Common use of Title to Properties; Encumbrances Clause in Contracts

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

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

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

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

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

Title to Properties; Encumbrances. Sellers have delivered or made available to Buyer copies Section 3.8 of the deeds Disclosure --------------------------------- Memorandum contains a complete and other instruments (as recorded) by which the Company acquired accurate list of all real property, leaseholds, or other interests therein owned by it, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Company and relating to such property or intereststhe Subsidiaries. The Company and the Subsidiaries own (with good and marketable fee simple title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the facilities owned or operated by the Company or reflected as owned in the books and records of the Company, including all of the properties and assets are reflected in the Latest Balance Sheet (except for assets held under capitalized leases and personal property sold since the date of the Latest Balance Sheet, as the case may be, Sheet in the Ordinary Course ordinary course of Businessbusiness), and all of the properties and assets purchased or otherwise acquired by the Company or a Subsidiary since the date of the Latest Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course ordinary course of Business business and consistent with past practice). All Except as disclosed in Section 3.8 of the Disclosure Memorandum, all material properties and assets reflected in the Latest Balance Sheet are free and clear of all Encumbrances liens, security interests, claims, restrictions, rights of first refusal, options, and other encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Latest Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Latest Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the CompanyCompany and the Subsidiaries, and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Company and the Subsidiaries lie wholly within the boundaries of the real property owned by the Company and the Subsidiaries and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person.

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

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

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

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

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

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

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

Title to Properties; Encumbrances. Sellers have delivered or made available to Buyer copies of the deeds and other instruments (Except as recorded) by which the Company acquired all set forth on SCHEDULE 2.1(AA), there are no material real property, leaseholds, or other interests therein owned by it, and copies of all title insurance policies, opinions, abstracts, and surveys the Company not reflected in the possession of Sellers or Company's financial statements included in the Company and relating to such property or interestsCompany's Annual Report on Form 10-K for the year ended October 31, 1998. The Company own owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport it purports to own located in the facilities owned or operated by the Company or reflected own. Except as owned in the books and records of the Company, including all of the properties and assets reflected in the Latest Balance Sheet (except for personal property sold since the date of the Latest Balance Sheet, as the case may be, in the Ordinary Course of Businessset forth on SCHEDULE 2.1(AA), and all of the properties and assets purchased or otherwise acquired by the Company since the date of the Latest Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice). All material properties and assets reflected in the Latest Balance Sheet are free and clear of all Encumbrances encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, reservations or limitations of any nature exceptnature, except with respect to all such properties and assets, (ai) mortgages or security interests shown on the Latest Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Latest Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (cii) liens for current taxes not yet due, and (diii) with respect to real property, (iA) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value value, or impairs the use use, of the property subject thereto, or impairs the operations the Company or any of the Companyits subsidiaries, and (iiB) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plantsplans, and structures owned by the Company or any of its subsidiaries lie wholly within the boundaries of the real property owned by the Company or such subsidiaries, and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Personperson.

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

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

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

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

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

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

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

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

Title to Properties; Encumbrances. Sellers have Schedule 3.5 contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by the Company. Seller has delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Company acquired all such real property, leaseholds, or other interests owned by itproperty and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers Seller or the Company and relating to such property or interests. The Company own owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the facilities Facilities owned or operated by the Company or reflected as owned in the books and records of the Company, including all of the properties and assets reflected in the Latest balance sheet of the Company attached to Schedule 3.5 (the "Balance Sheet Sheet") (except for assets held under capitalized leases disclosed or not required to be disclosed in Schedule 3.5, and personal property sold since the date of the Latest Balance Sheet, as the case may be, Sheet in the Ordinary Course of Business), and all of the properties and assets purchased or otherwise acquired by the Company since the date of the Latest Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Schedule 3.6. All material properties and assets reflected in the Latest Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Latest Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Latest Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Company, and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Company lie wholly within the boundaries of the real property owned by the Company and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person.

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

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

Title to Properties; Encumbrances. Sellers have delivered or made available to Buyer copies Neither of the deeds and other instruments (as recorded) by which the Company acquired all Companies owns any real property, leaseholds, . Schedule 3.6 contains a list of all Leased Real Property or other interests therein owned or leased by it, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Company and relating to such property or interestsCompanies. The Company Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport each of the Companies purports to own located in the facilities owned or operated by the Company or reflected as owned in the books and records of each of the CompanyCompanies, including all of the properties and assets reflected in the Latest Audited Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed in Schedule 3.6 and personal property sold since the date of the Latest Audited Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of BusinessBusiness and consistent with past practice), and all of the properties and assets purchased or otherwise acquired by the Company Companies since the date of the Latest Audited Balance Sheet (except for personal property acquired and sold since the date of the Audited Balance Sheet in the Ordinary Course of Business and consistent with past practice). All material properties and assets reflected in the Latest Audited Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real propertythe Leased Real Property, subject to any restrictions set forth in the leases for such Leased Real Property, rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Latest Audited Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Latest Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, and (c) liens for current taxes Taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Company, and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Company lie wholly within the boundaries of the real property owned by the Company and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person.

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