BLUD » Topics » Section 3.16 Title to Properties; Adequacy.

This excerpt taken from the BLUD 8-K filed Mar 17, 2008.

Section 3.16         Title to Properties; Adequacy.


(a)    Section 3.16(a) of the Disclosure Letter lists all of the leases (the “Leases”) for real or personal property to which Matrix is a party and describes the leased assets.  Matrix does not own any real property.


(b)    Matrix has good and marketable title to or valid leasehold interests in all properties and assets that are material to the conduct of the Business of Matrix, including those reflected in the 2006 Balance Sheet (or acquired after the date of the 2006 Balance Sheet by Matrix), or not reflected on the 2006 Balance Sheet but used by Matrix, except for assets and properties sold, consumed or otherwise disposed of in the ordinary course of business since January 1, 2007 (which, to the extent material, are disclosed in Section 3.16(b) of the Disclosure Letter) (collectively, the “Properties”), free and clear of any title defects or Liens, except Liens for current ad valorem Taxes and assessments not in default.




(c)    No Person other than Matrix is currently entitled to possession of any of the Properties, whether owned or leased by Matrix.  The buildings, structures and improvements owned or leased by Matrix conform in all material respects to all applicable Laws, including zoning regulations, none of which would upon consummation of the transactions contemplated hereby materially adversely interfere with the use of such Properties, buildings, structures or improvements for the purposes for which they are now utilized.  Except as set forth in Section 3.16(c) of the Disclosure Letter, (i) each of the Properties is adequate in all material respects for the operations for which it is being used by Matrix, (ii) each of the Properties is in reasonably good repair and operating condition, normal wear and tear excepted, and (iii) the Properties constitute all of the properties that Matrix uses in connection with the operation of its Business.


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