Common use of Leased and Owned Real Property Clause in Contracts

Leased and Owned Real Property. The Seller has valid and existing leasehold interests in all of the real property that it possesses, operates or occupies (or has similar rights to possess, operate or occupy) other than the Owned Real Property pursuant to its Leases and the Parent, the Seller or EnStructure has valid and existing leasehold interests in all of the real property that is the subject of the Subleases (or has similar rights to possess, operate or occupy) pursuant to its Leases (collectively, the “Leased Real Property”). Part 3.8 of the Disclosure Schedule contains a list of all Leases for Leased Real Property. A true and complete copy of each Lease has heretofore been delivered to the Purchaser. Each Lease is valid, binding and enforceable in accordance with its terms and is in full force and effect. The leasehold estate created by each Lease is free and clear of all Encumbrances, except for Permitted Encumbrances. There are no existing defaults by the Seller or the Parent, as applicable, under any of the Leases or, to the Knowledge of the Seller, EnStructure or the Parent, there are no existing defaults by any other party thereto. No event has occurred that (whether with or without notice, lapse of time or the happening or occurrence of any other event) would constitute a default under any Lease. Part 3.8 of the Disclosure Schedule contains an accurate and complete legal description of the Owned Real Property. The Seller holds title to the Owned Real Property in fee simple and Seller’s title is good and marketable, free and clear of all Encumbrances, except for Permitted Encumbrances. Except as set forth on Part 3.8 of the Disclosure Schedule, the Leased Real Property and the Owned Real Property (including, without limitation, all building, structures, improvements and fixtures located thereon, thereunder, thereover or therein, and all appurtenances thereto and other aspects thereof): (1) are in good operating condition and repair, normal wear and tear excepted, and is structurally sound and free of defects, with no material alterations or repairs being required thereto under applicable law or insurance company requirements; and (2) are otherwise suitable, sufficient, adequate and appropriate in all respects (including, physical, structural, operational, legal, practical or otherwise) for its current use, operation and occupancy, except for such failures as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. All buildings, structures, improvements and fixtures located on the Leased Real Property or the Owned Real Property are located wholly within the boundaries thereof and do not encroach upon the property of any other Person. No condemnation, eminent domain, or similar proceeding exists, is pending or, to the Knowledge of the Seller, EnStructure and the Parent, is threatened, with respect to or that could affect, the Leased Real Property or the Owned Real Property, except for such proceedings as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Leased and Owned Real Property. The Seller Disclosure Schedule lists all real property that the Company or its Subsidiaries owns (the "Owned Real Property") or leases (the "Leased Real Property"). With respect to each parcel of Owned Real Property, except as set forth in the Disclosure Schedule: (i) the Company or a Subsidiary thereof has valid good and existing leasehold interests marketable title thereto and each such parcel is free and clear of all Security Interests; (ii) there are no leases, subleases, licenses, concessions, or other agreements, written or oral, granting to any person the right of use or occupancy of any portion of such parcel; (iii) there are no outstanding actions or rights of first refusal or options to purchase such parcel or any portion thereof or interest therein; (iv) to the Company's knowledge, there is no physical condition affecting such property that materially interferes with access to or the present use of such parcel in the Ordinary Course of Business; and (v) to the Company's knowledge, all buildings and improvements located thereon are in good working order and condition. All certificates of occupancy, permits, licenses, franchises, approvals, and authorizations of all Governmental Entities having jurisdiction over the Tuscaloosa, Alabama facility (the "Alabama Facility"), required or appropriate to have been issued to the Company to enable the Alabama Facility to undergo the current expansion and to otherwise be lawfully occupied and used for all of the real property that purposes for which it possessesis currently occupied and used have been lawfully issued and are, operates or occupies (or has similar rights to possess, operate or occupy) other than the Owned Real Property pursuant to its Leases and the Parent, the Seller or EnStructure has valid and existing leasehold interests in all as of the real property that is the subject of the Subleases (or has similar rights to possessdate hereof, operate or occupy) pursuant to its Leases (collectively, the “Leased Real Property”). Part 3.8 of the Disclosure Schedule contains a list of all Leases for Leased Real Property. A true and complete copy of each Lease has heretofore been delivered to the Purchaser. Each Lease is valid, binding and enforceable in accordance with its terms and is in full force and effect. The leasehold estate created by each Lease is free Company has provided MergerCo with complete and clear correct copies of all Encumbrancesmaterial contracts for construction and equipment (collectively, except for Permitted Encumbrances. There are no existing defaults by the Seller or the Parent"Construction"), and an updated Construction budget, as applicable, under well as amounts paid to date for Construction and estimated Construction completion costs in connection with the expansion of the Alabama Facility. The Company has made available to MergerCo correct and complete copies of the leases and subleases (as amended to date) listed in the Disclosure Schedule. All such real property leases are in full force and effect and there exists no default of the Company or any of the Leases its Subsidiaries or, to the Knowledge of the SellerCompany's knowledge, EnStructure or the Parent, there are no existing defaults by any other party thereto. No event has occurred that (whether with or without notice, lapse of time or the happening or occurrence of any other event) would constitute a default under any Lease. Part 3.8 of the Disclosure Schedule contains an accurate and complete legal description of the Owned Real Property. The Seller holds title to the Owned Real Property in fee simple and Seller’s title is good and marketable, free and clear of all Encumbrances, except for Permitted Encumbrances. Except as set forth on Part 3.8 of the Disclosure Schedule, the Leased Real Property and the Owned Real Property (including, without limitation, all building, structures, improvements and fixtures located thereon, thereunder, thereover or therein, and all appurtenances thereto and other aspects thereof): (1) are in good operating condition and repair, normal wear and tear excepted, and is structurally sound and free of defects, with no material alterations or repairs being required thereto under applicable law or insurance company requirements; and (2) are otherwise suitable, sufficient, adequate and appropriate in all respects (including, physical, structural, operational, legal, practical or otherwise) for its current use, operation and occupancy, except for such failures as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. All buildings, structures, improvements and fixtures located on the Leased Real Property or the Owned Real Property are located wholly within the boundaries thereof and do not encroach upon the real property of any other Person. No condemnation, eminent domain, or similar proceeding exists, is pending or, to the Knowledge of the Seller, EnStructure and the Parent, is threatened, with respect to or that could affect, the Leased Real Property or the Owned Real Property, except for such proceedings as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectleases.

Leased and Owned Real Property. The Seller has valid and existing leasehold interests in all of the real property that it possesses, operates or occupies (or has similar rights to possess, operate or occupy) other than the Owned Real Property pursuant to its Leases and the Parent, the Seller or EnStructure has valid and existing leasehold interests in all of the real property that is the subject of the Subleases (or has similar rights to possess, operate or occupy) pursuant to its Leases (collectively, the “Leased Real Property”). Part 3.8 of the Disclosure Schedule contains a list of all Leases for Leased Real Property. A true and complete copy of each Lease has heretofore been delivered to the Purchaser. Each Lease is valid, binding and enforceable in accordance with its terms and is in full force and effect. The leasehold estate created by each Lease is free and clear of all Encumbrances, except for Permitted Encumbrances. There are no existing defaults by the Seller or the Parent, as applicable, under any of the Leases or, to the Knowledge of the Seller, EnStructure or the Parent, there are no existing defaults by any other party thereto. No event has occurred that (whether with or without notice, lapse of time or the happening or occurrence of any other event) would constitute a default under any Lease. Part 3.8 of the Disclosure Schedule contains an accurate and complete legal description of the Owned Real Property. The Seller holds title to the Owned Real Property in fee simple and Seller’s title is good and marketable, free and clear of all Encumbrances, except for Permitted Encumbrances. Except as set forth on Part 3.8 of the Disclosure Schedule, the Leased Real Property and the Owned Real Property (including, without limitation, all building, structures, improvements and fixtures located thereon, thereunder, thereover or therein, and all appurtenances thereto and other aspects thereof): (1) are in good operating condition and repair, normal wear and tear excepted, and is structurally sound and free of defects, with no material alterations or repairs being required thereto under applicable law or insurance company requirements; and (2) are otherwise suitable, sufficient, adequate and appropriate in all respects (including, physical, structural, operational, legal, practical or otherwise) for its current use, operation and occupancy, except for such failures as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. All buildings, structures, improvements and fixtures located on the Leased Real Property or the Owned Real Property are located wholly within the boundaries thereof and do not encroach upon the property of any other Person. No condemnation, eminent domain, or similar proceeding exists, is pending or, to the Knowledge of the Seller, EnStructure and the Parent, is threatened, with respect to or that could affect, the Leased Real Property or the Owned Real Property, except for such proceedings as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Leased and Owned Real Property. The Seller has valid (a) Schedule 3.12(a) contains a complete and existing leasehold interests in correct list of all of the real property that it possessesleased, operates subleased or occupies (licensed by the Company and its Subsidiaries or has similar rights with respect to possesswhich the Company and its Subsidiaries have the right to use, operate occupy or occupy) other than the Owned Real Property access pursuant to its Leases and the Parent, the Seller or EnStructure has valid and existing leasehold interests in all of the real property that is the subject Contracts, including easements, rights of the Subleases way, railway agreements or other similar real property agreements (or has similar rights to possess, operate or occupy) pursuant to its Leases (collectively, the “Leased Real Property”). Part 3.8 of , and the Disclosure Schedule contains a list of all Leases for Contracts pursuant to which such Leased Real PropertyProperty is leased, subleased or licensed (the “Leases”). A true and complete copy of each Lease has heretofore been delivered All Leased Real Property is leased to the Purchaser. Each Lease is Company or its Subsidiaries pursuant to written Leases, and all such written Leases are valid, binding and enforceable in accordance with its terms and is in full force and effect. The leasehold estate created by each effect according to their terms, subject to proper authorization and execution of such Lease is free and clear of all Encumbrances, except for Permitted Encumbrances. There are no existing defaults by the Seller or the Parent, as applicable, under any of the Leases or, to the Knowledge of the Seller, EnStructure or the Parent, there are no existing defaults by any other party thereto. No event has occurred that (whether with or without notice, lapse of time or thereto and the happening or occurrence application of any bankruptcy or other event) would constitute a default under any Lease. Part 3.8 of the Disclosure Schedule contains an accurate and complete legal description of the Owned Real Property. The Seller holds title to the Owned Real Property in fee simple and Sellercreditor’s title is good and marketable, free and clear of all Encumbrances, except for Permitted Encumbrancesrights laws. Except as set forth on Part 3.8 of Schedule 3.12(a), (i) neither the Disclosure ScheduleCompany nor its Subsidiaries has leased, subleased, licensed or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof, (ii) the Leased Real Property and the Owned Real Property (including, without limitation, all building, structures, improvements and fixtures located thereon, thereunder, thereover is not subject to any leases or therein, and all appurtenances thereto and other aspects thereof): (1) are in good operating condition and repair, normal wear and tear excepted, and is structurally sound and free tenancies of defects, with no material alterations or repairs being required thereto under applicable law or insurance company requirements; and (2) are otherwise suitable, sufficient, adequate and appropriate in all respects (including, physical, structural, operational, legal, practical or otherwise) for its current use, operation and occupancyany kind, except for such failures the Leases, and (iii) neither the Company nor its Subsidiaries is a party to any Contract, right of first offer, right of first refusal or option with respect to the purchase or sale of any real property or interest therein. Except as could notset forth on Schedule 3.12(a), individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. All buildings, structures, improvements and fixtures located on the Leased Real Property or the Owned Real Property are located wholly within the boundaries thereof and Transactions do not encroach upon require the property consent of any other Personparty to any Lease (except for any Leases for which a consent is obtained prior to the Closing), will not result in a material breach of or default under such Lease, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing. No condemnationThere are no material disputes with respect to any Lease. Neither the Company nor its Subsidiaries, eminent domainnor, or similar proceeding existsto the Company’s knowledge, any other party to any Lease, is pending in breach of or default under any Lease, and no event has occurred or circumstance exists that, with the delivery of notice, the passage of time or both, would constitute such a breach or default by the Company or any Subsidiary or, to the Knowledge Company’s knowledge, any other party, or permit the termination or modification of the Seller, EnStructure and the Parent, is threatened, any Lease or acceleration of rent under any Lease. No security deposit or portion thereof deposited with respect to any Lease has been applied in respect of a breach of or default under any Lease that could affecthas not been redeposited in full. Neither the Company nor any Subsidiary owes, the Leased Real Property or the Owned Real Property, except for such proceedings as could not, individually or and none will owe in the aggregatefuture, reasonably be expected any brokerage commissions or finder’s fees with respect to have a Material Adverse Effectany Lease.