Except as provided herein or disclosed in the Grote Molen balance sheet and the notes thereto, Grote Molen has good and marketable title to all of its properties, inventory, interests in properties, and assets, which are reflected in the most recent Grote Molen balance sheet or acquired after that date (except properties, interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all mortgages, liens, pledges, charges, or encumbrances, except (i) statutory liens or claims not yet delinquent; and (ii) such imperfections of title and easements as do not, and will not, materially detract from, or interfere with, the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties.  Merger Co. does not own any properties or other assets.