Common use of Leased Real Estate Clause in Contracts

Leased Real Estate. Section 4.21(a) of the Parent Disclosure Letter contains a true and complete list of all Leases (including all amendments, extensions, renewals, guaranties, and other agreements with respect thereto) as of the date hereof for each such Leased Real Estate (including the date and name of the parties to such Lease document). Parent has delivered to the Company a true and complete copy of each such Lease. Except as set forth on Section 4.21(a) of Parent Disclosure Letter, with respect to each of the Leases: (i) such Lease is legal, valid, binding, enforceable, and in full force and effect; (ii) neither Parent nor any of its Subsidiaries nor, to the Knowledge of Parent, any other party to the Lease, is in breach or default under such Lease, and no event has occurred or circumstance exists which, with or without notice, lapse of time, or both, would constitute a breach or default under such Lease; (iii) Parent’s or its Subsidiary’s possession and quiet enjoyment of the Leased Real Estate under such Lease has not been disturbed, and to the Knowledge of Parent, there are no disputes with respect to such Lease; and (iv) there are no Liens on the estate created by such Lease other than Permitted Liens. Neither Parent nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated, or otherwise transferred any Lease or any interest therein nor has Parent or any of its Subsidiaries subleased, licensed, or otherwise granted any Person (other than another wholly owned Subsidiary of Parent) a right to use or occupy such Leased Real Estate or any portion thereof.

Leased Real Estate. Section 4.21(a3.13(a) of the Parent Company Disclosure Letter contains a true and complete list of all Leases (including all amendments, extensions, renewals, guaranties, and other agreements with respect thereto) as of the date hereof for each such Leased Real Estate (including the date and name of the parties to such Lease document). Parent The Company has delivered to the Company Parent a true and complete copy of each such Lease. Except as set forth on Section 4.21(a3.13(a) of Parent the Company Disclosure Letter, with respect to each of the Leases: (i) such Lease is legal, valid, binding, enforceable, and in full force and effect; (ii) neither Parent the Company nor any of its Subsidiaries nor, to the Knowledge of Parentthe Company, any other party to the Lease, is in breach or default under such Lease, and no event has occurred or circumstance exists which, with or without notice, lapse of time, or both, would constitute a breach or default under such Lease; (iii) Parentthe Company’s or its Subsidiary’s possession and quiet enjoyment of the Leased Real Estate under such Lease has not been disturbed, and to the Knowledge of Parentthe Company, there are no disputes with respect to such Lease; and (iv) there are no Liens on the estate created by such Lease other than Permitted Liens. Neither Parent the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated, or otherwise transferred any Lease or any interest therein nor has Parent the Company or any of its Subsidiaries subleased, licensed, or otherwise granted any Person (other than another wholly owned Subsidiary of Parentthe Company) a right to use or occupy such Leased Real Estate or any portion thereof.

Leased Real Estate. Section 4.21(a3.14(b) of the Parent Company Disclosure Letter contains a true and complete list of all Leases (including all amendments, extensions, renewals, guaranties, and other agreements with respect thereto) as of the date hereof for each such Leased Real Estate (including the date and name of the parties to such Lease document). Parent The Company has delivered to the Company Parent a true and complete copy of each such Lease. Except as set forth on Section 4.21(a3.14(b) of Parent the Company Disclosure Letter, with respect to each of the Leases: (i) such Lease is legal, valid, binding, enforceable, and in full force and effect; (ii) neither Parent the Company nor any of its Subsidiaries nor, to the Knowledge of Parentthe Company, any other party to the Lease, is in breach or default under such Lease, and no event has occurred or circumstance exists which, with or without notice, lapse of time, or both, would constitute a breach or default under such Lease; (iii) Parentthe Company’s or its Subsidiary’s possession and quiet enjoyment of the Leased Real Estate under such Lease has not been disturbed, and to the Knowledge of Parentthe Company, there are no disputes with respect to such Lease; and (iv) there are no Liens on the estate created by such Lease other than Permitted Liens. Neither Parent the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated, or otherwise transferred any Lease or any interest therein nor has Parent the Company or any of its Subsidiaries subleased, licensed, or otherwise granted any Person (other than another wholly wholly-owned Subsidiary of Parentthe Company) a right to use or occupy such Leased Real Estate or any portion thereof.

Leased Real Estate. The Company and each of its Subsidiaries has a valid and subsisting leasehold estate in each parcel of real property demised under a Lease for the full term of the respective Lease free and clear of any Liens other than Permitted Liens. Section 4.21(a4.20(b) of the Parent Disclosure Letter Schedule contains a true complete and complete list of all Leases (including all amendmentscorrect list, extensions, renewals, guaranties, and other agreements with respect thereto) as of the date hereof for each such hereof, of the Leased Real Estate (including the date and name of the parties to such Lease document). Parent has delivered to the Company a true and complete copy of each such Lease. Except as set forth on Section 4.21(a) of Parent Disclosure Letter, with respect to each of the Leases: (i) such Lease is legal, valid, binding, enforceable, the date of such Lease and any material amendments thereto. All Leases are valid and in full force and effect; (ii) effect except to the extent they have previously expired or terminated in accordance with their terms, and neither Parent the Company nor any of its Subsidiaries nor, to the Knowledge of Parentthe Company, no third party, has violated any other party provision of, or committed or failed to the Lease, is in breach or default under such Lease, and no event has occurred or circumstance exists perform any act which, with or without notice, lapse of time, time or both, both would constitute a breach or default under such the provisions of, any Lease; (iii) Parent’s or its Subsidiary’s possession and quiet enjoyment of the Leased Real Estate under such Lease has not been disturbed, and to the Knowledge of Parent, there are no disputes with respect to such Lease; and (iv) there are no Liens on the estate created by such Lease other than Permitted Liens. Neither Parent the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated, hypothecated or otherwise transferred any Lease or any interest therein nor has Parent the Company or any of its Subsidiaries subleased, licensed, or otherwise granted entered into with any other Person (other than another wholly wholly-owned Subsidiary of Parentthe Company) any sublease, license or other agreement that is material to the Company and its Subsidiaries, taken as a right whole, and that relates to the use or occupy such Leased Real Estate occupancy of all or any portion thereofof the Leased Real Estate. The Company has delivered or otherwise made available to Parent true and complete copies of all Leases (including all material modifications, amendments, supplements, waivers and side letters thereto) pursuant to which the Company or any of its Subsidiaries thereof leases, subleases or licenses, as tenant, any Leased Real Estate.

Leased Real Estate. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company has a valid and subsisting leasehold estate (a “Lease”) in each parcel of real property demised under a Lease for the full term of the respective Lease free and clear of any Encumbrances. Section 4.21(a3.24(b) of the Parent Company Disclosure Letter contains a true complete and complete list of all Leases (including all amendmentscorrect list, extensions, renewals, guaranties, and other agreements with respect thereto) as of the date hereof for each such hereof, of the all leases of real property at which the Company conducts the Company Business (the “Leased Real Estate (Estate”) including the date and name of the parties to such Lease document). Parent has delivered to the Company a true and complete copy of each such Lease. Except as set forth on Section 4.21(a) of Parent Disclosure Letter, with respect to each such Lease the date of such Lease and any material amendments thereto. Except as would not reasonably be expected to have, individually or in the Leases: aggregate, a Company Material Adverse Effect, (i) such Lease is legal, valid, binding, enforceable, all Leases are valid and in full force and effect; effect except to the extent they have previously expired or terminated in accordance with their terms, and (ii) neither Parent nor any of its Subsidiaries Company nor, to the Knowledge of Parentthe Seller, no third party, has violated any other party provision of, or committed or failed to the Lease, is in breach or default under such Lease, and no event has occurred or circumstance exists perform any act which, with or without notice, lapse of time, time or both, both would constitute a breach or default under such the provisions of, any Lease; (iii) Parent’s or its Subsidiary’s possession and quiet enjoyment of the Leased Real Estate under such Lease . The Company has not been disturbed, and to the Knowledge of Parent, there are no disputes with respect to such Lease; and (iv) there are no Liens on the estate created by such Lease other than Permitted Liens. Neither Parent nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated, hypothecated or otherwise transferred any Lease or any interest therein nor has Parent the Company or entered any of its Subsidiaries subleasedsublease, licensed, license or otherwise granted any Person (other than another wholly owned Subsidiary of Parent) a right agreement that relates to the use or occupy such Leased Real Estate occupancy of all or any portion thereofof the Leased Real Estate. The Company has delivered or otherwise made available to Buyer true and complete copies of each Lease including all material modifications, amendments, supplements, waivers and side letters thereto) pursuant to which each of the Company leases, subleases or licenses, as tenant, any Leased Real Estate.

Leased Real Estate. Section 4.21(a3.13(b) of the Parent Company Disclosure Letter contains a true and complete list of all Leases (including all amendments, extensions, renewals, guaranties, and other agreements with respect thereto) as of the date hereof for each such Leased Real Estate (including the date and name of the parties to such Lease document). Parent The Company has delivered to the Company Parent a true and complete copy of each such Lease. Except as would not reasonably be expected to be material to the Company or as set forth on Section 4.21(a3.13(b) of Parent the Company Disclosure Letter, with respect to each of the Leases: (i) such Lease is legal, valid, binding, enforceable, and in full force and effect; (ii) neither Parent nor any of its Subsidiaries northe Company does not, to the Knowledge of Parentthe Company, any other party to the Lease, is in breach or default under such Lease, and no event has occurred or circumstance exists which, with or without notice, lapse of time, or both, would constitute a breach or default under such Lease; (iii) Parent’s or its Subsidiarythe Company’s possession and quiet enjoyment of the Leased Real Estate under such Lease has not been disturbed, and to the Knowledge of Parentthe Company, there are no disputes with respect to such Lease; and (iv) there are no Liens on the estate created by such Lease other than Permitted Liens. Neither Parent nor any of its Subsidiaries The Company has not assigned, pledged, mortgaged, hypothecated, or otherwise transferred any Lease or any interest therein nor has Parent or any of its Subsidiaries the Company subleased, licensed, or otherwise granted any Person (other than another wholly owned Subsidiary of Parent) a right to use or occupy such Leased Real Estate or any portion thereof.

Leased Real Estate. Section 4.21(a4.13(b) of the Parent Company Disclosure Letter contains a true and complete list of all Leases (including all amendments, extensions, renewals, guaranties, and other agreements with respect thereto) as of the date hereof for each such Leased Real Estate (including the date and name of the parties to such Lease document). Parent Company has delivered to the Company Buyer a true and complete copy of each such Lease. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or as set forth on Section 4.21(a4.13(b) of Parent Company Disclosure Letter, with respect to each of the Leases: (i) such Lease is legal, valid, binding, enforceable, and in full force and effect; (ii) neither Parent nor any of its Subsidiaries Company nor, to the Knowledge of ParentCompany, any other party to the Lease, is in breach or default under such Lease, and no event has occurred or circumstance exists which, with or without notice, lapse of time, or both, would constitute a breach or default under such Lease; (iii) Parent’s or its SubsidiaryCompany’s possession and quiet enjoyment of the Leased Real Estate under such Lease has not been disturbed, and to the Knowledge of ParentCompany, there are no disputes with respect to such Lease; and (iv) there are no Liens on the estate created by such Lease other than Permitted Liens. Neither Parent nor any of its Subsidiaries Company has not assigned, pledged, mortgaged, hypothecated, or otherwise transferred any Lease or any interest therein nor has Parent or any of its Subsidiaries Company subleased, licensed, or otherwise granted any Person (other than another wholly wholly-owned Subsidiary of ParentCompany) a right to use or occupy such Leased Real Estate or any portion thereof.

Leased Real Estate. Company owns no real property. Section 4.21(a3.13(a) of the Parent Company Disclosure Letter Schedule contains a true and complete list of all Leases (including all amendments, extensions, renewals, guaranties, and other agreements with respect thereto) as of the date hereof for each such Leased Real Estate (including the date and name of the parties to such Lease document). Parent The Company has delivered to the Company Parent a true and complete copy of each such Lease. Except as set forth on Section 4.21(a3.13(a) of Parent the Company Disclosure LetterSchedule, with respect to each of the Leases: (i) such Lease is legal, valid, binding, enforceable, and in full force and effect; (ii) neither Parent the Company nor any of its Subsidiaries nor, to the Knowledge of Parentthe Company, any other party to the Lease, is in breach or default under such Lease, and no event has occurred or circumstance exists which, with or without notice, lapse of time, or both, would constitute a breach or default under such Lease; (iii) Parentthe Company’s or its Subsidiary’s possession and quiet enjoyment of the Leased Real Estate under such Lease has not been disturbed, and to the Knowledge of Parentthe Company, there are no disputes with respect to such Lease; and (iv) there are no Liens on the real estate created by such Lease other than Permitted Liens. Neither Parent the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated, or otherwise transferred any Lease or any interest therein nor has Parent the Company or any of its Subsidiaries subleased, licensed, or otherwise granted any Person (other than another wholly wholly-owned Subsidiary of Parentthe Company) a right to use or occupy such Leased Real Estate or any portion thereof.

Leased Real Estate. Except as would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole, the Company and each of its Subsidiaries has a valid and subsisting leasehold estate in each parcel of real property demised under a Lease for the full term of the respective Lease free and clear of any Liens other than Permitted Liens. Section 4.21(a4.13(b) of the Parent Company Disclosure Letter contains a true true, complete and complete list of all Leases (including all amendmentsaccurate list, extensions, renewals, guaranties, and other agreements with respect thereto) as of the date hereof for each such hereof, of the Leased Real Estate (including the date and name of the parties to such Lease document). Parent has delivered to the Company a true and complete copy of each such Lease. Except as set forth on Section 4.21(a) of Parent Disclosure LetterEstate, including, with respect to each such Lease, the date of such Lease and any material amendments thereto. Except as would not, individually or in the Leases: aggregate, be material to the Company and its Subsidiaries, taken as a whole, (i) such Lease is legal, valid, binding, enforceable, all Leases are valid and in full force and effect; effect except to the extent they have previously expired or terminated in accordance with their terms, and (ii) neither Parent the Company nor any of its Subsidiaries nor, to the Knowledge of Parentthe Company, no third party, has violated any other party provision of, or committed or failed to the Lease, is in breach or default under such Lease, and no event has occurred or circumstance exists perform any act which, with or without notice, lapse of time, time or both, would constitute a breach or default under such the provisions of, any Lease; (iii) Parent’s or its Subsidiary’s possession and quiet enjoyment of the Leased Real Estate under such Lease has not been disturbed, and to the Knowledge of Parent, there are no disputes with respect to such Lease; and (iv) there are no Liens on the estate created by such Lease other than Permitted Liens. Neither Parent the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated, hypothecated or otherwise transferred any Lease or any interest therein nor has Parent the Company or any of its Subsidiaries subleased, licensed, or otherwise granted entered into with any other Person (other than another wholly wholly-owned Subsidiary of Parentthe Company) any sublease, license or other agreement that is material to the Company and its Subsidiaries, taken as a right whole, and that relates to the use or occupy such Leased Real Estate occupancy of all or any portion thereofof the Leased Real Estate. The Company has delivered or otherwise made available to Parent true, complete and accurate copies of all Leases (including all material modifications, amendments, supplements, waivers and side letters thereto) pursuant to which the Company or any of its Subsidiaries thereof leases, subleases or licenses, as tenant, any Leased Real Estate.

Leased Real Estate. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries has a valid and subsisting leasehold estate in each parcel of real property demised under a Lease for the full term of the respective Lease free and clear of any Liens other than Permitted Liens. Section 4.21(a4.12(b) of the Parent Company Disclosure Letter contains a true complete and complete list correct list, as of all Leases (the date hereof, of the addresses of the Leased Real Estate including all with respect to each such Lease the date of such Lease and any amendments, extensions, renewals, guaranties, guaranties and other similar agreements with respect thereto) as of the date hereof for each such Leased Real Estate relating thereto (including the date and name of the parties to such Lease document). Parent has delivered to the Company a true and complete copy of each such Lease). Except as set forth on Section 4.21(a) of Parent Disclosure Letterwould not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, with respect to each of the Leases: (i) such the Lease is legal, valid, binding, enforceable, enforceable and in full force and effect; (ii) neither Parent the Company nor any of its Subsidiaries nor, to the Knowledge of Parentthe Company, any other party third party, has violated any provision of, or committed or failed to the Lease, is in breach or default under such Lease, and no event has occurred or circumstance exists perform any act which, with or without notice, lapse of time, time or both, both would constitute a breach or default default, or permit the termination, modification or acceleration of rent under the provisions of such Lease; (iii) Parentthe Company’s or its Subsidiary’s possession and quiet enjoyment of the Leased Real Estate under such Lease has not been disturbed, and to the Knowledge of Parentthe Company, there are no disputes with respect to such Lease; and (iv) there are no Liens on the estate created by security deposit or portion thereof deposited with respect to such Lease other than Permitted Lienshas been applied in respect of a breach or default under such Lease which has not been redeposited in full; and (v) neither the Company nor any of its Subsidiaries owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to such Lease. Neither Parent the Company nor any of its Subsidiaries has collaterally assigned, pledged, mortgaged, hypothecated, hypothecated or otherwise transferred any Lease or any interest therein nor has Parent the Company or any of its Subsidiaries subleased, licensed, or otherwise granted entered into with any other Person (other than another wholly wholly-owned Subsidiary of Parentthe Company) a right any sublease, license or other similar agreement that relates to the use or occupy such Leased Real Estate occupancy of all or any portion thereofof the Leased Real Estate. The Company has delivered or otherwise made available to Parent true and complete copies of all Leases (including all modifications, amendments, supplements, waivers, side letters, extensions, renewals, guaranties and other similar agreements with respect thereto), and in the case of any oral Leases, written summaries of the material terms of such Leases, pursuant to which the Company or any of its Subsidiaries thereof leases, subleases or licenses any Leased Real Estate.

Leased Real Estate. Section 4.21(a3.12(b) of the Parent Company Disclosure Letter contains a true an accurate and complete list of all Leases (including all amendments, extensions, renewals, guaranties, and other agreements with respect thereto) as of the date hereof for each such Leased Real Estate (including the date and name of the parties to such Lease document)Estate. Parent The Company has delivered to the Company a true Parent an accurate and complete copy of each such Lease. Except as set forth on Section 4.21(a3.12(b) of Parent the Company Disclosure Letter, with respect to each of the Leases: (i) such Lease is legal, valid, binding, enforceable, and in full force and effect; (ii) neither Parent the Company nor any of its Subsidiaries nor, to the Knowledge of Parentthe Company, any other party to the Lease, is in material breach or default under such Lease, and no event has occurred or circumstance exists which, with or without notice, lapse of time, or both, would constitute a breach or default under such Lease; (iii) Parentthe Company’s or its Subsidiary’s possession and quiet enjoyment of the Leased Real Estate under such Lease has not been disturbed, and to the Knowledge of Parentthe Company, there are no disputes with respect to such Lease; and (iv) there are no Liens on the estate created by such Lease other than Permitted Liens. Neither Parent the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated, or otherwise transferred any Lease or any interest therein nor has Parent the Company or any of its Subsidiaries subleased, licensed, or otherwise granted any Person (other than another wholly wholly-owned Subsidiary of Parentthe Company) a right to use or occupy such Leased Real Estate or any portion thereof.

Leased Real Estate. Section 4.21(a3.10(b) of the Parent Disclosure Letter Schedules contains a true and complete list of all Leases (including all amendments, extensions, renewals, guaranties, and other agreements with respect thereto) as of the date hereof for each such Leased Real Estate (including the date and name of the parties to such Lease document). Parent The Company has delivered to the Company Buyer a true and complete copy of each such Lease. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or as set forth on Section 4.21(a3.10(b) of Parent the Disclosure LetterSchedules, with respect to each of the LeasesLease: (i) such Lease is legal, valid, binding, enforceable, and in full force and effect; (ii) neither Parent the Company nor any of its Subsidiaries Subsidiary nor, to the Knowledge of ParentSellers, any other party to the Lease, is in breach or default under such Lease, and no event has occurred or circumstance exists which, with or without notice, lapse of time, or both, would constitute a breach or default under such Lease; (iii) Parentthe Company’s or its any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate under such Lease has not been disturbed, and to the Knowledge of ParentSellers, there are no disputes with respect to such Lease; and (iv) there are no Liens on the estate created by such Lease other than Permitted Liens. Neither Parent the Company nor any of its Subsidiaries Subsidiary has assigned, pledged, mortgaged, hypothecated, or otherwise transferred any Lease or any interest therein therein, nor has Parent the Company or any of its Subsidiaries Subsidiary subleased, licensed, or otherwise granted any Person (other than another wholly owned Subsidiary of Parentthe Company) a right to use or occupy such Leased Real Estate or any portion thereof.

Leased Real Estate. Section 4.21(a4.13(b) of the Parent Company Disclosure Letter contains a true correct and complete list of all material Leases (including all amendments, extensions, renewals, guaranties, and other agreements with respect thereto) as of the date hereof for each such Leased Real Estate (including the date and name of the parties to such Lease document). Parent The Company has delivered to the Company Parent a true correct and complete copy of each such Lease. Except as set forth on Section 4.21(a4.13(b) of Parent the Company Disclosure LetterLetter and except for any matters that would not be material to the Company and its Subsidiaries, taken as a whole, with respect to each of the Leases: (i) such Lease is legal, valid, binding, enforceable, and in full force and effecteffect subject to the Enforceability Exceptions; (ii) neither Parent the Company nor any of its Subsidiaries nor, to the Knowledge of Parentthe Company, any other party to the Lease, is in breach or default under such Lease, and to the Knowledge of the Company no event has occurred or circumstance exists which, with or without notice, lapse of time, or both, would constitute a breach or default under such Lease; (iii) Parentthe Company’s or its Subsidiary’s possession and quiet enjoyment of the Leased Real Estate under such Lease has not been disturbed, and to the Knowledge of Parentthe Company, there are no disputes with respect to such Lease; and (iv) there are no Liens on the estate created by such Lease other than Permitted Liens. Neither Parent Except as set forth on Section 4.13(b) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated, or otherwise transferred any Lease or any interest therein nor has Parent the Company or any of its Subsidiaries subleased, licensed, or otherwise granted any Person (other than another wholly wholly-owned Subsidiary of Parentthe Company) a right to use or occupy such Leased Real Estate or any portion thereof.

Leased Real Estate. Section 4.21(a3.13(b) of the Parent Company Disclosure Letter contains a true and complete list of all Leases (including all amendments, extensions, renewals, guaranties, and other agreements with respect thereto) as of the date hereof for each such Leased Real Estate (including the date and name of the parties to such Lease document). Parent The Company has delivered to the Company Parent a true and complete copy of each such Lease. Except as set forth on Section 4.21(a3.13(b) of Parent the Company Disclosure Letter, with respect to each of the Leases: (i) such Lease is legal, valid, binding, enforceable, and in full force and effect; (ii) neither Parent the Company nor any of its Subsidiaries nor, to the Knowledge of Parentthe Company, any other party to the Lease, is in breach or default under such Lease, and no event has occurred or circumstance exists which, with or without notice, lapse of time, or both, would constitute a breach or default under such Lease; (iii) Parentthe Company’s or its Subsidiary’s possession and quiet enjoyment of the Leased Real Estate under such Lease has not been disturbed, and to the Knowledge of Parentthe Company, there are no disputes with respect to such Lease; and (iv) there are no Liens on the estate created by such Lease other than Permitted Liens. Neither Parent the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated, or otherwise transferred any Lease or any interest therein nor has Parent the Company or any of its Subsidiaries subleased, licensed, or otherwise granted any Person (other than another wholly wholly-owned Subsidiary of Parentthe Company) a right to use or occupy such Leased Real Estate or any portion thereof.

Leased Real Estate. Section 4.21(a2.12(a) of the Parent Disclosure Letter contains a true and complete list of all Leases (including all amendments, extensions, renewals, guaranties, and other agreements with respect thereto) as of the date hereof for each such Leased Real Estate (including the date and name of the parties to such Lease document). Parent has The GAME Parties have delivered to the Company a true and complete copy of each such Lease. Except as set forth on Section 4.21(a2.12(a) of Parent the Disclosure Letter, with respect to each of the Leases: (i) such Lease is legal, valid, binding, enforceable, and in full force and effect; (ii) neither Parent nor any none of its Subsidiaries the GAME Parties nor, to the Knowledge of ParentGAME, any other party to the Lease, is in breach or default under such Lease, and no event has occurred or circumstance exists which, with or without notice, lapse of time, or both, would constitute a breach or default under such Lease; (iii) Parent’s or its Subsidiary’s the GAME Parties’ possession and quiet enjoyment of the Leased Real Estate under such Lease has not been disturbed, and to the Knowledge of ParentGAME, there are no disputes with respect to such Lease; and (iv) there are no Liens on the estate created by such Lease other than Permitted Liens. Neither Parent nor any None of its Subsidiaries the GAME Parties has assigned, pledged, mortgaged, hypothecated, or otherwise transferred any Lease or any interest therein nor has Parent or any of its Subsidiaries have the GAME Parties subleased, licensed, or otherwise granted any Person (other than another wholly owned Subsidiary of Parentthe GAME Parties) a right to use or occupy such Leased Real Estate or any portion thereof.

Leased Real Estate. Section 4.21(a3.17(b) of the Parent Company Disclosure Letter Schedules contains a true and complete list of all Leases (including all amendments, extensions, renewals, guaranties, and other agreements with respect thereto) as of the date hereof for each such Leased Real Estate (including the date and name of the parties to such Lease documentLease). Parent The Company has delivered to the Company Parent a true and complete copy of each such Lease. Except as set forth on in Section 4.21(a3.17(b) of Parent the Company Disclosure LetterSchedules, with respect to each of the Leases: (i) such Lease is legal, valid, binding, enforceable, and in full force and effect; (ii) neither Parent nor any of its Subsidiaries nor, to the Knowledge of Parent, any other party to the Lease, is in breach or default under such Lease, and no event has occurred or circumstance exists which, with or without notice, lapse of time, or both, would constitute a breach or default under such Lease; (iii) Parent’s or its SubsidiaryCompany’s possession and quiet enjoyment of the Leased Real Estate under such Lease has not been disturbeddisturbed and, and to the Knowledge of Parentthe Company, there are no disputes with respect to such Lease; (ii) has received written notice that the Company is subject to any pending claim (x) based upon any provision of any Environmental Laws and arising out of any act or omission of the Company or any of its employees, agents or representatives or (y) arising out of the use, control or operation by the Company of Leased Real Estate from which there was a release of any Hazardous Substance; (iii) has received written notice of any pending, and to the Knowledge of the Company threatened, condemnation proceeding affecting any Leased Real Estate or any portion thereof or interest therein; and (iv) there are no Liens Encumbrances on the Company’s leasehold estate created by such Lease other than Permitted LiensEncumbrances. Neither Parent nor any of its Subsidiaries The Company has not assigned, pledged, mortgaged, hypothecated, or otherwise transferred any Lease or any interest therein nor has Parent or any of its Subsidiaries the Company subleased, licensed, or otherwise granted any Person (other than another wholly owned Subsidiary of Parent) a right to use or occupy such Leased Real Estate or any portion thereof. As of the Closing, no brokerage or leasing commissions or other compensation will be due or payable by the Company to any Person with respect to or on account of any of the Leased Real Estate.

Leased Real Estate. Section 4.21(a4.13(b) of the Parent Disclosure Letter contains a true and complete list of any and all Leases (including all amendments, extensions, renewals, guaranties, and other agreements with respect thereto) as of the date hereof for each such Parent-Leased Real Estate (including the date and name of the parties to such Lease documentLease). Parent has delivered to the Company a true and complete copy of each such Lease. Except as set forth on Section 4.21(a4.13(b) of the Parent Disclosure Letter, with respect to each of the Leases: (i) such Lease is legal, valid, binding, enforceable, and in full force and effect; (ii) neither Parent nor any of its Subsidiaries nor, to the Knowledge of Parent, any other party to the Lease, is in breach or default under such Lease, and no event has occurred or circumstance exists which, with or without notice, lapse of time, or both, would constitute a breach or default under such Lease; (iii) Parent’s or its Subsidiary’s possession and quiet enjoyment of the Parent-Leased Real Estate under such Lease has not been disturbed, and to the Knowledge of Parent, there are no disputes with respect to such Lease; and (iv) there are no Liens on the estate created by such Lease other than Permitted Liens. Neither Parent nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated, or otherwise transferred any Lease or any interest therein nor has Parent or any of its Subsidiaries subleased, licensed, or otherwise granted any Person (other than another wholly wholly-owned Subsidiary of Parent) a right to use or occupy such Parent-Leased Real Estate or any portion thereof.

Leased Real Estate. Section 4.21(a3.12(b) of the Parent Company Disclosure Letter contains a true an accurate and complete list of all Leases (including all amendments, extensions, renewals, guaranties, and other agreements with respect thereto) as of the date hereof for each such Leased Real Estate (including the date and name of the parties to such Lease document)Estate. Parent The Company has delivered to the Company a true Parent an accurate and complete copy of each such Lease. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or as set forth on Section 4.21(a3.12(b) of Parent the Company Disclosure Letter, with respect to each of the Leases: (i) such Lease is legal, valid, binding, enforceable, and in full force and effect; (ii) neither Parent the Company nor any of its Subsidiaries nor, to the Knowledge of Parentthe Company, any other party to the Lease, is in breach or default under such Lease, and no event has occurred or circumstance exists which, with or without notice, lapse of time, or both, would constitute a breach or default under such Lease; (iii) Parentthe Company’s or its Subsidiary’s possession and quiet enjoyment of the Leased Real Estate under such Lease has not been disturbed, and to the Knowledge of Parentthe Company, there are no disputes with respect to such Lease; and (iv) there are no Liens on the estate created by such Lease other than Permitted Liens. Neither Parent the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated, or otherwise transferred any Lease or any interest therein nor has Parent the Company or any of its Subsidiaries subleased, licensed, or otherwise granted any Person (other than another wholly wholly-owned Subsidiary of Parentthe Company) a right to use or occupy such Leased Real Estate or any portion thereof.

Leased Real Estate. Seller does not own any real property. The only real property used in connection with the Business is the real property leased by Seller pursuant to the Leases listed in Section 4.21(a) of the Parent Disclosure Letter contains a true and complete list of all Leases 1(a)(iv). Each such Lease is (including all amendments, extensions, renewals, guaranties, and other agreements with respect theretoi) as to Seller, in full force and effect and there exists no material default or violation by Seller of the date hereof for each such Leased Real Estate any Lease or any event, occurrence, condition or act (including the date and name Closing of the purchase of the Purchased Assets, subject to obtaining any necessary consents thereunder) now or at Closing which constitutes, or with the giving of notice or the lapse of time or both would become, a material default thereunder by the Seller, and (ii) as to the other party or parties to such Leases, each such Lease document)in full force and effect as to such other party or parties and, to the knowledge of Seller, there exists no material default or violation by the other party or parties or event, occurrence, condition or act (including the Closing of the purchase of the Purchased Assets) now or at Closing which constitutes, or with the giving of notice or the lapse of time or both would become, a material default thereunder by the other party or parties. Parent Seller has not incurred and will incur no cost, expense, liability or obligation under any Lease which is not expressly contemplated in such Lease. Seller has delivered to the Company Buyer or made available for inspection by Buyer a true true, correct and complete copy of each such Lease. Except as set forth on Section 4.21(a) of Parent Disclosure Letter, with respect to each No representation or warranty is made by Seller concerning the condition of the Leases: (i) such Lease is legalleased property or the building, validfixtures, binding, enforceable, and in full force and effect; (ii) neither Parent nor any of its Subsidiaries nor, to the Knowledge of Parent, any other party to the Lease, is in breach structures or default under such Lease, and no event has occurred or circumstance exists which, with or without notice, lapse of time, or both, would constitute a breach or default under such Lease; (iii) Parent’s or its Subsidiary’s possession and quiet enjoyment of the Leased Real Estate under such Lease has not been disturbed, and to the Knowledge of Parent, there are no disputes with respect to such Lease; and (iv) there are no Liens on the estate created by such Lease other than Permitted Liens. Neither Parent nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated, or otherwise transferred any Lease or any interest therein nor has Parent or any of its Subsidiaries subleased, licensed, or otherwise granted any Person (other than another wholly owned Subsidiary of Parent) a right to use or occupy such Leased Real Estate or any portion thereofimprovements situated thereon.

Leased Real Estate. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries has a valid and subsisting leasehold estate in each parcel of real property demised under a Lease for the full term of the respective Lease free and clear of any Liens other than Permitted Liens. Section 4.21(a4.12(b) of the Parent Company Disclosure Letter contains a true complete and complete list correct list, as of all Leases (the date hereof, of the addresses of the Leased Real Estate including all with respect to each such Lease the date of such Lease and any amendments, extensions, renewals, guaranties, guaranties and other similar agreements with respect thereto) as of the date hereof for each such Leased Real Estate relating thereto (including the date and name of the parties to such Lease document). Parent has delivered to the Company a true and complete copy of each such Lease). Except as set forth on Section 4.21(a) of Parent Disclosure Letterwould not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, with respect to each of the Leases: (i) such the Lease is legal, valid, binding, enforceable, enforceable and in full force and effect; (ii) neither Parent the Company nor any of its Subsidiaries nor, to the Knowledge of Parentthe Company, any other party third party, has violated any provision of, or committed or failed to the Lease, is in breach or default under such Lease, and no event has occurred or circumstance exists perform any act which, with or without notice, lapse of time, time or both, both would constitute a breach or default default, or permit the termination, modification or acceleration of rent under the provisions of such Lease; (iii) Parent’s the Company's or its Subsidiary’s 's possession and quiet enjoyment of the Leased Real Estate under such Lease has not been disturbed, and to the Knowledge of Parentthe Company, there are no disputes with respect to such Lease; and (iv) there are no Liens on the estate created by security deposit or portion thereof deposited with respect to such Lease other than Permitted Lienshas been applied in respect of a breach or default under such Lease which has not been redeposited in full; and (v) neither the Company nor any of its Subsidiaries owes, or will owe in the future, any brokerage commissions or finder's fees with respect to such Lease. Neither Parent the Company nor any of its Subsidiaries has collaterally assigned, pledged, mortgaged, hypothecated, hypothecated or otherwise transferred any Lease or any interest therein nor has Parent the Company or any of its Subsidiaries subleased, licensed, or otherwise granted entered into with any other Person (other than another wholly wholly-owned Subsidiary of Parentthe Company) a right any sublease, license or other similar agreement that relates to the use or occupy such Leased Real Estate occupancy of all or any portion thereofof the Leased Real Estate. The Company has delivered or otherwise made available to Parent true and complete copies of all Leases (including all modifications, amendments, supplements, waivers, side letters, extensions, renewals, guaranties and other similar agreements with respect thereto), and in the case of any oral Leases, written summaries of the material terms of such Leases, pursuant to which the Company or any of its Subsidiaries thereof leases, subleases or licenses any Leased Real Estate.

Leased Real Estate. Section 4.21(a4.13(b) of the Parent Company Disclosure Letter contains a true and complete list of all Leases (including all amendments, extensions, renewals, guaranties, and other agreements with respect thereto) as of the date hereof for each such Leased Real Estate (including the date and name of the parties to such Lease document). Parent The Company has delivered to the Company Parent a true and complete copy of each such Lease. Except as set forth on Section 4.21(a4.13(b) of Parent the Company Disclosure Letter, with respect to each of the Leases: (i) such Lease is legal, valid, binding, enforceable, and in full force and effect; (ii) neither Parent nor any of its Subsidiaries the Company nor, to the Knowledge of Parentthe Company, any other party to the Lease, is in breach or default under such Lease, and no event has occurred or circumstance exists which, with or without notice, lapse of time, or both, would constitute a breach or default under such Lease; (iii) Parent’s or its Subsidiarythe Company’s possession and quiet enjoyment of the Leased Real Estate under such Lease has not been disturbed, and to the Knowledge of Parentthe Company, there are no disputes with respect to such Lease; and (iv) there are no Liens on the estate created by such Lease other than Permitted Liens. Neither Parent nor any of its Subsidiaries The Company has not assigned, pledged, mortgaged, hypothecated, or otherwise transferred any Lease or any interest therein nor has Parent or any of its Subsidiaries the Company subleased, licensed, or otherwise granted any Person (other than another wholly owned Subsidiary of Parent) a right to use or occupy such Leased Real Estate or any portion thereof.

Leased Real Estate. Section 4.21(a4.15(b) of the Parent Company Disclosure Letter contains a true and complete list of all Leases (including all amendments, extensions, renewals, guaranties, and other agreements with respect thereto) as of the date hereof for each such Leased Real Estate (including the date and name of the parties to such Lease document). Parent The Company has delivered to the Company Parent a true and complete copy of each such Lease. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or as set forth on Section 4.21(a4.15(b) of Parent the Company Disclosure Letter, with respect to each of the Leases: : (i) such Lease is legal, valid, binding, enforceable, and in full force and effect; ; (ii) neither Parent the Company nor any of its Subsidiaries nor, to the Knowledge of Parentthe Company, any other party to the Lease, is in breach or default under such Lease, and no event has occurred or circumstance exists which, with or without notice, lapse of time, or both, would constitute a breach or default under such Lease; ; (iii) Parentthe Company’s or its Subsidiary’s possession and quiet enjoyment of the Leased Real Estate under such Lease has not been disturbed, and to the Knowledge of Parentthe Company, there are no disputes with respect to such Lease; and and (iv) there are no Liens on the estate created by such Lease other than Permitted Liens. Neither Parent the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated, or otherwise transferred any Lease or any interest therein nor has Parent the Company or any of its Subsidiaries subleased, licensed, or otherwise granted any Person (other than another wholly wholly-owned Subsidiary of Parentthe Company) a right to use or occupy such Leased Real Estate or any portion thereof.

Leased Real Estate. Section 4.21(a3.13(b) of the Parent Company Disclosure Letter contains a true and complete list of all Leases (including all amendments, extensions, renewals, guaranties, and other agreements with respect thereto) as of the date hereof for each such Leased Real Estate (including the date and name of the parties to such Lease document). Parent has delivered to the Company a true and complete copy of each such Lease. Except as set forth on Section 4.21(a) of Parent Disclosure Letterwould not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, with respect to each of the Leases: (i) such Lease is legal, valid, binding, enforceable, and in full force and effect; (ii) neither Parent the Company nor any of its Subsidiaries nor, to the Knowledge of Parentthe Company, any other party to the Lease, is in breach or default under such Lease, and no event has occurred or circumstance exists which, with or without notice, lapse of time, or both, would constitute a breach or default under such Lease; (iii) Parentthe Company’s or its Subsidiary’s possession and quiet enjoyment of the Leased Real Estate under such Lease has not been disturbed, and to the Knowledge of Parentthe Company, there are no disputes with respect to such Lease; and (iv) there are no Liens on the estate created by such Lease other than Permitted Liens. Neither Parent Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated, or otherwise transferred any Lease or any interest therein nor has Parent the Company or any of its Subsidiaries subleased, licensed, or otherwise granted any Person (other than another wholly owned Subsidiary of Parentthe Company) a right to use or occupy such Leased Real Estate or any portion thereof.

Leased Real Estate. Section 4.21(a3.10(b)(i) of the Parent Company Disclosure Letter contains sets forth a true and complete list of all Leases (including all amendmentslist, extensions, renewals, guaranties, and other agreements with respect thereto) as of the date hereof for each such of this Agreement, of the Leased Material Real Estate (including and includes the date address, landlord and name of the parties to such Lease document). Parent has delivered to the Company a true and complete copy of each such Lease. Except as set forth on Section 4.21(a) of Parent Disclosure Letter, with respect to tenant for each of the Leased Material Real Estate. The Company has made available to Parent copies that are correct and complete of Material Leases and amendments thereto in each case that are in effect as of the date of this Agreement, except for amendments that do not contain material information. With respect to the Material Leases: (i) all the Material Leases are valid and binding on the Company or its applicable Subsidiary, enforceable against it in accordance with their terms, except as such Lease is legal, valid, binding, enforceable, and in full force and effectenforceability may be limited by the Enforceability Exceptions; (ii) neither Parent the Company nor any of its Subsidiaries has violated any material provision of, or failed to perform any material obligation required under the provisions of, any Material Lease; and (iii) neither the Company nor any of its Subsidiaries nor, to the Knowledge of Parentthe Company, any other party to the counterparty is in breach, or has received written notice of breach, of any Material Lease, is in breach or default under such Leaseexcept, and no event has occurred or circumstance exists which, with or without notice, lapse of time, or both, would constitute a breach or default under such Lease; (iii) Parent’s or its Subsidiary’s possession and quiet enjoyment of the Leased Real Estate under such Lease has not been disturbed, and to the Knowledge of Parent, there are no disputes with respect to such Lease; each of clauses (i), (ii) and (iviii), where such failure to be valid and binding or such violation or breach would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as set forth in Section 3.10(b)(ii) there are no Liens on of the estate created by such Lease other than Permitted Liens. Neither Parent Company Disclosure Letter, neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated, hypothecated or otherwise transferred any Lease or any interest therein Material Lease. Neither the Company nor has Parent or any of its Subsidiaries subleased, licensed, is a sublessor or otherwise granted grantor under any Person (sublease or other than another wholly owned Subsidiary of Parent) a instrument granting to any third party any right to use the possession, lease, occupancy or occupy such enjoyment of any material portion of the Leased Material Real Estate or any portion thereofEstate.

Leased Real Estate. Section 4.21(a3.13(b) of the Parent Company Disclosure Letter contains a true and complete list of all Leases (including all amendments, extensions, renewals, guaranties, and other written agreements with respect thereto) as for the Leased Real Estate. The Company or any of its Subsidiaries has good and valid leasehold interest in all of the date hereof for each such Leased Real Estate (including the date and name Estate. The Company or any of the parties to such Lease document). Parent its Subsidiaries has delivered to the Company a Parent true and complete copy copies of each such LeaseLease document, including all amendments, extensions, renewals, guaranties and other written agreements with respect thereto. Except as set forth on Section 4.21(a) of Parent Disclosure Letterwould not reasonably be expected to have, individually or in the aggregate a Company Material Adverse Effect, with respect to each of the Leases: (i) such Lease is legal, valid, binding, enforceableenforceable in accordance with its terms, and in full force and effect; (ii) neither Parent the Company nor any of its Subsidiaries nor, to the Knowledge of Parentthe Company, any other party to the Lease, is in breach or default under or failed to perform any obligation required under the provisions of such Lease, and no event has occurred or circumstance exists which, with or without notice, lapse of time, or both, would constitute a breach or default under such Lease, and, as of the date of this Agreement, neither the Company nor any of its Subsidiaries has given or received written notice of the foregoing to or from any counterparty to any Lease (or, to the Knowledge of the Company, any of such counterparty’s Affiliates) regarding an intent to terminate, cancel, or modify any Lease; (iii) Parentthe Company’s or any of its Subsidiary’s Subsidiaries’ possession and quiet enjoyment of the Leased Real Estate under such Lease has not been disturbed, and to the Knowledge of Parent, there are no disputes with respect to such Lease; and disturbed (iv) there are no Liens on neither the estate created by such Lease other than Permitted Liens. Neither Parent Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated, or otherwise transferred any Lease or any interest therein nor has Parent or any of its Subsidiaries subleased, licensed, licensed or otherwise granted any Person (other than another wholly owned Subsidiary of Parent) a third party the right to use or occupy such Leased Real Estate or any portion thereof; and (v) there are no Liens on the estate created by such Lease, other than Permitted Liens.

Leased Real Estate. Section 4.21(aSchedule 3.01(m)(ii) of the Parent Disclosure Letter contains a true and complete list of all Leases leases (including all amendments, extensions, renewals, guaranties, and other agreements with respect thereto) as of the date hereof for each such Leased Real Estate (including the date and name of the parties to such Lease document). Parent The Company has delivered to the Company Parent a true and complete copy of each such Lease. Except as set forth on Section 4.21(aSchedule 3.01(m)(ii) of Parent Disclosure Letteror in the Company SEC Documents, with respect to each of the Leases: Leases (ia) such Lease is legal, valid, binding, enforceable, and in full force and effecteffect against the Company and to the knowledge of the Company, the other party thereto; (iib) neither Parent the Company nor any of its Company Subsidiaries nor, nor to the Knowledge knowledge of Parentthe Company, any other party to the such Lease, is in breach or default under such Lease, and no event has occurred or circumstance exists which, with or without notice, lapse of time, or both, would constitute a breach or default under such Lease; (iiic) Parentthe Company’s or its the Company Subsidiary’s possession and quiet enjoyment of the Leased Real Estate under such Lease has not been disturbed, disturbed or threatened and to the Knowledge knowledge of Parentthe Company, there are no disputes with respect to such Lease; and (ivd) there are no Liens Encumbrances on the estate created by such Lease other than Permitted LiensEncumbrances, except in each case as has not had and would not reasonably be expected to have a Company Material Adverse Effect, in each case as necessary to permit the Company and the Company Subsidiaries to conduct their respective businesses as currently conducted. Neither Parent the Company nor any of its the Company Subsidiaries has assigned, pledged, mortgaged, hypothecated, or otherwise transferred any Lease or any interest therein nor has Parent the Company or any of its the Company Subsidiaries subleased, licensed, or otherwise granted any Person (other than another wholly wholly-owned Subsidiary of ParentCompany Subsidiary) a right to use or occupy such Leased Real Estate or any portion thereofthereof except as set forth on Schedule 3.01(m)(ii).