Common use of Assets Clause in Contracts

Assets. (a) Except as set forth on Section 4.13 of Malvern’s Disclosure Memorandum, each Malvern Entity has good and marketable title to those Assets reflected in the most recent Malvern Financial Statements as being owned by the Malvern Entities or acquired after the date thereof (except for immaterial Assets or Assets sold or otherwise disposed of since the date thereof in the Ordinary Course), free and clear of all Liens, except (a) statutory Liens securing payments not yet due or any discount with, borrowing from or other obligations to inter-bank credit facilities, or any transaction by a Malvern Entity acting in a fiduciary capacity, (b) Liens for Taxes not yet due and payable or which is being contested in appropriate proceedings, (c) easements, rights of way, and other similar encumbrances that do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (e) Liens described and reflected in the Malvern Financial Statements (collectively, “Permitted Liens”). Malvern is the fee simple owner of all owned real property or has a valid leasehold interest of all leasehold estates reflected in the most recent Malvern Financial Statements, free and clear of all Liens of any nature whatsoever, except for Permitted Liens, and is in possession of or has the right under valid and existing leases to use the properties purported to be owned or leased thereunder, as applicable. There are no pending or, to the Knowledge of Malvern, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by Xxxxxxx. Malvern and its Subsidiaries own or lease all properties as are necessary to their operations as now conducted. No person has any option or right to acquire or purchase any ownership interest in the owned real property of Malvern or any of its Subsidiaries or any portion thereof.

Assets. (a) Except as set forth on Section 4.13 of Malvern’s Disclosure Memorandum, each Malvern Entity Seller has good and marketable title to those Assets reflected (or, in the most recent Malvern Financial Statements case of Assets that are leased, valid leasehold interests in) the Assets (other than Real Property, as being owned by to which the Malvern Entities or acquired after representations and warranties in SECTION 5.7 and the date thereof Deeds apply) and, at Closing, (except for immaterial Assets or Assets sold or otherwise disposed of since i) the date thereof LLC will have good and marketable title to (or, in the Ordinary Course)case of Assets that are leased, valid leasehold interests in) the Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and the Deeds apply) and (ii) Seller will have good and marketable title to the LLC Interest. The Assets (other than Real Property, as to which the representations and warranties in SECTION 5.7 and Deeds apply) are, and at Closing will be, free and clear of all LiensEncumbrances of any kind or nature, except (a) statutory Liens securing payments not yet due Encumbrances disclosed on SCHEDULE 7, all of which will be removed and released at or any discount with, borrowing from or other obligations prior to inter-bank credit facilities, or any transaction by a Malvern Entity acting in a fiduciary capacitythe Closing, (b) Liens for Taxes not yet due Permitted Encumbrances, and payable or which is being contested in appropriate proceedings, (c) easementsrestrictions stated in the Governmental Permits. None of the Encumbrances disclosed on SCHEDULE 7 include loans, credit arrangements, borrowings or other obligations that are cross-collateralized with the assets of any other Affiliate of Seller. Except as set forth on SCHEDULE 2 OR 3, none of the Equipment is leased from any other Person. The Assets, together with the Excluded Assets, are all the assets, rights of wayand interests necessary to permit the LLC to conduct the Business and to operate the System substantially as it is currently being conducted and operated and in material compliance with all applicable Legal Requirements, Seller Contracts and other similar encumbrances that do not materially affect the use Governmental Permits as of the properties Closing. All the Equipment listed in SCHEDULE 5 is in good operating condition and repair, ordinary wear and tear excepted and is suitable and adequate for continued use in the manner in which it is presently used. To Seller's knowledge, no Person (other than Seller with respect to the Business) has been granted or Assets subject thereto has applied for a cable television franchise in any Service Area or affected thereby is operating a cable television system or otherwise materially impair business operations at such propertiesother non-satellite multichannel video programming distribution system in any Service Area. To Seller's knowledge, (d) such imperfections no restoration, repaving, repair or irregularities other work is required to be made by Seller to any street, sidewalk or abutting or adjacent area pursuant to the requirement of title any ordinance, code, permit, easement or Liens as do not materially affect contract relating to the use installation, construction or operation of any of the properties System. No property of any Person has been damaged, destroyed, disturbed or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (e) Liens described and reflected removed in the Malvern Financial Statements (collectivelyprocess of construction or maintenance of the System which has not been, “Permitted Liens”)or will not be prior to Closing, repaired, restored or replaced and which damage, loss or disruption is material or material to the operation of the System. Malvern is the fee simple owner of all owned real property or has a valid leasehold interest of all leasehold estates reflected No Person, other than Seller, owns any assets that are used in the most recent Malvern Financial Statementsoperation of the System, free other than as set forth in SCHEDULE 4.3 and clear of all Liens of any nature whatsoever, except for Permitted Liens, and is in possession of or has the right under valid and existing leases to use the properties purported to be owned or leased thereunder, as applicable. There are no pending or, to the Knowledge of Malvern, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by Xxxxxxx. Malvern and its Subsidiaries own or lease all properties as are necessary to their operations as now conductedSCHEDULE 5.4. No person has any option or right to acquire or purchase any ownership interest in Assets have been owned by Seller but located outside the owned real property State of Malvern or any of its Subsidiaries or any portion thereofWashington within the previous five (5) years.

Assets. (a) Except as set forth on disclosed in Section 4.13 6.9 of Malvern’s the Holopak Disclosure MemorandumMemorandum or as disclosed or reserved against in the Holopak Financial Statements delivered prior to the date of this Agreement, each Malvern Entity has the Holopak Companies have good and marketable title to those Assets reflected in the most recent Malvern Financial Statements as being owned by the Malvern Entities or acquired after the date thereof (except for immaterial Assets or Assets sold or otherwise disposed of since the date thereof in the Ordinary Course)title, free and clear of all Liens, except to all of their respective Assets. All tangible properties used in the businesses of the Holopak Companies are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with Holopak's past practices. Section 6.9 of the Holopak Disclosure Memorandum sets forth, as of the date of this Agreement (ax) statutory Liens securing payments not yet due all real property owned by Holopak and its Subsidiaries, singly or any discount with, borrowing from in common or joint venture with each other or other obligations to inter-bank credit facilities, entities or any transaction by a Malvern Entity acting in a fiduciary capacity, (b) Liens for Taxes not yet due and payable or which is being contested in appropriate proceedings, (c) easements, rights of wayindividuals, and (y) all real property that Holopak and its Subsidiaries has leased or subleased among themselves or from a third party, singly or in common or joint venture with each other similar encumbrances that do not materially affect the use or with other entities or individuals. All items of inventory of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (e) Liens described and Holopak Companies reflected in the Malvern Financial Statements (collectively, “Permitted Liens”). Malvern is the fee simple owner of all owned real property or has a valid leasehold interest of all leasehold estates reflected in on the most recent Malvern balance sheet included in the Holopak Financial Statements, free Statements delivered prior to the date of this Agreement and clear of all Liens of any nature whatsoever, except for Permitted Liens, prior to the Effective Time consisted and is in possession of or has the right under valid and existing leases to use the properties purported to be owned or leased thereunderwill consist, as applicable. There are no pending or, to the Knowledge of Malvern, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by Xxxxxxx. Malvern items of a quality and its Subsidiaries own or lease all properties as are necessary to their operations as now conducted. No person has any option or right to acquire or purchase any ownership interest quantity usable and saleable in the owned real property ordinary course of Malvern business and conform to generally accepted standards in the industry in which the Holopak Companies are a part. All Assets which are material to Holopak's business on a consolidated basis, held under leases or subleases by any of its Subsidiaries the Holopak Companies, are held under valid Contracts enforceable in accordance with their respective terms, and each such Contract is in full force and effect. Section 6.9 of the Holopak Disclosure Memorandum sets forth the scope of coverage of all of Holopak's insurance policies as of the date of this Agreement, the term of each such policy and the premiums relating thereto. None of the Holopak Companies has received notice from any insurance carrier that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. Except as disclosed in Section 6.9 of the Holopak Disclosure Memorandum, there are presently no claims pending under such policies of insurance and no notices of denial of any portion thereofmaterial claim have been received by any Holopak Company under such policies within the past twelve months. The Assets of the Holopak Companies include all Assets required to operate the business of the Holopak Companies as presently conducted.

Assets. (a) Except as set forth on Section 4.13 of Malvern’s Disclosure Memorandum, each Malvern Entity has The Company and its Subsidiaries have good and marketable valid title to, or, in the case of personal property held under a lease or other Contractual Obligation, a valid leasehold interest in, or adequate rights to those use, all of the material personal properties, rights and assets (whether real or personal, tangible or intangible) used or held in connection with the conduct of the businesses of the Company and its Subsidiaries (collectively, the “Assets”), including all Assets reflected in the most recent Malvern Financial Statements as being owned by the Malvern Entities Interim Balance Sheet or acquired after the date thereof Most Recent Balance Sheet Date, except: (except a) to the extent the enforceability of any such leases or other Contractual Obligations may be limited by the Bankruptcy and Equity Exception; and (b) for immaterial Assets or Assets that have been sold or otherwise disposed of since the date thereof Most Recent Balance Sheet Date in the Ordinary Course)Course of Business. Neither the Company’s nor any of its Subsidiaries’ interest in such Assets is subject to any Lien other than a Permitted Lien. The Assets are suitable for the purposes for which they are intended and in good operational condition and repair, free normal wear and clear of all Lienstear excepted, except (a) statutory Liens securing payments not yet due or any discount with, borrowing from or other obligations to inter-bank credit facilities, or any transaction by a Malvern Entity acting have been regularly and properly serviced and maintained in a fiduciary capacity, (b) Liens for Taxes manner that would not yet due and payable void or which is being contested in appropriate proceedings, (c) easements, rights limit the coverage of wayany warranty thereon, and other similar encumbrances that do are adequate to be used for the purposes for which they are currently used in the manner they are currently used, in each case, in all material respects. The Assets which are tangible properties are free of any material structural or engineering defects, and there has not materially affect the use been any material interruption of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (d) such imperfections or irregularities of title or Liens as do not materially affect the use businesses of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (e) Liens described and reflected in the Malvern Financial Statements (collectively, “Permitted Liens”). Malvern is the fee simple owner of all owned real property or has a valid leasehold interest of all leasehold estates reflected in the most recent Malvern Financial Statements, free and clear of all Liens of any nature whatsoever, except for Permitted Liens, and is in possession of or has the right under valid and existing leases to use the properties purported to be owned or leased thereunder, as applicable. There are no pending or, to the Knowledge of Malvern, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by Xxxxxxx. Malvern Company and its Subsidiaries own due to inadequate maintenance or lease obsolescence of the Assets which are tangible properties. None of the Assets which are personal or movable properties are located other than at the Real Property. The Assets constitute all of the material properties as are necessary and assets required to their operations as now conducted. No person has any option or right enable the businesses of the Company and its Subsidiaries to acquire or purchase any ownership interest be conducted immediately after the Closing in the owned real property same manner as the business of Malvern or any of the Company and its Subsidiaries or any portion thereofhas been currently conducted.

Assets. (a) Except as set forth on disclosed in Section 4.13 5.9 of Malvern’s the Foilmark Disclosure MemorandumMemorandum or as disclosed or reserved against in the Foilmark Financial Statements delivered prior to the date of this Agreement, each Malvern Entity has the Foilmark Companies have good and marketable title to those Assets reflected in the most recent Malvern Financial Statements as being owned by the Malvern Entities or acquired after the date thereof (except for immaterial Assets or Assets sold or otherwise disposed of since the date thereof in the Ordinary Course)title, free and clear of all Liens, except to all of their respective Assets. All tangible properties used in the businesses of the Foilmark Companies are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with Foilmark's past practices. Section 5.9 of the Foilmark Disclosure Memorandum sets forth, as of the date of this Agreement (ax) statutory Liens securing payments not yet due all real property owned by Foilmark and its Subsidiaries, singly or any discount with, borrowing from in common or joint venture with each other or other obligations to inter-bank credit facilities, entities or any transaction by a Malvern Entity acting in a fiduciary capacity, (b) Liens for Taxes not yet due and payable or which is being contested in appropriate proceedings, (c) easements, rights of wayindividuals, and (y) all real property that Foilmark and its Subsidiaries has leased or subleased among themselves or from a third party, singly or in common or joint venture with each other similar encumbrances that do not materially affect the use or with other entities or individuals. All items of inventory of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (e) Liens described and Foilmark Companies reflected in the Malvern Financial Statements (collectively, “Permitted Liens”). Malvern is the fee simple owner of all owned real property or has a valid leasehold interest of all leasehold estates reflected in on the most recent Malvern balance sheet included in the Foilmark Financial Statements, free Statements delivered prior to the date of this Agreement and clear of all Liens of any nature whatsoever, except for Permitted Liens, prior to the Effective Time consisted and is in possession of or has the right under valid and existing leases to use the properties purported to be owned or leased thereunderwill consist, as applicable. There are no pending or, to the Knowledge of Malvern, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by Xxxxxxx. Malvern items of a quality and its Subsidiaries own or lease all properties as are necessary to their operations as now conducted. No person has any option or right to acquire or purchase any ownership interest quantity usable and saleable in the owned real property ordinary course of Malvern business and conform to generally accepted standards in the industry in which the Foilmark Companies are a part. All Assets which are material to Foilmark's business on a consolidated basis, held under leases or subleases by any of its Subsidiaries the Foilmark Companies, are held under valid Contracts enforceable in accordance with their respective terms, and each such Contract is in full force and effect. Section 5.9 of the Foilmark Disclosure Memorandum sets forth the scope of coverage of all of Foilmark's insurance policies as of the date of this Agreement, the term of each such policy and the premiums relating thereto. None of the Foilmark Companies has received notice from any insurance carrier that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. Except as disclosed in Section 5.9 of the Foilmark Disclosure Memorandum, there are presently no claims pending under such policies of insurance and no notices of denial of any portion thereofmaterial claim have been received by any Foilmark Company under such policies within the past twelve months. The Assets of the Foilmark Companies include all Assets required to operate the business of the Foilmark Companies as presently conducted.

Assets. (a) After the transfer of the Transferred Assets pursuant to the Local Agreements the Purchasing Subsidiaries, with the exception of the cash necessary to carry on the Business, will own all the assets which – together with the land leased pursuant to art. 8.3.2 of this Agreement and other equipment leased under the Assumed Contracts – are necessary to carry on the Business as it has been carried on prior to the Closing Date. The Companies own – or have valid leases to use – all the assets which are necessary to carry on their Business as it has been carried on prior to the Closing Date. Except as explicitly set forth out in this Agreement or any lease agreement or license agreement to be entered into pursuant to this Agreement, the Business does not use or require any assets (other than the Transferred Assets) or intellectual property rights (other than the Transferred Intellectual Property Rights) owned by the Seller or Affiliated Companies of Seller. For the avoidance of doubt, the Clariant WINS platform shall be excluded from this art. 4.6. The fixed assets transferred under the Local Agreement and the fixed assets owned by the Companies are in good operating condition and repair and are adequate to carry on Section 4.13 the Business in the ordinary course of Malvern’s Disclosure Memorandum, each Malvern Entity has good business and marketable title in the same fashion and manner as prior to those Assets the Closing Date. The inventory transferred pursuant to the Local Agreements and the inventory owned by the Companies consists only of raw material which meets the agreed or otherwise applicable product specification and which is in a condition to be processed in the Business and of end products or intermediate products which – as the case may be – meet the agreed or otherwise applicable specifications and are in a quality to be sold to customers or to be further processed in the Business. The Parties agree that all quality downgrades necessary on the inventory as of the Closing Date as well as any warranty claims regarding raw material supplied by Purchaser and Affiliated Companies of Purchaser will be properly reflected in the most recent Malvern Financial Statements as being computation of the Closing Date Net Working Capital Amount. On the receivables transferred pursuant to the Local Agreements and the receivables owned by the Malvern Entities or acquired after Companies the date thereof (except for immaterial Assets or Assets sold or otherwise disposed of since the date thereof in the Ordinary Course), free and clear of all Liens, except (a) statutory Liens securing payments not yet due or any discount with, borrowing from or other obligations to inter-bank credit facilities, or any transaction by a Malvern Entity acting in a fiduciary capacity, (b) Liens for Taxes not yet due and payable or amount which is being contested in appropriate proceedings, (c) easements, rights of way, and other similar encumbrances that do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (e) Liens described and reflected in the Malvern Financial Statements (collectivelycomputation of the Closing Date Net Working Capital Amount can be collected on the applicable due date, “Permitted Liens”)subject to art. Malvern is the fee simple owner 5.6 of all owned real property or has a valid leasehold interest of all leasehold estates reflected in the most recent Malvern Financial Statements, free and clear of all Liens of any nature whatsoever, except for Permitted Liens, and is in possession of or has the right under valid and existing leases to use the properties purported to be owned or leased thereunder, as applicable. There are no pending or, to the Knowledge of Malvern, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by Xxxxxxx. Malvern and its Subsidiaries own or lease all properties as are necessary to their operations as now conducted. No person has any option or right to acquire or purchase any ownership interest in the owned real property of Malvern or any of its Subsidiaries or any portion thereofthis Agreement.

Assets. All material assets and properties of the Transferred Business (a) Except as excluding any Intellectual Property, IT Systems and Personal Information included therein, which are the subject of the representations and warranties set forth on in Section 4.13 of Malvern’s Disclosure Memorandum4.14), each Malvern Entity has are in good operating condition and marketable title to those Assets reflected in the most recent Malvern Financial Statements as being owned by the Malvern Entities or acquired after the date thereof (except for immaterial Assets or Assets sold or otherwise disposed of since the date thereof repair, normal wear and tear excepted, and are useable in the Ordinary Course). Subject to the immediately following sentence, free the Transferred Assets, taken together with the other assets, properties and clear of all Liens, except (a) statutory Liens securing payments not yet due or any discount with, borrowing from or other obligations to inter-bank credit facilities, or any transaction by a Malvern Entity acting in a fiduciary capacity, (b) Liens for Taxes not yet due and payable or which is being contested in appropriate proceedings, (c) easements, rights of way, the Transferred Companies and other similar encumbrances that do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (e) Liens described licenses and reflected in the Malvern Financial Statements (collectively, “Permitted Liens”). Malvern is the fee simple owner of all owned real property or has a valid leasehold interest of all leasehold estates reflected in the most recent Malvern Financial Statements, free and clear of all Liens of any nature whatsoever, except for Permitted Liens, and is in possession of or has the right under valid and existing leases to use the properties purported services to be owned or leased thereunderprovided under the Ancillary Documents, as applicable. There are no pending orconstitute all material assets, to the Knowledge properties and rights of Malvern, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by Xxxxxxx. Malvern Seller and its Subsidiaries own used by Seller and its Subsidiaries to provide the ILEC Services (and to conduct the business related thereto), as provided as of the date of the Agreement or lease immediately prior to the Closing, and constitute all properties as assets of Seller and its Subsidiaries that are necessary or material to their operations as now conducted. No person has any option or right to acquire or purchase any ownership interest the conduct and operation immediately after the Closing of the business conducted by the Transferred Business substantially in the owned real property of Malvern or any of same manner as conducted by Seller and its Subsidiaries as of the date of this Agreement and as of the Closing. Notwithstanding the foregoing, it is understood and agreed that: (i) the Transferred Companies may not have those assets, properties, rights or services listed or described on Seller Schedule 4.17, which may be used as of the date of this Agreement or immediately prior to the Closing by Seller and its Subsidiaries to provide the ILEC Services, (ii) the Excluded Assets may be used as of the date of this Agreement or immediately prior to the Closing by the Seller and its Subsidiaries to provide the ILEC Services, (iii) certain licenses and services to be provided under the Ancillary Documents, which licenses and services may be used as of the date of this Agreement or immediately prior to the Closing by the Transferred Companies to provide the ILEC Services, are being provided for only a limited period of time following the Closing, (iv) the immediately preceding sentence assumes the receipt of all necessary authorizations, approvals, consents or waivers required by Law, Governmental Entities or other third Persons in connection with the transactions contemplated by this Agreement and the Ancillary Documents and (v) this Section 4.17 does not constitute a representation or warranty regarding infringement, misappropriation or other violation of any portion thereofIntellectual Property of any Person by the conduct of the Transferred Business, which is the subject of the representation and warranty set forth in Section 4.14(c). The ILEC Services constitute all of the material services provided by the Transferred Companies to customers on the date of this Agreement and immediately prior to the Closing.

Assets. OrthAlliance's and its Subsidiaries' material equipment, furniture, computers and other tangible personal property are in good operating condition and repair (aordinary wear and tear excepted), free of any material defects and suitable in all material respects for the operations of OrthAlliance's and its Subsidiaries' business, as currently conducted, are not in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. OrthAlliance's and its Subsidiaries' inventories of material dental and orthodontic, janitorial and office supplies and consumables are of a good and merchantable quality usable or saleable in the ordinary course of business consistent with past practice, is in a quantity reasonable for the operations of OrthAlliance's and its Subsidiaries' business, as currently conducted, in the ordinary course of business in accordance with past practice, and is valued at reasonable amounts not subject to any material write-down. Set forth in Section 4.14 of the OrthAlliance Disclosure Schedule is a complete and accurate description of the accounts receivable, notes receivable, evidences of indebtedness and other rights to receive payment for service fees, consulting fees, center expense reimbursement, advances, loans and other amounts payable to OrthAlliance and its Subsidiaries by OrthAlliance Affiliated PCs and OrthAlliance Affiliated Professionals ("Receivables") as of March 31, 2001. Such Receivables are valid and enforceable claims and obligations, have arisen only from bona fide transactions in the ordinary course of business and are collectible in the aggregate amount thereof, less any applicable reserves recorded on OrthAlliance balance sheet as of March 31, 2001, a copy of which has heretofore been provided to OrthAlliance, which reserves are adequate and calculated consistent with past practice. Except as set forth on in Section 4.13 of Malvern’s Disclosure Memorandum, each Malvern Entity has good and marketable title to those Assets reflected in the most recent Malvern Financial Statements as being owned by the Malvern Entities or acquired after the date thereof (except for immaterial Assets or Assets sold or otherwise disposed of since the date thereof in the Ordinary Course), free and clear of all Liens, except (a) statutory Liens securing payments not yet due or any discount with, borrowing from or other obligations to inter-bank credit facilities, or any transaction by a Malvern Entity acting in a fiduciary capacity, (b) Liens for Taxes not yet due and payable or which is being contested in appropriate proceedings, (c) easements, rights of way, and other similar encumbrances that do not materially affect the use 4.14 of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (e) Liens described and reflected in the Malvern Financial Statements (collectively, “Permitted Liens”). Malvern is the fee simple owner of all owned real property or has a valid leasehold interest of all leasehold estates reflected in the most recent Malvern Financial Statements, free and clear of all Liens of any nature whatsoever, except for Permitted Liens, and is in possession of or has the right under valid and existing leases to use the properties purported to be owned or leased thereunder, as applicable. There are no pending orOrthAlliance Disclosure Schedule, to the Knowledge knowledge of MalvernOrthAlliance, threatened condemnation there are no asserted contests, refusals to pay or eminent domain proceedings against any real property that is owned or leased by Xxxxxxx. Malvern and its Subsidiaries own or lease all properties as are necessary rights of set-off with respect to their operations as now conducted. No person has any option or right to acquire or purchase any ownership interest in the owned real property of Malvern or any of its Subsidiaries or any portion thereofsuch Receivables.

Assets. (a) Except The Company and its Subsidiaries own, lease or have the right to use all the properties and assets necessary for or used or held for use in the conduct of their respective businesses or otherwise owned, leased or used by the Company or any of its Subsidiaries (all such properties and assets being referred to as set forth on Section 4.13 the “Assets”), except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each of Malvern’s Disclosure Memorandum, each Malvern Entity the Company and its Subsidiaries has good and marketable title to those Assets reflected to, or in the most recent Malvern Financial Statements as being owned by case of leased or subleased Assets, valid and subsisting leasehold interests in, all of the Malvern Entities or acquired after the date thereof (except for immaterial Assets or Assets sold or otherwise disposed of since the date thereof in the Ordinary Course)Assets, free and clear of all Liens, except for Permitted Liens and defects in title or leasehold interests that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Section 2.14 of the Company Disclosure Schedule contains a complete and correct list of all real property and improvements which are leased, licensed or otherwise occupied by the Company or its Subsidiaries as of the date hereof (a) statutory Liens securing payments not yet due “Leased Assets”), as lessee, sub-lessee, licensee or any discount with, borrowing from or other obligations to intersub-bank credit facilities, or any transaction by a Malvern Entity acting in a fiduciary capacity, (b) Liens for Taxes not yet due and payable or which is being contested in appropriate proceedings, (c) easements, rights of waylicensee, and other similar encumbrances that the Company and its subsidiaries do not materially affect the use of the properties or Assets subject thereto or affected thereby lease, license or otherwise materially impair business operations at such propertiesoccupy, (d) such imperfections as lessee, sub-lessee, licensee or irregularities of title or Liens as do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such propertiessub-licensee, (e) Liens described and reflected in the Malvern Financial Statements (collectively, “Permitted Liens”). Malvern is the fee simple owner of all owned any real property or has a valid leasehold improvements other than the Leased Assets. Each such document granting the Company or its Subsidiaries its right, title or interest of all leasehold estates reflected in the most recent Malvern Financial Statements, free and clear of all Liens of any nature whatsoever, except for Permitted Liens, and Leased Assets is in possession of valid without default or has breach thereunder by the right under valid and existing leases to use the properties purported to be owned Company or leased thereunder, as applicable. There are no pending orits Subsidiaries and, to the Knowledge knowledge of Malvern, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by Xxxxxxx. Malvern the Company and its Subsidiaries own Subsidiaries, the grantor of such right, title or lease all properties as are necessary to their operations as now conducted. No person has any option or right to acquire or purchase any ownership interest in the owned real property of Malvern Leased Property other than such breaches and/or defaults as would not reasonably be expected to have, individually or any of its Subsidiaries or any portion thereofin the aggregate, a Company Material Adverse Effect.

Assets. On the date (the "Closing Date") of the consummation of the transactions contemplated by this Agreement (the "Closing"), Buyer shall purchase from Seller, and Seller shall sell to Buyer, substantially all of the assets, properties, interests and rights of Seller, real and personal, tangible and intangible, owned or leased by Seller which are used or held for use in the operation of the Station including, but not limited to, all the following: (a) Except as set forth licenses, permits and authorizations of any governmental authority, including the FCC, which FCC licenses, permits and authorizations are listed on Section 4.13 of Malvern’s Disclosure MemorandumSchedule 6(c) hereto; (b) all documents, each Malvern Entity has good files, books and marketable title records, including the local public file; (c) all contracts and agreements (including lease agreements) listed on Schedule 1-A hereto (the "Assumed Contracts"); and (d) goodwill related to those Assets reflected in the most recent Malvern Financial Statements as being owned by Station. The assets conveyed (the Malvern Entities or acquired after "Assets") will include all replacements and additions thereto between the date thereof (except for immaterial of this Agreement and the Closing Date. Seller agrees that it shall convey the Assets or Assets sold or otherwise disposed of since the date thereof in the Ordinary Course), to Buyer free and clear of all Liensliens, except (a) statutory Liens securing payments not yet due or any discount withpledges, borrowing from voting agreements, voting trusts, proxy agreements, claims, security interests, restrictions, mortgages, deeds of trust, tenancies, and other possessory interests, conditional sale or other obligations to inter-bank credit facilitiestitle retention agreements, or any transaction by a Malvern Entity acting in a fiduciary capacityassessments, (b) Liens for Taxes not yet due and payable or which is being contested in appropriate proceedings, (c) easements, rights of way, covenants, restrictions, rights of first refusal, defects in title, encroachments, and other similar burdens, options or encumbrances that do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (e) Liens described and reflected in the Malvern Financial Statements any kind (collectively, “Permitted "Liens”"). Malvern is the fee simple owner of all owned real property or has a valid leasehold interest of all leasehold estates reflected in the most recent Malvern Financial Statements, free and clear of all Liens of any nature whatsoever, except for Permitted Liens, and is in possession of or has the right under valid and existing leases to use the properties purported to be owned or leased thereunderSchedule 1-A identifies, as applicable. There are no pending orto each Assumed Contract listed thereon, whether (A) the consent of the other party thereto is required, (B) notice must be given to the Knowledge other party (including when such notice must be given), or (C) any payment is required (including the amount thereof), in order for such Assumed Contract to continue in full force and effect upon the consummation of Malvernthe transactions contemplated hereby, threatened condemnation or eminent domain proceedings against any real property that is owned or leased (D) whether such Assumed Contract can be canceled by Xxxxxxxthe other party without liability to such other party due to the consummation of the transactions contemplated hereby. Malvern and its Subsidiaries own or lease all properties as are necessary to their operations as now conducted. No person has any option or right to acquire or purchase any ownership interest in the owned real property of Malvern or any of its Subsidiaries or any portion thereof.[__________________] Page 2 __________, 1998

Assets. Subject to the terms and conditions of this Agreement at the Closing (a) Except as set forth on Section 4.13 of Malvern’s Disclosure Memorandum, each Malvern Entity has good and marketable title to those Assets reflected in the most recent Malvern Financial Statements as being owned by the Malvern Entities or acquired after the date thereof (except for immaterial Assets or Assets sold or otherwise disposed of since the date thereof in the Ordinary Coursehereinafter defined), free and clear in reliance upon the covenants, representations and warranties of all LiensIHS and Buyer, except (a) statutory Liens securing payments not yet due or any discount withSellers will sell, borrowing from or other obligations assign and convey to inter-bank credit facilities, or any transaction by a Malvern Entity acting in a fiduciary capacity, (b) Liens for Taxes not yet due and payable or which is being contested in appropriate proceedings, (c) easements, rights of way, and other similar encumbrances that do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (e) Liens described and reflected in the Malvern Financial Statements (collectively, “Permitted Liens”). Malvern is the fee simple owner of all owned real property or has a valid leasehold interest of all leasehold estates reflected in the most recent Malvern Financial Statements, Buyer free and clear of all Liens of any nature whatsoever, except for (as such term is hereinafter defined) other than Permitted LiensLiens (as such term is hereinafter defined), and is subject to the terms and conditions of this Agreement and in possession reliance upon the covenants, representations and warranties of Sellers and the Members, Buyer will purchase and acquire from Sellers, all of the assets of each Seller which now or has hereafter comprise, or which are now or hereafter used or useful in connection with the right operation of, the Business (the "Assets"), excluding inventory and supplies disposed of from the date hereof until Closing in the ordinary course of business consistent with past practice and otherwise in conformity with the obligations of Sellers and the Members under valid this Agreement, and existing leases excluding the Excluded NY 02 Assets (as defined below) and each Seller's Certificate of Incorporation, qualification to use do business in any jurisdiction, taxpayer identification number, minute books, stock transfer records and other documents related specifically to such Seller's corporate organization and maintenance (collectively, "Excluded Assets"). Except for the properties purported Excluded Assets, the Assets will include, without limitation, all tangible, intangible, real, personal and mixed property, operations, policy and procedure manuals, leasehold interests, inventory, cash, accounts receivable, cash equivalents, notes receivable, claims and rights under Designated Contracts (defined herein), rights in collateral or other security for obligations due to be owned any Seller, provider agreements with third party payors, the names "Total Rehab Services" and "Total Rehab Services 02", all other tradenames, trademarks, service marks, patient lists and records, telephone numbers, trade secrets, other proprietary rights or leased thereunderintellectual property, as applicable. There are no pending orgood will, and, to the Knowledge extent permitted by law, all permits, licenses and certificates of Malvernneed and other rights held by Seller with respect to the ownership or operation of any or all of the Business or other Assets, threatened condemnation and all of each Seller's books and records pertaining to the foregoing. Notwithstanding the assignment and transfer to Buyer of the names "Total Rehab Services" and "Total Rehab Services O2", neither Seller shall be required to file a Certificate of Amendment to its respective Certificate of Organization to change its name so long as it shall not transact business under such name. "Excluded NY 02 Assets" shall mean all assets relating solely to the operation of the Excluded NY 02 Services (defined in Section 1.6(a)) including any accounts receivable arising solely from Excluded NY 02 Services, all as more specifically described on Schedule 1.1. Notwithstanding the foregoing, all assets necessary or eminent domain proceedings against useful to, or held for use in connection with, the provision of 02 Services at or to the Southshore Home (defined in Section 1.6(b)) including, without limitation, any real property that is owned or leased by Xxxxxxx. Malvern accounts receivable (the "Southshore Receivables") shall be included as Assets and its Subsidiaries own or lease all properties as are necessary to their operations as now conducted. No person has any option or right to acquire or purchase any ownership interest in shall not be part of the owned real property of Malvern or any of its Subsidiaries or any portion thereofExcluded NY 02 Assets.

Assets. (ai) Except as set forth on Section 4.13 of Malvern’s Disclosure Memorandumwould not be reasonably likely to have a Company Material Adverse Effect and except for Company Permitted Liens and Encumbrances (as defined below), each Malvern Entity has the Company and/or its Subsidiaries have good and marketable valid title to those all personal property (including, without limitation, Company Investment Assets reflected (as defined below)) that was carried as an asset on the Company's financial statements in the most recent Malvern Financial Statements as being owned by the Malvern Entities 1996 10-K or acquired after in the date thereof (except for immaterial Assets or Assets sold or otherwise ordinary course of business since December 31, 1996, other than with respect to those assets which have been disposed of since the date thereof in the Ordinary Course)ordinary course of business or redeemed in accordance with their terms since such date or with respect to statutory deposits which are subject to certain restrictions on transfer. As used in this Agreement, free and clear of all Liens"COMPANY PERMITTED LIENS AND ENCUMBRANCES" means, except as to any assets or property, any (ai) statutory Liens liens or encumbrances securing payments not yet due or any discount withtaxes, borrowing from assessments or other obligations to inter-bank credit facilities, or any transaction by a Malvern Entity acting in a fiduciary capacity, (b) Liens for Taxes governmental charges which are not yet due and payable or which is are being diligently contested in good faith by appropriate proceedingsproceedings if adequate reserves have been established in accordance with U.S. GAAP or the statutory accounting principles and practices prescribed or permitted by the insurance department of the state of domicile of a Company Insurance Company as appropriate, or, in the case of mortgage loans, funds are held in escrow sufficient to discharge such liens or the borrower has posted a bond in the amount of such lien, (cii) easementsliens or encumbrances imposed by law or incurred in the ordinary course of business with respect to the claims of materialmen, rights of waymechanics, carriers, warehousemen, landlords and other similar encumbrances that Persons which (A) are not yet due and payable and which do not materially affect detract from the value of such property or assets or materially impair the use of thereof by the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (e) Liens described and reflected in the Malvern Financial Statements (collectively, “Permitted Liens”). Malvern is the fee simple owner of all owned real property or has a valid leasehold interest of all leasehold estates reflected in the most recent Malvern Financial Statements, free and clear of all Liens of any nature whatsoever, except for Permitted Liens, and is in possession of or has the right under valid and existing leases to use the properties purported to be owned or leased thereunder, as applicable. There are no pending or, to the Knowledge of Malvern, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by Xxxxxxx. Malvern Company and its Subsidiaries own or lease all properties as are necessary to their operations as now conducted. No person has any option or right to acquire or purchase any ownership interest in the owned real property operation of Malvern their respective businesses, or any (B) are being diligently contested in good faith and by proper proceedings if adequate reserves have been established with respect thereto in accordance with U.S. GAAP or the statutory accounting principles and practices prescribed or permitted by the insurance department of its Subsidiaries the state of domicile or any portion thereof"commercial domicile" of a Company Insurance Company, as appropriate, and (iii) liens and encumbrances that would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect. As used in this Agreement "COMPANY INVESTMENT ASSETS" means bonds, stocks, mortgage loans or other investments that are carried on the books and records of the Company and the Company Insurance Companies.

Assets. (a) Except as set forth on Section 4.13 of Malvern’s Disclosure MemorandumEach Seller Subsidiary has good, each Malvern Entity has good valid and marketable title to those to, or a valid leasehold interest in, all Assets respectively owned or leased by them, including, without limitation, all Assets reflected in the most recent Malvern Financial Statements as being owned Audited Balance Sheet and all Assets acquired by any Seller Subsidiary since the Malvern Entities or acquired after the date thereof Audited Balance Sheet Date (except for immaterial non-material Assets reflected in the Audited Balance Sheet or Assets acquired since such date which have been sold or otherwise disposed of since the date thereof in the Ordinary CourseCourse of Business), free and clear of all Liens other than Liens reflected on the Seller Subsidiary Consolidated Financial Statements and Permitted Liens. The Seller has good, except (a) statutory Liens securing payments not yet due or any discount with, borrowing from or other obligations valid and marketable title to inter-bank credit facilities, or any transaction by a Malvern Entity acting in a fiduciary capacity, (b) Liens for Taxes not yet due and payable or which is being contested in appropriate proceedings, (c) easements, rights of way, and other similar encumbrances that do not materially affect the use all of the properties or Additional Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or except for non-material Additional Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (e) Liens described and reflected in the Malvern Financial Statements (collectively, “Permitted Liens”). Malvern is the fee simple owner Audited Balance Sheet or acquired since such date which have been sold or otherwise disposed of all owned real property or has a valid leasehold interest of all leasehold estates reflected in the most recent Malvern Financial StatementsOrdinary Course of Business), free and clear of all Liens of any nature whatsoever, except for other than Liens reflected on the Seller Subsidiary Consolidated Financial Statements and Permitted Liens. All personal property of each Seller Subsidiary is in good operating condition and repair, ordinary wear and tear excepted, and is suitable and adequate for the uses for which it is intended or is being used. Except as set forth in possession Section 3.09 of the Seller Disclosure Letter, the Assets of the Seller Subsidiaries, taken as a whole, and the Additional Assets constitute all of the Assets relating to or has used or held for use in connection with the right under valid Business during the past twelve months or necessary for the conduct of the Business. Except for Assets disposed of in the Ordinary Course of Business and existing leases to use the properties purported to be owned or leased thereunderAdditional Assets, as applicable. There are no pending or, to the Knowledge Assets of Malvern, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by Xxxxxxx. Malvern and its the Seller Subsidiaries own or lease constitute all properties as are the Assets necessary to their operations conduct the Business on a stand-alone basis as now conducted. No person has any option or right to acquire or purchase any ownership interest in presently conducted and as conducted during the owned real property of Malvern or any of its Subsidiaries or any portion thereofpast three years.

Assets. (a) Except as set forth on Section 4.13 of Malvern’s Disclosure Memorandumthe attached ASSETS SCHEDULE, each Malvern Entity has the Companies have good and marketable title to those Assets reflected in the most recent Malvern Financial Statements as being owned to, or a valid leasehold interest in, all properties and assets used by the Malvern Entities Companies, located on their premises or shown on the Latest Balance Sheet or acquired after the date thereof (except for immaterial Assets or Assets sold or otherwise disposed of since the date thereof in the Ordinary Course), free and clear of all Liens, except (a) statutory Liens securing payments not yet due or any discount with, borrowing from or other obligations to inter-bank credit facilities, or any transaction by a Malvern Entity acting in a fiduciary capacity, (b) Liens for Taxes not yet due and payable or which is being contested in appropriate proceedings, (c) easements, rights of way, and other similar encumbrances that do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (e) Liens described and reflected in the Malvern Financial Statements (collectively, “Permitted Liens”). Malvern is the fee simple owner of all owned real property or has a valid leasehold interest of all leasehold estates reflected in the most recent Malvern Financial Statementsthereof, free and clear of all Liens (other than properties and assets disposed of in the ordinary course of business since the date of the Latest Balance Sheet or except for Liens disclosed on the Latest Balance Sheet (including any notes thereto) or Permitted Liens). Except as set forth on the attached ASSETS SCHEDULE, the Companies own, have a valid leasehold interest in or have the valid and enforceable right to use all assets, tangible or intangible, used in the conduct of their business as presently conducted and as presently proposed to be conducted. Except as set forth on the attached ASSETS SCHEDULE, no Affiliate of any nature whatsoeverSeller (including, but not limited to, Mississippi Valley Utilities, Inc. and Xxxxxxx Tele, Inc.) owns any assets or property used in the Companies' business, except for Permitted Liensthe Leased Realty owned by Xxxxxx & Xxxxxx Partnership, a Minnesota general partnership controlled by the Sellers. Except as set forth on the attached ASSETS SCHEDULE, all of the Companies' buildings (including all components of such buildings, structures and is other improvements), equipment, machinery, fixtures, improvements and other tangible assets (whether owned or leased) are in possession good condition and repair (ordinary wear and tear excepted) and are fit for use in the ordinary course of or has the right under valid Companies' business as presently conducted and existing leases to use the properties purported as presently proposed to be owned or leased thereunder, as applicable. There are no pending or, to the Knowledge of Malvern, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by Xxxxxxx. Malvern and its Subsidiaries own or lease all properties as are necessary to their operations as now conducted. No person has any option or right to acquire or purchase any ownership interest The attached ASSETS SCHEDULE sets forth and describes in reasonable detail the owned real property of Malvern or any of its Subsidiaries or any portion thereofactual out-of-pocket capital expenditures made by the Companies during the twelve-months ended December 31, 1998 and the nine-months ended September 30, 1999.

Assets. (a) Except for the Excluded Assets, the Assets and the assets of ITi together constitute all of the property and assets which are considered part of the Business and all of the Assets necessary to conduct the Business as set forth on Section 4.13 presently conducted. ITi does not own any assets other than assets included in the Proprietary Rights. QuickHire has the right to convey, and the execution and delivery of Malvern’s Disclosure Memorandumthis Agreement and the Transaction Documents will convey to Buyer, each Malvern Entity has and Buyer will be vested with good and marketable title to those Assets reflected in and to, the most recent Malvern Financial Statements as being owned by the Malvern Entities or acquired after the date thereof (except for immaterial Assets or Assets sold or otherwise disposed of since the date thereof in the Ordinary Course)Assets, free and clear of any and all LiensLiens other than the limited liabilities assumed by Buyer pursuant to Section 1.2 above and other than as set forth on Schedule 4.1. The tangible Assets are in good condition and repair, except (a) statutory Liens securing payments not yet due or any discount with, borrowing from or other obligations to inter-bank credit facilities, or any transaction by a Malvern Entity acting in a fiduciary capacity, (b) Liens for Taxes not yet due ordinary wear and payable or which is being contested in appropriate proceedings, (c) easements, rights of waytear excepted, and other similar encumbrances that do not materially affect are suitable for the use uses intended. All tangible Assets are located at QuickHire's premises described in the lease listed on Schedule 4.6 (the "Lease") or at the co-location facility described in Schedule 1.1(d). Except for the real property described in the Lease, none of the properties Assets are held under any lease, security agreement or Assets subject thereto conditional sales contract. No claim by any third party contesting the validity, enforceability, use or affected thereby or otherwise materially impair business operations at such properties, (d) such imperfections or irregularities ownership of title or Liens as do not materially affect the use any of the properties Assets has been made, is currently pending or Assets subject thereto to the knowledge of any of the Seller Parties is threatened. QuickHire or affected thereby or otherwise materially impair business operations at such propertiesITi owns and possesses all right, (e) Liens described title and reflected interest in the Malvern Financial Statements (collectivelyand to, “Permitted Liens”). Malvern is the fee simple owner of all owned real property or has a valid leasehold interest license to use, all of all leasehold estates reflected in the most recent Malvern Financial StatementsProprietary Rights necessary for the operation of the Business as presently conducted and none of such Proprietary Rights have been abandoned. No claim by any third party contesting the validity, free and clear of all Liens enforceability, use or ownership of any nature whatsoeversuch Proprietary Rights has been made, except for Permitted Liens, and is in possession of or has the right under valid and existing leases to use the properties purported to be owned or leased thereunder, as applicable. There are no pending currently outstanding or, to the Knowledge knowledge of Malvernthe Seller Parties, threatened condemnation is threatened, and there is no reasonable basis for any such claim. None of the Seller Parties has received any notice of, nor is any Seller Party aware of any fact that indicates a reasonable basis for an allegation of, any infringement or eminent domain proceedings against misappropriation by, or conflict by or with, any real rights of any third party with respect to any of the Assets or the Proprietary Rights. Neither QuickHire nor ITi has, in connection with the Assets, the Proprietary Rights and the Business, infringed, misappropriated or otherwise conflicted with any rights of any third parties, nor is any Seller Party aware of any infringement, misappropriation or conflict that will occur as a result of the continued use of the Assets and the Proprietary Rights and operation of the Business as presently conducted, including without limitation the use of proprietary and confidential information being assigned to Buyer by QuickHire or ITi pursuant to this Agreement. QuickHire or ITi owns all tangible and intangible property that rights used in or otherwise necessary for use with all software utilized by the Business or leased, licensed, sold or otherwise provided to Customers; and pursuant to this Agreement QuickHire is owned or leased by Xxxxxxx. Malvern conveying to Buyer complete and its Subsidiaries own or lease all properties as are necessary to their operations as now conducted. No person has any option or right to acquire or purchase any ownership exclusive right, title and interest in and to such software owned by QuickHire. All personnel of QuickHire and ITi, including without limitation employees, agents, consultants and contractors, who have contributed to or participated in the owned real property conception and/or development of Malvern all or any part of such software or any other Proprietary Right (1) have been party to a "work-for-hire" arrangement or agreement with QuickHire or ITi, in accordance with applicable federal and state law, that has accorded QuickHire or ITi full, effective, exclusive, and original ownership of all tangible and intangible property thereby arising, or (2) have executed appropriate instruments of assignment in favor of QuickHire or ITi as assignee that have conveyed to QuickHire or ITi full, effective and exclusive ownership of all tangible and intangible property thereby arising. QuickHire and ITi are duly licensed and/or qualified to do business and in good standing in each jurisdiction in which the character of its Subsidiaries operations requires such license or any portion thereofqualification, except for those jurisdictions where the failure to be so licensed, qualified or in good standing would not individually or in the aggregate have a material adverse effect on the Assets, the Proprietary Rights or the Business, and each of QuickHire and ITi has the power and authority to conduct its business and to execute and deliver this Agreement and the Transaction Documents and to perform its obligations hereunder and thereunder.

Assets. DPC or one of the other Transferred Business ------ Companies owns, leases or has the legal right (aincluding pursuant to the Related Agreements) Except as set forth to use all material Assets (other than (i) Real Property, which is the subject of Section 3.13, (ii) Intellectual Property, which is the subject of 3.14 and (iii) the Transferred Equipment) reflected on Section 4.13 of Malvern’s Disclosure Memorandumthe Balance Sheet or, each Malvern Entity has good and marketable title to those Assets reflected in the most recent Malvern Financial Statements as being owned except for Excluded Assets, thereafter acquired by the Malvern Entities or acquired after the date thereof (Transferred Business except for immaterial Assets or Assets those sold or otherwise disposed of since the date thereof of the Balance Sheet in the Ordinary Courseordinary course of business consistent with past practice and not in violation of this Agreement. DuPont owns, leases or has the legal right to use all of the Transferred Equipment. DPC or one of the other Transferred Business Companies has good and valid title to (or in the case of leased Assets, valid leasehold interests in) all Transferred Assets free and clear of all Encumbrances except Permitted Encumbrances (other than (i) Real Property, (ii) Intellectual Property, or (iii) the Transferred Equipment). DuPont has good and valid title to (or in the case of leased Assets, valid leasehold interests in) the Transferred Equipment free and clear of all Encumbrances except Permitted Encumbrances. Upon consummation of the Sale, Buyer will have acquired good and valid title to the Transferred Equipment, free and clear of all LiensEncumbrances, except (a) statutory Liens securing payments not yet due or any discount with, borrowing from or other obligations to inter-bank credit facilities, or any transaction by a Malvern Entity acting in a fiduciary capacitythan Permitted Encumbrances. Except for the Excluded Assets, (bi) Liens for Taxes not yet due and payable the Transferred Assets comprise all the Assets (other than Intellectual Property) primarily employed or which is being contested primarily used in appropriate proceedings, (c) easements, rights of way, and other similar encumbrances that do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (e) Liens described and reflected in the Malvern Financial Statements (collectively, “Permitted Liens”). Malvern is the fee simple owner of all owned real property or has a valid leasehold interest of all leasehold estates reflected in the most recent Malvern Financial Statements, free and clear of all Liens of any nature whatsoever, except for Permitted Liens, and is in possession of or has the right under valid and existing leases to use the properties purported to be owned or leased thereunder, as applicable. There are no pending or, to the Knowledge of Malvern, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by Xxxxxxx. Malvern DuPont and its Subsidiaries own or lease all properties as are necessary to their operations as now conducted. No person has any option or right to acquire or purchase any ownership interest in the owned real property conduct and operation of Malvern the Transferred Business and (ii) there are no Assets (other than Intellectual Property, Assets being leased pursuant to a Lease or any services being provided under a Site Services Agreement, in each case that is a Related Agreement) which are material to the conduct of its Subsidiaries or any portion thereofthe Transferred Business as currently conducted other than the Transferred Assets.

Assets. (a) Except as set forth on Section 4.13 of Malvern’s Disclosure Memorandum, each Malvern Entity has CNF or Vantage Sub collectively have good and marketable valid title to those ------ the Assets reflected (other than any patents, marks, brands, names or logos included in the most recent Malvern Financial Statements as being owned by the Malvern Entities or acquired after the date thereof (Assets), free and clear of any encumbrances, except for immaterial encumbrances referred to in Section 3.4(a) and minor liens that do not detract from the value of the Assets subject thereto or Assets sold or otherwise disposed of since interfere with the date thereof present use and have not arisen other than in the Ordinary Courseordinary course of business (collectively, "Permitted Encumbrances"). The delivery to HDA of the instruments of transfer listed in Section 2.2(a) will vest good, valid and exclusive title to the Assets in HDA (other than any patents, marks, brands, names or logos included in the Assets), free and clear of all Liensencumbrances of any kind other than Permitted Encumbrances. The Assets and the Excluded Assets together constitute all of the assets necessary to conduct the Vantage Business in substantially the manner conducted by CNF and Vantage Sub as of the date of this Agreement. All tangible property, real property improvements and personal property used in the Vantage Business is located on the Real Property except for such property or improvements which in the aggregate are not material to the Vantage Business and are used by CNF or one of its subsidiaries (aother than Vantage Sub) statutory Liens securing payments not yet due or any discount with, borrowing from or other obligations to inter-bank credit facilities, or any transaction by a Malvern Entity acting in a fiduciary capacity, (b) Liens for Taxes not yet due business other than the Vantage Business. All tangible assets and payable or which is being contested in appropriate proceedings, (c) easements, rights of way, and other similar encumbrances properties that do not materially affect the use are part of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such propertiesare in good operating condition and repair, (d) such imperfections or irregularities of ordinary wear and tear excepted. Notwithstanding anything in this Agreement to the contrary, CNF and Vantage Sub are transferring only their right, title or Liens as do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such propertiesand interest, (e) Liens described if any, in any patents and reflected in the Malvern Financial Statements (collectivelynames and marks "VantageParts," "Consolidated Spring and Alignment Company" and "Commercial Trailer Parts and Supply Company" and make no representation or warranty whatsoever concerning their ownership of, “Permitted Liens”). Malvern is the fee simple owner of all owned real property or has a valid leasehold interest of all leasehold estates reflected in the most recent Malvern Financial Statements, free and clear of all Liens of any nature whatsoever, except for Permitted Liens, and is in possession of or has the right under valid and existing leases to use the properties purported to be owned or leased thereunder, as applicable. There are no pending or, to the Knowledge of Malvern, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by Xxxxxxx. Malvern and its Subsidiaries own or lease all properties as are necessary to their operations as now conducted. No person has any option or right to acquire use, any patents or purchase any ownership interest in the owned real property of Malvern names and marks "Vantage Parts," "Consolidated Spring and Alignment Company" and "Commercial Trailer Parts and Supply Company" or any of its Subsidiaries or any portion derivation thereof, except to the extent provided in Section 3.14.

Assets. (a) Except as set Section 4.3(a) of the Disclosure Schedules sets forth a list and, to the extent available, a legal description of (i) any and all real property owned by the Company or an Affiliate of the Company and on Section 4.13 which the Refinery is located (other than any real property owned by the Company or an Affiliate of Malvern’s Disclosure Memorandumthe Company for the sole purpose of installing and operating pipelines, each Malvern Entity pump stations, metering stations and other pipeline related facilities) (the “Owned Real Property”), and (ii) any and all real property leased by the Company or an Affiliate of the Company and on which the Refinery is located (other than any real property leased or licensed by the Company or an Affiliate of the Company for the sole purpose of installing and operating pipelines, pump stations, metering stations and other pipeline related facilities) (the “Leased Real Property”). The Company or an Affiliate of the Company has good and marketable title to those Assets reflected the Owned Real Property and valid and enforceable leasehold interests in the most recent Malvern Financial Statements as being owned by the Malvern Entities or acquired after the date thereof (except for immaterial Assets or Assets sold or otherwise disposed of since the date thereof Leased Real Property, in the Ordinary Course), free and clear of all Liens, except (a) statutory Liens securing payments not yet due or any discount with, borrowing from or other obligations to inter-bank credit facilities, or any transaction by a Malvern Entity acting in a fiduciary capacity, (b) Liens for Taxes not yet due and payable or which is being contested in appropriate proceedings, (c) easements, rights of way, and other similar encumbrances that do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (e) Liens described and reflected in the Malvern Financial Statements (collectively, “Permitted Liens”). Malvern is the fee simple owner of all owned real property or has a valid leasehold interest of all leasehold estates reflected in the most recent Malvern Financial Statements, each case free and clear of all Liens of any nature whatsoever, except for Permitted Liens. As of the Closing, the Company will have good and marketable title to the Owned Real Property and valid and enforceable leasehold interests in the Leased Real Property, in each case free and clear of all Liens except Permitted Liens. All leases of Leased Real Property are valid and binding obligations of, and is in possession enforceable against, the Company or an Affiliate of the Company and, to the Knowledge of Seller, the other parties thereto, and there does not exist under any such lease any material default on the part of the Company, or has the right under valid and existing leases to use relevant Affiliate of the properties purported to be owned or leased thereunderCompany, as applicable. There are no pending or, to the Knowledge of MalvernSeller, any material default on the part of any other party to such leases, or, to the Knowledge of Seller, any event that with notice or lapse of time or both would reasonably be expected to constitute a material default. To the Knowledge of Seller, correct and complete copies of each of the written leases (as amended) for the Leased Real Property have been made available to Buyer. Neither Seller nor the Company has received any written notice of any appropriation, condemnation, or like proceeding, or of any violation of any applicable zoning Law relating to or affecting the Real Property Interests, and to the Knowledge of Seller, no such proceeding has been threatened condemnation or eminent domain proceedings against any real property that is owned or leased by Xxxxxxx. Malvern and its Subsidiaries own or lease all properties as are necessary to their operations as now conducted. No person has any option or right to acquire or purchase any ownership interest in the owned real property of Malvern or any of its Subsidiaries or any portion thereofcommenced.

Assets. (a) Except as set forth on Section 4.13 Other than the Shared Services and other immaterial services provided to the Company or any Company Subsidiary by Seller or any of Malvern’s Disclosure Memorandumits Affiliates (other than the Company and the Company Subsidiaries) or any of their respective employees, each Malvern Entity has good and marketable title to those Assets reflected in the most recent Malvern Financial Statements as being owned assets held by the Malvern Entities Company and the Company Subsidiaries as of the Closing constitute all the tangible and Intellectual Property assets that are necessary to conduct the Business in substantially the same manner as the Business has been conducted for the previous twelve (12) months. To the Knowledge of Seller, the buildings, plants, structures and material equipment owned or acquired after leased by the date thereof Company and the Company Subsidiaries are structurally sound, are in good operating condition and repair (except for immaterial Assets ordinary wear and tear excepted) and none of such buildings, plants, structures, or Assets sold equipment is in need of material maintenance or repairs other than ordinary, routine maintenance, except, in each case, as would not materially and adversely affect the Business. The Company and the Company Subsidiaries own good, sole and exclusive title to, or hold pursuant to valid and enforceable leases in, all of the material personal property shown to be owned or leased by it on the Balance Sheet or purchased, leased or otherwise disposed of acquired since the date thereof in of the Ordinary Course)Balance Sheet, free and clear of all Liens, except (a) statutory Liens securing payments not yet due or any discount with, borrowing from or other obligations to inter-bank credit facilities, or any transaction by a Malvern Entity acting in a fiduciary capacity, (b) Liens for Taxes not yet due and payable or which is being contested in appropriate proceedings, (c) easements, rights of way, and other similar encumbrances that do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (e) Liens described and reflected in the Malvern Financial Statements (collectively, “Permitted Liens”). Malvern is the fee simple owner of all owned real property or has a valid leasehold interest of all leasehold estates reflected in the most recent Malvern Financial Statements, free and clear of all Liens of any nature whatsoeverEncumbrances, except for Permitted Liens, and is in possession of or has the right under valid and existing leases to use the properties purported to be owned or leased thereunder, as applicableEncumbrances. There are no pending orShared Assets having a value of $1,000,000 or more primarily used in connection with the Business. Except as would not materially and adversely affect the Business, to the Knowledge of Malvern, threatened condemnation or eminent domain proceedings against any real all tangible personal property that is owned or leased by Xxxxxxxthe Company and the Company Subsidiaries (other than Finished Goods Inventory in transit from, and Non-Finished Goods Inventory in transit to, the Owned Real Property or the Leased Real Property) is in its possession, subject to its control and located at the Owned Real Property or the Leased Real Property. Malvern The Business is the only business of the Company and its Subsidiaries own the Company Subsidiaries. Other than entities that perform the Shared Services or lease all properties as are necessary other immaterial services provided to their operations as now conducted. No person has any option or right to acquire or purchase any ownership interest in the owned real property of Malvern Company or any Company Subsidiary (but only to the extent of its providing such services), the Company Subsidiaries or any portion thereofare the only entities through which the Business is conducted.

Assets. (a) Except as set forth on Section 4.13 of Malvern’s Disclosure Memorandum, each Malvern Entity has good and marketable title to those Assets reflected in the most recent Malvern Financial Statements as being owned by the Malvern Entities or acquired after the date thereof (Allied Disclosure Schedule and except for immaterial Assets or Assets sold or otherwise disposed of since the date thereof March 31, 1998 in the Ordinary Course)ordinary course of business and consistent with past practice: (i) each of Allied and the Allied Subsidiaries has good title to all Assets that are disclosed or otherwise reflected in its March 31, 1998 Quarterly Statement or unaudited GAAP Financial Statements for the three months ended March 31, 1998, as the case may be, and all Assets acquired thereafter, and all such Assets are owned by such Persons, free and clear of all Liens, except (a) statutory Liens securing payments not yet due other than Permitted Liens, and the bonds, notes, debentures and other evidences of indebtedness that constitute Investment Assets, disclosed or any discount withotherwise reflected in its March 31, borrowing from 1998 Quarterly Statement or other obligations to inter-bank credit facilitiesunaudited GAAP Financial Statements for the three months ended March 31, 1998, as the case may be, or any transaction by a Malvern Entity acting in a fiduciary capacityacquired 29 34 thereafter, (b) Liens for Taxes not yet due are, to the Knowledge of each of Allied and payable or which is being contested in appropriate proceedingsthe Allied Subsidiaries, (c) easements, rights of way, and other similar encumbrances that do not materially affect the use as of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such propertiesdate of this Agreement, (d) such imperfections or irregularities of title or Liens as do not materially affect in all material respects collectible in accordance with the use terms of the properties or Investment Assets subject thereto or affected thereby or otherwise materially impair business operations at such propertiesand the documents relating thereto; (ii)(A) Allied and each Allied Subsidiary owns good and indefeasible, (e) Liens described and reflected in the Malvern Financial Statements (collectively, “Permitted Liens”). Malvern is the marketable fee simple owner of all owned real property title to, or has a valid leasehold interest in, all real property used in the conduct of its Business or of a type which would be required to be specifically disclosed by an Allied Insurer in Schedule A of its Annual Statement, free and clear of all leasehold estates reflected Liens, other than Permitted Liens; (B) in the most recent Malvern Financial Statementsaggregate all real property, other than unimproved land, is, in all material respects, in working condition, without need for repair and suitable for its current uses; (C) no improvement on any such real property owned or leased by Allied or any Allied Subsidiary encroaches upon any real property of another Person without an appurtenant easement or other legal right allowing such encroachment, nor encroaches over any applicable set back lines without the benefit of non-conforming use status, a variance or adequate insurance insuring against any Liability due to the attempted enforceability of the Law creating such set back line, the result of which encroachments, individually or in the aggregate, are reasonably likely to have a Material Adverse Effect; and (D) Allied and each Allied Subsidiary owns, leases or, in all material respects, has the valid right to use adequate means of ingress and egress to, from and over all such real property; (iii) Allied and each Allied Subsidiary owns good and indefeasible title to, or has a valid leasehold interest in or has a valid right under Contract to use, all personal property that is material to the conduct of its Business, free and clear of all Liens of any nature whatsoever, except for other than Permitted Liens, and, in the aggregate, all such personal property is, in all material respects, in good operating condition and is repair, ordinary wear and tear excepted, and is, in possession of or all material respects, suitable and adequate for its current uses; and (iv) Allied and each Allied Subsidiary has the right under valid and existing leases to use free and clear of any royalty or other payment obligations, claims of infringement or alleged infringement or other Liens, other than Permitted Liens and other than contractual agreements with respect to licensing and maintenance fees, all Intellectual Property that is material to the properties purported to be owned or leased thereunderconduct of its Business, all of which (other than related documentation, manuals, training materials and policy forms), as applicable. There are no pending orof the date of this Agreement, to the Knowledge of Malvern, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by Xxxxxxx. Malvern and its Subsidiaries own or lease all properties as are necessary to their operations as now conducted. No person has any option or right to acquire or purchase any ownership interest listed in the owned real property of Malvern Allied Disclosure Schedule; and neither Allied nor any Allied Subsidiary is in material 30 35 conflict with or violation or infringement of, nor has Allied or any Allied Subsidiary received any notice of its Subsidiaries any such conflict with or violation or infringement of, any portion thereofasserted rights of any other Person with respect to any Intellectual Property, including, without limitation, the Intellectual Property listed in the Allied Disclosure Schedule.

Assets. On the date (the "Closing Date") of the consummation of the transactions contemplated by this Agreement (the "Closing"), Buyer shall purchase from Seller, and Seller shall sell to Buyer, substantially all of the assets, properties, interests and rights of Seller, real and personal, tangible and intangible, owned or leased by Seller which are used or held for use in the operation of the Station including, but not limited to, all the following: (a) Except as set forth licenses, permits and authorizations of any governmental authority, including the FCC, which FCC licenses, permits and authorizations are listed on Section 4.13 of Malvern’s Disclosure MemorandumSchedule 6(c) hereto; (b) all documents, each Malvern Entity has good files, books and marketable title records, including the local public file; (c) all contracts and agreements (including lease agreements) listed on Schedule 1-A hereto (the "Assumed Contracts"); and (d) goodwill related to those Assets reflected in the most recent Malvern Financial Statements as being owned by Station. The assets conveyed (the Malvern Entities or acquired after "Assets") will include all replacements and additions thereto between the date thereof (except for immaterial of this Agreement and the Closing Date. Seller agrees that it shall convey the Assets or Assets sold or otherwise disposed of since the date thereof in the Ordinary Course), to Buyer free and clear of all Liensliens, except (a) statutory Liens securing payments not yet due or any discount withpledges, borrowing from voting agreements, voting trusts, proxy agreements, claims, security interests, restrictions, mortgages, deeds of trust, tenancies, and other possessory interests, conditional sale or other obligations to inter-bank credit facilitiestitle retention agreements, or any transaction by a Malvern Entity acting in a fiduciary capacityassessments, (b) Liens for Taxes not yet due and payable or which is being contested in appropriate proceedings, (c) easements, rights of way, covenants, restrictions, rights of first refusal, defects in title, encroachments, and other similar burdens, options or encumbrances that do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (e) Liens described and reflected in the Malvern Financial Statements any kind (collectively, “Permitted "Liens”"). Malvern is the fee simple owner of all owned real property or has a valid leasehold interest of all leasehold estates reflected in the most recent Malvern Financial Statements, free and clear of all Liens of any nature whatsoever, except for Permitted Liens, and is in possession of or has the right under valid and existing leases to use the properties purported to be owned or leased thereunderSchedule 1-A identifies, as applicable. There are no pending orto each Assumed Contract listed thereon, whether (A) the consent of the other party thereto is required, (B) notice must be given to the Knowledge other party (including when such notice must be given), or (C) any payment is required (including the amount thereof), in order for such Assumed Contract to continue in full force and effect upon the consummation of Malvernthe transactions contemplated hereby, threatened condemnation or eminent domain proceedings against any real property that is owned or leased (D) whether such Assumed Contract can be canceled by Xxxxxxxthe other party without liability to such other party due to the consummation of the transactions contemplated hereby. Malvern and its Subsidiaries own or lease all properties as are necessary to their operations as now conducted. No person has any option or right to acquire or purchase any ownership interest in the owned real property of Malvern or any of its Subsidiaries or any portion thereof.Mr. R. Stevxx Xxxxx Xxxe 2 July 6, 1998

Assets. (a) Except as set forth on Section 4.13 3.24 of Malvern’s the Seller Disclosure MemorandumSchedule, each Malvern Entity Acquired Company has good and marketable valid title to those Assets or, in the case of Leased Real Property, has a valid leasehold interest in all of its respective properties, rights and assets, whether real or personal, tangible or intangible, including all assets reflected in the most recent Malvern Financial Statements as being owned by the Malvern Entities or acquired after the date thereof (Balance Sheet Date, except for immaterial Assets or Assets such assets that have been sold or otherwise disposed of since the date thereof Balance Sheet Date in the Ordinary Courseordinary course of business or otherwise not in violation of this Agreement (such assets, collectively, the “Sufficiency Assets”), in each case, free and clear of all LiensEncumbrances, except (a) statutory Liens securing payments not yet due or any discount withsubject only to Permitted Encumbrances. For the avoidance of doubt, borrowing from or other obligations to inter-bank credit facilities, or any transaction by a Malvern Entity acting in a fiduciary capacity, (b) Liens for Taxes not yet due and payable or which is being contested in appropriate proceedings, (c) easements, rights of way, and other similar encumbrances that do not materially affect the use none of the properties or Sufficiency Assets are subject thereto or affected thereby or otherwise materially impair business operations at such propertiesto any Encumbrance in favor of Seller, (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (e) Liens described and reflected in the Malvern Financial Statements (collectively, “Permitted Liens”). Malvern is the fee simple owner of all owned real property or has a valid leasehold interest of all leasehold estates reflected in the most recent Malvern Financial Statements, free and clear of all Liens of any nature whatsoever, except for Permitted Liens, and is in possession of or has the right under valid and existing leases to use the properties purported to be owned or leased thereunder, as applicable. There are no pending or, to the Knowledge of Malvern, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by Xxxxxxx. Malvern and its Subsidiaries own or lease all properties as are necessary to their operations as now conducted. No person has any option or right to acquire or purchase any ownership interest in the owned real property of Malvern or any of its Subsidiaries or Affiliates. Other than the Back Office Operations, the Excluded Assets, the Excluded Liabilities and the individuals listed on Section 1.1(BE)(2)) of the Seller Disclosure Schedule and any portion thereofproperties, rights and assets associated with the foregoing, the Sufficiency Assets, together with the properties, rights and assets made available under the Transition Services Agreement and the Contracts that will be assigned from Seller to the Company between the Signing Date and the Closing Date, constitute all rights, title, interests and other assets, tangible and intangible, and are sufficient for the conduct of the Business immediately following the Closing in substantially the same manner as conducted as of the date of this Agreement. The Business is operated in its entirety through the Acquired Companies other than the Back Office Operations, the Excluded Assets, the Excluded Liabilities and the individuals listed on Section 1.1(BE)(2)) of the Seller Disclosure Schedule. All of the tangible personal property of the Acquired Companies (other than inventory) is, in all material respects, suitable for their present uses, is in good working order, operating condition and state of repair (ordinary wear and tear excepted), and has been maintained in all material respects in accordance with normal industry practice.

Assets. (a) Except as set forth on Section 4.13 of Malvern’s Disclosure Memorandumthe Assets Schedule, each Malvern Entity has the Sellers have good and marketable title to those Assets reflected in the most recent Malvern Financial Statements as being owned by the Malvern Entities or acquired after the date thereof (except for immaterial Assets or Assets sold or otherwise disposed of since the date thereof in the Ordinary Course), free and clear of all Liens, except (a) statutory Liens securing payments not yet due or any discount with, borrowing from or other obligations to inter-bank credit facilitiesto, or any transaction by a Malvern Entity acting in a fiduciary capacity, (b) Liens for Taxes not yet due and payable or which is being contested in appropriate proceedings, (c) easements, rights of way, and other similar encumbrances that do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (e) Liens described and reflected in the Malvern Financial Statements (collectively, “Permitted Liens”). Malvern is the fee simple owner of all owned real property or has a valid leasehold interest of all leasehold estates reflected in or right to use, the most recent Malvern Financial StatementsAcquired Assets, free and clear of all Liens of any nature whatsoeverand restrictions on transfer, except for Permitted LiensEncumbrances and except for assets disposed of in the ordinary course of business since the Balance Sheet Date. Except for the Acquired Parts and Equipment and the Warehoused ATM Kiosks and Vcom Kiosks, and is except for normal wear and tear, and except as described on the Assets Schedule, all of the equipment and other tangible assets included in possession the Acquired Assets are in good operating condition and are fit for use in the ordinary course of or has business, except where the right under valid and existing leases to use the properties purported failure to be owned in such condition or leased thereunderto be so fit would not be reasonably likely to result in a Seller Material Adverse Effect, as applicableand have been maintained by the Sellers in accordance with the applicable maintenance agreement relating to such ATM Kiosks and Vcom Kiosks, which maintenance agreement shall be an Acquired Asset. There are no pending orALL WAREHOUSED ATM KIOSKS AND VCOM KIOSKS AND ALL ACQUIRED PARTS AND EQUIPMENT ARE BEING SOLD AND TRANSFERRED ON AN “AS IS, to the Knowledge of MalvernWHERE IS” BASIS, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by Xxxxxxx. Malvern and its Subsidiaries own or lease all properties as are necessary to their operations as now conducted. No person has any option or right to acquire or purchase any ownership interest in the owned real property of Malvern or any of its Subsidiaries or any portion thereofWITH ALL FAULTS AND DEFECTS, AND THE SELLERS MAKE NO REPRESENTATION OR WARRANTY, EITHER EXPRESSED OR IMPLIED, OF ANY KIND AS TO THE CONDITION OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY WAREHOUSED ATM KIOSKS AND VCOM KIOSKS OR ANY ACQUIRED PARTS AND EQUIPMENT.

Assets. (a) Except as set forth on Section 4.13 of Malvern’s Disclosure Memorandum, each Malvern Entity has good and marketable title to those Assets reflected in the most recent Malvern Financial Statements as being owned by the Malvern Entities or acquired after the date thereof (KFBS Disclosure Schedule and except for immaterial Assets or Assets sold or otherwise disposed of since the date thereof June 30, 2000 in the Ordinary Course)ordinary course of business and consistent with past practice: (i) Insurance Subsidiary has good title to all Insurance Subsidiary Assets, and all such Insurance Subsidiary Assets are owned by Insurance Subsidiary, free and clear of all Liens, except (a) statutory Liens securing payments not yet due or any discount with, borrowing from or other obligations to inter-bank credit facilities, or any transaction by a Malvern Entity acting in a fiduciary capacity, (b) Liens for Taxes not yet due and payable or which is being contested in appropriate proceedings, (c) easements, rights of waythan Permitted Liens, and the bonds, notes, debentures and other similar encumbrances evidences of indebtedness that do not materially affect constitute Investment Assets, disclosed or otherwise reflected in its June 30, 2000 Quarterly Statement or acquired thereafter, are, to the use Knowledge of KFBS, as of the properties date of this Agreement, in all material respects collectible in accordance with the terms of the Investment Assets and the documents relating thereto; (ii)(A) Insurance Subsidiary has a valid leasehold interest in all real property used in the conduct of its Business or Assets subject thereto or affected thereby of a type which would be required to be specifically disclosed by Insurance Subsidiary in Schedule A of its Annual Statement, free and clear of all Liens, other than Permitted Liens; (B) in the aggregate all such real property, other than unimproved land, is, in all material respects, in working condition, without need for repair and suitable for its current uses; and (C) Insurance Subsidiary owns, leases or otherwise materially impair business operations at has the valid right to use adequate means of ingress and egress to, from and over all such propertiesreal property; (iii) Insurance Subsidiary owns good and indefeasible title to, (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (e) Liens described and reflected in the Malvern Financial Statements (collectively, “Permitted Liens”). Malvern is the fee simple owner of all owned real property or has a valid leasehold interest in or has a valid right under Contract to use, all personal property that is material to the conduct of all leasehold estates reflected in the most recent Malvern Financial Statementsits Business, free and clear of all Liens of any nature whatsoever, except for other than Permitted Liens, and, in the aggregate, all such personal property is, in all material respects, in good operating condition and is repair, ordinary wear and tear excepted, and is, in possession of or all material respects, suitable and adequate for its current uses; and (iv) Insurance Subsidiary has the right under valid and existing leases to use free and clear of any royalty or other payment obligations, claims of infringement or alleged infringement or other Liens, other than Permitted Liens and other than contractual agreements with respect to licensing and maintenance fees, all Intellectual Property that is material to the properties purported to be owned or leased thereunderconduct of its Business, all of which (other than related documentation, manuals, training materials and policy forms), as applicable. There are no pending orof the date of this Agreement, is listed in the KFBS Disclosure Schedule; and to the Knowledge of MalvernKFBS, threatened condemnation neither KFBS nor Insurance Subsidiary is in material conflict with or eminent domain proceedings against violation or infringement of, nor has KFBS or Insurance Subsidiary received any real property that is owned written notice of any such conflict with or leased by Xxxxxxx. Malvern and its Subsidiaries own violation or lease all properties as are necessary infringement of, any asserted rights of any other Person with respect to their operations as now conducted. No person has any option or right to acquire or purchase any ownership interest Intellectual Property, including, without limitation, the Intellectual Property listed in the owned real property of Malvern or any of its Subsidiaries or any portion thereofKFBS Disclosure Schedule.

Assets. (a) Except as set forth on Section 4.13 The Transferred FH Companies (and their Closing Subsidiaries), the FH Asset Sellers and the FH Affiliates (in respect of Malvern’s Disclosure Memorandumthe FH Business), each Malvern Entity has good in the aggregate, own, lease, license or have the legal right to use, and marketable title the Transferred FH Companies (and their Closing Subsidiaries) and the FH Asset Sellers will at or immediately prior to those the Closing own, lease, license or have the legal right to use, all material Acquired FH Assets or FH Assets, including all material Assets reflected in on the most recent Malvern Financial Statements as being owned by the Malvern Entities Base Balance Sheet (other than Assets used or acquired after the date thereof (except for immaterial Assets or Assets sold or otherwise disposed of since the date thereof in the Ordinary Courseordinary course of business or as permitted under Section 5.1), free and clear of all LiensEncumbrances, except (a) statutory Liens securing payments not yet due or any discount with, borrowing from or other obligations to inter-bank credit facilities, or any transaction by a Malvern Entity acting in a fiduciary capacity, than Permitted Encumbrances. 15 (b) Liens for Taxes not yet due The Acquired FH Assets and payable the FH Assets that will be held, leased or licensed by the Transferred FH Companies and their Closing Subsidiaries as of Closing, together with all Assets the benefit of which is being contested in appropriate proceedingswill be provided to Buyer or one of its Subsidiaries (including the Transferred FH Companies and their Closing Subsidiaries) pursuant to this Agreement (including with respect to arrangements contemplated by Section 5.16(b) or Section 5.17(b)), (c) easements, rights of waythe Local Purchase Agreements or the Transition Services Agreement, and other similar encumbrances that do not materially affect the use corporate services provided by Seller or its Subsidiaries to the FH Business set forth in Section 3.16(b) of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such propertiesSeller’s Disclosure Letter, (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (e) Liens described and reflected in the Malvern Financial Statements (collectively, “Permitted Liens”). Malvern is the fee simple owner of all owned real property or has a valid leasehold interest of all leasehold estates reflected in the most recent Malvern Financial Statements, free and clear of all Liens of any nature whatsoever, except for Permitted Liens, and is in possession of or has the right under valid and existing leases to use the properties purported to be owned or leased thereunderwill constitute, as applicable. There of Closing, in all material respects all Assets which are no pending or, to the Knowledge of Malvern, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by Xxxxxxx. Malvern required for Buyer and its Subsidiaries own or lease all properties as are necessary (including the Transferred FH Companies and their Closing Subsidiaries) to their operations as now conducted. No person has any option or right to acquire or purchase any ownership interest operate the FH Business substantially in the owned real property of Malvern or any of its Subsidiaries or any portion thereof.manner in which it is conducted on the date hereof. Section 3.17

Assets. (a) Except as set forth on disclosed in Section 4.13 4.10(a) of Malvern’s the SB Disclosure MemorandumMemorandum or as disclosed or reserved against in the SB Financial Statements delivered prior to the date of this Agreement, each Malvern Entity has the SB Entities have good and marketable title to those Assets reflected in the most recent Malvern Financial Statements as being owned by the Malvern Entities or acquired after the date thereof (except for immaterial Assets or Assets sold or otherwise disposed of since the date thereof in the Ordinary Course), free and clear of all Liens, except (a) statutory Liens securing payments not yet due or any discount with, borrowing from or other obligations to inter-bank credit facilities, or any transaction by a Malvern Entity acting in a fiduciary capacity, (b) Liens for Taxes not yet due and payable or which is being contested in appropriate proceedings, (c) easements, rights of way, and other similar encumbrances that do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (e) Liens described and reflected in the Malvern Financial Statements (collectively, “Permitted Liens”). Malvern is the fee simple owner of all owned real property or has a valid leasehold interest of all leasehold estates reflected in the most recent Malvern Financial Statementstitle, free and clear of all Liens except those permitted in Section 4.10(e), to all of any nature whatsoevertheir respective Assets that they own, except for Permitted Liens, and is where any such Lien or all such Liens in possession of or has the right under valid and existing leases aggregate would not reasonably be expected to use the properties purported to be owned or leased thereunder, as applicableresult in an SB Material Adverse Effect. There are no pending orIn addition, to the Knowledge of MalvernSB, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by Xxxxxxx. Malvern and its Subsidiaries own or lease all tangible properties as are necessary to their operations as now conducted. No person has any option or right to acquire or purchase any ownership interest used in the owned real property businesses of Malvern the SB Entities are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with SB’s past practices. (b) All Assets that are material to SB’s business, held under leases or subleases by any of the SB Entities, are held under valid Contracts enforceable in accordance with their respective terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought), and to the Knowledge of SB, each such Contract is in full force and effect. (c) The SB Entities currently maintain insurance, including bankers’ blanket bonds, with insurers of recognized financial responsibility, in such amounts as management of SB has reasonably determined to be prudent. None of the SB Entities has received written notice from any insurance carrier that (i) any policy of insurance will be canceled or that coverage thereunder will be reduced or eliminated, (ii) premium costs with respect to such policies of insurance will be substantially increased, or (iii) similar coverage will be denied or limited or not extended or renewed with respect to any SB Entity, any act or occurrence, or that any Asset, officer, director, employee or agent of any SB Entity will not be covered by such insurance or bond. Except as disclosed in Section 4.10(c) of the SB Disclosure Memorandum, there are presently no claims for amounts exceeding $50,000 individually or in the aggregate pending under such policies of insurance or bonds, and no written notices of claims in excess of such amounts have been given by any SB Entity under such policies. SB has made no claims, and no claims are contemplated to be made, under its Subsidiaries directors’ and officers’ errors and omissions or any portion thereofother insurance or bankers’ blanket bond.

Assets. DPC or one of the other Transferred Business Companies owns, leases or has the legal right (aincluding pursuant to the Related Agreements) Except as set forth to use all material Assets (other than (i) Real Property, which is the subject of Section 3.13, (ii) Intellectual Property, which is the subject of 3.14 and (iii) the Transferred Equipment) reflected on Section 4.13 of Malvern’s Disclosure Memorandumthe Balance Sheet or, each Malvern Entity has good and marketable title to those Assets reflected in the most recent Malvern Financial Statements as being owned except for Excluded Assets, thereafter acquired by the Malvern Entities or acquired after the date thereof (Transferred Business except for immaterial Assets or Assets those sold or otherwise disposed of since the date thereof of the Balance Sheet in the Ordinary Courseordinary course of business consistent with past practice and not in violation of this Agreement. DuPont owns, leases or has the legal right to use all of the Transferred Equipment. DPC or one of the other Transferred Business Companies has good and valid title to (or in the case of leased Assets, valid leasehold interests in) all Transferred Assets free and clear of all Encumbrances except Permitted Encumbrances (other than (i) Real Property, (ii) Intellectual Property, or (iii) the Transferred Equipment). DuPont has good and valid title to (or in the case of leased Assets, valid leasehold interests in) the Transferred Equipment free and clear of all Encumbrances except Permitted Encumbrances. Upon consummation of the Sale, Buyer will have acquired good and valid title to the Transferred Equipment, free and clear of all LiensEncumbrances, except (a) statutory Liens securing payments not yet due or any discount with, borrowing from or other obligations to inter-bank credit facilities, or any transaction by a Malvern Entity acting in a fiduciary capacitythan Permitted Encumbrances. Except for the Excluded Assets, (bi) Liens for Taxes not yet due and payable the Transferred Assets comprise all the Assets (other than Intellectual Property) primarily employed or which is being contested primarily used in appropriate proceedings, (c) easements, rights of way, and other similar encumbrances that do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (e) Liens described and reflected in the Malvern Financial Statements (collectively, “Permitted Liens”). Malvern is the fee simple owner of all owned real property or has a valid leasehold interest of all leasehold estates reflected in the most recent Malvern Financial Statements, free and clear of all Liens of any nature whatsoever, except for Permitted Liens, and is in possession of or has the right under valid and existing leases to use the properties purported to be owned or leased thereunder, as applicable. There are no pending or, to the Knowledge of Malvern, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by Xxxxxxx. Malvern DuPont and its Subsidiaries own or lease all properties as are necessary to their operations as now conducted. No person has any option or right to acquire or purchase any ownership interest in the owned real property conduct and operation of Malvern the Transferred Business and (ii) there are no Assets (other than Intellectual Property, Assets being leased pursuant to a Lease or any services being provided under a Site Services Agreement, in each case that is a Related Agreement) which are material to the conduct of its Subsidiaries or any portion thereofthe Transferred Business as currently conducted other than the Transferred Assets.

Assets. (a) Except as set forth on Section 4.13 of Malvern’s Disclosure Memorandum, each Malvern Entity has good and marketable title to those Assets reflected in the most recent Malvern Financial Statements as being owned by the Malvern Entities or acquired after the date thereof (Allied Disclosure Schedule and except for immaterial Assets or Assets sold or otherwise disposed of since the date thereof March 31, 1998 in the Ordinary Course)ordinary course of business and consistent with past practice: (i) each of Allied and the Allied Subsidiaries has good title to all Assets that are disclosed or otherwise reflected in its March 31, 1998 Quarterly Statement or unaudited GAAP Financial Statements for the three months ended March 31, 1998, as the case may be, and all Assets acquired thereafter, and all such Assets are owned by such Persons, free and clear of all Liens, except (a) statutory Liens securing payments not yet due other than Permitted Liens, and the bonds, notes, debentures and other evidences of indebtedness that constitute Investment Assets, disclosed or any discount withotherwise reflected in its March 31, borrowing from 1998 Quarterly Statement or other obligations to inter-bank credit facilitiesunaudited GAAP Financial Statements for the three months ended March 31, 1998, as the case may be, or any transaction by a Malvern Entity acting in a fiduciary capacityacquired thereafter, (b) Liens for Taxes not yet due are, to the Knowledge of each of Allied and payable or which is being contested in appropriate proceedingsthe Allied Subsidiaries, (c) easements, rights of way, and other similar encumbrances that do not materially affect the use as of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such propertiesdate of this Agreement, (d) such imperfections or irregularities of title or Liens as do not materially affect in all material respects collectible in accordance with the use terms of the properties or Investment Assets subject thereto or affected thereby or otherwise materially impair business operations at such propertiesand the documents relating thereto; (ii)(A) Allied and each Allied Subsidiary owns good and indefeasible, (e) Liens described and reflected in the Malvern Financial Statements (collectively, “Permitted Liens”). Malvern is the marketable fee simple owner of all owned real property title to, or has a valid leasehold interest in, all real property used in the conduct of its Business or of a type which would be required to be specifically disclosed by an Allied Insurer in Schedule A of its Annual Statement, free and clear of all leasehold estates reflected Liens, other than Permitted Liens; (B) in the most recent Malvern Financial Statementsaggregate all real property, other than unimproved land, is, in all material respects, in working condition, without need for repair and suitable for its current uses; (C) no improvement on any such real property owned or leased by Allied or any Allied Subsidiary encroaches upon any real property of another Person without an appurtenant easement or other legal right allowing such encroachment, nor encroaches over any applicable set back lines without the benefit of non-conforming use status, a variance or adequate insurance insuring against any Liability due to the attempted enforceability of the Law creating such set back line, the result of which encroachments, individually or in the aggregate, are reasonably likely to have a Material Adverse Effect; and (D) Allied and each Allied Subsidiary owns, leases or, in all material respects, has the valid right to use adequate means of ingress and egress to, from and over all such real property; (iii) Allied and each Allied Subsidiary owns good and indefeasible title to, or has a valid leasehold interest in or has a valid right under Contract to use, all personal property that is material to the conduct of its Business, free and clear of all Liens of any nature whatsoever, except for other than Permitted Liens, and, in the aggregate, all such personal property is, in all material respects, in good operating condition and is repair, ordinary wear and tear excepted, and is, in possession of or all material respects, suitable and adequate for its current uses; and (iv) Allied and each Allied Subsidiary has the right under valid and existing leases to use free and clear of any royalty or other payment obligations, claims of infringement or alleged infringement or other Liens, other than Permitted Liens and other than contractual agreements with respect to licensing and maintenance fees, all Intellectual Property that is material to the properties purported to be owned or leased thereunderconduct of its Business, all of which (other than related documentation, manuals, training materials and policy forms), as applicable. There are no pending orof the date of this Agreement, to the Knowledge of Malvern, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by Xxxxxxx. Malvern and its Subsidiaries own or lease all properties as are necessary to their operations as now conducted. No person has any option or right to acquire or purchase any ownership interest listed in the owned real property of Malvern Allied Disclosure Schedule; and neither Allied nor any Allied Subsidiary is in material conflict with or violation or infringement of, nor has Allied or any Allied Subsidiary received any notice of its Subsidiaries any such conflict with or violation or infringement of, any portion thereofasserted rights of any other Person with respect to any Intellectual Property, including, without limitation, the Intellectual Property listed in the Allied Disclosure Schedule.

Assets. The provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders (including the Swingline Lender and each Issuing Bank), and neither the Company nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” as used herein or in any other Loan Documents (or any similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) Except as set forth on Section 4.13 of Malvern’s Disclosure Memorandum, each Malvern Entity has good and marketable title the Administrative Agent shall not be subject to those Assets reflected in the most recent Malvern Financial Statements as being owned by the Malvern Entities or acquired after the date thereof (except for immaterial Assets or Assets sold or otherwise disposed of since the date thereof in the Ordinary Course), free and clear of all Liens, except (a) statutory Liens securing payments not yet due or any discount with, borrowing from fiduciary or other obligations to inter-bank credit facilitiesimplied duties, or any transaction by regardless of whether a Malvern Entity acting in a fiduciary capacityDefault has occurred and is continuing, (b) Liens for Taxes the Administrative Agent shall not yet due have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and payable powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or which is being contested such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in appropriate proceedingsSection 9.02), and (c) easementsexcept as expressly set forth in the Loan Documents, rights of waythe Administrative Agent shall not have any duty to disclose, and other similar encumbrances that do shall not materially affect be liable for the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such propertiesfailure to disclose, (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (e) Liens described and reflected in the Malvern Financial Statements (collectively, “Permitted Liens”). Malvern is the fee simple owner of all owned real property or has a valid leasehold interest of all leasehold estates reflected in the most recent Malvern Financial Statements, free and clear of all Liens of any nature whatsoever, except for Permitted Liens, and is in possession of or has the right under valid and existing leases to use the properties purported to be owned or leased thereunder, as applicable. There are no pending or, information relating to the Knowledge of Malvern, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by Xxxxxxx. Malvern and its Subsidiaries own or lease all properties as are necessary to their operations as now conducted. No person has any option or right to acquire or purchase any ownership interest in the owned real property of Malvern Company or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any portion thereof.of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Company or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the Company), 139 independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Banks and the Company. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Company, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. Each Lender acknowledges that the extensions of credit made hereunder are commercial loans and letters of credit and not investments in a business enterprise or securities. Each Lender further acknowledges that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender, and to make, acquire or hold Loans hereunder. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder and in deciding whether or the extent to which it will continue as a Lender or assign or otherwise transfer its rights, interests and obligations hereunder. None of the Lenders, if any, identified in this Agreement as a Syndication Agent or Documentation Agent shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. Each Lender hereby makes the same acknowledgments with respect to the relevant Lenders in their respective capacities as Syndication Agent or Documentation Agents, as applicable, as it makes with respect to the Administrative Agent in the preceding paragraph. 140 The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Administrative Agent) authorized to act for, any other Lender. The Administrative Agent shall have the exclusive right on behalf of the Lenders to enforce the payment of the principal of and interest on any Loan after the date such principal or interest has become due and payable pursuant to the terms of this Agreement. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the New York Uniform Commercial Code. Each Lender authorizes the Administrative Agent to enter into each of the Collateral Documents to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Secured Party (other than the Administrative Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, it being understood and agreed that such rights and remedies may be exercised solely by the Administrative Agent for the benefit of the Secured Parties upon the terms of the Collateral Documents. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) as described in Section 9.02(d); (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto. Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Company to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of the Company or any Subsidiary in respect of) all interests retained by the Company or any Subsidiary, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agent. In case of the pendency of any proceeding with respect to any Loan Party under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, the Administrative Agent (irrespective of whether the principal of any Loan or any LC Disbursement shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Company or any other Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:

Assets. (a) Except as set forth on Section 4.13 of Malvern’s Disclosure Memorandum, each Malvern Entity has good On and marketable title to those Assets reflected in the most recent Malvern Financial Statements as being owned by the Malvern Entities or acquired after the effective date thereof (except of such assignment, such Purchaser shall for immaterial Assets all purposes be a Lender party to this Agreement and any other Loan Document executed by or Assets sold or otherwise disposed of since the date thereof in the Ordinary Course), free and clear of all Liens, except (a) statutory Liens securing payments not yet due or any discount with, borrowing from or other obligations to inter-bank credit facilities, or any transaction by a Malvern Entity acting in a fiduciary capacity, (b) Liens for Taxes not yet due and payable or which is being contested in appropriate proceedings, (c) easements, rights of way, and other similar encumbrances that do not materially affect the use on behalf of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such propertiesLenders and shall have all the rights, (d) such imperfections or irregularities benefits and obligations of title or Liens as do not materially affect a Lender under the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (e) Liens described and reflected in the Malvern Financial Statements (collectively, “Permitted Liens”). Malvern is the fee simple owner of all owned real property or has a valid leasehold interest of all leasehold estates reflected in the most recent Malvern Financial Statements, free and clear of all Liens of any nature whatsoever, except for Permitted Liens, and is in possession of or has the right under valid and existing leases to use the properties purported to be owned or leased thereunder, as applicable. There are no pending orLoan Documents, to the Knowledge same extent as if it were an original party thereto, and the transferor Lender shall be released from any further obligations with respect to the Outstanding Credit Exposure assigned to such Purchaser without any further consent or action by the Borrower, USI, the Lenders or the Agent. In the case of Malvernan assignment covering all of the assigning Lender’s rights, threatened condemnation benefits and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the Loan Documents. Any assignment or eminent domain proceedings against transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.2. Upon the consummation of any real property assignment to a Purchaser pursuant to this Section 12.3.3, the transferor Lender, the Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that is owned or leased its Revolving Loans be evidenced by XxxxxxxNotes, make appropriate arrangements so that, upon cancellation and surrender to the Borrower of the Notes (if any) held by the transferor Lender, new Notes or, as appropriate, replacement Notes are issued to such transferor Lender, if applicable, and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Commitments (or, if the Facility Termination Date has occurred, their respective Outstanding Credit Exposure), as adjusted pursuant to such assignment. Malvern and its Subsidiaries own or lease all properties as are necessary Each Purchaser shall not be entitled to their operations as now conducted. No person has receive any option or right to acquire or purchase any ownership interest in greater payment under Section 3.5 than the owned real property of Malvern or any of its Subsidiaries or any portion thereoftransferor Lender would have received had such transfer not occurred.

Assets. (a) Except as set forth on Section 4.13 of Malvern’s Disclosure Memorandum, each Malvern Entity Such Contributed Subsidiary owns (and in which case has good and marketable title to those Assets reflected in the most recent Malvern Financial Statements as being owned by the Malvern Entities or acquired after the date thereof (except for immaterial Assets or Assets sold or otherwise disposed of since the date thereof in the Ordinary Course)title, free and clear of all Liens, except (a) statutory Liens securing payments not yet due or any discount with, borrowing from or other obligations to inter-bank credit facilities, or any transaction by a Malvern Entity acting in a fiduciary capacity, (b) Liens for Taxes not yet due and payable or which is being contested in appropriate proceedings, (c) easements, rights of way, and other similar encumbrances that do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (e) Liens described and reflected in the Malvern Financial Statements (collectively, “than Permitted Liens”, to). Malvern is the fee simple owner of all owned real property or , leases (and in which case has a valid leasehold interest of all leasehold estates reflected in the most recent Malvern Financial Statementsinterest, free and clear of all Liens of any nature whatsoeverLiens, except for other than Permitted Liens, and is in possession of to) or has the legal and valid right under valid and existing leases to use all of its Assets. (b) Each Contributed Subsidiary’s Assets, together with any Shared Assets and the properties purported Assets and services to be owned or leased thereunder, as applicable. There are no pending or, made available to any such Contributed Subsidiary pursuant to the Knowledge other Transaction Documents (including the applicable Transition Services Agreement and Intellectual Property to be licensed or to which access is otherwise provided under the applicable IP License Agreement), include: (i) all Manufacturing Assets, computers and other electronic data processing equipment, fixtures, furniture, motor vehicles and other transportation equipment and other tangible personal property that, in the aggregate, are sufficient and necessary for such Contributed Subsidiary to continue immediately after the Closing to operate such Contributed Subsidiary’s Business in a manner substantially similar to the manner in which it is currently operated in all material respects (except as otherwise contemplated by the Transaction Documents), which tangible personal property is, in all material respects (1) in good operating condition and repair, (2) adequate for the uses to which it is being put, and (3) not in need of Malvernmaintenance or repairs except for ordinary, threatened condemnation or eminent domain proceedings against routine maintenance and repairs; (ii) assuming that any real property required Consents have been obtained, all Governmental Approvals, in the aggregate, that are sufficient and necessary for such Contributed Subsidiary to continue immediately after the Closing to - 18 - operate such Contributed Subsidiary’s Business in a manner substantially similar to the manner in which it is currently operated in all material respects (except as otherwise contemplated by the Transaction Documents); (iii) Intellectual Property that is owned sufficient and necessary for such Contributed Subsidiary to continue immediately after the Closing to operate such Contributed Subsidiary’s Business in a manner substantially similar to the manner in which it is currently operated in all material respects (except as otherwise contemplated by the Transaction Documents or leased with respect to any non-transferred software contemplated by Xxxxxxx. Malvern Section 5.18); and its Subsidiaries own or lease all properties as are necessary to their operations as now conducted. No person has any option or right to acquire or purchase any ownership interest (iv) in the owned real property aggregate, all Assets sufficient and necessary for such Contributed Subsidiary to continue immediately after the Closing to conduct such Contributed Subsidiary’s Business in a manner substantially similar to the manner in which it was operated as of Malvern the date of this Agreement in all material respects (except as otherwise contemplated by the Transaction Documents). (c) As of the Closing, no Contributed Subsidiary will be involved, directly or indirectly, in any of its Subsidiaries or any portion thereof.business other than the Business. 4.10

Assets. (a) Except as set forth in Section 3.6(a) of the Disclosure Schedule, on Section 4.13 January 31, 2000, Osicom and each of Malvern’s Disclosure Memorandumits Subsidiaries had and, except with respect to assets disposed of or acquired in the ordinary course of business and consistent with past practice since such date, Osicom and each Malvern Entity has of its Subsidiaries now has, good and marketable valid title to, or holds by valid and existing lease or license, all the assets reflected as assets of Osicom and its Subsidiaries on the Osicom Balance Sheet or which would have been reflected on the Osicom Balance Sheet if acquired prior to those Assets reflected in the most recent Malvern Financial Statements as being owned by the Malvern Entities or acquired after the date thereof (except for immaterial Assets or Assets sold or otherwise disposed of since the date thereof in the Ordinary Course)such date, free and clear of all Liens, Encumbrances except for: Encumbrances which secure indebtedness or obligations which are properly reflected on the Osicom Balance Sheet and Permitted Liens (aas defined in Section 10.16). Except as set forth in Section 3.9(a) statutory Liens securing payments not yet due or any discount with, borrowing from or other obligations to inter-bank credit facilities, or any transaction by a Malvern Entity acting in a fiduciary capacity, (b) Liens for Taxes not yet due and payable or which is being contested in appropriate proceedings, (c) easements, rights of way, and other similar encumbrances that do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such propertiesDisclosure Schedule, (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (e) Liens described and reflected in the Malvern Financial Statements (collectively, “Permitted Liens”). Malvern is the fee simple owner of all owned real property or has a valid leasehold interest of all leasehold estates reflected in the most recent Malvern Financial Statements, free and clear of all Liens of any nature whatsoever, except for Permitted Liens, and is in possession of or has the right under valid and existing leases to use the properties purported to be owned or leased thereunder, as applicable. There are no pending or, to the Knowledge of Malvern, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by Xxxxxxx. Malvern Osicom and its Subsidiaries own own, or lease have valid leasehold interests in, all properties material assets, tangible and intangible, necessary for the operation or conduct of Osicom's and such Subsidiary's business as conducted prior to and through the Closing Date (the "Osicom Assets"), and all such assets are in reasonably good maintenance, operating condition and repair, normal wear and tear excepted, other than machinery and equipment under repair or out of service in the ordinary course of Osicom's or such Subsidiary's business. The Osicom Assets include, without limitation, all right, title and interest to the hubs, switches, LAN adapters, FDDI, VME boards, stand alone print servers, Nethopper and all other network access business assets, and all associated know-how and proprietary information related thereto, that (i) are necessary for Sync to their operations as now conducted. No person has any option or right to acquire or purchase any ownership interest operate Osicom's business in the manner in which Osicom has operated the same, and (ii) were owned real property of Malvern by the Shareholder or any of its Subsidiaries or any portion thereofas of January 31, 2000.

Assets. (a) Except as set forth for those Liens listed on Section 4.13 of Malvern’s Disclosure MemorandumSchedule 3.10, each Malvern Entity on the date hereof, Seller has good and marketable valid title to those all the Assets reflected in the most recent Malvern Financial Statements as being owned by the Malvern Entities or acquired after the date thereof (except for immaterial Assets or Assets sold or otherwise disposed of since the date thereof in the Ordinary Course), free and clear of any and all Liens other than Permitted Liens. Except for the Lien listed in item number 1 on Schedule 3.10, on the Closing Date, Seller will have good and valid title to all the Assets free and clear of any and all Liens other than Permitted Liens. The Assets include all material assets required for the continued conduct of the Business by Buyer as now being conducted or material to the financial condition or results of operations of the Business, except (a) statutory Liens securing payments for the Excluded Assets. On the date hereof and at the Closing, the assets do not yet due or any discount with, borrowing from and will not include stock of or other obligations equity interests in any Person other than the stock of or other equity interests in the Seller Foreign Subsidiaries; provided, however, that if Buyer elects to inter-bank credit facilitiesacquire directly the Assets held by such Seller Foreign Subsidiary pursuant to clause (i) of Section 5.1(l), then the Assets will not include at the Closing the stock of or any transaction by a Malvern Entity acting other equity interest in a fiduciary capacity, (b) Liens for Taxes not yet due such Seller Foreign Subsidiary. All the issued and payable or which is being contested in appropriate proceedings, (c) easements, rights outstanding shares of way, and other similar encumbrances that do not materially affect the use each of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (e) Liens described and reflected in the Malvern Financial Statements Seller Foreign Subsidiaries (collectively, “Permitted Liens”the "Shares") are owned, beneficially and of record, by Seller, are validly issued, fully paid, and nonassessable, and have been issued in full compliance with all Applicable Laws. No stock of any Seller Foreign Subsidiary constitutes treasury stock. Other than this Agreement, there are no outstanding subscriptions, options, rights, warrants, stock-based or stock-related awards, convertible, exercisable or exchangeable securities, or other agreements or commitments obligating any Seller Foreign Subsidiary or Seller to issue, grant, award, purchase, acquire, sell or transfer any shares of any Seller Foreign Subsidiary's capital stock of any class, or other securities of any Seller Foreign Subsidiary (including, without limitation, any agreement or commitment obligating any Seller Foreign Subsidiary to enter into any employee compensation arrangement based on any valuation or transaction price of, or change of ownership in, shares of its capital stock), and the Seller Foreign Subsidiaries and Seller shall not issue, grant, award, purchase, acquire, sell or transfer such capital stock or other securities prior to the Closing. Malvern There are no voting trusts, proxies or other agreements or understandings to which any Seller Foreign Subsidiary or Seller is a party with respect to the voting of capital stock of any Seller Foreign Subsidiary. Seller is the fee simple owner sole owner, beneficially and of record, of all owned real property or the Shares, and has a good and valid leasehold interest of all leasehold estates reflected in title to the most recent Malvern Financial StatementsShares, free and clear of all Liens of any nature whatsoeverkind. In the event Buyer makes the election to acquire the Shares pursuant to Section 5.1(l), except upon delivery to Buyer at the Closing of certificates representing the Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank in proper form for Permitted Lienstransfer, good and is in possession of or has the right under valid and existing leases to use the properties purported to be owned or leased thereunder, as applicable. There are no pending or, title to the Knowledge Shares will pass to Buyer, free and clear of Malvernall Liens of any kind, threatened condemnation other than those arising from acts of Buyer. Other than this Agreement, the Shares are not subject to any voting commitment or eminent domain proceedings against understanding restricting or otherwise relating to voting, dividend rights or the disposition of the Shares or otherwise. None of the Seller Foreign Subsidiaries owns, directly or indirectly, any real property that is owned interest or leased by Xxxxxxx. Malvern and its Subsidiaries own investment (whether in equity or lease all properties as are necessary to their operations as now conducted. No person has debt) in any option corporation, partnership, business, trust or right to acquire or purchase any ownership interest in the owned real property of Malvern or any of its Subsidiaries or any portion thereofother Person.

Assets. If either (ax) Except as set forth on Section 4.13 of Malvern’s Disclosure MemorandumMycosol or, each Malvern Entity has good and marketable title (y) following a previous Permitted Elion Transfer, Elion wishes to those Assets reflected in the most recent Malvern Financial Statements as being owned by the Malvern Entities or acquired after the date thereof (except for immaterial Assets or Assets sold grant, transfer, sell, assign or otherwise disposed dispose of since any of the date thereof in the Ordinary CourseIntellectual Property (collectively “Transfer”), free and clear of all Liens, except (a) statutory Liens securing payments not yet due whether to a third party or any discount with, borrowing from or other obligations to inter-bank credit facilitiesRelated Party, or to encumber or permit any of such assets to be encumbered in any manner (otherwise than pursuant to a Transfer that is a Permitted Elion Transfer or an encumbrance to an institutional lender to secure borrowings by Mycosol or Elion as applicable), or if Mycosol wishes to permit Elion to enter into a transaction that would be prohibited by a Malvern Entity acting in a fiduciary capacityparagraph 9 above, Mycosol or Elion as applicable shall first provide written notice to the Investor requesting the Investor’s consent to such Transfer, encumbrance or transaction (b) Liens for Taxes not yet due and payable or which is being contested in appropriate proceedings, (c) easements, rights of way, and other similar encumbrances that do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (e) Liens described and reflected in the Malvern Financial Statements (collectively, “Permitted LiensConsent Request Notice”). Malvern The Consent Request Notice shall contain sufficient information with respect to the proposed Transfer, encumbrance or transaction (the “Proposed Transaction”) to permit Investor to make a reasonably informed decision as to whether or not the Proposed Transaction is the fee simple owner of all owned real property or has a valid leasehold interest of all leasehold estates reflected in the most recent Malvern Financial Statementsbest interests of Mycosol and the Investor. On receipt of a Consent Request Notice including the information referred to above, free and clear of all Liens of any nature whatsoeverthe Investor shall have 14 days within which to advise Mycosol in writing whether the Investor consents to the Proposed Transaction, except for Permitted Liens, and is in possession of or has the right under valid and existing leases to use the properties purported such consent not to be owned unreasonably withheld. If the Investor does not so consent to the Proposed Transaction and Mycosol or leased thereunderElion, as applicable. There , wishes to proceed with the Proposed Transaction, it may do so, provided that the terms of the transaction so implemented are no pending or, the same as the terms that were described to Investor in the Consent Request Notice in respect of the Proposed Transaction and provided that Veridien has consented to the Knowledge Proposed Transaction. In the event that Mycosol or Elion, as applicable, decides to proceed with any Proposed Transaction that requires the delivery of Malverna Consent Request Notice pursuant to this paragraph 10 and to which the Investor does not consent after receiving a Consent Request Notice, threatened condemnation Mycosol or eminent domain proceedings against any real property that is owned or leased by Xxxxxxx. Malvern and its Subsidiaries own or lease all properties Elion, as are necessary to their operations as now conducted. No person has any option or right to acquire or purchase any ownership interest in applicable, may do so on the owned real property of Malvern or any of its Subsidiaries or any portion thereof.following terms:

Assets. Prior to the Distribution Time, BCHI and the BCHI Subsidiaries will transfer to a newly created Subsidiary of BCHI or to Tempo Telecom, LLC or another current subsidiary of BCHI approved by the Company (asuch company being hereinafter referred to as “Spinco”) Except (i) all customer contracts and accounts relating thereto with respect to the then existing consumer business of BCHI and the BCHI Subsidiaries and all customer contracts and accounts relating thereto with respect to their single-line business services business located in the United States (collectively, the “Consumer/SMB Business Customers”), (ii) any assets that are used solely to support the Consumer/SMB Business Customers in the United States, and (iii) any other assets that are reasonably agreed by the Parties as necessary to support the services provided to the Consumer/SMB Business Customers. The services currently provided by BCHI and the BCHI Subsidiaries to the Consumer/SMB Business Customers include landline local voice services, associated long distance voice services, associated ancillary services such as adjunct-to-basic services that are intended to facilitate completion of calls through utilization of basic telephone service facilities including, but not limited to, call waiting, speed dialing, caller ID, call blocking, call forwarding, and voicemail, and associated carrier access services; the Tempo consumer wireless voice and data services (collectively, the “Consumer/SMB Business”). For avoidance of doubt, the patents set forth on Section 4.13 of Malvern’s Disclosure MemorandumAnnex 1 to this Exhibit D will not be transferred to Spinco but Spinco will have a perpetual, each Malvern Entity has good and marketable title royalty free license to those Assets reflected use such patents in the most recent Malvern Financial Statements United States.x The parties hereto agree that Annex 2 to Exhibit D (the “Existing Annex”) will be amended (as being owned amended, the “Revised Annex”) to remove the Canadian assets and include, as agreed by the Malvern Entities or acquired after parties, certain additional assets based on customer metrics (category and RPUs) identified by the date thereof (except for immaterial Assets or Assets sold or otherwise disposed of since parties. The Revised Annex will be completed using the date thereof methodologies set forth in the Ordinary Course)Existing Annex. The parties agree to cooperate to finalize the Revised Annex no later than Tuesday, free and clear of all LiensFebruary 6, except (a) statutory Liens securing payments not yet due or any discount with, borrowing from or other obligations to inter-bank credit facilities, or any transaction by a Malvern Entity acting in a fiduciary capacity, (b) Liens for Taxes not yet due and payable or which is being contested in appropriate proceedings, (c) easements, rights of way2018, and other similar encumbrances that do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (d) such imperfections or irregularities of title or Liens attach same to this Amendment as do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (e) Liens described and reflected in the Malvern Financial Statements (collectively, “Permitted LiensExhibit B.”). Malvern is the fee simple owner of all owned real property or has a valid leasehold interest of all leasehold estates reflected in the most recent Malvern Financial Statements, free and clear of all Liens of any nature whatsoever, except for Permitted Liens, and is in possession of or has the right under valid and existing leases to use the properties purported to be owned or leased thereunder, as applicable. There are no pending or, to the Knowledge of Malvern, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by Xxxxxxx. Malvern and its Subsidiaries own or lease all properties as are necessary to their operations as now conducted. No person has any option or right to acquire or purchase any ownership interest in the owned real property of Malvern or any of its Subsidiaries or any portion thereof.

Assets. (a) Except as set forth on Section 4.13 Each of Malvern’s Disclosure Memorandum, each Malvern Entity the Company Entities has good and marketable title to those Assets reflected in the most recent Malvern Financial Statements as being all assets owned by them, and valid leasehold interests in all assets leased by them, that are material to the Malvern Entities or acquired after conduct of the date thereof Business (collectively, the “Assets”), in each case free and clear of all Encumbrances except for immaterial Assets or Assets sold or otherwise disposed (i) the obligations of since the date thereof in Company Entities under any end-user license agreements, (ii) Permitted Encumbrances and (iii) Encumbrances which solely secure Debt that will be included within the Ordinary Course)Estimated Closing Debt to be reflected on the Estimated Closing Statement. Upon consummation of the Closing, after giving effect to the payments of Debt to be made pursuant to Section 2.05 of this Agreement and the terms of any end-user license agreements, the Company Entities will hold good and marketable title to all of the assets owned by them, free and clear of all LiensEncumbrances other than (x) Permitted Encumbrance and (y) the obligations of the Company Group under any end-user license agreements. The Assets of the Company Group that will be assets of the Company Group immediately after the consummation of the Merger represent all of the assets and properties necessary to conduct the business of the Company Group, except (a) statutory Liens securing payments not yet due as presently conducted and, collectively, represent all of the assets and properties used or any discount withcurrently intended for use in the conduct of the business of the Company Group, borrowing from or other obligations to inter-bank credit facilitiesas presently being conducted, or any transaction by a Malvern Entity acting in a fiduciary capacityincluding without limitation, (bi) Liens for Taxes not yet due and payable all software products owned or which is being contested in appropriate proceedings, (c) easements, rights of waylicensed by the Company Group and/or marketed under the Company’s name, and all e-data management system products, and all components and modules thereto and the source code, object code, data and documentation associated therewith and the copyrights (registered and non-registered), trade secrets, trademarks, tradenames and other similar encumbrances that do not materially affect proprietary rights associated therewith; (ii) all fixed assets related thereto; (iii) any and all customer lists related thereto; (iv) all customer contracts; (v) all vendor contracts; and (vi) the use goodwill associated therewith. Set forth on Schedule 3.16(a) of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (d) such imperfections or irregularities Company Disclosure Schedule is a listing of title or Liens as do not materially affect the use all current and prior corporate names of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such propertiesCompany and its Subsidiaries, (e) Liens described and reflected in all assumed names under which the Malvern Financial Statements (collectively, “Permitted Liens”). Malvern is the fee simple owner of all owned real property or has a valid leasehold interest of all leasehold estates reflected in the most recent Malvern Financial Statements, free and clear of all Liens of any nature whatsoever, except for Permitted Liens, and is in possession of or has the right under valid and existing leases to use the properties purported to be owned or leased thereunder, as applicable. There are no pending or, to the Knowledge of Malvern, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by Xxxxxxx. Malvern Company and its Subsidiaries own or lease conduct business and all properties as are necessary to their operations as now conducted. No person has names of all predecessor companies of the Company Group, including the names of any option or right to acquire or purchase entities acquired by any ownership interest entity in the Company Group (by stock purchase, merger or otherwise) or owned real by any such entity or from which any such entity previously acquired material assets. All machinery, plant and equipment, furniture, fixtures and other material items of personal property used in the Business are in good operating condition and fit for operation in the Ordinary Course of Malvern or any Business (subject to normal wear and tear) with no known defects that could reasonably be expected to materially interfere with the conduct of its Subsidiaries or any portion thereofnormal operations of such machinery, equipment, furniture, fixtures and other personal property and are suitable for the purposes for which they are currently being used.

Assets. (a) Except as set forth on disclosed in Section 4.13 5.9 of Malvern’s the Foilmark Disclosure MemorandumMemorandum or as disclosed or reserved against in the Foilmark Financial Statements delivered prior to the date of this Agreement, each Malvern Entity has the Foilmark Companies have good and marketable title to those Assets reflected in the most recent Malvern Financial Statements as being owned by the Malvern Entities or acquired after the date thereof (except for immaterial Assets or Assets sold or otherwise disposed of since the date thereof in the Ordinary Course)title, free and clear of all Liens, except to all of their respective Assets. All tangible properties used in the businesses of the Foilmark Companies are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with Foilmark's past practices. Section 5.9 of the Foilmark Disclosure Memorandum sets forth, as of the date of this Agreement (ax) statutory Liens securing payments not yet due all real property owned by Foilmark and its Subsidiaries, singly or any discount with, borrowing from in common or joint venture with each other or other obligations to inter-bank credit facilities, entities or any transaction by a Malvern Entity acting in a fiduciary capacity, (b) Liens for Taxes not yet due and payable or which is being contested in appropriate proceedings, (c) easements, rights of wayindividuals, and (y) all real property that Foilmark and its Subsidiaries has leased or subleased among themselves or from a third party, singly or in common or joint venture with each other similar encumbrances that do not materially affect the use or with other entities or individuals. All items of inventory of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (e) Liens described and Foilmark Companies reflected in the Malvern Financial Statements (collectively, “Permitted Liens”). Malvern is the fee simple owner of all owned real property or has a valid leasehold interest of all leasehold estates reflected in on the most recent Malvern balance sheet included in the Foilmark Financial Statements, free Statements delivered prior to the date of this Agreement and clear of all Liens of any nature whatsoever, except for Permitted Liens, prior to the Effective Time consisted and is in possession of or has the right under valid and existing leases to use the properties purported to be owned or leased thereunderwill consist, as applicable, of items of a quality and quantity usable and saleable in the ordinary course of business and conform to generally accepted standards in the industry in which the Foilmark Companies are a part. There All Assets which are material to Foilmark's business on a consolidated basis, held under leases or subleases by any of the Foilmark Companies, are held under valid Contracts enforceable in accordance with their respective terms, and each such Contract is in full force and effect. Section 5.9 of the Foilmark Disclosure Memorandum sets forth the scope of coverage of all of Foilmark's insurance policies as of the date of this Agreement, the term of each such policy and the premiums relating thereto. None of the Foilmark Companies has received notice from any insurance carrier that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. Except as disclosed in Section 5.9 of the Foilmark Disclosure Memorandum, there are presently no claims pending or, under such policies of insurance and no notices of denial of any material claim have been received by any Foilmark Company under such policies within the past twelve months. The Assets of the Foilmark Companies include all Assets required to operate the Knowledge business of Malvern, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by Xxxxxxx. Malvern and its Subsidiaries own or lease all properties the Foilmark Companies as are necessary to their operations as now presently conducted. No person has any option or right to acquire or purchase any ownership interest in the owned real property of Malvern or any of its Subsidiaries or any portion thereof.5.10

Assets. (a) Except as set forth on in Section 4.13 3.14(a) of Malvern’s the Disclosure MemorandumSchedule, the Purchased Entities and the Asset Sellers (with respect to the Acquired International Structured Finance Business) own or lease (or, after giving effect to transfer of the Other Acquired Business Assets pursuant to Section 5.12, will own or lease) all Property required to conduct each Acquired Business in the ordinary and usual course of businesses consistent with their respective past practices (collectively, the "Assets"). Except as set forth in Section 3.14(a) of the Disclosure Schedule, after giving effect to transfer of the Other Acquired Business Assets pursuant to Section 5.12, each Malvern Purchased Entity has will have good and marketable valid title to those Assets reflected in the most recent Malvern Financial Statements as being owned all Property used or held for use by the Malvern Entities or acquired after the date thereof (except for immaterial Assets or Assets sold or otherwise disposed of since the date thereof in the Ordinary Course)it, free and clear of all Liens, except (aEncumbrances other than Permitted Encumbrances. Except as set forth in Section 3.14(a) statutory Liens securing payments not yet due or any discount with, borrowing from or other obligations to inter-bank credit facilities, or any transaction by a Malvern Entity acting in a fiduciary capacity, (b) Liens for Taxes not yet due and payable or which is being contested in appropriate proceedings, (c) easements, rights of way, and other similar encumbrances that do not materially affect the use of the properties Disclosure Schedule, no Purchased Entity and no Asset Seller (with respect to the Acquired International Structured Finance Business) is a lessee under any lease of tangible personal Property involving annual aggregate payments in respect thereof in excess of $600,000 other than those which may be canceled by such Purchased Entity or Assets subject thereto Asset Seller without any payment or affected thereby or otherwise materially impair business operations at such properties, (dpenalty upon no more than 30 days' prior notice. Except as set forth in Section 3.14(a) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties Disclosure Schedule, the consummation of the Acquisition will not give rise to any right of any Person to (x) terminate any Purchased Entity's right or Assets subject thereto entitlement to use any Property currently used or affected thereby or otherwise materially impair business operations at such properties, (e) Liens described and reflected employed by it in the Malvern Financial Statements conduct of the Acquired Businesses as presently conducted by it or (collectively, “Permitted Liens”). Malvern is the y) require that any Purchased Entity obtain a consent or pay a fee simple owner of all owned real property in order to continue to use any Property currently used or has a valid leasehold interest of all leasehold estates reflected employed by it in the most recent Malvern Financial Statementsconduct of the Acquired Businesses as presently conducted by it. To Seller's Knowledge, free all Property of which a Purchased Entity is (or, after giving effect to transfer of the Other Acquired Business Assets pursuant to Section 5.12 hereof, will be) the lessee or obligor are in full force and clear of all Liens of any nature whatsoevereffect according to their terms and there are no outstanding defaults thereunder, except for Permitted Liens, and is in possession any defaults which could not reasonably be expected to give rise to any (i) right of or has the right under valid and existing leases to use the properties purported to be owned or leased termination thereunder, as applicable. There are no pending or(ii) right by any Person to recover Losses, to the Knowledge of Malverncharges, threatened condemnation penalties or eminent domain proceedings fees against any real property that is owned or leased by Xxxxxxx. Malvern and its Subsidiaries own or lease all properties as are necessary to their operations as now conducted. No person has any option or right to acquire or purchase any ownership interest Purchased Entity in excess of $100,000, in the owned real property aggregate or (iii) grant of Malvern injunctive or equitable relief against any of its Subsidiaries or any portion thereofPurchased Entity.

Assets. As of the Closing, the Owned Assets, together with (a) Except all Assets leased to the Company or the Company Subsidiary (collectively, the “Leased Assets”), (b) any and all Intellectual Property Rights and other Assets licensed to the Company or the Company Subsidiary (collectively, the “Licensed Assets”), (c) the rights or other benefits set forth in or contemplated by the Transition Services Agreement, the Professional Services Agreement and the License Agreement, (d) the rights or other benefits under Contracts of Seller and its Affiliates (other than the Company and the Company Subsidiary) under which the Company or the Company Subsidiary receives goods or services prior to Closing and set forth on Section 5.10 to the Disclosure Letter (such rights and other benefits, collectively, the “Retained Benefits”) and (e) services provided by Seller or any of its Affiliates (other than the Company and the Company Subsidiary) to the Company and the Company Subsidiary as set forth on Section 4.13 3.18(e) of Malvern’s the Disclosure MemorandumLetter (such services, each Malvern Entity has collectively, the “Retained Services”), will constitute all of the assets, properties, services and rights necessary for the conduct of the Business in substantially the same manner as presently conducted, subject to the terms thereof (including that the Transaction Documents contemplate changes in the manner in which the Business is currently operated). None of the Patents (as defined in the Distribution Agreement) distributed by the Company to the Seller Subsidiary pursuant to the Distribution Agreement dated April 22, 2010 (the “Distribution Agreement”) are necessary to the operation of the Business as currently conducted. The Company and the Company Subsidiary have (i) good and marketable title to those all Assets reflected in the most recent Malvern Financial Statements as being owned by them on the Malvern Entities or acquired after latest balance sheet included in the date thereof Financial Statements (except for immaterial Assets or Assets sold or otherwise disposed subject to changes in the ordinary course of business since the date thereof in the Ordinary Course), free and clear of all Liens, except (a) statutory Liens securing payments not yet due or any discount with, borrowing from or other obligations to inter-bank credit facilities, or any transaction by a Malvern Entity acting in a fiduciary capacity, (b) Liens for Taxes not yet due and payable or which is being contested in appropriate proceedings, (c) easements, rights of way, and other similar encumbrances that do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (dFinancial Statements) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (e) Liens described and reflected in the Malvern Financial Statements (collectively, the “Permitted LiensOwned Assets”). Malvern is the fee simple owner of all owned real property or has , (ii) a valid leasehold interest in all of the Leased Assets and (iii) a valid license right to use all leasehold estates reflected of the Licensed Assets, in the most recent Malvern Financial Statements, each case free and clear of all Liens other than Permitted Liens or Liens contemplated by Contracts relating thereto. Upon and immediately following the Closing, each of any nature whatsoever, except for Permitted Liens, the Company and is in possession of or has the right under valid and existing leases to use the properties purported Company Subsidiary will continue to be owned or leased thereunder, as applicable. There are no pending or, vested with good and marketable title to the Knowledge of MalvernOwned Assets, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by Xxxxxxx. Malvern a valid leasehold interest the Leased Assets and its Subsidiaries own or lease all properties as are necessary to their operations as now conducted. No person has any option or license right to acquire or purchase any ownership interest in the owned real property Licensed Assets, in each case free and clear of Malvern all Liens other than Permitted Lien or any Liens contemplated by Contracts relating thereto. All of its Subsidiaries the tangible Owned Assets and Leased Assets have been maintained in accordance with normal industry practice and are in good operating condition and repair (subject to normal wear and tear). Purchaser hereby acknowledges and agrees that the Retained Benefits and the Retained Services will be retained by Seller and will not be transferred or any portion thereofotherwise made available to Purchaser, the Company or the Company Subsidiary in connection with the transactions contemplated by this Agreement, except as specifically set forth in the Transaction Documents.

Assets. (a) Except The attached Schedule 2.11 contains a complete and accurate description and list of all buildings, machinery, equipment and other tangible assets in each case having a current or attributed value of not less than $20,000 (including the right to receive services pursuant to Section 7.1) necessary to permit Buyer (without regard to the characteristics of Buyer) to operate, as set forth on Section 4.13 of Malvern’s Disclosure Memorandumthe Closing and immediately after the Closing, each Malvern Entity has good the Company and marketable title to those Assets reflected its Subsidiaries’ business (i) in the most recent Malvern Financial Statements same manner as the business is currently being owned conducted by the Malvern Entities or acquired after the date thereof Company and its Subsidiaries and (except for immaterial Assets or Assets sold or otherwise disposed of since the date thereof ii) in the Ordinary Course), free and clear of all Liens, except (a) statutory Liens securing payments not yet due or any discount with, borrowing from or other obligations to inter-bank credit facilities, or any transaction by a Malvern Entity acting same manner as the business was conducted in a fiduciary capacity, (b) Liens for Taxes not yet due and payable or which is being contested generating the operating results depicted in appropriate proceedings, (c) easements, rights of way, and other similar encumbrances that do not materially affect the use income statement of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (d) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (e) Liens described and reflected in the Malvern Financial Statements (collectively, the “Permitted LiensCompany Tangible Assets”). Malvern In addition, the Company and each of its Subsidiaries has entered into agreements with their respective customers, each of which, to the Knowledge of The Company and its Subsidiaries, is in full force and effect on the fee simple owner date hereof and neither the Company nor any of all owned real property its Subsidiaries has received any notice from any customer of such customer’s intention to terminate any such agreement. The Company and its Subsidiaries have good title to, or has a valid leasehold and enforceable interest of all leasehold estates reflected in in, the most recent Malvern Financial StatementsCompany Assets, free and clear of all Liens (other than Permitted Liens). To the extent the property of any nature whatsoeverSeller, except for Permitted Liensall tangible assets and intangible assets and rights (excluding rights under, or in connection with, contracts and agreements with customers) related to or used in the business of the Company and its Subsidiaries are being transferred to Buyer hereby by Sellers and their Affiliates and, assuming Buyer does not change the way in which such assets have been utilized and such rights have been taken advantage of, in each case, immediately prior to the Closing, Buyer shall be able to use all such assets, and take advantage of all such rights, in substantially the same manner immediately after the Closing as such assets are currently used, or such rights are currently taken advantage of, by Sellers and their Affiliates. To the Knowledge of the Seller Group, each tangible asset of the Company and its Subsidiaries is free from material defects (patent and latent), has been maintained in accordance with Law and normal industry practice, is in good operating condition and repair (subject to normal wear and tear), and is in possession of or has suitable for the right under valid purposes for which it presently is used and existing leases to use presently is proposed by the properties purported to be owned or leased thereunder, as applicable. There are no pending or, to the Knowledge of Malvern, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by Xxxxxxx. Malvern Company and its Subsidiaries own to be used. For the avoidance of doubt, the parties acknowledge and agree the representations and warranties (including the contents of Schedule 2.11) are made as of the date hereof and are not intended to be, and are not an assurance of any post-Closing actions of customers or lease all properties as are necessary to their operations as now conducted. No person has any option or right to acquire or purchase any ownership interest in the owned real property of Malvern or any of its Subsidiaries or any portion thereofthird party contractual counterparties.

Assets. (a) Except as set forth on Section 4.13 of Malvern’s Disclosure Memorandum, each Malvern Entity Each Acquired Company has good title or leasehold interests in all the personal property and marketable title to those Assets other assets reflected in the on its most recent Malvern Financial Statements as being owned by the Malvern Entities Statements, or acquired after the date thereof (except for immaterial Assets or Assets sold or otherwise disposed of since the date thereof such date, in the Ordinary Course), each case free and clear of all Liens, except Liens other than (a) statutory Liens securing payments not yet due or any discount with, borrowing from or other obligations to inter-bank credit facilities, or any transaction by a Malvern Entity acting in a fiduciary capacity, (bi) Liens for current Taxes not yet due and payable or which is being contested in appropriate proceedingsgood faith and for which adequate provision has been made in the relevant Financial Statements, (cii) easementsmechanics’, rights of waycarriers’, workers’, repairers’, materialmen’s, warehousemen’s, and other similar encumbrances that Liens arising or incurred in the ordinary course of business, (iii) immaterial imperfections of title, or other Liens, if any, which have arisen in the ordinary course of business or do not materially affect impair the continued use or operation of such assets or otherwise individually or in the aggregate materially interfere with the conduct of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at Operations of such propertiesAcquired Company as now conducted, (div) such imperfections with respect to investments, restrictions on transfer under securities law or irregularities as set forth in agreements and instruments governing investments, and rights of title or set-off under banking and other agreements, (v) Liens as do not materially affect relating to required deposits with insurance departments, (vi) Liens representing the use rights of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, respective lessors under lease agreements and (evii) Liens described asset reserve and reflected in the Malvern Financial Statements trust fund requirements and asset maintenance obligations under reinsurance and retrocession contracts (collectively, (i) through (vii) being “Permitted Liens”). Malvern Such assets are in good repair, working order and operating condition, subject only to ordinary wear and tear, except where the failure to be in good repair, working order or operating condition would not have a Material Adverse Effect. Such assets, together with the transition services that Purchaser may request pursuant to Section 5.14 (subject to the provisos thereto), are in the aggregate sufficient for the continued conduct of the Operations substantially as currently conducted, excluding use of the Seller Marks and any real property. Other than Invested Assets and the shares of SANV and The 1792 Company, no Acquired Company is the fee simple holder or beneficial owner of all owned real property any shares or has a valid leasehold interest of all leasehold estates reflected in the most recent Malvern Financial Statements, free and clear of all Liens securities of any nature whatsoever, except for Permitted Liensother person, and is in possession none of or them has the right under valid and existing leases to use the properties purported to be owned or leased thereunder, as applicable. There are no pending or, to the Knowledge of Malvern, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by Xxxxxxx. Malvern and its Subsidiaries own or lease all properties as are necessary to their operations as now conducted. No person has any option or right agreed to acquire any such shares or purchase any ownership interest in the owned real property of Malvern or any of its Subsidiaries or any portion thereofsecurities.

Assets. The Acquired Companies have good title to, or, in the case of property held under a lease or other Contractual Obligation, a valid leasehold interest in, or adequate rights to use, all of the material properties, rights and assets (awhether real or personal, tangible or intangible) Except as set forth on Section 4.13 used or held in connection with the conduct of Malvern’s Disclosure Memorandumthe businesses of the Acquired Companies (collectively, each Malvern Entity has good and marketable title to those the “Assets”), including all Assets reflected in the most recent Malvern Financial Statements as being owned by the Malvern Entities Most Recent Balance Sheet or acquired after the date thereof Most Recent Balance Sheet Date, except: (except a) to the extent the enforceability of any such leases or other Contractual Obligations may be limited by the Enforceability Exceptions; and (b) for immaterial Assets or Assets that have been sold or otherwise disposed of since the date thereof Most Recent Balance Sheet Date. None of the Acquired Companies’ interest in such Assets is subject to any Lien other than a Permitted Lien. The Assets are suitable for the purposes for which they are intended and in good operational condition and repair, normal wear and tear excepted, have been regularly and properly serviced and maintained in a manner that would not void or limit the coverage of any warranty thereon, and are adequate and fit to be used for the purposes for which they are currently used in the Ordinary Course)manner they are currently used, in each case, in all material respects. The Assets which are tangible properties are free and clear of all Liens, except (a) statutory Liens securing payments not yet due any material structural or any discount with, borrowing from or other obligations to inter-bank credit facilities, or any transaction by a Malvern Entity acting in a fiduciary capacity, (b) Liens for Taxes not yet due and payable or which is being contested in appropriate proceedings, (c) easements, rights of wayengineering defects, and other similar encumbrances that do there has not materially affect the use been any material interruption of the businesses of the Acquired Companies due to inadequate maintenance or obsolescence of the Assets which are tangible properties. None of the material Assets which are personal or movable properties are located other than at the Real Property. The Assets constitute all of the material properties and assets required to enable the businesses of the Acquired Companies to be conducted immediately after the Closing in the same manner as the businesses of the Acquired Companies have been currently conducted, and there are no properties or Assets subject thereto assets used or affected thereby or otherwise materially impair business operations at such properties, (d) such imperfections or irregularities of title or Liens as do not materially affect held in the use operation of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (e) Liens described and reflected in the Malvern Financial Statements (collectively, “Permitted Liens”). Malvern is the fee simple owner of all owned real property or has a valid leasehold interest of all leasehold estates reflected in the most recent Malvern Financial Statements, free and clear of all Liens of any nature whatsoever, except for Permitted Liens, and is in possession of or has the right under valid and existing leases to use the properties purported to be owned or leased thereunder, as applicable. There Business that are no pending or, to the Knowledge of Malvern, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by Xxxxxxx. Malvern and its Subsidiaries own or lease all properties as are necessary to their operations as now conducted. No person has any option or right to acquire or purchase any ownership interest in Person other than the owned real property of Malvern or any of its Subsidiaries or any portion thereofAcquired Companies.

Assets. Sterling has Previously Disclosed to Xxxxx-Xxxxx a complete and accurate list of all real property, leaseholds, or other interests therein owned by Sterling and its Subsidiaries. Sterling and its Subsidiaries own (a) Except as set forth on Section 4.13 of Malvern’s Disclosure Memorandum, each Malvern Entity has with good and marketable title in the case of real property, subject only to those Assets 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 Sterling and its Subsidiaries or reflected as owned in the books and records of Sterling and its Subsidiaries, including all of the properties and assets reflected in the most recent Malvern Financial Statements as being owned by Balance Sheet and the Malvern Entities or acquired after the date thereof Interim Balance Sheet (except for immaterial Assets assets held under capitalized leases Previously Disclosed or Assets not required to be disclosed and personal property sold or otherwise disposed of since the date thereof of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary CourseCourse of Business), free and clear of all Liens, except (a) statutory Liens securing payments not yet due or any discount with, borrowing from or other obligations to inter-bank credit facilities, or any transaction by a Malvern Entity acting in a fiduciary capacity, (b) Liens for Taxes not yet due and payable or which is being contested in appropriate proceedings, (c) easements, rights of way, and other similar encumbrances that do not materially affect the use of the properties or Assets subject thereto or affected thereby and assets purchased or otherwise materially impair business operations at such properties, (d) such imperfections or irregularities of title or Liens as do not materially affect acquired by Sterling and its Subsidiaries since the use date of the properties or Assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, Balance Sheet (e) Liens described except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business). All property and assets reflected in the Malvern Financial Statements (collectively, “Permitted Liens”). Malvern is Balance Sheet and the fee simple owner of all owned real property or has a valid leasehold interest of all leasehold estates reflected in the most recent Malvern Financial Statements, Interim Balance Sheet are free and clear of all Liens 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 whatsoeverexcept, except with respect to all such properties and assets, (i) mortgages or security interests shown on the 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, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the 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, (iii) Liens for Permitted Lienscurrent taxes not yet due, and (iv) with respect to real property, (a) minor imperfections of title, if any, none of which is substantial in possession amount, materially detracts from the value or impairs the use of the property subject thereto, or has impairs the right under valid and existing leases to use the properties purported to be owned or leased thereunder, as applicable. There are no pending or, to the Knowledge operations of Malvern, threatened condemnation or eminent domain proceedings against any real property that is owned or leased by Xxxxxxx. Malvern and its Subsidiaries own or lease all properties as are necessary to their operations as now conducted. No person has any option or right to acquire or purchase any ownership interest in the owned real property of Malvern Sterling or any Subsidiary, and (b) zoning laws and other land use restrictions that do not impair the present or anticipated use of its Subsidiaries or any portion thereofthe property subject thereto.