Common use of Interests in Real Property Clause in Contracts

Interests in Real Property. (a) Schedule 3.11 sets forth a true and complete list of all real properties owned and all material real property leased by the Company or any of its Subsidiaries. Each of the Company and its Subsidiaries has good and marketable title in fee simple to all real properties owned by it, free and clear of all Liens, except for Permitted Liens, and valid and enforceable leasehold interests in all real estate leased by it, except where the lack of such title or the invalidity or unenforceability of such leasehold interests could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) None of the real properties owned by, or the leasehold estates of, the Company or any Subsidiary are subject to (i) any Liens or (ii) any easements, rights of way, licenses, grants, building or use restrictions, exceptions, reservations, limitations or other impediments that, in either case (i) or (ii), will materially adversely affect the value thereof for their present use, taken as a whole, or that materially interfere with or impair the present and continued use thereof, taken as a whole, in the usual and normal conduct of the business of any such person. (c) To the best knowledge of the Company, all improvements on such real properties and the operations therein conducted conform in all material respects to all applicable health, fire, environmental, safety, zoning and building laws, ordinances and administrative regulations (whether through grandfathering provisions, permitted use exceptions, variances or otherwise), except for possible nonconforming uses or violations that do not and will not interfere with the present use, operation or maintenance thereof as now used, operated or maintained or access thereto, and that do not and will not materially affect the value thereof for their present use. Neither the Company nor any Subsidiary has received notice of any violation of or noncompliance with any such laws, ordinances or administrative regulations from any applicable governmental or regulatory authority, except for notices of violations or failures so to comply, if any, that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Interests in Real Property. (a) Schedule 3.11 sets forth a true and complete list of all real properties owned and all material real property leased by each of the Company or any of its SubsidiariesRenters Choice Entities. Each of the Company and its Subsidiaries Renters Choice Entity has good and marketable title in fee simple to all real properties owned by it, free and clear of all Liens, except for Permitted Liens, it and valid and enforceable leasehold interests in all real estate leased by it, except where the lack of such title or the invalidity or unenforceability of such leasehold interests could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) None Immediately following the Acquisition, none of the real properties owned by, by or the leasehold estates of, the Company or of any Subsidiary are Renters Choice Entity will be subject to (i) any Liens other than Permitted Liens or (ii) any easements, rights of way, licenses, grants, building or use restrictions, exceptions, reservations, limitations or other impediments that, in either case (i) or (ii), will materially adversely affect the value thereof for their present use, taken as a whole, or that materially interfere with or impair the present and continued use thereof, taken as a whole, in the usual and normal conduct of the business of any such person. (c) To the best knowledge of the CompanyRenters Choice Entities, all improvements on such real properties and the operations therein conducted conform in all material respects to all applicable health, fire, environmental, safety, zoning and building laws, ordinances and administrative regulations (whether through grandfathering provisions, permitted use exceptions, variances or otherwise), except for possible nonconforming uses or violations that do not and will not interfere with the present use, operation or maintenance thereof as now used, operated or maintained or access thereto, and that do not and will not materially affect the value thereof for their present use. Neither the Company nor any Subsidiary No Renters Choice Entity has received notice of any violation of or noncompliance with any such laws, ordinances or administrative regulations from any applicable governmental or regulatory authority, except for notices of violations or failures so to comply, if any, that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) Immediately following the Closing and the Acquisition, the Shares will not be a "United States real property interest" within the meaning of section 897 of the Code.

Interests in Real Property. (a) None of the Companies owns any real property. Schedule 3.11 3.12 sets forth a true and complete list of all real properties owned and all material each parcel of real property leased by any of the Company Companies. A true and complete copy of each lease listed on Schedule 3.12 has been provided to Buyer. All of such leases are valid and enforceable, and there does not exist any default under any of such leases, or any event which, with the giving of its Subsidiariesnotice or passage of time, or both, would constitute a default under any of such leases. Each There are no circumstances known to the Selling Shareholders or the Companies which are likely to give rise to any dispute in relation to any of such real properties with any governmental or local authority, superior lessor, tenant or licensee or with the owner or occupier of any adjoining or neighboring property or any other party. No notice, whether formal or informal, has been served upon any Company under the Crown Land Resumption Ordinance (Cap. 124) or under the Mass Transit Railway (Land Resumption and Related Provisions) Ordinance (Cap. 276) or any notice of a similar nature the implementation of which would affect the occupation or enjoyment or the redevelopment potential of such real properties and such real properties are not included in any layout plans (draft or approved) under the Town Planning Ordinance (Cap. 131). The Companies have complied in all material respects with all legislation, statutory requirements, governmental or other orders, rules, directives or (a) are not subject to any covenants, obligations, restrictions or conditions which are of any unusual or onerous nature or which would affect the use or continued use of the Company and its Subsidiaries has good and marketable title in fee simple properties by the relevant owners for the purpose or to all real properties owned by it, free and clear of all Liens, except for Permitted Liens, and valid and enforceable leasehold interests in all real estate leased by it, except where the lack of such title or the invalidity or unenforceability of such leasehold interests could not, individually extent or in the aggregate, reasonably be expected to have a Material Adverse Effect.manner now used; (b) None do not enjoy any right, easement or privilege, the withdrawal or cessation of which would adversely affect the use or continued use of any of such real properties by the relevant owners for the purpose for or to the extent to or in the manner in which it is now used; (c) are not affected by any of the real properties owned by, or the leasehold estates of, the Company or any Subsidiary are subject to following matters: (i) any Liens closing order, demolition order or clearance order; (ii) any easements, rights outstanding notice issued under any Hong Kong Ordinance; (iii) any order or proposal publicly advertised or of way, licenses, grants, building which written notice has been received for the compulsory acquisition or requisition of the whole or any part thereof or the discontinuance of any use restrictions, exceptions, reservations, limitations or other impediments that, in either case (i) the removal of any building; or (ii), will materially adversely affect iv) any agreement with any public body or authority regulating the value use or development thereof for their present use, taken except as a whole, or that materially interfere with or impair the present and continued use thereof, taken as a whole, stated in the usual agreement for leases or crown lease; and normal conduct neither the Selling Shareholders nor Valence are aware of any intention on the part of the business relevant authorities to issue any such order or notice or any matter which give rise to the issue of any such person. (c) To order or notice. As at the best knowledge date hereof, to the Knowledge of the CompanySelling Shareholders and the Companies, all improvements on there is no agreement to sell or part with the possession of or let or license or grant any option over or otherwise dispose of any interest in such properties or any part thereof. All of such real properties property interests and improvements, the furniture, fixtures and equipment relating thereto, and the operations therein conducted operation of the businesses of the Companies thereon, conform in all material respects to any and all applicable health, fire, environmental, safety, zoning and building laws, ordinances and administrative regulations (whether through grandfathering provisionsregulations. Except as set forth on Schedule 3.12, permitted use exceptionsall buildings, variances or otherwise), except for possible nonconforming uses or violations that do not structures and will not interfere with fixtures used by the present use, operation or maintenance thereof as now used, operated or maintained or access thereto, and that do not and will not materially affect the value thereof for their present use. Neither the Company nor any Subsidiary has received notice of any violation of or noncompliance with any such laws, ordinances or administrative regulations from any applicable governmental or regulatory authority, except for notices of violations or failures so to comply, if any, that could not, individually or Companies in the aggregateconduct of the businesses of the Companies are located on the parcels of real property listed in Schedule 3.12 and are in good operating condition and repair, reasonably be expected to have a Material Adverse Effectordinary wear and tear excepted.

Interests in Real Property. (a) Schedule 3.11 4.13 sets forth a true and complete list of all real properties property owned and all material real property leased by the Company or any of its Subsidiariesthe Thane Entities. Each of the Company and its Subsidiaries Thane Entities has good and marketable title in fee simple to all real properties property owned by it, free and clear of all Liens, except for Permitted Liens, and valid and enforceable leasehold interests in all real estate property leased by it, except where the lack of such title or the invalidity or unenforceability of such leasehold interests could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) None of the real properties property owned by, or the leasehold estates of, any of the Company or any Subsidiary are Thane Entities is subject to (i) any Liens other than Permitted Liens or (ii) any easements, rights of way, licenses, grants, building or use restrictions, exceptions, reservations, limitations or other impediments that, in either case (i) or (ii), will materially adversely affect the value thereof for their present use, taken as a whole, or that materially interfere with or impair the present and continued use thereof, taken as a whole, in the usual and normal conduct of the business of any such personPerson. (c) To the best knowledge Knowledge of the CompanyThane, all improvements on such real properties property and the operations therein conducted conform in all material respects to all applicable health, fire, environmental, safety, zoning and building laws, ordinances and administrative regulations (whether through grandfathering provisions, permitted use exceptions, variances or otherwise), except for possible nonconforming uses or violations that do not and will not interfere with the present use, operation or maintenance thereof as now used, operated or maintained or access thereto, and that do not and will not materially affect the value thereof for their present use. Neither To the Company nor any Subsidiary Knowledge of Thane, none of the Thane Entities has received notice of any violation of or noncompliance with any such laws, ordinances or administrative regulations from any applicable governmental or regulatory authorityGovernmental Authority, except for notices of violations or failures so to comply, if any, that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.