Common use of Title to Properties; Encumbrances Clause in Contracts

Title to Properties; Encumbrances. (a) Except as set forth on Schedule 4.5 attached hereto, USAVE has good, valid and marketable title to (a) all of its properties and assets (real and personal, tangible and intangible), including, without limitation, all of the properties and assets reflected in the balance sheet included as part of the Financial Statements, except as indicated in the Schedules hereto; and (b) all of the properties and assets pur­chased by USAVE since the date of the Financial Statements all of which purchases as of a date not more than two days prior to the date of this Agreement, have been set forth on Schedule 4.5 attached hereto; in each case subject to no encumbrance, lien, charge or other re­striction of any kind or character, except for (i) liens reflected in the balance sheet, included as part of the Financial Statements; (ii) liens consisting of zoning or planning restrictions, ease­ments, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or impair the use of, such property by USAVE in the operation of its business; (iii) liens for current taxes, assessments or governmental charges or levies on property not yet due and delinquent; and (iv) liens described on Schedule 4.5 attached hereto (liens of the type described in clause (i), (ii) and (iii) above are hereinafter sometimes referred to as “Permitted Liens”).

Title to Properties; Encumbrances. (a) Except as set forth on Schedule 4.5 attached hereto, USAVE MSSI has good, valid and marketable title to (a) all of its properties and assets (real and personal, tangible and intangible), including, without limitation, all of the properties and assets reflected in the balance sheet included as part of the MSSI Financial Statements, except as indicated in the Schedules hereto; and (b) all of the properties and assets pur­chased purchased by USAVE MSSI since the date of the Financial Statements December 31, 2002 all of which purchases as of a date not more than two days prior to the date of this Agreement, have been set forth on Schedule 4.5 attached hereto; in each case subject to no encumbrance, lien, charge or other re­striction restriction of any kind or character, except for (i) liens reflected in the balance sheet, included as part of the MSSI Financial Statements; (ii) liens consisting of zoning or planning restrictions, ease­mentseasements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or impair the use of, such property by USAVE MSSI in the operation of its business; (iii) liens for current taxes, assessments or governmental charges or levies on property not yet due and delinquent; and (iv) liens described on Schedule 4.5 attached hereto (liens of the type described in clause (i), (ii) and (iii) above are hereinafter sometimes referred to as “"Permitted Liens”").

Title to Properties; Encumbrances. (a) Except as set forth on Schedule 4.5 3.8 attached hereto, USAVE the Mxxx Jxxx Group has good, valid and marketable title to (a) all of its properties and assets (real and personal, tangible and intangible), including, without limitation, all of the properties and other assets reflected in the balance sheet included as part of the Financial Statements, except as indicated in the Schedules hereto; and (b) all of the properties and assets pur­chased purchased by USAVE the entities of the Mxxx Jxxx Group since the date of the Financial Statements all of which purchases as of a date not more than two days prior to the date of this Agreement, have been set forth on Schedule 4.5 3.3 attached hereto; in each case subject to no encumbrance, lien, charge or other re­striction restriction of any kind or character, except for (i) liens reflected in the balance sheet, included as part of the Financial Statements; (ii) liens consisting of zoning or planning restrictions, ease­mentseasements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or impair the use of, such property by USAVE the Mxxx Jxxx Group in the operation of its businessbusinesses; (iii) liens for current taxes, assessments or governmental charges or levies on property not yet due and delinquent; and (iv) liens described on Schedule 4.5 3.8 attached hereto (liens of the type described in clause (i), (ii) and (iii) above are hereinafter sometimes referred to as “"Permitted Liens”").

Title to Properties; Encumbrances. (a) Except as set forth on Schedule 4.5 attached hereto, USAVE has GPEH and its subsidiaries have good, valid and marketable title to (a) all of its properties and assets (real and personal, tangible and intangible), including, without limitation, all of the properties and assets reflected in the balance sheet included as part of the GPEH Financial Statements, except as indicated in the Schedules hereto; and (b) all of the properties and assets pur­chased purchased by USAVE GPEH or its subsidiaries since the date of the Financial Statements December 31, 2002 all of which purchases as of a date not more than two days prior to the date of this Agreement, have been set forth on Schedule 4.5 attached hereto; in each case subject to no encumbrance, lien, charge or other re­striction restriction of any kind or character, except for (i) liens reflected in the balance sheet, included as part of the GPEH Financial Statements; (ii) liens consisting of zoning or planning restrictions, ease­mentseasements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or impair the use of, such property by USAVE GPEH in the operation of its business; (iii) liens for current taxes, assessments or governmental charges or levies on property not yet due and delinquent; and (iv) liens described on Schedule 4.5 attached hereto (liens of the type described in clause (i), (ii) and (iii) above are hereinafter sometimes referred to as “"Permitted Liens”").

Title to Properties; Encumbrances. (a) Except as set forth on Schedule 4.5 2.13 attached hereto, USAVE Purchaser has good, valid and marketable title to (a) all of its properties and assets (real and personal, tangible and intangible), including, without limitation, all of the properties and assets reflected in the balance sheet included as part of the Purchaser's Financial Statements, except as indicated in the Schedules hereto; and (b) all of the properties and assets pur­chased purchased by USAVE Purchaser since the date of the Purchaser's Financial Statements all of which purchases as of a date not more than two days prior to the date of this Agreement, have been set forth on Schedule 4.5 2.13 attached hereto; in each case subject to no encumbrance, lien, charge or other re­striction restriction of any kind or character, except for (i) liens reflected in the balance sheet, included as part of the Purchaser's Financial Statements; (ii) liens consisting of zoning or planning restrictions, ease­mentseasements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or impair the use of, such property by USAVE Purchaser in the operation of its business; (iii) liens for current taxes, assessments or governmental charges or levies on property not yet due and delinquent; and (iv) liens described on Schedule 4.5 2.13 attached hereto (liens of the type described in clause (i), (ii) and (iii) above are hereinafter sometimes referred to as “"Permitted Liens”").

Title to Properties; Encumbrances. (a) Except as set forth on Schedule 4.5 attached hereto, USAVE NYBD has good, valid and marketable title to (a) all of its properties and assets (real and personal, tangible and intangible), including, without limitation, all of the properties and assets reflected in the balance sheet included as part of the Financial Statements, except as indicated in the Schedules hereto; and (b) all of the properties and assets pur­chased purchased by USAVE NYBD since the date of the Financial Statements all of which purchases as of a date not more than two days prior to the date of this Agreement, have been set forth on Schedule 4.5 attached hereto; in each case subject to no encumbrance, lien, charge or other re­striction restriction of any kind or character, except for (i) liens reflected in the balance sheet, included as part of the Financial Statements; (ii) liens consisting of zoning or planning restrictions, ease­mentseasements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or impair the use of, such property by USAVE NYBD in the operation of its business; (iii) liens for current taxes, assessments or governmental charges or levies on property not yet due and delinquent; and (iv) liens described on Schedule 4.5 attached hereto (liens of the type described in clause (i), (ii) and (iii) above are hereinafter sometimes referred to as “Permitted Liens”).

Title to Properties; Encumbrances. (a) Except as set forth on Schedule 4.5 3.7 attached hereto, USAVE has Decorate and its subsidiaries have good, valid and marketable title to (a) all of its properties and assets (real and personal, tangible and intangible), including, without limitation, all of the properties and assets reflected in the balance sheet included as part of the Financial Statements, except as indicated in the Schedules hereto; and (b) all of the properties and assets pur­chased purchased by USAVE Decorate or its subsidiaries since the date of the Financial Statements December 31, 2000 all of which purchases as of a date not more than two days prior to the date of this Agreement, have been set forth on Schedule 4.5 3.7 attached hereto; in each case subject to no encumbrance, lien, charge or other re­striction restriction of any kind or character, except for (i) liens reflected in the balance sheet, included as part of the Financial Statements; (ii) liens consisting of zoning or planning restrictions, ease­mentseasements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or impair the use of, such property by USAVE Decorate in the operation of its business; (iii) liens for current taxes, assessments or governmental charges or levies on property not yet due and delinquent; and (iv) liens described on Schedule 4.5 3.7 attached hereto (liens of the type described in clause (i), (ii) and (iii) above are hereinafter sometimes referred to as “"Permitted Liens”").

Title to Properties; Encumbrances. (a) Except as set forth on Schedule 4.5 attached hereto, USAVE Global has good, valid and marketable title to (a) all of its properties and assets (real and personal, tangible and intangible), including, without limitation, all of the properties and assets reflected in the balance sheet included as part of the Financial Statements, except as indicated in the Schedules hereto; and (b) all of the properties and assets pur­chased purchased by USAVE Global since the date of the Financial Statements all of which purchases as of a date not more than two days prior to the date of this Agreement, have been set forth on Schedule 4.5 attached hereto; in each case subject to no encumbrance, lien, charge or other re­striction restriction of any kind or character, except for (i) liens reflected in the balance sheet, included as part of the Financial Statements; (ii) liens consisting of zoning or planning restrictions, ease­mentseasements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or impair the use of, such property by USAVE Global in the operation of its business; (iii) liens for current taxes, assessments or governmental charges or levies on property not yet due and delinquent; and (iv) liens described on Schedule 4.5 attached hereto (liens of the type described in clause (i), (ii) and (iii) above are hereinafter sometimes referred to as “"Permitted Liens”").

Title to Properties; Encumbrances. (a) Except as set forth on Schedule 4.5 5.12 attached hereto, USAVE LEAGUE NOW has good, valid and marketable title to (a) all of its properties and assets (real and personal, tangible and intangible), including, without limitation, all of the properties and assets reflected in the balance sheet included as part of the Financial Statements, except as indicated in the Schedules hereto; and (b) all of the properties and assets pur­chased purchased by USAVE LEAGUE NOW since the date of the Financial Statements all of which purchases as of a date not more than two days prior to the date of this Agreement, have been set forth on Schedule 4.5 5.12 attached hereto; in each case subject to no encumbrance, lien, charge or other re­striction restriction of any kind or character, except for (i) liens reflected in the balance sheet, included as part of the Financial Statements; (ii) liens consisting of zoning or planning restrictions, ease­mentseasements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or impair the use of, such property by USAVE LEAGUE NOW in the operation of its business; (iii) liens for current taxes, assessments or governmental charges or levies on property not yet due and delinquent; and (iv) liens described on Schedule 4.5 5.12 attached hereto (liens of the type described in clause (i), (ii) and (iii) above are hereinafter sometimes referred to as “Permitted Liens”).

Title to Properties; Encumbrances. (a) Except as set forth on Schedule 4.5 attached hereto, USAVE IPoint has good, valid and marketable title to (a) all of its properties and assets (real and personal, tangible and intangible), including, without limitation, all of the properties and assets related to the website entitled “Spiritof thebrand.comand all other assets reflected in the balance sheet included as part of the Financial Statements, except as indicated in the Schedules hereto; and (b) all of the properties and assets pur­chased purchased by USAVE IPoint since the date of the Financial Statements all of which purchases as of a date not more than two days prior to the date of this Agreement, have been set forth on Schedule 4.5 attached hereto; in each case subject to no encumbrance, lien, charge or other re­striction restriction of any kind or character, except for (i) liens reflected in the balance sheet, included as part of the Financial Statements; (ii) liens consisting of zoning or planning restrictions, ease­mentseasements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or impair the use of, such property by USAVE IPoint in the operation of its business; (iii) liens for current taxes, assessments or governmental charges or levies on property not yet due and delinquent; and (iv) liens described on Schedule 4.5 attached hereto (liens of the type described in clause (i), (ii) and (iii) above are hereinafter sometimes referred to as “Permitted Liens”).

Title to Properties; Encumbrances. (a) Except as set forth on Schedule 4.5 5.12 attached hereto, USAVE Be Safe has good, valid and marketable title to (a) all of its properties and assets (real and personal, tangible and intangible), including, without limitation, all of the properties and assets reflected in the balance sheet included as part of the Financial Statements, except as indicated in the Schedules hereto; and (b) all of the properties and assets pur­chased purchased by USAVE Be Safe since the date of the Financial Statements all of which purchases as of a date not more than two days prior to the date of this Agreement, have been set forth on Schedule 4.5 5.12 attached hereto; in each case subject to no encumbrance, lien, charge or other re­striction restriction of any kind or character, except for (i) liens reflected in the balance sheet, included as part of the Financial Statements; (ii) liens consisting of zoning or planning restrictions, ease­mentseasements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or impair the use of, such property by USAVE Be Safe in the operation of its business; (iii) liens for current taxes, assessments or governmental charges or levies on property not yet due and delinquent; and (iv) liens described on Schedule 4.5 5.12 attached hereto (liens of the type described in clause (i), (ii) and (iii) above are hereinafter sometimes referred to as “"Permitted Liens”").

Title to Properties; Encumbrances. (a) Except as set forth on Schedule 4.5 attached hereto, USAVE FNDB has good, valid and marketable title to (a) all of its properties and assets (real and personal, tangible and intangible), including, without limitation, all of the properties and assets reflected in the balance sheet included as part of the Financial Statements, except as indicated in the Schedules hereto; and (b) all of the properties and assets pur­chased purchased by USAVE FNDB since the date of the Financial Statements all of which purchases as of a date not more than two days prior to the date of this Agreement, have been set forth on Schedule 4.5 attached hereto; in each case subject to no encumbrance, lien, charge or other re­striction restriction of any kind or character, except for (i) liens reflected in the balance sheet, included as part of the Financial Statements; (ii) liens consisting of zoning or planning restrictions, ease­mentseasements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or impair the use of, such property by USAVE FNDB in the operation of its business; (iii) liens for current taxes, assessments or governmental charges or levies on property not yet due and delinquent; and (iv) liens described on Schedule 4.5 attached hereto (liens of the type described in clause (i), (ii) and (iii) above are hereinafter sometimes referred to as “"Permitted Liens”").

Title to Properties; Encumbrances. (a) Except as set forth on Schedule 4.5 1.7 attached hereto, USAVE has Caribsun and Coconut Hall each have good, valid and marketable title to (a) all of its their respective properties and assets (real and personal, tangible and intangible), including, without limitation, all of the properties and assets reflected in the balance sheet included as part of the August Financial Statements, except as indicated in the Schedules hereto; and (b) all of the properties and assets pur­chased purchased by USAVE Caribsun and Coconut Hall since the date of the Financial Statements August Balance Sheet Date all of which purchases as of a date not more than two days prior to the date of this Agreement, have been set forth on Schedule 4.5 1.7 attached hereto; in each case subject to no encumbrance, lien, charge or other re­striction restriction of any kind or character, except for (i) liens reflected in the balance sheet, included as part of the August Financial Statements; (ii) liens consisting of zoning or planning restrictions, ease­mentseasements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or impair the use of, such property by USAVE Caribsun and Coconut Hall in the operation of its business; (iii) liens for current taxes, assessments or governmental charges or levies on property not yet due and delinquent; and (iv) liens described on Schedule 4.5 1.7 attached hereto (liens of the type described in clause (i), (ii) and (iii) above are hereinafter sometimes referred to as “"Permitted Liens”").