Common use of Leased Real Estate Clause in Contracts

Leased Real Estate. Except as would not reasonably be expected to result in, individually or in the aggregate, any material liability or disruption in operations, 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 4.13(b) of the Company Disclosure Letter contains a complete and correct list, as of the date hereof, of the Leased Real Estate including with respect to each such Lease the date of such Lease and any material amendments thereto. Except as would not reasonably be expected to result in, individually or in the aggregate, any material liability or disruption in operations, (x) all Leases are valid and in full force and effect except to the extent they have previously expired or terminated in accordance with their terms, and (y) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, no third party, has violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time or both would constitute a default under the provisions of, any Lease. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Lease nor has the Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or other agreement that is material to the Company and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any portion of 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 result inhave, individually or in the aggregate, any material liability or disruption in operationsan Acquirer Material Adverse Effect, the Company Acquirer 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 4.13(b) of the Company Acquirer Disclosure Letter contains a complete and correct list, as of the date hereof, of the Acquirer’s Leased Real Estate including with respect to each such Lease the date of such Lease and any material amendments thereto. Except as would not reasonably be expected to result inhave, individually or in the aggregate, any material liability or disruption in operationsan Acquirer Material Adverse Effect, (x) all Acquirer’s Leases are valid and in full force and effect except to the extent they have previously expired or terminated in accordance with their terms, and (y) neither the Company Acquirer nor any of its Subsidiaries nor, to the Knowledge of the CompanyAcquirer, no third party, has violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time or both would constitute a default under the provisions of, any Acquirer Lease. Neither the Company Acquirer nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Acquirer Lease nor has the Company Acquirer or any of its Subsidiaries entered into with any other Person (other than another wholly-wholly owned Subsidiary of the CompanyAcquirer) any sublease, license or other agreement that is material to the Company Acquirer and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any portion of the Acquirer’s Leased Real Estate. The Company Acquirer has delivered or otherwise made available to Parent Acquirer true and complete copies of all Leases (including all material modifications, amendments, supplements, waivers and side letters thereto) pursuant to which the Company Acquirer or any of its Subsidiaries thereof leases, subleases or licenses, as tenant, any Acquirer Leased Real Estate.

Leased Real Estate. Except as would not reasonably be expected to result in, individually or in the aggregate, any material liability or disruption in operations, 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 4.13(b3.13(b) of the Company Disclosure Letter contains a true and complete and correct list, list of all Leases (including all amendments thereto) as of the date hereof, of the hereof for each such Leased Real Estate (including the dates and names of the parties to such Lease documents, and, as to any oral Lease, a complete description of the material terms of such Lease). The Company has delivered to Parent a true and complete copy of each such Lease (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto). Except as set forth on Section 3.13(b) of the Company Disclosure Letter, with respect to each of the Leases: (i) such Lease is legal, valid, binding and enforceable against the date of such Lease and any material amendments thereto. Except as would not reasonably be expected to result in, individually Company or in the aggregate, any material liability or disruption in operations, (x) all Leases are valid its Subsidiary and in full force and effect except to the extent they have previously expired or terminated in accordance with their terms, and effect; (yii) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any other party to the Lease, is in breach or default under such Lease, and no third party, event has violated any provision of, occurred or committed or failed to perform any act circumstance exists which, with or without notice, lapse of time time, or both both, would constitute a breach or default under such Lease; (iii) the provisions ofCompany’s or its Subsidiary’s possession and quiet enjoyment of the Leased Real Estate under such Lease has not been disturbed, any and to the Knowledge of the Company, there are no disputes with respect to such Lease; (iv) there are no Liens on the estate created by such Lease other than Permitted Liens; and (v) no Lease has been amended or modified except as listed in Section 3.13(b) of the 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 nor has the Company or any of its Subsidiaries entered into with subleased, licensed, or otherwise granted any other Person (other than another wholly-owned Subsidiary of the Company) a right to use or occupy such Leased Real Estate or any subleaseportion thereof. Neither the Company nor any Subsidiary has been a party to any lease, license or other occupancy agreement related to any real property that is material to the Company and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any portion of 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 was assigned by the Company or any Subsidiary to a third party (without a release of its Subsidiaries thereof leases, subleases the Company or licenses, as tenant, any Leased Real Estatesuch Subsidiary from the obligations thereunder).

Leased Real Estate. Except as would not reasonably be expected likely to result inhave, individually or in the aggregate, any material liability or disruption in operationsa Company Material Adverse Effect, the Company and each of its Subsidiaries has a valid and subsisting good leasehold estate in each parcel of real property demised under a Lease for title to the full term of the respective Lease Leased Real Estate free and clear of any Liens other than Permitted Liens. Section 4.13(b3.13(b) of the Company Disclosure Letter contains Schedule sets forth the address of each parcel of Leased Real Estate and a complete and correct list, as of the date hereof, of the Leased Real Estate all Leases, including with respect to each such Lease the date of such Lease and any material amendments amendments, extensions, renewals, guaranties and other agreements thereto. Except as would not reasonably be expected likely to result inhave, individually or in the aggregate, any material liability or disruption in operationsa Company Material Adverse Effect, (xi) all Leases are legal, valid and in full force and effect except to the extent they have previously expired or terminated in accordance with their terms, (ii) the Company’s or any of its Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed and, to the Knowledge of the Company, there are no disputes with respect to such Lease, (yiii) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, no third party, has violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time or both would constitute a breach of or default under the provisions ofof any Lease, and (iv) neither the Company nor any Company Subsidiary has collaterally assigned or granted any other security interest in such Lease. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Lease nor has the Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or other agreement that is material to the Company and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any portion of 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, and waivers and side letters thereto) pursuant to which the Company or any of its Subsidiaries thereof leases, subleases leases or licenses, as tenant, any Leased Real Estate. Except as would not reasonably be likely to have a Company Material Adverse Effect, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property are in good condition and repair and sufficient for the operation of the businesses of the Company and its Subsidiaries as currently conducted.

Leased Real Estate. Except as would not reasonably be expected material to result inthe Company and its Subsidiaries, individually or in the aggregate, any material liability or disruption in operationstaken 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 liens other than Permitted Liens. Section 4.13(b3.15(b) of the Company Disclosure Letter contains a complete and correct list, as of the date hereof, of the address of each property which is Leased Real Estate and a true, correct and complete list of all Leases, including with respect to each such Lease the date and name of the parties to such Lease and any material amendments amendments, extensions, renewals, guaranties and other agreements with respect thereto. Except as would not reasonably be expected material to result inthe Company and its Subsidiaries, individually or in the aggregatetaken as a whole, any material liability or disruption in operations, (x) all Leases are valid legal, valid, binding and in full force and effect except to the extent they have previously expired or terminated in accordance with their termseffect, and (y) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, no any third party, party has violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time or both would constitute a default under the provisions of, any Lease. Neither The Company’s or any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate under such Lease has not been disturbed in any material respect, and to the Knowledge of the Company, there are no material disputes with respect to such Lease. Except as set forth in Section 3.15(b) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries Subsidiary has assignedsubleased, pledged, mortgaged, hypothecated licensed or otherwise transferred granted any Lease nor has Person the Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any subleaseright to possess, license or other agreement that is material to the Company and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all occupy such Leased Real Estate or any portion of the Leased Real Estatethereof, or collaterally assigned or granted any other security interest in such Lease or any interest therein. 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, licenses any Leased Real Estate under which the Company or any of its Subsidiaries is obligated to make, or is entitled to receive, payment in excess of $100,000. The Leased Real Estate constitutes all of the material real property utilized by the Company and its Subsidiaries. Except as would not be material to the Company and its Subsidiaries, taken as a whole, no real property or portion thereof or interest therein, other than the Leased Real Estate and any interest appurtenant to the Leased Real Estate, is necessary for the continued use or operation of the business by the Company and its Subsidiaries immediately after the Closing in substantially the same manner as conducted immediately prior to the Closing. Except as would not be material to the Company and its Subsidiaries, taken as a whole, the use and operation of the Leased Real Estate in the conduct of the Company’s and its Subsidiaries’ businesses does not violate in any material respect any Laws, lien, encumbrance, covenant, condition, restriction, easement, license, permit or agreement. Except as would not be material to the Company and its Subsidiaries, taken as a whole, no material improvements constituting a part of the Leased Real Estate encroach, in any material respect, on real property owned or leased by a Person other than the Company and its Subsidiaries. Except as would not be material to the Company and its Subsidiaries, taken as a whole, there are no Legal Proceedings or other actions pending, or to the Knowledge of the Company threatened, against or affecting the Leased Real Estate or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings. The Company has made available to Parent all material title reports, surveys, title policies, environmental audits or reports, maintenance reports, permits and appraisals with respect to the Leased Real Estate to the extent any of the foregoing are in the possession of the Company, its Subsidiaries or the agents under their control.

Leased Real Estate. Except as would not reasonably be expected to result inhave, individually or in the aggregate, any material liability or disruption in operationsa 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 4.13(b3.13(b) of the Company Disclosure Letter contains a complete and correct list, as of the date hereof, of the Leased Real Estate including with respect to each such Lease the date of such Lease Lease, the names of the lessor and lessee (and sublessor and sublessee, as applicable) and any material amendments thereto. Except as would not reasonably be expected to result inhave, individually or in the aggregate, any material liability or disruption in operationsa Company Material Adverse Effect, (x) all Leases are valid and in full force and effect except to the extent they have previously expired or terminated in accordance with their terms, and (y) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, no third party, has violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time or both would constitute a default under the provisions of, any Lease. Neither As of the date hereof and except as set forth on Section 3.13(b) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Lease nor has the Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or other agreement that is material to the Company and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any portion of the material 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 result inhave, individually or in the aggregate, any material liability or disruption in operationsa 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 4.13(b3.12(b) of the Company Disclosure Letter contains a complete and correct list, as of the date hereof, of the Leased Real Estate including with respect to each such Lease the date of such Lease and any material amendments thereto. Except as would not reasonably be expected to result inhave, individually or in the aggregate, any material liability or disruption in operationsa Company Material Adverse Effect, (xi) all Leases are valid and in full force and effect except to the extent they have previously expired or terminated in accordance with their terms, and (yii) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, no third party, has violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time or both would constitute a default under the provisions of, any Lease. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Lease nor has the Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or other agreement that is material to the Company and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any portion of the Leased Real Estate. The Other than with respect to the “self-storage units” that are leased on a month-to-month basis, the Company has delivered or otherwise made available Made Available to Parent true correct and complete copies of all written 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.