnnex 5.8 to this Schedule B, including all of the properties and assets reflected in the Latest Balance Sheet (except for personal property sold since the date of the Latest Balance Sheet, as the case may be, in the Ordinary Course of Business), and all of the properties and assets purchased or otherwise acquired by the Company since the date of the Latest Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice). All material properties and assets reflected in the Latest Balance Sheet owned by Cinemex are free and clear of all Encumbrances and are not, in the case of real estate property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, reservations or limitations of any nature except, with respect to all such material properties and assets, (a) mortgages mortgages, guaranty trusts or security interests shown on the Latest Balance Sheet as securing specified liabilities or obligationsinterests, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Latest Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) existsliens for current Taxes not yet due, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) Encumbrances or minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or materially impairs the use of the property subject thereto, or materially impairs the operations of the any Cinemex Company, and (iid) with respect to real estate property, zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, plants and structures owned by the Company Cinemex Companies lie wholly within the boundaries of the real estate property owned or leased by the Company Cinemex Companies and do not encroach upon the property of, or, except as set forth on Annex 5.8 to this Schedule B, or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, otherwise conflict with the property rights of, of any other Person.

Title to Properties; Encumbrances. Sellers have delivered or made available to Buyer copies Part 3.6 of the deeds Disclosure --------------------------------- Letter contains a complete and other instruments (as recorded) by which the Company acquired accurate list of all real property, leaseholds, or other real property interests owned by it, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Company and relating to such property or interestsCompany. The Company own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) owns all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own own, located in the facilities Facilities owned or operated by the Company or reflected as owned in the books and records of the Company, including all of the properties and assets reflected in the Latest Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Latest Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and all of the properties and assets purchased or otherwise acquired by the Company since the date of the Latest Interim Balance Sheet (except for personal property acquired and sold since the date of the Interim Balance Sheet in the Ordinary Course of Business Business), which subsequently purchased or acquired properties and consistent with past practice)assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter. All Except as set forth in Part 3.6 of the Disclosure Letter, all material properties and assets reflected in the Latest Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Latest Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Latest Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real propertymechanic's, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Companymaterialmen's and similar liens, and (iie) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Company lie wholly within the boundaries of the real property owned by the Company and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Personpurchase money liens.

Title to Properties; Encumbrances. Sellers have The Seller has delivered or made available to the Buyer copies of the deeds and other instruments (as recorded) by which the Company acquired all real property, leaseholds, or other interests owned by it, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers the Seller or the Company and relating to such property or interests. The Company own owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the facilities owned or operated by the Company or reflected as owned in the books and records of the Company, including all of the properties and assets reflected in the Latest Balance Sheet (except for personal property sold since the date of the Latest Balance Sheet, as the case may be, in the Ordinary Course of Business), and all of the properties and assets purchased or otherwise acquired by the Company since the date of the Latest Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice). All material properties and assets reflected in the Latest Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Latest Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Latest Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Company, and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Company lie wholly within the boundaries of the real property owned by the Company and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person.

Title to Properties; Encumbrances. Sellers have delivered or made available to Buyer copies Part 3.6 of the deeds Disclosure Letter contains a complete and other instruments (as recorded) by which the Company acquired accurate list of all real property, leaseholds, or other interests therein owned by it, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Company and relating to such property or interestsCompany. The Company own owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the facilities owned or operated by the Company or reflected as owned in the books and records of the Companyown, including all of the properties and assets reflected in the Latest Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Latest Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and all of the properties and assets purchased or otherwise acquired by the Company since the date of the Latest Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice). All material properties and assets reflected in the Latest Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Latest Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Latest Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Company, and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned or leased by the Company in Broussard, Louisiana lie wholly within the boundaries of the real property owned leased by the Company in Broussard, Louisiana and do not encroach upon the real property of, or otherwise conflict with the real property rights of, any other Person.

Title to Properties; Encumbrances. Sellers have Seller has delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Company acquired all real property, leaseholds, or other interests owned by it, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers Seller or the Company and relating to such property or interests. The Company own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the facilities owned or operated by the Company or reflected as owned in the books and records of the Company, including all of the properties and assets reflected in the Latest Balance Sheet (except for personal property sold since the date of the Latest Balance Sheet, as the case may be, in the Ordinary Course of Business), and all of the properties and assets purchased or otherwise acquired by the Company since the date of the Latest Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice). All material properties and assets reflected in the Latest Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Latest Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Latest Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Company, and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Company lie wholly within the boundaries of the real property owned by the Company and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person.

Title to Properties; Encumbrances. Sellers have delivered The Company does not own any real property. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all leasehold or other interests of the Company in real property. Seller has made available to Buyer copies of the deeds and other instruments (as whether or not recorded) by which the Company acquired all real property, leaseholds, or other interests owned by itsuch interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers Seller or the Company and relating to such property interests, except for the lease dated February of 1989 between Txxxxx Xxxxxxx Xxxxxxx, father of Seller, and the Company which is to be terminated immediately prior to the Closing, without liability or interestsobligation of the Company. The Company own (with owns good and marketable title in the case to all of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, personal or mixed and whether tangible or intangible) that they purport it purports to own located in the facilities owned or operated by the Company or reflected as owned in the books and records of the Companyown, including all of the properties and assets reflected in the Latest Balance Sheet and the Interim Balance Sheet (except for personal property sold since the date of the Latest Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and all of the properties and assets purchased or otherwise acquired by the Company since the date of the Latest Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice). All material properties and assets reflected in the Latest Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, except for (a) mortgages or security interests shown on the Latest Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Latest Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to interests in real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Company, and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, thereto and structures owned (e) liens securing certain leased equipment used by the Company lie wholly within the boundaries of the real property owned by the Company and do not encroach upon the property of, or otherwise conflict with the property rights of, any other PersonCompany.

Title to Properties; Encumbrances. Sellers have ANCHA does not own any fee interest in any real property. Part 3.7 of the Disclosure Schedule contains a complete and accurate list of all real property, including leaseholds or other interests therein, held by or utilized by ANCHA. Seller has delivered or made available to Buyer PRG copies of the deeds leases and other instruments (as whether or not recorded) by which the Company ANCHA acquired all real property, leaseholds, or other interests owned by it, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Company and relating to such property or interests. The Company own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) ANCHA owns all the properties and assets (whether real, personal, personal or mixed and whether tangible or intangible) that they purport it purports to own located in the facilities owned or operated by the Company it or reflected as owned in the books and records of the CompanyANCHA, including all of the properties and assets reflected in the Latest 1998 Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.7 of the Disclosure Schedule and personal property sold since the date of the Latest 1998 Balance Sheet, as the case may be, in the Ordinary Course ordinary course of Businessbusiness), and all of the properties and assets purchased or otherwise acquired by the Company ANCHA since the date of the Latest 1998 Balance Sheet (except for personal property acquired and sold since the date of the 1998 Balance Sheet in the Ordinary Course ordinary course of Business business and consistent with past practice). All material properties ) and assets reflected in the Latest Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Latest 1998 Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Latest 1998 Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time time, or both, would constitute a default) exists, and (c) liens for current taxes not yet due. To Seller's Knowledge, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Company, and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All all buildings, plants, plants and structures owned utilized by the Company ANCHA lie wholly within the boundaries of the real property owned utilized by the Company ANCHA and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person.

Title to Properties; Encumbrances. Sellers have delivered or made available to Buyer copies of the deeds Schedule 3.6 contains a complete and other instruments (as recorded) by which the Company acquired all real property, leaseholds, or other interests owned by it, and copies accurate list of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Company and relating to such property or interestsFacilities. The Company own Each Group Member owns (with good good, marketable and marketable insurable title in fee simple in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the facilities owned or operated by the Company or Facilities (except as set forth in Schedule 3.6) and reflected as owned in the books and records of the CompanyGroup Members, including all of the properties and assets reflected in the Latest Interim Balance Sheet, except for properties and assets (i) purchased or otherwise acquired by the Group Members since the date of the Interim Balance Sheet and (except for personal property ii) sold since the date of the Latest Balance Sheet, as the case may be, in the Ordinary Course of Business), and all of the properties and assets purchased or otherwise acquired by the Company since the date of the Latest Balance Sheet (except for personal property acquired and sold since the date of the Interim Balance Sheet in the Ordinary Course of Business and consistent with past practice). All material properties and assets reflected in the Latest Interim Balance Sheet are will be free and clear of all Encumbrances as of the Closing and are not, in the case of real propertythe Facilities, subject to any rights of way, building use restrictions, exceptions, easements, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, except (a) mortgages or security interests shown on the Latest Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) , exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Latest Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) , exists, (c) liens for current taxes not yet due, and (d) with respect to real propertythe Facilities, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject theretoFacilities, or impairs the operations of the CompanyGroup Members, and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants(e) as set forth in the existing title insurance policies as updated by Abstractor's Certificates or Continuations of Title (as applicable) or commitments and ALTA or boundary surveys, in each case delivered by Sellers to Buyer immediately prior to the Closing, and structures owned (f) as set forth in the existing title insurance policies as updated by Abstractor's Certificates or Continuations of Title (as applicable) or commitments and ALTA or boundary surveys, in each case delivered by Sellers to Buyer after the Company lie wholly within Closing, unless any document so delivered discloses an Encumbrance that would have a Material Adverse Change. To Sellers’ Knowledge, there have been no violations of any restrictive covenants filed of record with respect to the boundaries Group’s Wyoming Facility, except any such violations that would not have a Material Adverse Change. Neither the whole nor any portion of any of the real property owned by the Company and do not encroach upon the property ofFacilities has been condemned, requisitioned or otherwise conflict taken by any public authority since January 1, 2006, and no notice of any such condemnation, requisition or taking has been received by any Group Member. To Sellers’ Knowledge, the current use and operation of the Facilities is in compliance in all material requests with all applicable laws (other than Environmental Laws which are separately addressed in Section 3.17), including without limitation laws relating to parking, zoning and land use, and public and private covenants and restrictions. The Group Members have not received written notice of non-compliance with any applicable laws that has not been cured, except to the property rights of, extent any other Personsuch non-compliance would not have an Material Adverse Change.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all leaseholds or other interests therein owned by the Company. Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Company acquired all such real property, leaseholds, or other interests owned by itproperty and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Company and relating to such property or interests. The Company own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) owns all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the facilities owned or operated by the Company or reflected as owned in the books and records of the Company, including all of the properties and assets reflected in the Latest Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Latest Interim Balance Sheet, as the case may be, Sheet in the Ordinary Course of Business), and all of the properties and assets purchased or otherwise acquired by the Company since the date of the Latest Interim Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice). All material properties and assets reflected in the Latest Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, except (a) mortgages or security interests shown on the Latest Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Latest Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, and (c) liens for current taxes not yet due. The Company does not currently own, and (d) with respect to has never owned, any real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Company, and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Company lie wholly within the boundaries of the real property owned by the Company and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person.

Title to Properties; Encumbrances. Sellers have delivered or made available to Buyer copies Section 3.11 of the deeds CBT Disclosure Schedule contains a complete and other instruments (as recorded) by which the Company acquired accurate list of all real property, leaseholds, or other interests therein owned by it, the Purchaser and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Company and relating to such property or interestsSubsidiaries. The Company Purchaser and the Subsidiaries own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the facilities owned or operated by the Company or reflected as owned in the books and records of the Companyown, including all of the properties and assets reflected in the Latest Interim Balance Sheet (except for assets held under capitalized leases disclosed to the Seller and personal property sold since the date of the Latest Interim Balance Sheet, as the case may be, in the Ordinary Course ordinary course of Businessbusiness), and all of the properties and assets purchased or otherwise acquired by the Company Purchaser and the Subsidiaries since the date of the Latest Interim Balance Sheet (except for personal property acquired and sold since the date of the Interim Balance Sheet in the Ordinary Course ordinary course of Business business and consistent with past practice). All material properties and assets reflected in the Latest Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Latest Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Latest Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the CompanyPurchaser or the Subsidiaries, and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Company lie wholly within the boundaries of the real property owned by the Company and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person.

Title to Properties; Encumbrances. Sellers have delivered or made available to Buyer copies InnoRx owns no real property. Section 3.6 of the deeds InnoRx Disclosure Schedule sets forth a complete and accurate list of all machinery, equipment, tools, dies, furniture, fixtures, spare parts, vehicles, computers, product prototypes, devices, inventory, drug samples, supplies and other instruments (as recorded) similar personal property owned or leased by which InnoRx and indicates the Company acquired all real propertylocation of each item so listed. Section 3.6 of the InnoRx Disclosure Schedule also indicates which, leaseholdsif any, or other interests owned property is leased by it, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Company and relating to such property or interestsInnoRx. The Company own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) InnoRx owns all the properties and assets (whether real, personal, personal or mixed with real property and whether tangible or intangible) that they purport to own located in the facilities owned or operated by the Company or reflected as owned in the books and records of the CompanyInnoRx, including all of the properties and assets reflected in Section 3.6 of the Latest InnoRx Disclosure Schedule or in the Balance Sheet (except for but excluding assets held under capitalized leases and personal property sold since the date of the Latest Balance Sheet, as the case may be, in the Ordinary Course of Business), and all of the properties and assets purchased or otherwise acquired by the Company since the date of the Latest Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice(as defined below). All material properties and assets reflected in the Latest books and records of InnoRx, Section 3.6 of the InnoRx Disclosure Schedule and the Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Latest Balance Sheet as securing specified liabilities or obligationsobligations shown on the Balance Sheet or the Balance Sheet, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Latest Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) immaterial or technical Encumbrances that would not, either individually or in the aggregate, have an InnoRx Material Adverse Effect. As used herein, an action taken by a Person will be deemed to have been taken in the “Ordinary Course of Business” only if (a) such action is consistent with respect to real property, (i) minor imperfections the past practices of title, if any, none of which such Person and is substantial taken in amount, materially detracts from the value or impairs the use ordinary course of the property subject thereto, or impairs the normal day-to-day operations of the Company, such Person; and (iib) zoning laws and other land use restrictions that do such action is not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned required to be specifically authorized by the Company lie wholly within the boundaries board of the real property owned directors of such Person (or by the Company and do not encroach upon the property of, any Person or otherwise conflict with the property rights of, any other Persongroup of Persons exercising similar authority).

Title to Properties; Encumbrances. Sellers have delivered A complete and accurate list of all real property, leaseholds, or other interests therein other than as a mortgagee or secured party owned by Bancshares and Citizens has been made available to Buyer Century. Bancshares and Citizens have made available to Century copies of the deeds and other instruments (as recorded) by which the Company Bancshares and Citizens acquired all such real property, leaseholds, or other interests owned by itproperty and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Company Bancshares and Citizens and relating to such property or interests. The Company Bancshares and Citizens, respectively, own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the facilities owned or operated by the Company Bancshares or Citizens or reflected as owned in the books and records of the CompanyBancshares, including all of the properties and assets reflected in the Latest Bancshares Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed and personal property sold since the date of the Latest Bancshares Balance Sheet, as the case may be, in the Ordinary Course ordinary course of Businessbusiness), and all of the properties and assets purchased or otherwise acquired by the Company Bancshares and Citizens since the date of Bancshares Balance Sheet. Each property and asset reflected on the Latest Bancshares Balance Sheet (except for personal property acquired and sold since the date having a fair market value of the Balance Sheet in the Ordinary Course of Business and consistent with past practice). All material properties and assets reflected in the Latest Balance Sheet are at least $100,000 is free and clear of all Encumbrances encumbrances and are is not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Latest Bancshares Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Latest Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the CompanyBancshares or Citizens, (ii) rights of way, easements, building use restrictions, exceptions, variances, reservations and limitations that are a matter of public record; and (iiiii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures buildings owned by the Company Bancshares and Citizens lie wholly within the boundaries of the real property owned by the Company Bancshares and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Personthird party.

Title to Properties; Encumbrances. Sellers have Seller has delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Company acquired all real property, leaseholds, or other interests owned by it, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers Seller or the Company and relating to such property or interests. The Company own owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the facilities owned or operated by the Company or reflected as owned in the books and records of the Company, including all of the properties and assets reflected in the Latest Balance Sheet (except for personal property sold since the date of the Latest Balance Sheet, as the case may be, in the Ordinary Course of Business), and all of the properties and assets purchased or otherwise acquired by the Company since the date of the Latest Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice). All material properties and assets reflected in the Latest Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Latest Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Latest Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Company, and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Company lie wholly within the boundaries of the real property owned by the Company and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person.

Title to Properties; Encumbrances. Sellers have delivered or made available to Buyer copies SCHEDULE 2.1(y) contains a complete and accurate list of the deeds and other instruments (as recorded) by which the Company acquired all material real property, leaseholds, or other interests in real property owned by it, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Company and relating to such property or interestsCompany. The Company own owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport it purports to own located in the facilities owned or operated by the Company or reflected as owned in the books and records of the Company, including all of the properties and assets reflected in the Latest Balance Sheet (except for personal property sold since the date of the Latest Balance Sheet, as the case may be, in the Ordinary Course of Business), and all of the properties and assets purchased or otherwise acquired by the Company since the date of the Latest Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice)own. All material properties and assets reflected in the Latest Balance Sheet listed on SCHEDULE 2.1(y) are free and clear of all Encumbrances encumbrances (other than as set forth on SCHEDULE 2.1(y) and except any encumbrances that would not reasonably be expected to have a Material Adverse Effect on the Company) and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, reservations or limitations of any nature exceptnature, except with respect to all such properties and assets, (a) mortgages or security interests shown on the Latest Balance Sheet SCHEDULE 2.1(y) as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Latest Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (dc) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value value, or impairs the use use, of the property subject thereto, or impairs the operations of the Company, and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plantsplans, and structures owned by the Company lie wholly within the boundaries of the real property owned by the Company Company, and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Personperson.