Common use of Assets; Properties Clause in Contracts

Assets; Properties. (a) Except as set forth on Schedule 4.08(a), the Company and the Sold Subsidiaries own good title to, or hold pursuant to valid and enforceable leases, and as of Closing, Newco, the Company and the Sold Subsidiaries will own good title to, or hold pursuant to valid and enforceable leases, all of the material personal property used in or necessary for the operation of the Businesses as currently conducted, free and clear of all Liens, except for Permitted Liens, and except for inventory and obsolete personal property disposed of by the Company, Newco and the Sold Subsidiaries in the ordinary course of business consistent with past practices since the date of the Latest Balance Sheet (and with respect to which any necessary replacement personal property has been obtained). All such material personal property, taken as a whole, has been maintained in accordance with industry practices, is in good operating condition (subject to normal wear and tear given the use and age of such property) and is usable in the ordinary course of business consistent with the past practices of the Company, Newco and the Sold Subsidiaries. (b) The real property listed on Schedule 4.08(b) constitutes all of the real property leased, subleased, licensed or otherwise used or occupied under grant of any contractual right, written or oral, by the Company, Newco and the Sold Subsidiaries (together with all land, buildings, structures, improvements, fixtures and other interests in real property, and all easements, rights of way and other appurtenances thereunto belonging or appertaining, and all rights and privileges under the Leases related thereto, the "Leased Real Property"). Schedule 4.08(b) also sets forth a list of all leases, subleases, licenses and other agreements pursuant to which the Company, Newco or any of the Sold Subsidiaries holds any Leased Real Property (collectively, including all amendments or modifications thereto, the "Leases"). Except as set forth on Schedule 4.08(b), the Leases are in full force and effect, and the Company, Newco or a Sold Subsidiary holds a valid and existing leasehold interest under each such Lease, subject to proper authorization and execution of such Lease by the other party thereto and the application of any bankruptcy or creditor's rights Laws. Except as set forth on Schedule 4.08(b), Seller has delivered or made available to Buyer complete and accurate copies of each of the Leases, and none of such Leases has been modified or amended in any material respect. With respect to each of the Leases, (i) none of Newco, the Company nor any Sold Subsidiary is in default in any material respect under any of such Leases, and, to the Company's Knowledge, no other party to any such Leases is in default in any respect under any of such Leases and no conditions or events exist which, with the giving of notice or passage or time, or both, would constitute a default in any respect under any such Leases, (ii) none of Newco's, the Company's nor any Sold Subsidiary's possession and quiet enjoyment of the Leased Real Property under any such Lease has been disturbed, and there are no current Threatened disputes with respect to any such Lease, (iii) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full, (iv) none of Newco, the Company nor any Sold Subsidiary owes, nor will owe in the future, any brokerage commissions or finder's fees with respect to such Lease, (v) none of the Company nor any Sold Subsidiary has subleased, licensed or otherwise granted any other party the right to use or occupy such Leased Real Property or any portion thereof, and (vi) none of the Company nor any Sold Subsidiary has collaterally assigned or granted any security interest in such Lease or any interest therein. (c) The real property listed on Schedule 4.08(c), together with all buildings, structures, improvements and fixtures thereon and all easements, rights of way and other appurtenances and interests thereunto belonging or appertaining thereto (the "Owned Real Property", and collectively with the Leased Real Property, the "Real Property") constitutes all of the real property owned by the Company, Newco and the Sold Subsidiaries. Except as set forth on Schedule 4.08(c), none of Newco, the Company nor any Sold Subsidiary owns or, to the Company's Knowledge, has since April 13, 2007, owned any other real property. Except as set forth on Schedule 4.08(c), (i) the Company, Newco or a Sold Subsidiary holds marketable, fee simple title to the Owned Real Property, free and clear of all Liens as of the Closing Date, except Permitted Liens, and (ii) the Company, Newco and the Sold Subsidiaries have not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof. (d) With respect to the Real Property, except as set forth on Schedule 4.08(d), (i) the Real Property comprises all of the real property used in connection with the Businesses, (ii) there are no pending or Threatened condemnation, eminent domain or expropriation proceedings (or negotiations regarding transfers in lieu thereof), Actions relating to any of the Real Property, the improvements thereon or any portion thereof, and there is no Governmental Order outstanding, or any Action pending or Threatened relating to the ownership, lease, use or occupancy of the Real Property or any portion thereof, or the operation of the Businesses as currently conducted thereon, (iii) except for Permitted Liens, there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of the Owned Real Property, (iv) except for Permitted Liens, there are no outstanding options or rights of first refusal to purchase the Owned Real Property, the improvements located on the Owned Real Property or any portion thereof or interest therein, (v) all improvements on the Owned Real Property or making up the Leased Real Property are in reasonable, working condition, subject only to normal maintenance, are reasonably sufficient for the operation thereof for its current use, and to the Knowledge of the Company there is no material structural or other physical defect or deficiency in the condition of such improvements nor any other facts or conditions that would, individually or in the aggregate, interfere in any material respect with the use or occupancy of such improvements or any portion thereof in the operation of the Businesses as currently conducted thereon and (vi) each Real Property is in material compliance with all applicable building, zoning, subdivision, health and safety and other land use and building Laws, including the Americans with Disabilities Act of 1990, as amended, or is in compliance with such land use and building Laws in effect as of the time of the construction, acquisition or occupancy of such Real Property (as the case may be) and is not required to comply with any land use and building Laws enacted subsequent to such construction, acquisition or occupancy (as the case may be), including, with respect to both any such then-in-effect or later-enacted land use and building Laws, any amendments thereto, absent a change in use or material modification of such Real Property, and all underwriting requirements under insurance policies affecting the Real Property, and none of the Company, Newco nor any Sold Subsidiary has received any notice of violation of any such Laws which has not heretofore been cured or corrected.

Assets; Properties. (a) Except as set forth on Schedule 4.08(a), the The Company owns good and the Sold Subsidiaries own good valid title to, or hold pursuant to valid and enforceable leases, and as of Closing, Newco, the Company and the Sold Subsidiaries will own good title to, or hold holds pursuant to valid and enforceable leases, all of the material personal property used in or necessary for the operation conduct of the Businesses business of the Company and its Subsidiaries as currently conducted, including all personal property shown to be owned or leased by it on the Latest Balance Sheet, free and clear of all Liens, except for Permitted Liens, and or acquired after the date thereof (except for inventory and obsolete personal property assets disposed of by the Company, Newco and the Sold Subsidiaries Company in the ordinary course of business consistent with past practices since the date of the Latest Balance Sheet (and with respect to which any necessary replacement personal property has been obtainedDate). All such material personal property, taken as a whole, has been maintained in accordance with industry practices, property is in good operating condition and repair (subject to normal ordinary wear and tear given the expected) in all material respects, is fit for use and age of such property) and is usable in the ordinary course of business consistent with and is sufficient for the past practices conduct of the Company, Newco business of the Company and its Subsidiaries in the Sold Subsidiariesmanner in which such business is currently being conducted. (b) Neither the Company nor its Subsidiaries own any real property. The real property listed demised by the leases described on Schedule 4.08(b4.18(b) (the “Leased Real Property”) constitutes all of the real property leased, subleased, licensed or otherwise used or occupied under grant of any contractual right, written or oral, leased by the Company, Newco Company and the Sold Subsidiaries (together with all land, buildings, structures, improvements, fixtures and other interests in real property, and all easements, rights of way and other appurtenances thereunto belonging or appertaining, and all rights and privileges under the Leases related thereto, the "Leased Real Property")its Subsidiaries. Schedule 4.08(b) also sets forth a list of all leases, subleases, licenses and other agreements pursuant to which the Company, Newco or any of the Sold Subsidiaries holds any Each Leased Real Property (collectivelylease is and will continue to be immediately following consummation of the Merger and the other transactions contemplated by this Agreement, including all amendments or modifications thereto, the "Leases"). Except as set forth on Schedule 4.08(b), the Leases are in full force and effect, effect and binding and enforceable against each of the Company, Newco or a Sold Subsidiary holds a valid and existing leasehold interest under each such Leaseparties thereto in accordance with its terms, subject to proper authorization and execution of such Lease by the other party thereto obtaining any required consent identified on Schedule 4.03(c) and the application of any bankruptcy or creditor's ’s rights Laws. Except as set forth on Schedule 4.08(bThe Company or a Subsidiary of the Company holds a valid and existing leasehold interest in the Leased Real Property for the full term of each such lease, free and clear of any Liens (other than Permitted Liens), Seller . The Company has delivered or made available to Buyer complete and accurate Parent copies of each of the Leasesleases described on Schedule 4.18(b), and none of such Leases leases has been modified or amended in any material respect, except to the extent that such modifications are disclosed by the copies delivered or made available to Parent. With respect to each of the Leases, (i) none of Newco, Neither the Company nor any Sold Subsidiary of its Subsidiaries is or, to the knowledge of the Company, is alleged to be, in breach of or in default in any material respect under any of such Leases, and, to the Company's Knowledge, no other Leased Real Property lease. (c) No party to any such Leases is in default in any respect under any of such Leases and no conditions or events exist which, with the giving of notice or passage or time, or both, would constitute a default in any respect under any such Leases, (ii) none of Newco's, the Company's nor any Sold Subsidiary's possession and quiet enjoyment of the Leased Real Property under leases has exercised any such Lease termination right with respect thereto. No party to any of the Leased Real Property leases has been disturbed, repudiated any provision thereof and there are is no current Threatened disputes material dispute, material oral agreement or forbearance program in effect with respect to any such Lease, (iii) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full, (iv) none of Newco, the Company nor any Sold Subsidiary owes, nor will owe in the future, any brokerage commissions or finder's fees with respect to such Lease, (v) none of the Company nor any Sold Subsidiary has subleased, licensed or otherwise granted any other party the right to use or occupy such Leased Real Property or any portion thereof, and (vi) none of the Company nor any Sold Subsidiary has collaterally assigned or granted any security interest in such Lease or any interest therein. (c) The real property listed on Schedule 4.08(c), together with all buildings, structures, improvements and fixtures thereon and all easements, rights of way and other appurtenances and interests thereunto belonging or appertaining thereto (the "Owned Real Property", and collectively with the Leased Real Property, the "Real Property") constitutes all of the real property owned by the Company, Newco and the Sold Subsidiaries. Except as set forth on Schedule 4.08(c), none of Newco, the Company nor any Sold Subsidiary owns or, to the Company's Knowledge, has since April 13, 2007, owned any other real property. Except as set forth on Schedule 4.08(c), (i) the Company, Newco or a Sold Subsidiary holds marketable, fee simple title to the Owned Real Property, free and clear of all Liens as of the Closing Date, except Permitted Liens, and (ii) the Company, Newco and the Sold Subsidiaries have not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof. (d) With respect to the Real Property, except as set forth on Schedule 4.08(d), (i) the Real Property comprises all of the real property used in connection with the Businesses, (ii) there are no pending or Threatened condemnation, eminent domain or expropriation proceedings (or negotiations regarding transfers in lieu thereof), Actions relating to any of the Real Property, the improvements thereon or any portion thereof, and there is no Governmental Order outstanding, or any Action pending or Threatened relating to the ownership, lease, use or occupancy of the Real Property or any portion thereof, or the operation of the Businesses as currently conducted thereon, (iii) except for Permitted Liens, there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of the Owned Real Property, (iv) except for Permitted Liens, there are no outstanding options or rights of first refusal to purchase the Owned Real Property, the improvements located on the Owned Real Property or any portion thereof or interest therein, (v) all improvements on the Owned Real Property or making up the Leased Real Property are in reasonable, working condition, subject only to normal maintenance, are reasonably sufficient for the operation thereof for its current use, and to the Knowledge of the Company there is no material structural or other physical defect or deficiency in the condition of such improvements nor any other facts or conditions that would, individually or in the aggregate, interfere in any material respect with the use or occupancy of such improvements or any portion thereof in the operation of the Businesses as currently conducted thereon and (vi) each Real Property is in material compliance with all applicable building, zoning, subdivision, health and safety and other land use and building Laws, including the Americans with Disabilities Act of 1990, as amended, or is in compliance with such land use and building Laws in effect as of the time of the construction, acquisition or occupancy of such Real Property (as the case may be) and is not required to comply with any land use and building Laws enacted subsequent to such construction, acquisition or occupancy (as the case may be), including, with respect to both any such then-in-effect or later-enacted land use and building Laws, any amendments thereto, absent a change in use or material modification of such Real Property, and all underwriting requirements under insurance policies affecting the Real Property, and none of the Company, Newco nor any Sold Subsidiary has received any notice of violation of any such Laws which has not heretofore been cured or correctedleases.

Assets; Properties. (a) Except as set forth on Schedule 4.08(a4.18(a), the Company owns good and the Sold Subsidiaries own good valid title to, or hold pursuant to valid and enforceable leases, and as of Closing, Newco, the Company and the Sold Subsidiaries will own good title to, or hold holds pursuant to valid and enforceable leases, all of the material personal property used in or necessary for the operation conduct of the Businesses business of the Company and its Subsidiaries as currently conducted, including all personal property shown to be owned or leased by it on the Latest Balance Sheet, free and clear of all Liens, except for Permitted Liens, and or acquired after the date thereof (except for inventory and obsolete personal property assets disposed of by the Company, Newco and the Sold Subsidiaries Company in the ordinary course of business consistent with past practices since the date of the Latest Balance Sheet (and with respect to which any necessary replacement personal property has been obtainedDate). All such material personal property, taken as a whole, has been maintained in accordance with industry practices, property is in good operating condition and repair (subject to normal ordinary wear and tear given the expected) in all material respects, is fit for use and age of such property) and is usable in the ordinary course of business consistent with and is sufficient for the past practices conduct of the Company, Newco business of the Company and its Subsidiaries in the Sold Subsidiariesmanner in which such business is currently being conducted. (b) Neither the Company nor its Subsidiaries own any real property. The real property listed demised by the leases described on Schedule 4.08(b4.18(b) (the “Leased Real Property”) constitutes all of the real property leased, subleased, licensed or otherwise used or occupied under grant of any contractual right, written or oral, leased by the Company, Newco Company and the Sold Subsidiaries (together with all land, buildings, structures, improvements, fixtures and other interests in real property, and all easements, rights of way and other appurtenances thereunto belonging or appertaining, and all rights and privileges under the Leases related thereto, the "Leased Real Property"). Schedule 4.08(b) also sets forth a list of all leases, subleases, licenses and other agreements pursuant to which the Company, Newco or any of the Sold Subsidiaries holds any Leased Real Property (collectively, including all amendments or modifications thereto, the "Leases")its Subsidiaries. Except as set forth on Schedule 4.08(b4.18(b), the Leases Leased Real Property leases are in full force and effect, and the Company, Newco Company or a Sold Subsidiary of the Company holds a valid and existing leasehold interest under each such Leaselease, subject to proper authorization and execution of such Lease lease by the other party thereto and the application of any bankruptcy or creditor's ’s rights Laws. Except as set forth on Schedule 4.08(b), Seller The Company has delivered or made available to Buyer complete and accurate Parent copies of each of the Leasesleases described on Schedule 4.18(b), and none of such Leases leases has been modified or amended in any material respect, except to the extent that such modifications are disclosed by the copies delivered or made available to Parent. With respect to each of the Leases, (i) none of Newco, Neither the Company nor any Sold Subsidiary of its Subsidiaries is or, to the knowledge of the Company, is alleged to be, in breach of or in default in any material respect under any of such Leases, and, to the Company's Knowledge, no other Leased Real Property lease. (c) No party to any such Leases is in default in any respect under any of such Leases and no conditions or events exist which, with the giving of notice or passage or time, or both, would constitute a default in any respect under any such Leases, (ii) none of Newco's, the Company's nor any Sold Subsidiary's possession and quiet enjoyment of the Leased Real Property under leases has exercised any such Lease termination right with respect thereto. No party to any of the Leased Real Property leases has been disturbed, repudiated any provision thereof and there are is no current Threatened disputes material dispute, material oral agreement or forbearance program in effect with respect to any such Lease, (iii) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full, (iv) none of Newco, the Company nor any Sold Subsidiary owes, nor will owe in the future, any brokerage commissions or finder's fees with respect to such Lease, (v) none of the Company nor any Sold Subsidiary has subleased, licensed or otherwise granted any other party the right to use or occupy such Leased Real Property or any portion thereof, and (vi) none of the Company nor any Sold Subsidiary has collaterally assigned or granted any security interest in such Lease or any interest therein. (c) The real property listed on Schedule 4.08(c), together with all buildings, structures, improvements and fixtures thereon and all easements, rights of way and other appurtenances and interests thereunto belonging or appertaining thereto (the "Owned Real Property", and collectively with the Leased Real Property, the "Real Property") constitutes all of the real property owned by the Company, Newco and the Sold Subsidiaries. Except as set forth on Schedule 4.08(c), none of Newco, the Company nor any Sold Subsidiary owns or, to the Company's Knowledge, has since April 13, 2007, owned any other real property. Except as set forth on Schedule 4.08(c), (i) the Company, Newco or a Sold Subsidiary holds marketable, fee simple title to the Owned Real Property, free and clear of all Liens as of the Closing Date, except Permitted Liens, and (ii) the Company, Newco and the Sold Subsidiaries have not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof. (d) With respect to the Real Property, except as set forth on Schedule 4.08(d), (i) the Real Property comprises all of the real property used in connection with the Businesses, (ii) there are no pending or Threatened condemnation, eminent domain or expropriation proceedings (or negotiations regarding transfers in lieu thereof), Actions relating to any of the Real Property, the improvements thereon or any portion thereof, and there is no Governmental Order outstanding, or any Action pending or Threatened relating to the ownership, lease, use or occupancy of the Real Property or any portion thereof, or the operation of the Businesses as currently conducted thereon, (iii) except for Permitted Liens, there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of the Owned Real Property, (iv) except for Permitted Liens, there are no outstanding options or rights of first refusal to purchase the Owned Real Property, the improvements located on the Owned Real Property or any portion thereof or interest therein, (v) all improvements on the Owned Real Property or making up the Leased Real Property are in reasonable, working condition, subject only to normal maintenance, are reasonably sufficient for the operation thereof for its current use, and to the Knowledge of the Company there is no material structural or other physical defect or deficiency in the condition of such improvements nor any other facts or conditions that would, individually or in the aggregate, interfere in any material respect with the use or occupancy of such improvements or any portion thereof in the operation of the Businesses as currently conducted thereon and (vi) each Real Property is in material compliance with all applicable building, zoning, subdivision, health and safety and other land use and building Laws, including the Americans with Disabilities Act of 1990, as amended, or is in compliance with such land use and building Laws in effect as of the time of the construction, acquisition or occupancy of such Real Property (as the case may be) and is not required to comply with any land use and building Laws enacted subsequent to such construction, acquisition or occupancy (as the case may be), including, with respect to both any such then-in-effect or later-enacted land use and building Laws, any amendments thereto, absent a change in use or material modification of such Real Property, and all underwriting requirements under insurance policies affecting the Real Property, and none of the Company, Newco nor any Sold Subsidiary has received any notice of violation of any such Laws which has not heretofore been cured or correctedleases.

Assets; Properties. (a) Except as set forth on Schedule 4.08(a4.15(a), the Company and the Sold Subsidiaries own each Company Subsidiary owns good title to, or hold holds pursuant to valid and enforceable leasesleases (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and as general principles of Closing, Newco, equity affecting the Company availability of specific performance and the Sold Subsidiaries will own good title to, or hold pursuant to valid and enforceable leasesother equitable remedies), all of the material personal property used in assets shown to be owned or necessary for leased by it on the operation of the Businesses as currently conductedLatest Balance Sheet, free and clear of all Liens, except for Permitted Liens, and except for inventory and obsolete personal property assets disposed of by the Company, Newco and the Sold Subsidiaries Company in the ordinary course of business consistent with past practices since the date of the Latest Balance Sheet (and with respect to which any necessary replacement personal property has been obtained)Sheet. All such material personal property, taken as a whole, has been maintained in accordance with industry practices, property is in good operating condition and repair (subject to normal ordinary wear and tear given the excepted) in all material respects and fit for use and age of such property) and is usable in the ordinary course of business consistent with business. The Company and each Company Subsidiary owns or has the past practices right to use all of the Company, Newco material assets that are necessary for the conduct of the business of the Company and the Sold SubsidiariesCompany Subsidiaries as currently conducted. (b) Neither the Company nor its Subsidiaries own any real property and neither the Company nor its Subsidiaries are party to any agreement or option to purchase any real property or interest therein relating to the business of the Company or any Subsidiary. The real property listed demised by the leases described on Schedule 4.08(b4.15(b) (the “Leased Real Property”) constitutes all of the real property leased, subleased, licensed or otherwise used or occupied under grant of any contractual right, written or oral, leased by the Company, Newco Company and the Sold Subsidiaries (together with all land, buildings, structures, improvements, fixtures and other interests in real property, and all easements, rights of way and other appurtenances thereunto belonging or appertaining, and all rights and privileges under the Leases related thereto, the "Leased Real Property"). Schedule 4.08(b) also sets forth a list of all leases, subleases, licenses and other agreements pursuant to which the Company, Newco or any of the Sold Subsidiaries holds any Leased Real Property (collectively, including all amendments or modifications thereto, the "Leases")its Subsidiaries. Except as set forth on Schedule 4.08(b4.15(b), (i) the Leases Leased Real Property leases (the “Leases”) are legal, valid, binding, enforceable and in full force and effecteffect (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies), and the Company, Newco Company or a Sold Subsidiary of the Company holds a valid and existing leasehold interest under each such Leaselease, subject to proper authorization and execution of such Lease lease by the other party thereto and the application of any bankruptcy or creditor's ’s rights Laws. Except as set forth on Schedule 4.08(b), Seller has delivered or made available to Buyer complete free and accurate copies clear of each of the Leasesany Liens, and none of such Leases has been modified or amended in any material respect. With respect to each of the Leases, (i) none of Newco, the Company nor any Sold Subsidiary is in default in any material respect under any of such Leases, and, to the Company's Knowledge, no other party to any such Leases is in default in any respect under any of such Leases and no conditions or events exist which, with the giving of notice or passage or time, or both, would constitute a default in any respect under any such Leasesthan Permitted Liens, (ii) none of Newco's, the Company's nor any Sold ’s or Subsidiary's ’s possession and quiet enjoyment of the Leased Real Property under any such Lease has not been disturbeddisturbed and, and to the Company’s Knowledge, there are no current Threatened material disputes with respect to any such Lease, (iii) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full, (iv) none of Newco, the Company nor any Sold Subsidiary owes, nor will owe in the future, any brokerage commissions or finder's fees with respect to such Lease, (viii) none of neither the Company nor any Sold Subsidiary has subleased, licensed or otherwise granted any other party Person the right to use or occupy such Leased Real Property or any portion thereof, and (viiv) none of neither the Company nor any Sold Subsidiary subsidiary has collaterally assigned or granted any other security interest in such Lease or any interest therein. , (cv) The real property listed on Schedule 4.08(c)there are no pending, together with all buildingsor to the Company’s Knowledge, structures, improvements and fixtures thereon and all easements, rights of way and other appurtenances and interests thereunto belonging threatened material condemnation or appertaining thereto (the "Owned Real Property", and collectively with the similar proceedings related to any Leased Real Property, the "Real Property") constitutes all . The Company has delivered or made available to Parent copies of each of the real property owned leases described on Schedule 4.15, and none of such leases has been modified in any material respect, except to the extent that such modifications are disclosed by the copies delivered or made available to Parent. Neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any other party to any Lease is in breach or default in any material respect under any such leases and there does not exist under any Lease any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by the Company, Newco and the Sold Subsidiaries. Except as set forth on Schedule 4.08(c), none of Newco, the Company nor any Sold Subsidiary owns or, to the Company's ’s Knowledge, has since April 13, 2007, owned any other real property. Except as set forth on Schedule 4.08(cparty to such Lease (or permit the termination, modification or acceleration of rent under such Lease), (i) the Company, Newco or a Sold Subsidiary holds marketable, fee simple title to the Owned Real Property, free and clear of all Liens as of the Closing Datein each case, except Permitted Liens, for such breaches and (ii) the Company, Newco and the Sold Subsidiaries defaults as to which requisite waivers or consents have been obtained or which would not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof. (d) With respect to the Real Property, except as set forth on Schedule 4.08(d), (i) the Real Property comprises all of the real property used in connection with the Businesses, (ii) there are no pending or Threatened condemnation, eminent domain or expropriation proceedings (or negotiations regarding transfers in lieu thereof), Actions relating to any of the Real Property, the improvements thereon or any portion thereof, and there is no Governmental Order outstanding, or any Action pending or Threatened relating to the ownership, lease, use or occupancy of the Real Property or any portion thereof, or the operation of the Businesses as currently conducted thereon, (iii) except for Permitted Liens, there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of the Owned Real Property, (iv) except for Permitted Liens, there are no outstanding options or rights of first refusal to purchase the Owned Real Property, the improvements located on the Owned Real Property or any portion thereof or interest therein, (v) all improvements on the Owned Real Property or making up the Leased Real Property are in reasonable, working condition, subject only to normal maintenance, are reasonably sufficient for the operation thereof for its current use, and to the Knowledge of the Company there is no material structural or other physical defect or deficiency in the condition of such improvements nor any other facts or conditions that would, individually or in the aggregate, interfere in any material respect with the use or occupancy of such improvements or any portion thereof in the operation of the Businesses as currently conducted thereon and (vi) each Real Property is in material compliance with all applicable building, zoning, subdivision, health and safety and other land use and building Laws, including the Americans with Disabilities Act of 1990, as amended, or is in compliance with such land use and building Laws in effect as of the time of the construction, acquisition or occupancy of such Real Property (as the case may be) and is not required to comply with any land use and building Laws enacted subsequent to such construction, acquisition or occupancy (as the case may be), including, with respect to both any such then-in-effect or later-enacted land use and building Laws, any amendments thereto, absent a change in use or material modification of such Real Property, and all underwriting requirements under insurance policies affecting the Real Property, and none of the Company, Newco nor any Sold Subsidiary has received any notice of violation of any such Laws which has not heretofore been cured or correctedbe material.