Common use of Assets and Properties Clause in Contracts

Assets and Properties. (a) Except as set forth in Section 3.15 of the Company Disclosure Letter, and except for the Excluded Company Real Property, (i) either the Company or a Subsidiary of the Company has good and valid title, and as of the Effective Time, PropCo will have good and valid title, subject to Permitted Liens and any encumbrances and obligations that run with the land (including, but not limited to, easements and right-of-way agreements), to each real property owned by the Company or any Subsidiary of the Company (such owned property collectively, the “Company Owned Real Property”) and (ii) either the Company or a Subsidiary of the Company has a good and valid leasehold interest, and as of the Effective Time, PropCo will have good and valid leasehold interest, in each material lease, material sublease and other material agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (including real property at which operations of the Company or any of its Subsidiaries are conducted) (such property, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens and any Lien affecting solely the interest of the landlord thereunder. Each Company Real Property Lease is, and after giving effect to the Distribution will be, valid, binding and in full force and effect, subject to the limitation of such enforcement by the Remedies Exceptions. No uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord or sublandlord thereunder (as applicable), exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.15(a) of the Company Disclosure Letter sets forth a correct and complete list, as of the date hereof, of the Company Owned Real Property and the Company Leased Real Property.

Assets and Properties. (a) Except as set forth in Section 3.15 7.13 of the Company Seller Disclosure Letter, Letter and except for the Excluded Company Real Property, real property subject to the Belterra Park Purchase Agreement (i) either the Company Companies or a Subsidiary of the Company Companies has good and valid title, and as of the Effective Time, PropCo Closing Date will have good and valid title, subject only to (A) Permitted Liens (other than Permitted Closing Liens) that will be released and extinguished at or prior to the Closing Date, (B) Permitted Closing Liens, and (C) any encumbrances and obligations that run with the land (including, but not limited to, easements and right-of-way agreements), to each material real property owned by any of the Company Companies or any Subsidiary of the Company their Subsidiaries (such owned property collectively, the “Company Companies Owned Real Property”) and (ii) either the Company Companies or a Subsidiary of the Company Companies has a good and valid leasehold interest, and as of the Effective TimeClosing Date, PropCo the Companies or a Subsidiary of the Companies will have good and valid leasehold interest, in each material lease, material sublease and other material agreement under which the Company Companies or any of its their Subsidiaries uses or occupies or has the right to use or occupy any real property (including real property at which operations of the Company Companies or any of its their Subsidiaries are conducted) (such property, collectively, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any (A) Permitted Liens (other than Permitted Closing Liens) that will be released and extinguished on or prior to the Closing Date, (B) Permitted Closing Liens, and (C) any Lien affecting solely the interest of the landlord thereunder. Each Company Real Property Lease is, and after giving effect to the Distribution consummation of the transactions contemplated by this Agreement and receipt of any consents required under any Company Real Property Lease from the landlords thereunder, will be, valid, binding and in full force and effect, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereinafter in effect affecting creditors’ rights generally and (ii) general principles of equity. Except as set forth in Section 7.13 of the limitation of such enforcement by the Remedies Exceptions. No Seller Disclosure Letter, no uncured default of a material nature on the part of the any Company or, if applicable, its Subsidiary or, to the knowledge Knowledge of the CompanySeller, the landlord or sublandlord thereunder (as applicable), exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.15(a7.13(a) of the Company Seller Disclosure Letter sets forth a correct and complete list, as of the date hereof, of the Company Owned Real Property and the Company Leased Real Property.

Assets and Properties. (a) Except as set forth in Section 3.15 3.7 of the Company Disclosure Letter, Schedule sets forth a true and except for the Excluded Company Real Property, (i) either the Company or a Subsidiary complete list of the Company has good all real property and valid title, and as of the Effective Time, PropCo will have good and valid title, subject to Permitted Liens and any encumbrances and obligations that run with the land (including, but not limited to, easements and right-of-way agreements), to each interests in real property owned by the Company or any Subsidiary of the Company (such owned property collectively, the “Company Owned Real Property”) and ), leased or subleased (ii) either the Company or a Subsidiary of the Company has a good and valid leasehold interest“Leased Real Property”), and as of the Effective Time, PropCo will have good and valid leasehold interest, in each material lease, material sublease and other material agreement under which by the Company or any of its Subsidiaries uses as of the date hereof. Prior to the date hereof, the Company has made available to Buyer true and complete copies of all lease and sublease agreements applicable to the Leased Real Property. Except as set forth in Section 3.7 of the Disclosure Schedule or occupies for defects in title (or other Encumbrances) or failures to be in full force and effect, none of which, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect, each of the Company and its Subsidiaries has fee simple title to the right to use Owned Real Property, or occupy any real property a valid, binding and enforceable leasehold interest in the Leased Real Property (including real property at which operations of all rights, title, privileges and appurtenances pertaining or relating thereto). Neither the Company or any of its Subsidiaries are conducted) (such propertynor, to the “Company Company’s knowledge, any other party to any lease or sublease applicable to the Leased Real Property” and , is in breach or default under such leaseslease or sublease, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens and any Lien affecting solely the interest of the landlord thereunder. Each Company Real Property Lease is, and after giving effect to the Distribution will be, valid, binding and in full force and effect, subject to the limitation of such enforcement by the Remedies Exceptions. No uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary orand, to the knowledge of the Company’s knowledge, the landlord or sublandlord thereunder (as applicable), exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving delivery of notice, the passage of time, time or both, would constitute such a material breach or default default, or permit the termination, modification or acceleration of rent under such leases or subleases, in each case expect as would not, individually or in the aggregate, reasonably be expected to have a Company Real Property LeaseMaterial Adverse Effect. Except as disclosed in Section 3.15(a3.7(a) of the Company Disclosure Letter sets forth a correct and complete listSchedule, as of the date hereof, of neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted to any Person the right to use or occupy the Owned Real Property or Leased Real Property or any portion thereof. The Owned Real Property and Leased Real Property comprise all of the real property necessary to operate the businesses of the Company Leased Real Propertyand its Subsidiaries in all material respects in the manner currently conducted.

Assets and Properties. (a) Except as set forth in Section 3.15 4.9(a) of the Disclosure Schedules sets forth a list of all real property leases to which any Company Disclosure Letter, and except for the Excluded Company Real Propertyis a party (whether as a (sub)lessor, (i) either the Company sub)lessee, guarantor or a Subsidiary of the Company has good and valid title, and as of the Effective Time, PropCo will have good and valid title, subject to Permitted Liens and any encumbrances and obligations that run with the land (including, but not limited to, easements and right-of-way agreements), to each real property owned by the Company or any Subsidiary of the Company (such owned property collectively, the “Company Owned Real Property”) and (ii) either the Company or a Subsidiary of the Company has a good and valid leasehold interest, and as of the Effective Time, PropCo will have good and valid leasehold interest, in each material lease, material sublease and other material agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (including real property at which operations of the Company or any of its Subsidiaries are conductedotherwise) (such property, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”; all real property in which any Company holds a leasehold interest, whether as lessee or sublessee, the “Leased Real Property”), in and the street address, date of each case, free and clear of all Liens other than any Permitted Liens and any Lien affecting solely the interest of the landlord thereunder. Each Company Real Property Lease is, and after giving effect the name of each of the parties to each Company Real Property Lease with respect to the Distribution will beCompany Real Property Leases. Except for the Company Real Property Leases identified in Section 4.9(a) of the Disclosure Schedules, validno Company owns any interest (fee, binding leasehold or otherwise) in any real property and in full force and effectthe Companies have not entered into any leases, subject arrangements, licenses or other agreements relating to the limitation sale or lease of such enforcement by the Remedies Exceptions. No uncured default of a material nature on the part all or any portion of the Leased Real Property, nor has any Company orentered into any agreement to purchase or option agreement for the purchase of any real property. Except as set forth in Section 4.9(a) of the Disclosure Schedules, if applicablewith respect to each Company Real Property Lease: (i) the Companies have not assigned, sublet, transferred, conveyed any interest in or collaterally assigned its Subsidiary interest in the Leased Real Property or such Company Real Property Lease; (ii) the Companies have not received any written notice of default with respect to any Company Real Property Lease that remains outstanding as of the date of this Agreement; (iii) the Companies have not received any written notice of any violation of default with respect to any covenants, conditions, restrictions easements, rights of way, zoning ordinances, or private agreements affecting the Leased Real Property; (iv) there are no condemnation or eminent domain proceedings pending or, to the knowledge Knowledge of the Company, contemplated against the Leased Real Property; (v) there are no casualties or other material repairs with respect to the Leased Real Property which are required and which have not been completed as of the date of this Agreement, ordinary wear and tear excepted; (vi) the landlord, sublessor or licensor under each Company Real Property Lease has completed its obligations under such Company Real Property Lease to prepare the applicable Leased Real Property for the Company’s initial occupancy of the premises thereunder and disbursed all required allowances to the Company for the performance of improvements to the Leased Real Property; (vii) to the Knowledge of the Company, the landlord landlord, sublessor or sublandlord thereunder (as applicable), exists licensor under any each Company Real Property Lease has not defaulted under its obligations under such Company Real Property Lease, ; and (viii) no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under counterparty to a Company Real Property Lease. Section 3.15(a) Lease is a Related Person of the Company Disclosure Letter sets forth a correct and complete list, as of the date hereof, of the Company Owned Real Property and the Company Leased Real Propertyor Sellers.

Assets and Properties. Section 3.17.1 Section 3.17 of the Company Disclosure Schedule contains a complete list of all real property in which the Company or any Company Subsidiary has a fee simple interest (a) “Owned Real Property”). Except as set forth in Section 3.15 3.17 of the Company Disclosure LetterSchedule, each of the Company and the Company Subsidiaries has good and marketable fee simple title to, or a leasehold interest in, all of its Owned Real Property and leased real property, respectively (including all rights and privileges pertaining or relating thereto), free and clear of any and all liens except for Permitted Liens. Each of the Excluded Company Real Property, foregoing real property leases (i) either the Company or constitutes a Subsidiary of the Company has good legally valid and valid title, and as of the Effective Time, PropCo will have good and valid title, subject to Permitted Liens and any encumbrances and obligations that run with the land (including, but not limited to, easements and right-of-way agreements), to each real property owned by the Company or any Subsidiary of the Company (such owned property collectively, the “Company Owned Real Property”) and (ii) either the Company or a Subsidiary of the Company has a good and valid leasehold interest, and as of the Effective Time, PropCo will have good and valid leasehold interest, in each material lease, material sublease and other material agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (including real property at which operations binding obligation of the Company or any of its Subsidiaries are conducted) (Company Subsidiary party thereto and assuming such propertylease is a legally valid and binding obligation of, and enforceable against, the “other parties thereto, is enforceable against the Company Leased Real Property” and such leases, subleases and other agreements are, collectively, or the “Company Real Property Leases”)Subsidiary party thereto, in each case, except as may be limited by bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar Laws relating to or affecting the rights and remedies of creditors and by general principles of equity regardless of whether considered in a proceeding at law or in equity; and (ii) to the Company’s knowledge is a legally valid and binding obligation of the other parties thereto, except as may be limited by bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar Laws relating to or affecting the rights and remedies of creditors and by general principles of equity regardless of whether considered in a proceeding at law or in equity. None of the Company or the Company Subsidiaries is in breach or default in any material respect under any such lease and, to the Company’s knowledge, none of the landlords or sublandlords under any such lease is in breach or default in any material respect of its obligations under such lease. The Company and the Company Subsidiaries enjoy peaceful and undisturbed possession in all material respects under each such lease. Copies of all such leases together with any amendments thereto have heretofore been made available to Parent. There are no outstanding agreements, options, rights of first offer or rights of first refusal on the part of any party to purchase any Owned Real Property. Each of the Company and the Company Subsidiaries has title to, or a valid leasehold interest in, as applicable, all personal property used in, and material to, their respective businesses free and clear of any and all Liens other than any liens, except for Permitted Liens and any Lien affecting solely the interest of the landlord thereunderLiens. Each Company Real Property Lease isSuch personal property, and after giving effect to the Distribution will be, valid, binding and in full force and effect, subject to the limitation of such enforcement by the Remedies Exceptions. No uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord or sublandlord thereunder (as applicable), exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.15(a) of the Company Disclosure Letter sets forth a correct and complete list, as of the date hereof, of the Company Owned Real Property and leased property (taken as a whole) are in good operating condition and repair, ordinary wear and tear and deferred maintenance excepted, and except for such failures to be in good operating condition and repair which, individually or in the aggregate, would not reasonably be expected to have a Company Leased Real PropertyMaterial Adverse Effect.

Assets and Properties. (a) Except as set forth in Section 3.15 of the Company Disclosure Letter, and except for the Excluded Company Real Property, (i) either the Company or a Subsidiary of the The Company has good and marketable title to, or a valid titleleasehold interest or interest as a licensee in, the properties and as assets used or held for use by it, located on its Premises, or shown on the Latest Balance Sheet or acquired after the date thereof. As of the Effective TimeClosing, PropCo all of the Acquired Assets will have good and valid title, subject to Permitted Liens and any encumbrances and obligations that run with the land (including, but not limited to, easements and right-of-way agreements), to each real property be owned by the Company or any Subsidiary of the Company (such owned property collectively, the “Company Owned Real Property”) and (ii) either the Company or a Subsidiary of the Company has a good and valid leasehold interest, and as of the Effective Time, PropCo will have good and valid leasehold interest, in each material lease, material sublease and other material agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (including real property at which operations of the Company or any of its Subsidiaries are conducted) (such property, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each caseCompany, free and clear of all Liens Encumbrances except for the Assumed Liabilities; provided, however, that PentaStar and the Acquiror hereby acknowledge and agree that the Company has not trademarked its name or "NCI" and has not performed or requested a trademark search. Accordingly, it is possible some other than Person has trademarked the Company name or "NCI" or some form thereof and the Company does not warrant that there are no other Persons using its name, except that the Company does represent and warrant that it has not granted any Permitted Liens and Person the right to use the Company's name or "NCI" or any Lien affecting solely deviation thereof. Since November 30, 1999, the interest Company has not entered into any contract or made any commitment to sell all or any part of its assets. The Acquired Assets constitute all of the landlord thereunder. Each Company Real Property Lease isreal, personal and after giving effect to the Distribution will bemixed assets and property, validboth tangible and intangible, binding and in full force and effectincluding Intellectual Property, subject to the limitation of such enforcement which are being used or held for use by the Remedies Exceptions. No uncured default of a material nature on Company in the part conduct of the Company or, if applicable, its Subsidiary or, to the knowledge business and operations of the Company, consistent with historical and current practices. The Company owns or leases all equipment and other tangible assets necessary for the landlord conduct of its business as presently conducted. Each such tangible asset material to the Company's operations has been maintained in accordance with normal industry practice and is in good operating condition and repair (subject to normal wear and tear). All leases of real property between the Company and any Shareholder, officer or sublandlord thereunder director or any relative or affiliate thereof are on fair market terms (as applicableincluding rent at fair market value), exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.15(a) None of the Company Disclosure Letter sets forth a correct and complete listShareholders, as nor any relative or affiliate thereof, own any asset, tangible or intangible, which is used in the business of the date hereofCompany, of other than real property leased to the Company Owned Real Property and the Company Leased Real Propertyat fair market value, which leases are set forth on Exhibit 3.1(h).

Assets and Properties. (a) Except as set forth in Section 3.15 of the Company Disclosure Letter, and except for the Excluded Company Real Property, (i) either the Company or a Subsidiary Each of the Company Company, UST and VNS has good and marketable title to, or a valid titleleasehold interest or interest as a licensee in, the properties and as assets used or held for use by it, located on its Premises, or shown on its Latest Balance Sheet or acquired after the date thereof. As of the Effective TimeClosing, PropCo all of the Acquired Assets will have good and valid title, subject to Permitted Liens and any encumbrances and obligations that run with the land (including, but not limited to, easements and right-of-way agreements), to each real property be owned by the Company or any Subsidiary of the Company (such owned property collectively, the “Company Owned Real Property”) and (ii) either the Company or a Subsidiary of the Company has a good and valid leasehold interest, and as of the Effective Time, PropCo will have good and valid leasehold interest, in each material lease, material sublease and other material agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (including real property at which operations of the Company or any of its Subsidiaries are conducted) (such property, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each caseCompany, free and clear of all Liens Encumbrances (other than any the Permitted Liens and any Lien affecting solely Encumbrances in the interest of the landlord thereunder. Each Company Real Property Lease is, and after giving effect to the Distribution will be, valid, binding and in full force and effectevent that, subject to Section 4.10, the limitation Acquiror has not paid off the debt to RFC Capital Corporation as of such enforcement the Closing). Neither the Company, UST nor VNS has entered into any contract or made any commitment to sell all or any part of its assets, except to the extent that the Permitted Encumbrances could be deemed a contract or commitment to sell assets. The Company Acquired Assets constitute all of the real, personal and mixed assets and property, both tangible and intangible, including Intellectual Property, which are being used or held for use by the Remedies Exceptions. No uncured default of a material nature on Company in the part conduct of the Company or, if applicable, its Subsidiary or, to the knowledge business and operations of the Company, the landlord or sublandlord thereunder (as applicable), exists under any Company Real Property Lease, consistent with historical and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would current practices. The UST/VNS Assets constitute a material breach or default under a Company Real Property Lease. Section 3.15(a) all of the Company Disclosure Letter sets forth a correct real, personal and complete listmixed assets and property, as both tangible and intangible, including Intellectual Property, which are being used or held for use by UST or VNS in the conduct of their respective business and operations, consistent with historical and current practices. Each of the date hereofCompany, UST and VNS owns or leases all equipment and other tangible assets necessary for the conduct of its business as presently conducted and as presently proposed to be conducted. Each such tangible asset material to the Company's, UST's or VNS's operations is in good operating condition and repair. There are no leases of real property between the Company, UST or VNS and any shareholder, officer or director or any relative or affiliate thereof. None of the current or former shareholders, nor any relative or affiliate thereof, of the Company Owned Real Property and Company, UST or VNS, owns any asset, tangible or intangible, which is used in the Company Leased Real Propertybusiness of the Company, UST or VNS, as the case may be, other than assets which will be included in the Acquired Assets.

Assets and Properties. (a) Except as set forth in Section 3.15 3.16 of the Company Disclosure Letter, and except for as has not had or would not reasonably be expected to have, individually or in the Excluded aggregate, a Company Real Property, Material Adverse Effect (i) either the Company or a Subsidiary of the Company has good and valid title, and as of the Effective Time, PropCo will have good and valid title, subject to Permitted Liens and any encumbrances and obligations that run with the land (including, but not limited to, easements and right-of-way agreements), title to each real property owned by the Company or any Subsidiary of the Company (such owned property collectively, the “Company Owned Real Property”) and (ii) either the Company or a Subsidiary of the Company has a good and valid leasehold interest, and as of the Effective Time, PropCo will have good and valid leasehold interest, interest in each material lease, material sublease and other material agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (including real property at which operations of the Company or any of its Subsidiaries are conducted) (such property, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens and any Lien affecting solely and, with respect to (ii), except for those reflected or reserved against in the interest balance sheet of the landlord thereunderCompany as of December 31, 2016 and included in the Company SEC Documents. Each Company Real Property Lease is, and after giving effect to the Distribution will be, is valid, binding and in full force and effect, subject to the limitation of such enforcement by the Remedies Exceptions. No uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, Company or of the landlord or sublandlord thereunder (as applicable), exists under any Company Real Property Lease, and and, to the knowledge of the Company, no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.15(a3.16(a) of the Company Disclosure Letter sets forth a correct and complete list, as of the date hereofof this Agreement, of the Company Owned Real Property and the Company Leased Real Property.

Assets and Properties. (a) Except as set forth in Section 3.15 4.7 of the Company Disclosure Letter, Schedule lists all real property and except for the Excluded Company Real Property, (i) either the Company or a Subsidiary of the Company has good and valid title, and as of the Effective Time, PropCo will have good and valid title, subject to Permitted Liens and any encumbrances and obligations that run with the land (including, but not limited to, easements and right-of-way agreements), to each interests in real property owned by the Company or any Subsidiary of the Company (such owned property collectively, the “Company Owned Real Property”) and ), or leased or subleased (ii) either the Company or a Subsidiary of the Company has a good and valid leasehold interest“Leased Real Property”), and as of the Effective Time, PropCo will have good and valid leasehold interest, in each material lease, material sublease and other material agreement under which by the Company or any of its Subsidiaries uses as of the date hereof. Prior to the date hereof, the Company has made available to Buyer true and complete copies of all lease and sublease agreements applicable to the Leased Real Property (the “Leases”). Except for defects in title (or occupies other Liens) or failures to be in full force and effect which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, each of the Company and its Subsidiaries has good, valid and marketable fee simple title to the right to use Owned Real Property, or occupy any real property a valid leasehold interest in the Leased Real Property (including real property at which operations of all rights, title, privileges and appurtenances pertaining or relating thereto). Each Lease is valid, binding and enforceable in accordance with its terms and neither the Company or any of its Subsidiaries are conducted) (such property, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens and any Lien affecting solely the interest of the landlord thereunder. Each Company Real Property Lease is, and after giving effect to the Distribution will be, valid, binding and in full force and effect, subject to the limitation of such enforcement by the Remedies Exceptions. No uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary ornor, to the knowledge of Company’s knowledge, any other party to any Lease, is in breach or default under such Lease, and, to the Company’s knowledge, the landlord or sublandlord thereunder (as applicable), exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving delivery of notice, the passage of time, time or both, would constitute such a material breach or default default, or permit the termination, modification or acceleration of rent under such leases or subleases, in each case expect as would not, individually or in the aggregate, reasonably be expected to have a Company Real Property LeaseMaterial Adverse Effect. Except as disclosed in Section 3.15(a4.7(a) of the Company Disclosure Letter sets forth a correct and complete listSchedule, as of the date hereof, of neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted to any Person the right to use or occupy the Owned Real Property or Leased Real Property or any portion thereof. The Owned Real Property and the Company Leased Real PropertyProperty is the only real property or interests in real property used or held for use in the operation of the business of the Company and its Subsidiaries.